Terms of Services

These terms of services are designed to assist you to understand the conditions of using our service.

3. BETA RELEASES

• From time to time, SuiteFleet may grant Customer access to “alpha”, “beta”, or other early-stage products (“Beta Releases“). While SuiteFleet may provide assistance with Beta Releases in its discretion, notwithstanding anything to the contrary in this Agreement, CUSTOMER AGREES THAT ANY BETA RELEASE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH SUITEFLEET WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF A BETA RELEASE IS AT CUSTOMER’S SOLE RISK. SuiteFleet makes no promises that future versions of a Beta Release will be released. SuiteFleet may terminate Customer’s right to use any Beta Release at any time for any reason or no reason in SuiteFleet’s sole discretion, without liability.

4.SERVICE LEVEL AGREEMENT & WARRANTY.

• Warranty. SuiteFleet warrants to Customer: (i) that commercially reasonable efforts will be made to maintain the online availability of the Service for a minimum of availability in any given month as provided in the chart below (excluding maintenance outages, events beyond the reasonable control of SuiteFleet, and outages that result from any Customer technology issues or third party vendor issues); (ii) the functionality or features of the Service may change but will not materially decrease during any paid term; and (iii) that the Support may change but will not materially degrade during any paid term.
• DISCLAIMER. Suitefleet disclaims all other warranties, including, without limitation, the implied warranties of merchantability, title and fitness for a particular purpose. While suitefleet takes reasonable physical, technical and administrative measures to secure the service, suitefleet does not guarantee that the service cannot be compromised. Customer understands that the service may not be error free, and use may be interrupted.
• SuiteFleet Service Availability. SuiteFleet service availability is achieved through an enterprise-grade redundant infrastructure and proven processes, that deliver availability averaging 99.9% over recent years — backed by a strong Service Level Commitment (SLC).
  • Guaranteed Availability. SuiteFleet is committed to providing its customers with a consistently available, always-on experience and backs that promise up with a 99.7% (Service Level Commitment) outside scheduled service windows.
• Support Response time

Severity	Response time	Description	Reporting methods
Critical	1 hour	The system is down or a mission-critical failure in a production system is imminent. This is a showstopper: the system is not usable until the issue is fixed, and no workaround is available.	– Submit a support ticket. – Direct phone call to the Client Success Manager.
High	4 hours	The issue is causing a loss of key functionality which affects significant aspects of the business or operations. Something major isn’t working, but the system is still usable to an extent.	– Submit a support ticket. – Direct phone call to the Client Success Manager.
Moderate	12 hours	The issue affects an isolated component, but this is not affecting the ability of the system to perform in accordance with the documentation. In general, the system is working normally except for a limited portion.	– Submit a support ticket.
Low	24 hours	A minor issue: the system is still fully usable with limitations or workarounds The issue has a minor impact on the customer’s ability to use the product.	– Submit a support ticket.
Informational	48 hours	This request is about something with no system impact. This includes things like feature requests, account requests, general inquiries, etc.	– Submit a support ticket. – Send an email to the Client Success Manager.

• Communications and Escalation Matrix. SuiteFleet Communications and Escalation Matrix is to ensure that customer issues are resolved in a timely and effective manner and guarantee that the customers feel valued and heard.

Support Level	Title	Email address	Direct Phone number
1	Client Success Manager	[email protected]	+20 112 175 5323
2	Key Account Manager	[email protected]	+20 120 013 2644
3	Managing Products	[email protected]	N/A

• Customer responsibilities
  • SuiteFleet support team anticipates that the client team considers the below responsibilities to ensure a streamlined support process:
    • To provide accurate information in the Support Ticket, preferably quantified, along with screenshots and videos to help the technical team understand and troubleshoot the issue.
    • To dedicate a team member from the Client’s end to be the liaison point during the issue to help investigate and provide feedback.
    • To adhere to the right level of severity in raising issues, follow the description provided above.
    • Consider that the system abuse or vandalism attempts will not fall into the support domain and the customer will be charged for the support separately.

5.PAYMENT AND ORDERING.

• Customer must pay all fees as specified on the order, but if not specified then within 30 days of receipt of an invoice. No refunds of prepaid fees, unless otherwise provided in this agreement. Customer is responsible for the payment of all sales, use, withholding, VAT and other similar taxes. SuiteFleet may elect to charge you interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) on all late payments. This agreement contemplates one or more orders for the Service, which orders are governed by the terms of this agreement. Customer must provide current, complete and accurate billing and credit card information. Customer agrees to pay all costs of collection, including attorney’s fees and costs, on any outstanding balance. In certain instances, the issuer of Customer’s credit card may charge Customer a foreign transaction fee or related charges, which Customer will be responsible to pay.
• Task Definition : A task is the core object of work in the Service and is either a pickup or delivery, performed at a destination. For billing purposes, tasks are only counted when they reach the “Completed” status, via SuiteFleet’s driver app, driver app SDK, dispatcher dashboard or API call.
• Additional Tasks : If Customer uses more than the plan’s included tasks during any month, Customer must pay for the additional tasks at the rate listed above.
• Telephony : Telephony and SMS services are optional and include pickup or delivery status-triggered automatic sms messages and voice/sms communication between drivers, dispatchers and recipients. These are configured by Customer from within the admin settings of the Service and can be enabled or disabled at any time. SuiteFleet’s anonymization service masks each party’s telephone number requiring two calls/sms (respectively) for each connection. Communication services are carrier-agnostic and invoiced at separate rates.
• Billing – Annual Plans: Subscription fees are invoiced in full upfront and due within 5 days of receipt / Monthly Plans : Invoiced on the 1st of the month. Includes current month Subscription Fee and prior month’s additional task and telephony usage. Charged automatically to the credit card on file.
• Upgrades: Customer will have the option to upgrade plan at any time. Each upgrade will start a new monthly or annual period.
• Renewal: Each order renews for additional periods based on the original duration ordered, subject to updated pricing upon notification from SuiteFleet, if any, unless either party provides the other with notice of non-renewal for its convenience at least 45 days prior to renewal date.

6.MUTUAL CONFIDENTIALITY.

• Definition of Confidential Information. Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). SuiteFleet’s Confidential Information includes without limitation the Service (including without limitation the Service user interface design and layout, and non-public pricing information).
• Protection of Confidential Information. The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement.
• Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is received from a third party without breach of any obligation owed to Discloser, or (iv) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.
• Security Measures. In order to protect Customer’s Confidential Information and Customer Data, SuiteFleet will (i) implement and maintain all reasonable security measures appropriate to the nature of the Confidential Information including without limitation, technical, physical, administrative and organizational controls, and will maintain the confidentiality, security and integrity of such information and data; (ii) implement and maintain industry standard systems and procedures for detecting, preventing and responding to attacks, intrusions, or other systems failures and regularly test or otherwise monitor the effectiveness of the safeguards’ key controls, systems, and procedures; (iii) designate an employee or employees to coordinate implementation and maintenance of its security measures; and (iv) identify reasonably foreseeable internal and external risks to the security, confidentiality and integrity of information and data that could result in the unauthorized disclosure, misuse, alteration, destruction or other compromise of such information, and assess the sufficiency of any safeguards in place to control these risks.
• Notice of Data Breach. If SuiteFleet knows that Customer Confidential Information or Customer Data has been accessed, disclosed, or acquired without proper authorization and contrary to the terms of this agreement, SuiteFleet will alert Customer of any such data breach, and immediately take such actions as may be necessary to preserve forensic evidence and eliminate the cause of the data breach. SuiteFleet will give highest priority to immediately correcting any data breach and devote such resources as may be required to accomplish that goal. SuiteFleet will provide Customer with all information necessary to enable Customer to fully understand the nature and scope of the data breach. To the extent that Customer, in its sole reasonable discretion, deems warranted, Customer may provide notice to any or all parties affected by any data breach. In such case, SuiteFleet will consult with Customer in a timely fashion regarding appropriate steps required to notify third parties. SuiteFleet will provide Customer with information about what SuiteFleet has done or plans to do to minimize any harmful effect or the unauthorized use or disclosure of, or access to, Confidential Information.

7.SUITEFLEET PROPERTY.

• Reservation of Rights. The software, workflow processes, user interface, designs, know-how and other technologies provided by SuiteFleet as part of the Service are the proprietary property of SuiteFleet and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with SuiteFleet. Customer may not remove or modify any proprietary marking or restrictive legends in the Service. SuiteFleet reserves all rights unless expressly granted in this agreement.
• Restrictions. Customer may not (i) sell, resell, rent or lease the Service; (ii) use the Service to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or their related systems or networks; (v) reverse engineer the Service; or (vi) access the Service to build a competitive service or product, or copy any feature, function or graphic for competitive purposes.
• Aggregate Data. During and after the term of this agreement, SuiteFleet may use and retains all rights in all non-personally identifiable data within the Service for purposes of enhancing the Service, aggregated statistical analysis, technical support and other internal and external business purposes.
• Mobile Software. SuiteFleet may make available software to access the software via a mobile device. To use the software, Customer must have a mobile device that is compatible with the software. SuiteFleet does not warrant that the software will be compatible with Customer’s mobile device. Customer may use mobile data in connection with the software and may incur additional charges from Customer’s wireless provider for these services. Customer agrees that it is solely responsible for any such charges. Customer acknowledges that SuiteFleet may, from time to time, issue upgraded versions of the software, and may automatically electronically upgrade the version of the software that Customer is using on its mobile device. Customer consents to such automatic upgrading on its mobile device, and agrees that the terms and conditions of this agreement will apply to all such upgrades. If the mobile device software is acquired from an Google platform (Play Store Software), the additional terms set forth on Exhibit A apply.
• Customer Data.
  • “Business Relationship” means the direct business relationship between Customer and SuiteFleet, which encompasses the parties’ use of Customer Data as contemplated by the agreement.
  • “Customer Data” means any data that SuiteFleet receives or collects directly or indirectly from Customer and/or Customer’s customers or users under the agreement.
  • “Customer Personal Information” means any Customer Data that constitutes Personal Information as defined in.
  • “Services” means SuiteFleet’s performance of its obligations and exercise of its rights under the agreement and SuiteFleet’s performance of the Services.

• SuiteFleet shall not retain, use, or disclose Customer Personal Information for any purpose other than for the specific purpose of performing the Services, including retaining, using, or disclosing the Customer Personal Information for a commercial purpose other than providing the Services.

• SuiteFleet shall not (a) sell any Customer Personal Information; (b) retain, use or disclose any Customer Personal Information for any purpose other than for the specific purpose of performing the Services, including retaining, using, or disclosing the Customer Personal Information for a commercial purpose other than provision of the Services; or (c) retain, use or disclose the Customer Personal Information outside of the Business Relationship or in a manner that violates the Agreement. SuiteFleet hereby certifies that it understands its obligations under this clause and will comply with them.

8.TERM AND TERMINATION.

• Term. This agreement continues until all orders have expired or are terminated under Section 8(b) below.
• Mutual Termination for Material Breach. If either party is in material breach of this agreement, the other party may terminate this agreement at the end of a written 30-day notice/cure period, if the breach has not been cured.
• Return of Customer Data. Within 30-days after termination, upon request SuiteFleet will make the Service available for Customer to export such data as provided in Section 2(b).
  After such 30-day period, SuiteFleet has no obligation to maintain the Customer Data and may destroy it.
• Return SuiteFleet Property Upon Termination. Upon termination of this agreement for any reason, Customer must pay SuiteFleet for any unpaid amounts, and destroy or return all property of SuiteFleet. Upon SuiteFleet’s request, Customer will confirm in writing its compliance with this destruction or return requirement.
• Suspension for Violations of Law. SuiteFleet may temporarily suspend the Service or remove the applicable Customer Data, or both, if it in good faith believes that, as part of using the Service, Customer has violated a law. SuiteFleet will attempt to contact Customer in advance.

9.LIABILITY LIMIT.

• EXCLUSION OF INDIRECT DAMAGES. SUITEFLEET IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, COSTS OF DELAY; LOSS OF DATA, RECORDS OR INFORMATION; AND LOST PROFITS), EVEN IF IT KNOWS OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS.
• TOTAL LIMIT ON LIABILITY. SUITEFLEET’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) DOES NOT EXCEED THE AMOUNT PAID BY CUSTOMER WITHIN THE 12-MONTH PERIOD PRIOR TO THE EVENT THAT GAVE RISE TO THE LIABILITY.

10.INDEMNITY.

• Defense of Third Party Claims. SuiteFleet will defend or settle any third-party claim against Customer to the extent that such claim alleges that the SuiteFleet technology used to provide the Service violates a copyright, patent, trademark or other intellectual property right, if Customer, promptly notifies SuiteFleet of the claim in writing, cooperates with SuiteFleet in the defense, and allows SuiteFleet to solely control the defense or settlement of the claim. Costs. SuiteFleet will pay infringement claim defense costs incurred as part of its obligations above, and SuiteFleet negotiated settlement amounts, and court awarded damages. Process. If such a claim appears likely, then SuiteFleet may modify the Service, procure the necessary rights, or replace it with the functional equivalent. If SuiteFleet determines that none of these are reasonably available, then SuiteFleet may terminate the Service and refund any prepaid and unused fees. Exclusions. SuiteFleet has no obligation for any claim arising from: SuiteFleet’s compliance with Customer’s specifications; A combination of the Service with other items where the infringement would not occur but for the combination; Use of Customer Data; or items not provided by SuiteFleet. This section contains Customer’s exclusive remedies and SuiteFleet’s sole liability for intellectual property infringement claims.
• Customer Indemnity. To the extent allowed by law, if any third-party brings a claim against SuiteFleet related to Customer acts, omissions, data or information within the Services, Customer must defend, indemnify and hold SuiteFleet harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim.

11.GOVERNING LAW AND ARBITRATION.

• THIS AGREEMENT IS GOVERNED BY THE LAWS OF CALIFORNIA, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES. ANY DISPUTE BETWEEN CUSTOMER AND SUITEFLEET ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST BE DETERMINED BY BINDING ARBITRATION IN SAN FRANCISCO, CA, US, UNDER THE THEN CURRENT COMMERCIAL OF THE AMERICAN ARBITRATION ASSOCIATION OR INTERNATIONAL RULES OF THE INTERNATIONAL CENTRE FOR DISPUTE RESOLUTION, DEPENDING ON WHETHER CUSTOMER IS LOCATED IN THE UNITED STATES OR OUTSIDE THE UNITED STATES. THE DECISIONS OF THE ARBITRATORS MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION. NOTHING IN THIS AGREEMENT PREVENTS EITHER PARTY FROM SEEKING INJUNCTIVE RELIEF IN ANY COURT OF COMPETENT JURISDICTION. THE PREVAILING PARTY IN ANY ARBITRATION OR LITIGATION IS ENTITLED TO RECOVER ITS ATTORNEYS’ FEES AND COSTS FROM THE OTHER PARTY.

12.OTHER TERMS.

• Entire Agreement and Changes. This agreement and the order constitute the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise or inducement not included in this agreement is binding. No modification of this agreement is effective unless both parties sign it or Customer agrees to a new agreement or modification as provided by an online process designated by SuiteFleet, and no waiver is effective unless the party waiving the right signs a waiver in writing.
• No Assignment. Neither party may assign or transfer this agreement or an order to a third party, except that this agreement with all orders may be assigned, without the consent of the other party, as part of a merger, or sale of substantially all the assets, of a party.
• Independent Contractors. The parties are independent contractors with respect to each other.
• nforceability and Force Majeure. If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Except for the payment of monies, neither party is liable for events beyond its reasonable control, including, without limitation force majeure events.
• Money Damages Insufficient Any breach by a party of this agreement or violation of the other party’s intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach.
• No Additional Terms. SuiteFleet rejects additional or conflicting terms of any Customer form-purchasing document.
• Order of Precedence. If there is an inconsistency between this agreement and an order, the order prevails.
• Survival of Terms. Any terms that by their nature survive termination of this agreement for a party to assert its rights and receive the protections of this agreement, will survive. The UN Convention on Contracts for the International Sale of Goods does not apply.
• Feedback. If Customer provides feedback or suggestions about the Service, then SuiteFleet (and those it allows to use its technology) may use such information without obligation to Customer. If Customer provides feedback or suggestions about the Service, then SuiteFleet (and those it allows to use its technology) may use such information without obligation to Customer.
• EMBEDDED SERVICES. Any use of the Scandit technology service, which is available with the SuiteFleet mobile app, is governed by the specific Scandit terms located here. If there is a missing term or conflict between the Scandit terms and the terms of this agreement, the terms of this agreement govern.