GENERAL CONTRACTUAL TERMS AND CONDITIONS FOR THE PROVISION OF SERVICES BY ELECTRONIC MEANS
Date of last update: 26.06.2023
§1. Subject matter of the General Contractual Terms and Conditions
- The General Contractual Terms and Conditions (hereinafter referred to as the GCTC) define the principles of electronic services provided by CO³ to the Users (collectively referred to as the Parties) on the Platform made available to them.
- The GCTC shall apply to all services provided by CO³ through the Platform, provided that the provisions of any additional agreements concluded between the Parties, if any, shall apply in the first instance.
- A User within the meaning of the GCTC may be only an entrepreneur – legal person, other organizational unit having legal capacity and capacity to perform legal acts or a natural person running a business activity – after accepting the GCTC and registering an account on the Platform.
The terms used in the GCTC have the following meaning:
- Administrator – a User who is a User Entrepreneur or a User appointed by such an entity, who may grant other Users rights to use Services or one of them on behalf of and for the benefit of the User Entrepreneur;
- CO³ – CO³ Spółka z ograniczoną odpowiedzialnością (Limited liability company) with its registered office in Bielany Wrocławskie (55-040), ul. Irysowa 1, NIP: 8961583248, for which the District Court for Wrocław Fabryczna in Wrocław, VI Commercial Division of the National Court Register maintains registration files in the Register of Entrepreneurs under the KRS number: 0000764323; e-mail: info@CO³.eu providing services of telematic systems integration and data exchange within the Platform.
- Telematic Service Provider (GPS) – an entity providing telematic services in road transport for the User consisting in registering and exchanging geolocation information;
- Geolocation Data – information about the GPS location of the User’s vehicle, the registration number of the vehicle being located and the ignition status (if that status is available);
- Password – means a sequence of signs or API key used to identify the User during logging.
- Company Account – the account of a User Entrepreneur, being the main account on the Platform to which the User Entrepreneur’s Users are assigned;
- Login – means an e-mail address or other unique identifier used to identify the User on the Platform;
- Monitoring – collecting and transmitting to the indicated entities of Geolocation Data of the User’s vehicle, using the Monitoring Device or GPS signal, within the Platform Services;
- Technology Partner – an entrepreneur who is a User and who integrates its application with the Platform in accordance with the arrangements made with CO³, entitled to verify by CO³ API the fact of registration of a given User Entrepreneur on the Platform and to whom the User Entrepreneur may grant access to its Geolocation Data collected in the data repository within the Data Storage Service;
- Platform – an ICT system by means of which CO³ provides services by electronic means, described in these GCTC, available at the Internet address: www.CO³.eu;
- Services – means services provided within the Platform by electronic means, pursuant to Article 2(4) of the Act of 18 July 2002 on rendering services by electronic means (consolidated text, Journal of Laws of 2019, item 123, as amended), by CO³ for the benefit of the Users on the principles described in the GCTC;
- Time Monitoring Service – a service provided by CO³ as part of the Platform that allows access to Monitoring of vehicles performing transportation at a predetermined time (within 24-hour time slots);
- Communication Service – a service provided by CO³ within the Platform consisting of the generating and sending of messages relating to the User’s vehicle with the possibility of generating a report relating to that vehicle;
- Tour Monitoring Service – a service provided by CO³ within the Platform that includes Monitoring of estimated time of vehicle arrival (ETA) , individual route segments, and geofencing (information about entry, exit, or time of stay in a predefined zone);
- Real-Time Monitoring Service – a service provided by CO³ within the Platform that includes all elements of the Real-Time Tour Monitoring Service along with automatic email notifications;
- Data Storage Service – a service provided by CO³ within the Platform consisting in storing data (in particular Vehicle Geolocation Data) and making it available;
- Reporting Service – a service provided by the CO³ within the Platform consisting in compiling data collected within the Platform according to specified criteria and making it available in the form of reports;
- Permanent Monitoring Service – a service provided by CO³ within the Platform consisting in long-term and continuous Monitoring of vehicles performing transportation;
- Search Carrier and Vehicle – a service provided by CO³ within the Platform consisting in enabling a search on the Platform for information about Users who are carriers, according to available criteria;
- Monitoring Device – vehicle telematics, application on the User’s phone or device added to the vehicle or goods, collecting and transmitting Geolocation Data of the User’s vehicle;
- User – any entity that uses the Platform after accepting the GCTC;
- End User – a natural person for whom CO³ creates an account on the Platform, assigned to one or more Users Entrepreneurs;
- User Entrepreneur – a User conducting business activity and holding a Company Account on the Platform.
§3. Scope of Services
- CO³ provides telematics systems integrator services within the Platform. The purpose of the Platform is to aggregate telematics signals from Telematic Service Providers (GPS), to share data about Platform Users in order to establish cooperation between participants of logistic processes registered on the Platform and to support management of vehicle fleet of transport companies.
- Particularly, CO³ services under the Platform include or may include:
- Search Carrier and Vehicle Service,
- Permanent Monitoring Service,
- Time Monitoring Service,
- Tour Monitoring Service,
- Real-Time Monitoring Service,
- Communication Services,
- Reporting Services,
- Data Storage Service.
§4. Implementation of Services
- CO³ makes the Platform available to the Users in a manner enabling the provision of Services.
- CO³ performs Services with due diligence, taking into account the professional nature of conducted business activity.
- In order to perform the Services, CO³ collects and records Geolocation Data of the User’s vehicles and devices from the Monitoring Devices made available to it by the User and makes the data available on the basis of the User’s consent.
- The CO³ services shall be provided to Users in accordance with the provisions of the GCTC and the law. By accepting the GCTC, the User undertakes that all data accessed through the Platform will not be used by the User for purposes other than Monitoring or the use of other Services on the Platform. The User undertakes to ensure the security and confidentiality of all to which it gains access through the Platform, including but not limited to the application of information security standards.
- The User undertakes to cooperate with CO³ to the extent necessary for the proper performance of Services by CO³. As part of the obligation to cooperate, the User is in particular obliged to keep CO³ informed on a regular basis of any changes of the User’s identification data and to submit comments and conclusions regarding the correctness of the Platform’s operation. CO³ is entitled to entrust the performance of works under the Services to subcontractors.
§5. Registration of the User’s account
- Each User is obliged to accept the GCTC before using the Platform, by concluding an agreement with CO³ to provide services electronically or in the process of logging in to the Platform, as well as in the event of changes to the GCTC.
- For the User Entrepreneur CO³ creates a Company Account, which requires the conclusion of an agreement with CO³ for the provision of services electronically, in accordance with the terms and conditions of these GCTC and the provision of identification data in the form of: company registration data (company, registered office address, VAT identification number) as well as electronic addresses and telephone number.
- Creating an account for the End User is done only by providing CO³ by the User Entrepreneur with the identification data of the End User (first and last name and e-mail address) via e-mail to the address info@CO³.eu. Upon receipt of the data referred to in the preceding sentence, CO³ shall immediately create an account of the End User.
- After creating any of the accounts referred to in sections 2 and 3 of this paragraph above, the User shall receive a message to the e-mail address provided with an activation link, after clicking on which the User shall set the Password.
- In order to use the Services provided through the Platform, the End User must obtain from the relevant Administrator the right to use the Services or one of them on behalf of and for the benefit of the User Entrepreneur.
- Registration of the User’s account implies consent to the sharing of the User’s Entrepreneur identification data with other Users of the Platform.
§6. Use of the Platform by the User
- The User is obliged to use the Platform in a manner consistent with its intended use, which does not adversely affect the Platform, which does not cause any disruption to its operation, and which is in accordance with the law and good conduct.
- The User, if the carrier of their choice is not integrated with the Platform, provides CO³ with the carrier’s identification data (company name, name and surname of contact person, e-mail address and telephone number) in order to invite that carrier to register on the Platform.
- Along with receiving the carrier’s identification data, CO³ shall use reasonable efforts to integrate the carrier in question into the Platform and shall create a User account for that carrier of which it shall immediately inform such carrier. The Carrier for whom an account has been created may refuse to integrate with the Platform and request that his/her data be deleted.
- It is forbidden to transfer the Login and Password by the User to third parties. In case of unauthorized use of the User’s account, the CO³ reserves the right to block it.
CO³ shall not be liable for consequences resulting from unauthorized use of the User’s Login and Password.
- The User is solely responsible for all content posted within the User’s account on the Platform.
- CO³ has no obligation to monitor User content. In all cases, however, CO³ reserves the right to remove or prevent access to any User’s content that violates the provisions of law or the provisions of the GCTC.
- It is forbidden for the User to publish on the Platform any content that:
- is unlawful or has the purpose of committing or encouraging an unlawful act, including the infringement of intellectual property rights of CO³ or third parties;
- contain harmful content such as malware, Trojan horses or viruses, or otherwise impede other users’ access to the Platform;
- is associated with the sending of unsolicited messages or spam;
- contain commercial information or advertising.
- The End User may be authorised to use the Services or one of them for and on behalf of any number of Users Entrepreneurs. Prior to using a particular Service, such User shall be required to select the User Entrepreneur on whose behalf he/she will act.
- The competent Administrator may at any time, with immediate effect, revoke the User’s right to use the Services or one of them on behalf of and for the benefit of the User Entrepreneur.
- At any time after the registration of an account on the Platform, the User is entitled to terminate the use of the Platform and send a request to CO³ to close the User’s account. The termination of using the Platform and closing the account shall occur after the termination of provision of the Services currently active.
§7. Search Carrier and Vehicle Service
- The Platform allows each User to check whether any of their subcontractors (carriers) is already registered on the Platform.
- The search is possible by registration numbers (including country code) or VAT number (including country code). The above search criteria can only be used separately, which means that only the company of a particular carrier or its vehicle can be checked in a given search.
- CO³ is authorized to make the Search Carrier and Vehicle Service available outside of the Platform on a dedicated website that will be accessible to anyone interested in searching for a carrier and using the Platform services.
§ 8. Monitoring Services
- Use of any of the Monitoring Services, i.e.
- Permanent Monitoring,
- Time Monitoring,
- Tour Monitoring,
- Real-Time Monitoring
requires the User to provide the name and contact to the Telematic Service Provider that the User is using, and the User must then grant permission to the Telematic Service Provider to access its vehicle information to CO³. If the User has indicated the Telematic Service Provider with which the Platform is not integrated, the User is required to immediately inform CO³ of this fact. In addition, the User must notify its Telematic Service Provider of its will to integrate with the Platform and must use due diligence to integrate the Telematic Services Provider with the Platform.
- After logging in to the Telematic Service Provider’s system, the User indicates which vehicle registration numbers correspond to which devices which will be subject to the Monitoring.
- The User who has a given vehicle may start the Monitoring referred to in this paragraph at any time.
- The User who has a given vehicle may, without giving a reason, resign from any of the Monitoring Services at any time with immediate effect.
- The User shall be informed of the commencement and termination of the Monitoring Services of a specific vehicle or transportation by means of an appropriate notification within the Platform.
- Sharing the Geolocation Data of vehicles with other Users as part of the Monitoring Services is always based on the consent of the User who has a given vehicle. Such consent may be a one-time consent in response to a Monitoring Request or a long-term consent for all transports of the User.
- The User may make the Monitoring of his/her vehicles as part of the Monitoring Services available to third parties. For this purpose, the User must provide the e-mail address of the entity to whose he/she wants to make the Monitoring available.
§9. Communication Service
- The User may use the Communication Service at the same time as beginning to use any of the Monitoring Services described in the preceding paragraph.
- The Communication Service may be provided by sending e-mail messages, within the framework of the Platform’s system messages and within the framework of the User’s application integrated with the Platform.
§10. Reporting Service
- After using the services: Communication Service or one of the Monitoring Services and generating an appropriate amount of data in the Platform, CO³ will be able to make the Reporting Service available to the User.
- A report obtained as part of the Reporting Service will be generated based on data including, but not limited to: transportation time and transportation route.
§11. Data Storage Service
- By using the Platform the User may store vehicle data and Geolocation Data and make them available through Platform-supported software provided by Technology Partners, including mobile applications.
- With regard to the data stored by the User, the User will be able to edit the data and control the changes (versioning).
- The User may make his or her data stored on the Platform available to the Technology Partner.
§12. Terms of Payment for Services
- The User’s use of the Platform is partially chargeable. The prices for the individual Services are determined individually according to the extent of the User’s demand based on the scope of the telematic data made available to the User.
- The moment of calculation of the fees for the use of the Platform is considered to be the day of activation of the first Service on the Platform.
- In the event that CO³ does not receive timely and full payment for the use of Services, CO³ may suspend the use of the Platform unless the User makes a full payment within the time limit set by CO³ in a message sent to the User’s e-mail address provided during the registration of the account on the Platform.
- Suspension of use of the Platform due to non-payment may result in the loss of the User’s ability to use and access their account and its content.
- Within 7 (seven) days from the end of the settlement period, depending on the type of Service, CO³ shall issue an invoice for the used Services to the User, payable within 7 days from its delivery to the User.
- The User agrees to receive in electronic form of VAT invoices issued for services provided by CO³.
- CO³ shall notify the User in advance of any price changes for the use of the Platform and provide the User with the opportunity to cancel the use of the Platform in accordance with § 18(4) of the GCTC.
§13. Intellectual Property Rights
- All rights to the content, as well as to the software, being a component of the Services, are vested in CO³. They may not be copied, reproduced, distributed, decompressed or modified in any form or by any means without the prior written permission of CO³.
§14. Liability of CO³ for the proper functioning of the Platform
- CO³ is liable to the User for access to the Platform. In particular, CO³ does not guarantee the availability of Geolocation Data and data within the scope of the Services referred to in § 2(2) of the GCTC and the possibility of making this data available to Users in accordance with the GCTC.
- The manner and time when CO³ makes Geolocation Data available to the User may depend on circumstances beyond CO³’s control, including in particular the manner and speed of Users and Telematic Service Providers.
- CO³ shall not be liable for damages resulting from interruptions in Internet access or interruptions in the provision of Services caused by the default of third parties, in particular resulting from malfunctions of the Telematic Services Providers’ websites. In particular, CO³ shall not be liable for any damage suffered by the User (in the form of both loss and lost profits):
- caused by the lack of continuity of the Services due to reasons attributable to the User or the Telematic Service Provider;
- caused by threats, independent of CO³ or the User, occurring in the Internet;
- caused by the inability to use the Platform, resulting from poor connection quality, incorrect configuration of the User’s software, power network failure or interruptions in Internet delivery;
- caused by force majeure or illegal actions of third parties;
- resulting from the use of the Platform in a manner inconsistent with its intended use or in a manner inconsistent with the GCTC.
- CO³ is not liable for the acts or omissions of Users, including the effectiveness of the process of integrating carriers or vehicles on the Platform, or for any acts or omissions of Telematic Service Providers, including their undertaking of cooperation with CO³.
- Under no circumstances shall CO³ be liable for any lost profits on the part of the User.
- CO³ does not guarantee constant and uninterrupted availability of the Platform. CO³ undertakes to provide access to the Platform at the level of 95% per year.
- CO³ may modify the Platform and its available functions, as well as suspend their operation or add new functions.
- CO³ reserves the right to interrupt access to the Platform in connection with periodic maintenance and upgrades.
- Notwithstanding the foregoing, CO³ shall have the right to discontinue providing the Services at any time if such reasonable request is made to it by an authorized public authority.
- The User and CO³ exclude the application of the provisions on liability under the warranty for physical defects and legal defects of the Platform.
- CO³ and the User cooperate and make every effort to detect, identify and inform each other about possible irregularities in the operation of the Platform.
- In current matters concerning the operation of the Platform, the User may contact CO³ by sending their observations, comments and reports on the quality of the Services to the e-mail address info@CO³.eu.
- Complaints regarding both technical aspects of the functioning of the Platform and other issues related to the Services may be sent by the User to the e-mail address: info@CO³.eu.
- Complaints should be submitted immediately after the occurrence of the problem to which the complaint relates.
- Each complaint should contain a brief description of the problem giving rise to the complaint, the date and time of its occurrence and the User’s designation (including his/her name and surname, name, VAT identification number, e-mail address).
- CO³ shall make reasonable efforts to ensure that complaints are dealt with without undue delay. CO³ shall notify the complainant of the result of the investigation of the complaint via e-mail.
§16. Principles of compliance, security and cooperation
- The User undertakes to ensure the security of all data obtained as part of the use of the Platform, in particular it undertakes that any use of such data will comply with the GCTC and applicable laws, including but not limited to applicable provisions on the protection of personal data.
- The User declares that it has not made and will not make any payments in connection with the use of the Platform, directly or indirectly, to any government official or employee of public administration or international organization or any political party or candidate for public office or any other person or entity, if such payments would result in violation of applicable law.
- The Entrepreneur User undertakes to comply throughout the entire period of using the Platform with all applicable laws, including those regarding employment and employee rights, non-discrimination, occupational health and safety, freedom of association, human rights, child labour, regulations on the prevention of corrupt practices, money laundering and terrorist financing, combating not fair competition, environmental protection and applicable international sanctions, and that it will have and comply with compliance rules regarding compliance with the law and internal regulations in its company.
- CO³ has the right not more often than once a quarter, after prior notification, to conduct an audit at the Entrepreneur User in terms of compliance with the provisions of the GCTC, legal regulations and security, confidentiality and privacy rules.
For the purpose of such an audit, the Entrepreneur User shall provide CO³ and its representatives with appropriate access to the necessary information, persons and facilities. The Parties shall arrange for the audit to be carried out in such a way that it does not interfere with the activities of the Entrepreneur’s User. Any person conducting an audit will be required to maintain the confidentiality of any information obtained during the audit.
§17. Additional information on Services
- In order to use the Services, the User must meet the following technical requirements, necessary to use the Platform:
- access to the Internet,
- an updated version of the following web browsers:
- Windows 8/10 – Edge/IE11/Chrome/Firefox/Opera,
- Mac OS – Safari/Opera,
- GNU/Linux – Chrome/Firefox/Opera,
- iOS 10/9 – Safari/Chrome,
- Android 7/6/5/4.4 – Chrome/Samsung Internet/Android native browser.
- having an e-mail account.
- Use of certain Services also requires:
- the possession of the Monitoring Device by the User and
- enabling CO3 access to the telematic system supporting the Monitoring Device, in order to integrate Services with this telematic system.
- CO3 states that the use of services provided electronically may involve risks, not exceeding, however, the standard risks associated with the use of the Internet. The User should take these risks into account, even though the User uses systems to protect its infrastructure from unauthorised third parties.
- The main risks associated with the use of the Internet are malicious software – including viruses, worms, trojans, keyloggers, dialers, spyware, as well as phishing, and hacking into the User’s ICT system.
- In order to avoid these risks, the user should equip his/her computer and other electronic devices that he/she uses to connect to the Internet with an anti-virus programme. Such software should be kept up-to-date. Protection against these threats can also be provided by
- a firewall turned on,
- keeping all software up to date,
- not opening e-mail attachments of unknown origin,
- reading application installation windows and their licences,
- disabling macros in MS Office files of unknown origin,
- regular comprehensive system scans with anti-virus and anti-malware software,
- encryption of data transmission
- installation of preventive programmes (intrusion detection and prevention),
- use of original system and applications from a legal source.
§18. Final provisions
- The governing law for the contractual relationship between the Parties resulting from the GCTC, as well as for the GCTC themselves, shall be the Polish law.
- Any disputes shall be submitted to the common court competent for the registered office of CO³.
- CO³ reserves the right to make changes to the GCTC. Changes in the GCTC are valid from the date indicated in the changed GCTC, but not earlier than from the date of publication of the changed GCTC within the User’s account on the Platform and on www.CO³.eu.
- Within 7 (seven) days from the effective date of the amended GCTC, the User shall be entitled to submit a statement on the lack of consent to the application of the amended GCTC to him/her. Such a statement should be sent to an e-mail address to be effective: info@CO³.eu. In such a case, it will be tantamount to the User’s resignation from using the Platform.
- If the User continues to use the Platform after the changes to the GCTC have been made, this means that the User accepts the changes to the GCTC.
- The recognition of any provision of the GCTC as illegal shall not affect the effectiveness and validity of the remaining provisions of the GCTC.
- This version of GCTC shall enter into force on 26.06.2023.