These General Terms and Conditions of Use govern the use of the «Fleet Manager» software by the professional customers of BEEV, a simplified joint stock company with capital of €52,319.32, having its registered office at 5 Rue Pleyel 93200 SAINT-DENIS and its unique identification number 851 682 807 R.C.S. BOBIGNY.

These General Terms and Conditions of Use cancel and replace all agreements, acceptances, conventions, acts or correspondence relating to the software and supplement the General Terms and Conditions of Sale, with which they form an indivisible whole.

Article 1: Definitions

The terms below, beginning with a capital letter, have the following meanings:

• Customer: refers to the subscriber of the personalised quote.

• GCU: refers to these General Terms and Conditions of Use.

• GTC: refers to the General Terms and Conditions of Sale available at the following URL address: beev.co/conditions-generales-de-vente-fleet-manager

• Administrator Account: refers to the main account enabling the Customer to create and manage the User Account(s).

• User Account(s): refers to access opened to a User. A User Account corresponds to a single User with a unique identifier and a personal password. 

• Personalised Quotation: means the offer proposed by the Company and taken out by the Customer, describing in particular the characteristics and price of the services provided to the Customer.

• Fleet Manager: refers to the Software used to manage car fleets.

• Infrastructure: means the hosting infrastructure made available to the Client and Users by the Company, on which the Software runs and which is accessible at the address communicated by the Company. 

• Software: means the software platform developed and published by the Company and available at the following URL address: fleet.beev.co, under which the Customer may access its data.

• Company: refers to BEEV.

• SaaS (Software as a Service): refers to the remote provision of Software functions using Internet technologies and accessible via the Internet network, with the Application and the Database it processes remaining on the Infrastructure.

• User(s): refers to any individual using the Software via a User Account.

Article 2: Purpose

The purpose of these GCU is to define the conditions under which :

• The Company grants the Customer, who accepts it, the right to use the Software remotely in SaaS mode and provides various services;
• The Customer uses the Software.

The Company grants the Client, who accepts it, a non-exclusive and non-transferable right to use the Software, for the period specified in the Customised Quotation.

The right to use the Software is granted for the exclusive needs of the Customer, within the limit of the number of Users that may be authorised by the Customised Quotation, and to the exclusion of any third party, including for rental use. Use is authorised only to Users to whom the Customer has opened a User Account via the Administrator Account.

The right of use granted to the Customer is subject to full payment of the fee set out in the Custom Quotation.

Article 3: Testing 

The Company may offer the Customer the opportunity to learn how the Software works by providing free access to the Software. 

This free access is limited in time. Use of the Software at the end of this period will require acceptance of the Custom Quotation by the Customer.

Article 4: Services

The Company provides the Customer with :

• The Software as a Service (SaaS) access service;
• The storage and consultation of data resulting from its use of the Software.

The Software offers the following functions:

• Vehicle management (registration, documents, mileage, leasing status, etc.) ;
• Monitoring drivers and assignments;
• Automatic reminders for servicing, lease returns or mileage thresholds;
• A dashboard with performance indicators (TCO, CO2, costs) ;
• Monitoring charging points and supervising recharges;
• Personalised notifications and alerts;
• Access to support from the Company for the energy transition (TCO studies, choice of vehicles, installation of charging points, etc.);
• An employee area for drivers.

These services are provided 24 hours a day, 7 days a week, subject to interruptions for maintenance or for reasons beyond the Company's control. Under no circumstances may these temporary interruptions give rise to compensation for the Customer. 

As the Software remains on the Company's Infrastructure, the Company does not, under any circumstances, provide the Client with a copy of the Software in any form or on any medium whatsoever.

User Accounts are created within the limit authorised by the Custom Quotation. Any request to increase the maximum number of authorised Users will be subject to an additional quotation and a change in the amount of the fee.

User IDs and passwords must be confidential, unique and personal to each User. The Customer undertakes to ensure the confidentiality and security of the access device in such a way as to allow the Software to be used and accessed by Users only, to the exclusion of any third party.

In the event of accidental (loss, theft, etc.) or deliberate disclosure, the Customer undertakes to inform the Company as soon as he/she becomes aware of it.

Authentication of a User on the Software by means of an identifier and a password implies, in an irrefragable way, imputability to the holder of the identifier used of the operations carried out by means of this identifier.

Article 5: Company obligations

5.1. General obligations

The Company undertakes to use all its human and technical resources to provide the services described herein.

As a professional, the Company undertakes to provide the Customer with information. 

The Company will make a daily backup of the databases attached to the Software. 

In the event of malfunction of the Software, the Company undertakes to intervene as soon as possible.

The Company will provide assistance under the conditions set out in Article 8.

5.2. Service availability rate

The Company guarantees an availability rate for the Software of 95% per year.

The availability rate does not take into account (i) any interruptions for which the Company cannot be held responsible in any way, (ii) or any scheduled or unscheduled maintenance operations on the Software.

Maintenance operations are scheduled each time they are deemed necessary by the Company, it being expressly specified that no advance notice will be given.  

In addition, the Company reminds the Client that the Internet, which enables the Company to provide the services described herein, is an open and informal network, made up of the international interconnection of computer networks using the TCP/IP standard, without any obligation to supply or quality of supply between the operators of these networks. Consequently, the Company can only guarantee availability of the service, taking into account the operation of the Internet, and cannot guarantee uninterrupted use of the service.

Article 6: Customer obligations

The Customer declares that it has been able to ensure that the Software meets its needs. It declares that it has been able to freely verify, under its own responsibility, that the Software's user interface, its ergonomics, the architecture of its database and the technologies implemented by the Software or required for its use, are perfectly in line with its expectations and compatible with its IT environment. 

No claim or request for reimbursement may be made by the Customer on the grounds that one of these elements is unsatisfactory or poses any problem whatsoever.

The Customer is personally responsible for acquiring the hardware and software and for taking out the telecommunications subscriptions (Internet access) required to use the Software remotely. The Customer is hereby informed that access to the Software assumes that Users have first connected to the Internet.

The cost of connecting to the Internet to access the Software is borne exclusively by the Customer.

The Customer is solely responsible for the data he receives and the processing he makes of it.

The Client is solely responsible for the safekeeping, security and integrity of the Software access codes and undertakes to notify the Company of any loss or misuse of the access codes, as soon as possible and by any means, such notification to be confirmed by registered letter with acknowledgement of receipt. Until the Company receives this letter, any action carried out by a User will be deemed to have been carried out by the Client and will be the Client's sole responsibility with regard to the Company and third parties. 

The Company reserves the right to suspend access to the Software in the event of legitimate suspicion of fraudulent use or attempted fraudulent use of the Software. The Company will inform the Client by any written means.

The data transmitted, delivered and stored by Users as part of their use of the Software remains the exclusive property of the Customer, who assumes responsibility for it.

The Company has no control over the validity or lawfulness of the data entered or accessed by the Client and the activities carried out by the Client via the Software. The Client is responsible for the data it enters and uses via the Software or for the use it and Users make of the Software, particularly with regard to the law. In this respect, the Client indemnifies the Company against any claim by a third party in this respect and will fully compensate the Company for the consequences of any such claim. 

The Client undertakes not to modify, reproduce or pirate the Software and/or not to modify or create another website in order to mislead potential customers of the Company and lead them to believe that this website is associated with the Company.

The Customer undertakes, on behalf of itself and the Users for whom it provides support, not to pursue illegal objectives, download, transmit or disseminate viruses, illicit, malicious or misleading content, content that offends against public decency, third parties or their rights, or that encourages the pursuit of illegal activities, to interfere with or interrupt the Software, servers or networks connected to the Software.

The Customer uses the Software and the related services under its own control, direction and sole responsibility. In this respect, the Customer is in particular responsible for : 

• The implementation of all necessary procedures and measures to protect Users' workstations, hardware, software packages, software and passwords, in particular against viruses and intrusions; ; 
• The implementation of the necessary back-up resources, external to the services provided by the Company; 
• The choice of access provider or telecommunication medium, with the Customer being responsible for administrative requests and taking out the necessary subscriptions, the cost of which will be borne by the Customer; ; 
• The use of identifiers and access codes created by the Customer for Users. The Customer shall ensure that no person not authorised by the Customer has access to the Software. In the event of unauthorised access, the Client will inform the Company without delay in accordance with the conditions set out in this Article; ; 
• Errors made by its personnel in the use of the Software and the procedures that enable them to connect to the Software, in particular concerning means of access and Internet browsing. The Company shall not be held liable for the nature or content of the Client's information or data and the use thereof.

In addition, the Customer undertakes to :

• To transmit accurately and under its sole responsibility all the information required for the performance of the present contract and to guarantee the accuracy of this information; in this respect, it undertakes to inform the Company of any change in this information; ;
• Pay the contractual fee set out in the personalised quote; ;
• Respect the Company's intellectual property rights; ;
• Do not use the Software in conditions that could impair its proper operation or the safety of the Infrastructure; ;
• Ensure that all Users are trained in the use of the Software and basic Internet technologies.

Finally, the Customer undertakes not to:

• Reproduce, represent, disseminate, adapt, modify or distribute all or part of the Software, whether in return for payment or free of charge; ;
• Use the Software for any purpose not authorised by the Company; ;
• Modify or bypass any protection codes, such as user IDs and passwords; ;
• Attempt any unauthorised intrusion into the Infrastructure or transmit viruses or other code likely to cause malfunction of or damage to the Software; ;
• Use the Software and related services (i) in violation of laws or regulations, (ii) in connection with illegal content (such as content contrary to regulations applicable to obscene or defamatory language or content, harassment, privacy, publicity, or intellectual property rights), or (iii) in a manner that involves a significant risk to the security or operations of the Company or its other customers, or to the normal pursuit of the business of the Company or its other customers: 
• Make available, use or permit the use of the Software on behalf of third parties, or to third parties, whether as part of the provision of IT services, third-party outsourcing services, in the form of a subscription, a service bureau, timeshare or hosted service, or on behalf of a third party; ; 
• Attempt to interact with the Software's underlying operating system, or modify, create derivative works of, adapt, reverse engineer (including monitoring or accessing the inputs and outputs flowing into a system or application), translate, decompile, or otherwise attempt to discover the source code, data representation, algorithms, and underlying processes and methods. This restriction does not apply where it is intended to limit the rights of public order enjoyed by the Customer by virtue of the applicable law or regulation; ; 
• Delete, hide or modify the proprietary notices associated with the Software ; 
• Use components, software modules or other services that may be made available but that are not licensed and are not identified in the Customised Quotation t ; 
• Sharing login details and passwords or allowing the same login details to be used simultaneously by several people, with the Customer being responsible for any unauthorised access via his/her login details and passwords. 

In the event of non-compliance with its obligations and in the event of non-compliance with warnings sent by the Company, the latter reserves the right to limit, restrict, interrupt or definitively suspend all or part of the Software. 

Article 7: Intellectual property 

The Company guarantees that it holds the intellectual property rights to the Software and the related Infrastructure, in accordance with the provisions of the French Intellectual Property Code.

No transfer of ownership rights over the aforementioned elements is made to the Customer under the terms hereof. In particular, the Customer is not granted any right to the source code of the Software and the Infrastructure.

As a consequence of the foregoing, the Client undertakes not to engage in any act or behaviour that may directly or indirectly infringe the Company's intellectual property rights over the Software and the associated trademarks. In particular, the Client undertakes not to infringe the Company's intellectual property rights over the Company's computer programmes..

Under the terms hereof, the Company grants the Customer, who accepts it, a non-exclusive and non-transferable right to use the Software for the period specified in the Customised Quotation.

This right of use is exercised by remote access, via the Internet network, from the time of connection from the Customer's premises to the Software and exclusively for the use of the functionalities of said Software.

Use is authorised only to Users to whom the Customer has opened a User account, subject to the maximum number of Users authorised.

Article 8: Support, maintenance and updates 

8.1. Assistance / Support in using the Software

The Company offers the Customer assistance in using the Software in French, by e-mail or by telephone, at the times indicated below. The maximum response time for assistance is 72h working days.

Assistance is included in the fee.

Time slots when the technical support service can be contacted :

• Monday to Friday (excluding public holidays); ;
• From 09:30 to 12:30 and from 14:00 to 18:30.

Contact details

• By telephone: 01 76 35 06 14 ;
• Or by email: [email protected] ;

Technical support is not intended to replace user training services. Furthermore, the Company is under no obligation to carry out any requests or upgrades requested by the Customer.

8.2. Maintenance and bug fixes

The Company will carry out corrective and evolutionary maintenance of the Software according to a periodicity whose Company remains the sole judge.

The parties recognise that the state of the art in software does not allow the Company guarantee that it will be able to correct all possible anomalies or hidden defects that may affect the Software. The Customer expressly accepts this risk, which is inherent in software development and operation techniques, and therefore waives any right to compensation in the event of bugs or malfunctions that the Company is unable to correct.

The Company may put new versions of the Software online as part of its corrective and evolutionary maintenance. The Client undertakes to update its computer configuration, including in particular its Internet browser, if the Company so requests, as services can only be provided on the basis of the configuration required by the Company for the latest version of the Software. 

8.3. Updates and new versions of the Software

Updates and/or new versions of the Software are supplied to the Customer, installed and put online by the Company, without any intervention on the part of the Customer, according to a periodicity of which the Company remains the sole judge. 

The conditions of use of the Software granted to the Customer apply to any update or new version installed by the Company. 

As part of the development of the Software, the Company freely reserves the right to develop the functionalities, without any reduction in the rate of availability.

Article 9: Guarantees 

The Company guarantees (i) that the Software is original, (ii) be the owner of all intellectual property rights on Software and Infrastructure, This is subject to any software modules that may be licensed as «Open Source» or for which the Company has the right to grant a licence to the Customer.

The Client declares that he/she is aware that the transmission of data on the Internet is subject to hazards that are totally independent of the Company, particularly in terms of transfer speed, connection reliability, security and integrity of the data transmitted. The Company may not, therefore, under any circumstances be held liable for any difficulty arising from a problem with the transmission of data via the Internet. 

Furthermore, the Customer acknowledges and accepts that the Company cannot guarantee that the Software will function without interruption, or that it will be free from anomalies or errors, or that such anomalies or errors can be corrected. In addition, the parties acknowledge that the state of the art of software does not permit the Company guarantee that it will be able to correct any anomalies or hidden defects that may affect the Software. The Customer expressly declares that it accepts these uncertainties, which are inherent in software development and operation techniques, and therefore waives any compensation relating to the quality of the Software. the Company.

The Company provides no guarantee that the Software will meet the Customer's specific requirements.

Article 10: Liability 

The parties agree that the Company is subject to a general obligation of best endeavours, particularly in view of the hazards inherent in Internet technologies.

The Customer is solely responsible for the use and processing of the data. the Company is limited to (i) hosting, (ii) security and (iii) data backup. As a result of this, the Company accepts no liability whatsoever in respect of these data, nor in particular for the harmful consequences of any errors in the data or in the results of their processing.

The responsibility of the Company shall be liable to the Customer in the event that the Software availability rate is less than 95% per year. 

By express agreement, except in the case of intentional acts or gross negligence, the parties acknowledge that the Company shall not be liable for any indirect or consequential loss suffered by the Customer, such as, in particular, financial or commercial loss, loss of clientele, commercial disruption, loss of profit, damage to brand image, loss of data, files or software, increased costs, the cost of services required to implement or correct the data or results obtained, which may result from the non-performance hereof, which loss shall be deemed to have the nature of indirect loss.

Any action brought against the Customer by a third party shall be deemed to constitute indirect loss and shall accordingly not give rise to any right to compensation.

For its part, the Customer undertakes to take all necessary precautions to reduce the prejudice that it may suffer as a result of the performance hereof and the use of the Software.

In all cases, should the Company nevertheless be held liable, the amount of damages for which it may be held liable may not exceed, for all losses combined, the sums actually received by the Company for the performance of the present contract during the calendar year in which its liability is invoked, except in the case of intentional acts or gross negligence.

Article 11: Data security

The Company undertakes to implement the technical means necessary to ensure the security of the database attached to the Software.

The Company undertakes to carry out the necessary updates to maintain its servers. 

In the event of data loss, the Company undertakes to re-establish an access solution with all the Customer's data within two (2) months of notification of the said loss.

Article 12: Migration and return of data

12.1. Migration

At the Client's request, the Company may provide additional technical assistance for the migration to another tool for the benefit of the Client and/or the third party designated by the Client as part of the reversibility process.

The Company will provide clear information on known risks to the continued provision of functions or services. It will specify the categories of data that may be carried during the changeover process.

The Company must initiate the process of changing supplier within a maximum of two (2) months from receipt of the Customer's request.

This will be followed by (i) a mandatory maximum transition period of thirty (30) calendar days from the start of the change of supplier process, and (ii) a minimum period of at least thirty (30) calendar days for data recovery.

Where it is technically impossible to comply with this maximum transitional period, the Company will (i) inform the Customer within fourteen (14) working days of submitting the request to change supplier, (ii) duly justify the technical impossibility and (iii) indicate another transitional period, which may not exceed seven (7) months. 

Continuity of service will be ensured throughout the transitional period.

The Company will provide reasonable assistance with the migration.

The contract will be deemed to have been terminated and notice of termination will be given when the process of changing supplier has been successfully completed.

12.2. Restitution and deletion of data

The Company will return a copy of the data to the Customer who requests it without requesting migration, or will delete the data at the Customer's request within a maximum of two (2) months from receipt of the said request.

Article 13: Data retention

Apart from the hypothetical cases referred to in Article 12, it is specified that at the end of the period specified in the Custom Quotation, the data will be stored on the production server for one (1) year and then archived for a further four (4) years. An export of the data appearing on the Software may be carried out during this period and will be returned to the Customer within a maximum of two (2) months. 

After a period of five (5) years following the end of the period specified in the personalised quote, the data will be deleted and will no longer be retrievable.

Article 14: Personal data

For the purposes of this Article, the «Personal Data Encoded» by the Customer refers to the personal data within the meaning of Regulation No. 2016/679 on data protection (known as the «RGPD») that the Customer collects, enters, informs, transmits or processes as part of the use of the Software.

14.1 Obligations of the Customer in its capacity as data controller Personal Data Encoded by the Customer as part of the use of the Software

The Customer is responsible for the processing of Encoded Personal Data carried out by it using the Software. 

The Customer is hereby informed that it is his or her sole responsibility to carry out the procedures, declarations and authorisation requests required by the laws and regulations in force concerning any processing he or she carries out. 

More generally, it shall be the Customer's responsibility to comply with any applicable legislation requiring a particular administrative declaration procedure relating to personal data within the meaning of Regulation No. 2016/679.

The Customer guarantees to comply with all the obligations incumbent upon it in relation to the Personal Data Encoded by it.

Whenever Encoded Personal Data is collected by the Customer or transferred by the Customer, or by the Company on instruction from the Customer, it is the Customer's responsibility to ensure that the collection, processing and/or transfer of the Data is authorised. 

The Customer is and remains responsible for the personal data collected in the course of its business. 

The Customer undertakes (i) to comply with the obligations incumbent upon it in its capacity as data controller and (ii) to respond within fifteen (15) days to any request from the Company relating to the processing of Personal Data Encoded by it in connection with the use of the Software. 

In its capacity as data controller, the Customer is responsible for determining the purposes of the data processing entrusted to the Company, which are as follows: 

• Fleet management ;
• Vehicle tracking ; 
• Management and monitoring of drivers and assignments ;
• Management of recharging points Supervision of recharging ;
• Managing customer relations, providing support and passing on commercial offers.

The personal data that the Company may handle concern :

• The Customer's personal data ;
• The personal data of the Customer's employees.

The following categories of personal data are processed:

• Account identification data (user path, preferences) ;
• Connection data (IP address, date and time of visit, duration of visit to the Website, referring URL, pages consulted on the Website, type of browser used, type of device used, versions, operating system);
• Data relating to the identity of the Customer and his/her employees (surname, first name, date and place of birth, address, work email, telephone, password, electricity meter and connection number);
• Purchase data (payment information, credit card number, order number, purchase history).

Personal data entrusted to the Company will be kept for the duration of the contract plus five (5) years (or longer if required by applicable law).

The legal basis for processing is contract and consent.

14.2. Obligations the Company in its capacity as processor of Personal Data encoded by the Customer in connection with the use of the Software

The Company acts as a subcontractor on the instructions of the Customer and therefore undertakes to comply with the following obligations and to ensure that its staff and any subcontractors comply with them:

• Only process Personal Data Encoded by the Customer for the purposes described above, unless the Company is required to do so by applicable regulations. In this case, the Company will inform the Client of this legal obligation prior to processing, unless the applicable regulations prohibit such information; ;
• Ensure that persons authorised to process Personal Data encoded by the Customer undertake to respect the confidentiality of such data; ;
• To notify the Customer as soon as possible of any requests from the persons concerned and to co-operate reasonably with the Customer to enable it to comply with its obligations under the applicable regulations. The Customer shall bear any reasonable costs arising from the assistance the Company provides; ;
• Assisting and cooperating with the Customer in the event of an impact assessment or prior consultation with a supervisory authority; ;
• Implement and maintain a procedure for reporting breaches of Personal Data Encoded by the Customer or incidents leading to the Customer being alerted as soon as possible; ;
• Not to take any copies of the Personal Data Encoded by the Customer, documents and data media entrusted to it, with the exception of those necessary for the performance of the services offered;
• Keep a register if the conditions of Article 30(5) of the RGPD are met; ;
• Not to use the Personal Data encoded by the Customer, documents and information processed for purposes other than those intended for the performance of the services offered;
• Not to disclose such data, documents or information to other persons, whether private or public;
• Take all measures to prevent any misuse or fraudulent use of the data, documents and information processed; ; 
• Implement the appropriate technical and organisational measures to guarantee a level of security for personal data appropriate to the risk and, in particular, to prevent it from being distorted, damaged or communicated to unauthorised persons;
• Not to transfer Personal Data encoded by the Customer outside the territory of the European Union, without informing the Customer in advance.

The Client authorises the Company to use subsequent subcontractors to carry out specific processing activities. In this context, the Company will inform the Client in writing of any addition or replacement of sub-contractors as soon as possible. This information will clearly indicate the processing activities subcontracted, the identity and contact details of the subcontractor(s) and the dates of the subcontract(s). 

14.3. Third party claims relating to the protection of personal data

The Company and the Customer shall comply with the applicable laws on the protection and security of personal data in relation to their respective roles as processor and data controller as explained in points 13.1 and 13.2 of this Article. 

Both parties will cooperate in good faith in the event of a claim. They undertake to provide each other with reasonable assistance in investigating, mitigating and resolving any such claim. 

Article 15: Data management policy for connected products and related services

With regard to connected products and related services, users are invited to consult the management policy, available at all times at the following address: beev.co/data-policy-connected-services

Article 16: Collaboration

In general, each party undertakes to perform these GCU and the contract they govern in good faith, in particular by cooperating with the other party.

Article 17: Force majeure

The Company shall not be held liable if the non-performance or delay in the performance of any of its obligations, as described herein, results from a case of force majeure within the meaning of article 1218 of the French Civil Code.

Article 18: Language and applicable law

These GCU and the transactions arising from them are governed by and subject to French law.

These GCU are written in French. In the event that they are translated into one or more foreign languages, only the French text will be deemed authentic in the event of a dispute.

Article 19: Disputes

The Company draws the Customer's attention in particular to the following provisions:

All disputes to which this contract and the agreements arising from it may give rise, concerning their validity, interpretation, performance, resolution, consequences and consequences, shall be submitted to the courts within the Company's jurisdiction.

Article 20: Customer acceptance - Indivisibility

These GCU are expressly agreed and accepted by the Customer, who declares and acknowledges having full knowledge of them.

The GTC and the GCU form an indivisible whole.