Terms of Service

1. Interpretation and Application

   1. The following terms are used throughout these Terms of Service and are defined as:
      Account means a registered user account in VROMO.
      Agreement means these Terms of Service and the Order Form(s) including all Annexes, Appendices, and Schedules referred to therein. In the event of conflict between the Terms of Service and any Order Form, the Order Form shall prevail.
      Authorised Users means those employees, agents, independent contractors, Drivers and Customers of the Client who are authorised by the Client to use VROMO.
      Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Ireland.
      Confidential Information means the provisions of this Agreement and all information of each Party which is secret or otherwise not publicly available (in both cases either in its entirety or in part) including commercial, financial, marketing or technical information, know-how, trade secrets, and business methods, in all cases whether disclosed orally or in writing before or after the Effective Date.
      Client means the client on the Order Form.
      Client Data means any content, which may include Personal Information, that Client, its Authorised Users and End Users submit or transfer to the Company in conjunction with VROMO.
      Customer means a customer or other user of a Client’s service.
      Data Protection Agreement means the data protection agreement set out in Appendix 2.
      Driver means an employee or contractor of a Client that holds an Account authorised by the Client.
      Driver Terms means the terms and conditions to be included in an agreement between the Client and the Driver in respect of access and use of VROMO as set out in Appendix 1.
      Effective Date means the date on the Order Form.
      End User means a person or entity that is not a Client, Customer or a Driver, and accesses a driver tracking page from the Customer’s account.
      End User Terms means the terms and conditions to be included in an agreement between the Client and the End User in respect of access and use of VROMO as set out in Appendix 1.
      Fees mean the fees and charges as set out in the Order Form payable by a Client for access to or use of VROMO.
      Force Majeure means an event or cause beyond the reasonable control of the party claiming force majeure. It includes but shall not be limited to, each of the following, to the extent it is beyond the reasonable control of that party: act of God, lightning, storm, flood, fire, earthquake or explosion cyclone, tidal wave, landslide, adverse weather conditions; act of public enemy, war (declared or undeclared), terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic or pandemic; the effect of any change in applicable laws, orders, rules or regulations of any government or other competent authority; and embargo, inability to obtain necessary materials, equipment or facilities, or power or water shortage.
      Intellectual Property means all copyright, patents, inventions, trade secrets, know-how, product formulations, designs, processes, methods, circuit layouts, databases, registered or unregistered trademarks, brand names, business names, domain names and other forms of intellectual property whether registered or not;
      Intellectual Property Rights means, for the duration of the rights in any part of the world, any moral rights, industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property, applications for the registration of any Intellectual Property and any improvements, enhancements or modifications to any Intellectual Property registrations.
      Order means a job order comprising of one or more tasks.
      Order Form means the form signed by Purchaser confirming the order for the VROMO services and any additional work items subject to the terms and conditions herein. Order Form shall include any subsequent ordering document for services that is signed by the parties specifically referring to this Agreement.
      Privacy Laws means all applicable data protection and privacy legislation, regulations and guidance governing the protection of Personal Information including but not limited to Regulation (EU) 2016/679 (the General Data Protection Regulation).
      Personal Information has the meaning given to the term “personal data” in Privacy Laws.
      Privacy Policy means Company’s privacy policy as updated from time-to-time, which can be found at https://VROMO.io/privacy/.
      Term means the term set out on the Order Form.
      Third Party means any person that is not an Authorised User or End User.
      User Content means data that is uploaded or input into VROMO by the Client and or Authorised Users and that forms part of the User’s Intellectual Property.
      VAT means value added tax.

      VROMO means the

      1. web application accessible from app.VROMO.io; and/or
      2. the Company’s published mobile application(s) available from the Apple® App Store®, Google Play® and other mobile application marketplaces; and/or
      3. Driver tracking pages accessed by an End User.
   2. Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. Words in the singular shall include the plural and vice versa. Reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it. A reference to writing or written includes faxes and email.
   3. This Agreement governs the use of VROMO by Client and it’s Authorised Users. By accessing the website and/or using VROMO, you agree to the terms and conditions of this Agreement. Where you do not accept the terms and conditions of this Agreement, you must immediately cease using VROMO.
   4. Any person who registers as a Client in VROMO warrants that he or she is an authorised representative of that Client with the requisite authority to bind the Client to this Agreement.
   5. This Agreement may be updated by the Company at its absolute discretion from time-to-time, and unless stated otherwise by the Company in writing, such updates shall come into effect for use of VROMO at the Client or Authorised User’s next login after the Client receives written notice of the update(s). In addition, the revised Terms of Service will be posted on the Company’s website.

2. Licence

   1. By accepting the terms and conditions of this Agreement, the Client is granted a limited, non-transferable, non-exclusive and revocable licence to access and use VROMO for the duration of this Agreement, in accordance with the terms and conditions of this Agreement.
   2. The Client agrees and accepts that:
      1. the Client is solely responsible for ensuring that its use of VROMO and storage of Personal Information in VROMO is compliant with laws applicable to the Client, its Authorised Users and End Users including Privacy Laws; and
      2. the Client must ensure that its own privacy policy and other statements about how it handles the Personal Information of its Authorised Users and End Users are accurate in respect of the Client’s use of VROMO, to include the availability of Third Party Content through VROMO where applicable on the Order Form.
   3. The Client agrees and undertakes that:
      1. it is responsible for the conduct of each Driver connected with the Client’s account in relation to an Order.
      2. it shall be directly responsible to each of its Customers whose Orders are managed using VROMO and further acknowledges that under no circumstances will the Company be responsible to a Customer, End User or a Third Party for a Client’s use of VROMO.
      3. it shall not store or record any Personal Information that it can access through VROMO unless it is fully compliant with Privacy Laws;

      4. it shall ensure that all information that it makes available through VROMO is accurate and up to date, including (but not limited to) information supplied for:

         1. creating an Account,
         2. creating records, updating records, notifying Authorised Users; and
         3. any other information that may be accessed by the Client or a Driver;
      5. it shall only use VROMO for its intended purpose as set out in this Agreement.
   4. The Client agrees that the Company makes no representation or warranty as to the accuracy of any estimate provided on Driver fatigue via VROMO. The Company expressly disclaims any liability arising from any Client or Driver placing any reliance on the accuracy of such feature. This feature is provided as a rough guide only and is not intended as a definitive statement on a Driver’s ability to safely operate a vehicle. The Client remains responsible for ensuring that it exercises all due care and diligence in monitoring the fitness of each Driver associated with the Client’s Account to operate a vehicle.
   5. it shall only use VROMO for its intended purpose as set out in this Agreement.

3. Driver Terms Of Use

   1. Prior to providing a Driver with access to VROMO, the Client shall ensure that the Driver enters into an agreement with the Client to include the Driver Terms set out in Appendix 1.
   2. A Driver’s access to features and information associated with a Client’s Account within VROMO may be created, limited and cancelled by the Client at the Client’s discretion.

4. End User Terms

   1. Prior to providing an End User with access to VROMO, the Client shall ensure that the End User enters into an agreement with the Client to include the End User Terms set out in Appendix 1.
   2. VROMO is free to use for End Users. VROMO does not currently accept payments from End User’s on behalf of Clients. Payments to Clients must be made in accordance with the relevant Client’s usual payment terms.

5. Fees And Payment

   1. Fees for the use of VROMO are set out in the Order Form. Fees are non-cancellable and/or non-refundable once ordered or paid. Currency shall be as specified in the Order Form.
   2. VAT (or equivalent local taxes) may be applicable to any Fees charged by the Company. Unless expressed otherwise, all Fees shall be deemed exclusive of VAT, withholding or other taxes and duties for which the Client shall be responsible.
   3. Should the Client dispute a payment, the Client must notify the Company of the disputed item within three (3) Business Days of the payment.
   4. The Company may introduce new services with corresponding Fees by giving the Client written notice of their availability and applicability.
   5. The Company may increase Fees at any time and from time to time in their absolute discretion provided however that the Company shall notify the Client of any changes to existing Fees no less than 30 days before changes come into effect.
   6. Where the Company is required to perform any services for the Client outside of what is set out in this Agreement or otherwise in writing and is subject to delays caused by changes or complexities outside of its control (and not caused by its breach of this Agreement) then in each case, the Client agrees that the Company shall be entitled to charge the Client an additional amount that is reasonable for the service performed.

6. Use Of Vromo

   1. The Company may limit or restrict access to VROMO from time-to-time as it sees fit, including (but not limited to) restricting access only to reputable and/or registered Clients (in its absolute discretion), restricting access to certain jurisdictions, and/or restricting access to any Client that is found to be using VROMO for unacceptable use cases, including but not limited to activities that are illegal. The Company may set any registration requirements in its absolute discretion.
   2. Without prejudice to the Company’s other rights in law or equity, the Company reserves the right, without liability to the Client, to suspend or disable the Client’s or Authorised User’s access to VROMO where the Client or Authorised Users materially breaches the provisions of this Agreement.
   3. The Client agrees that when it provides any consent, authority or agreement through VROMO it does so as an electronic transaction and warrants that such transaction shall be binding on the party.
   4. The Client agrees that it shall only use VROMO for legal purposes and shall not use it in a way that is deemed unreasonable by the Company in its discretion.
   5. The Client is solely responsible for the security of its username and password for access to VROMO. The Client shall notify the Company as soon as it becomes aware of any unauthorised access of its VROMO account.
   6. The Client shall authorise users to access VROMO in its absolute discretion. The Company accepts no liability for access to User Content by users authorised by the Client or using login details of users authorised by the Client.
   7. VROMO is only accessible to the Client for the Term of the Agreement.
   8. The Client agrees and accepts that VROMO is:
      1. hosted by the Company and shall only be installed, accessed and maintained by the Company, accessed using the internet or other connection to the Company servers and is not available ‘locally’ from the Client’s systems; and
      2. managed and supported exclusively by the Company from the Company servers and that no ‘back-end’ access to VROMO is available to the User unless expressly agreed in writing.
   9. As a hosted and managed service, the Company reserves the right to upgrade, maintain, tune, backup, amend, add or remove features and exercises, redesign, improve or otherwise alter VROMO. However the Company shall not exercise its rights under this clause 6.9 in a manner that would intentionally cause the Client to lose access to User Content or fundamentally decrease the utility of VROMO to the Client, other than in accordance with the terms of this Agreement.

7. User Content

   1. The Client is responsible for the accuracy, quality and legality of User Content and the Client’s acquisition of it, and the users that create, access and/or use User Content. The Company accepts no liability for the content of User Content.
   2. The Company obtains no right, title or interest in User Content including any Intellectual Property found within it. The Company shall not access, use, modify or otherwise deal with User Content except where required by compulsion of law or upon the Client’s authority (such as to provide support for VROMO).
   3. Not withstanding clause 7.1 and 7.2, the Company shall be authorised to permanently delete User Content where outstanding Fees remain unpaid in accordance with clause 5.
   4. The Company may limit the amount of data that the Client stores in VROMO, and shall advise the Client of such. Data that is stored with VROMO shall be stored according to accepted industry standards.
   5. The Company shall perform backups of VROMO in as reasonable manner at such times and intervals as are reasonable for its business purposes. The Company does not warrant that it is able to backup or recover specific User Content from any period of time unless so stated in writing by the Company. The Company shall not be responsible for any loss, destruction, alteration or disclosure of User Content or Customer Data caused by reasons outside the control of the Company.
   6. By accepting the terms of this Agreement the Client agrees that the Company shall provide access to VROMO to the best of its abilities, however access to VROMO may be prevented by issues outside of its control. Users may prepare for unscheduled unavailability of VROMO by printing hard copies of reports as may be required.

8. Customer Data And Privacy

   1. To help ensure a safe and productive use of VROMO, Client shall not, and shall ensure that any of their Authorised Users do not, have inappropriate conduct including
      1. attempting to reveal the identity of a user;
      2. impersonating any other person or entity;
      3. using VROMO to send spam or otherwise unsolicited messages in violation of applicable laws; or
      4. allowing the submission of any Customer Data, or using Customer Data in a way, that is illegal, harmful, threatening, abusive, violent, harassing, defamatory, libellous, vulgar, obscene, offensive, indecent, humiliating, hateful, unethical or otherwise objectionable, including based on race, ethnicity, national origin, religious affiliation, sexual orientation, sex, gender identity or physical or mental disability.
   2. The Client acknowledges and understands that by using VROMO, they may be exposed to Customer Data submitted by users that is in breach of clause 8.1, and under no circumstances will the Company be liable in any way for any such Customer Data. The Company shall have the right, at its sole discretion, to remove any Customer Data that violates this Agreement, and to reveal the identity of a Client or Authorised User if required by law to do so, if such Client or its Authorised User transfers Customer Data in violation of this clause. It is the Client’s responsibility to monitor and control all activity conducted by its Authorised Users on VROMO and the Company is under no obligation to review how Clients are using VROMO. The Company assumes no liability for any unacceptable or illegal conduct of the Client or its Authorised Users regarding Customer Data.
   3. The Company shall store and process Customer Data in accordance with the Privacy Policy and the Data Protection Agreement. The Company has implemented technical, organizational and administrative systems, policies and procedures as well as other measures detailed in the Privacy Policy to help ensure the security, integrity, availability and confidentiality of Customer Data, and to mitigate the risk of unauthorized access to or use of Customer Data. Nonetheless, hosting data online involves risks of unauthorized disclosure, loss or exposure and, in accessing and using VROMO, the Client assumes such risks, except for gross negligence or unlawful conduct of the Company.
   4. The Privacy Policy does not apply to how a Client handles personal information. It is the Client’s responsibility to meet the obligations of the Privacy Laws by implementing a privacy policy in accordance with applicable law as regards the processing of Personal Information relating to an Authorised User or End User. In the event Third Party Content is confirmed on the Order Form, the Client shall ensure their relevant agreements with Authorised Users and privacy policy are updated to advise of the availability of Third Party Content via VROMO.
   5. The Company makes no warranty as to the suitability of VROMO in regard to any applicable legislation or regulations including without limitation the Client’s privacy obligations at law or contract, and it is the Client’s responsibility to determine whether VROMO is appropriate for the Client’s circumstances.
   6. VROMO website may use cookies (a small tracking code in your browser) to improve a Client’s experience while browsing, while also sending browsing information back to the Company. The Client may manage how it handles cookies in its own browser settings.
   7. Under this Agreement, the Company may be required to process Personal Data on the Client’s behalf, including without limitation Personal Data relating to Authorised Users. The parties record their intention that the Client and its Affiliates (as applicable) shall be the data controller and the Company shall be a data processor and the Data Processing Agreement set out in Appendix 1 shall apply.

9. Disclaimer

   1. The Client acknowledges that the Company is not responsible for the conduct or activities of any of the Client’s Authorised Users of VROMO and that the Company is not liable for such under any circumstances. The Client shall be responsible for the acts and omissions of its Authorised Users who access VROMO, as though they were the acts and omissions of the Client. The Client agrees to indemnify and to keep indemnified the Company and its affiliates against all direct liabilities, costs, proceedings, expenses (including legal expenses and other professional fees and expenses), damages, and losses suffered or awarded against or incurred or paid by the Company arising from the acts or omissions of the Client’s affiliates, Authorised Users, and their respective subcontractors and agents.
   2. Any dispute that may arise between Client and its Authorised Users must be dealt with strictly between those users and the Client and not involve the Company in any way. Under no circumstance will the Company perform a dispute resolution role for a dispute between Clients and their Authorised Users.
   3. To the extent permitted by law, the Company accepts no liability for the accuracy of any information made available using VROMO. Any reliance on the information available through VROMO is at the Client’s own risk. A Client’s recourse for reliance on inaccurate, fraudulent or otherwise false information shall only be against the user that supplied that information, and not against the Company.
   4. The Client acknowledges that VROMO is dependent on third-party services, including but not limited to banks, credit card providers, Stripe, GPS navigation services, telecommunications services, hosting services, email services, and analytics services. The Client acknowledges that VROMO may provide links to third party websites containing, without limitation, health information. The Client agrees that the Company shall not be responsible or liable in any way for interruptions to the availability of VROMO due to third-party services or information contained on any linked third party website.
   5. The Client further acknowledges that the Company is not a party to any agreement and/or arrangement between the Client and any third party website which the Company has provided a link to and agrees that the Company will in no way be liable for any such arrangements between the Client and a third party.
   6. Other than with respect to the express warranties set forth herein, all implied warranties, including those of non-infringement, merchantability and fitness for a particular purpose, are hereby disclaimed and excluded by the Company.
   7. VROMO may be subject to limitations, delays and other problems inherent in the use of the internet and electronic communications. The Company is not responsible for any delays, delivery failures, or other damage resulting from such problems. The Company does not warrant that the Client’s use of VROMO will be uninterrupted or error-free; nor that VROMO will meet the Client’s requirements.
   8. The Client agrees and acknowledges that VROMO does not provide occupational health and safety, or compliance advice and the Client uses VROMO at its own risk.

10. Intellectual Property

    1. The Client acknowledges and agrees that the Company and/or its licensors own all Intellectual Property in VROMO. Except as expressly stated herein, this Agreement does not grant the Client any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of VROMO. To the extent that any modifications or improvements to VROMO are carried out under or in connection with this Agreement, whether the Company alone or jointly with a Client or Authorised User, and whether based on ideas or suggestions from the Client and/or its Authorised Users, all intellectual property rights to such underlying ideas and in any resulting improvement or modifications shall be assigned to and shall vest with and be solely owned by the Company.
    2. All content (with the exception of User Content) remains the Intellectual Property of the Company, including (without limitation) any source code, analytics, insights, ideas, exercises, enhancements, feature requests, suggestions or other information provided by the Client or any other party with respect to VROMO.
    3. The Client agrees and accepts that VROMO is the Intellectual Property of the Company and the Client warrants that by using VROMO the Client and its Authorised Users will not
       1. copy VROMO or the services that it provides for the Client’s or Authorised User’s own commercial purposes;
       2. gain unauthorized access to VROMO or its related systems or networks; and
       3. directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in VROMO or any documentation associated with it.
    4. The Company has moral & registered rights in its trade marks and the Client shall not copy, alter, use or otherwise deal in the marks without the prior written consent of the Company.

11. Confidentiality

    1. Each Party (the “Receiving Party”) acknowledges that, in the course of this Agreement, it may obtain Confidential Information from the other Party, (the “Disclosing Party”). The Receiving Party shall keep in confidence all Confidential Information disclosed by the Disclosing Party and shall not use Confidential Information except in furtherance of this Agreement. The Receiving Party shall not disclose any Confidential Information to any person without the Disclosing Party’s prior written consent except that the Receiving Party may disclose the Confidential Information to its officers, employees, independent contractors and agents (“Representatives”) on a “need-to-know” basis, provided that such Representatives are bound by a written agreement with materially the same terms and conditions as this clause 11.1 and the Receiving Party remains ultimately liable for any breach thereof.
    2. The obligations of confidentiality shall continue during the term of this Agreement and thereafter, unless and until such Confidential Information falls within one of the exceptions outlined in clause 11.3.
    3. This clause 11.3 shall not apply with respect to information the Receiving Party can document: (a) is in the public domain as a result of no act or omission of the Receiving Party or its employees or agents; (b) is received by the Receiving Party from third parties without restriction and without breach of a duty of nondisclosure by such third party; (c) was independently developed by the Receiving Party without reliance on the Confidential Information; or (d) is required to be disclosed by operation of law or by order of a court or administrative body of competent jurisdiction (provided that, where permitted under law, prior to such disclosure, the Receiving Party shall first give notice to the Disclosing Party such that the Disclosing Party has the opportunity to contest such order or requirement of disclosure or seek appropriate protective order).
    4. Any breach or threatened breach by the receiving party of an obligation under this Agreement may cause the Discloser immediate and irreparable harm for which damages alone may not be an adequate remedy. Consequently the Discloser has the right, in addition to other remedies available at law or in equity, to seek injunctive relief against the receiving party (and its agents, assigns, employees, officers and directors, personally) or to compel specific performance of this clause.
    5. A party must notify the Discloser in writing, giving full details known to it immediately, when it becomes aware of any actual, suspected, likely or threatened breach by any person of any obligation in relation to the Confidential Information, or any actual, suspected, likely or threatened theft, loss, damage, or unauthorised access, use or disclosure of or to any Confidential Information.

12. Liability & Indemnity

    1. Without any prejudice to any other rights or remedies of the Company, the Client agrees to indemnify and to keep indemnified the Company and its affiliates against all direct liabilities, costs, proceedings, expenses (including legal expenses and other professional fees and expenses), damages, and losses suffered or awarded against or incurred or paid by the Company for any claims, proceedings or demands arising out of or in respect of:
       1. injury, illness or death or damage to property caused to any person arising out of or in connection with the Client and/or its Authorised Users use of VROMO;
       2. any claim of infringement of intellectual property rights or claim of breach of confidentiality by any Third Party, in each case, arising as a result of the Client’s or Client’s Authorised Users’ use of VROMO;
       3. any claims relating to the content or nature of Customer Data, including Customer Data in breach of clause 8.2;
       4. the breach of any warranty, covenant or other obligation contained in this Agreement by the Client or any of its Authorised Users; or
       5. Client’s or any of its Authorised Users’ alleged or actual use, misuse, inappropriate use or failure to use VROMO.
    2. To the maximum extent permitted by applicable law, the Company shall not be liable to any Client or Authorised Users for any (a) loss (direct or indirect) of revenues, profits, business, contracts, opportunity, anticipated savings or goodwill; or (b) special, indirect or consequential loss, costs, damages, charges or expenses, in each case, however caused, even if foreseeable.
    3. Nothing in the Agreement shall exclude or in any way limit either party’s liability for (a) death or personal injury caused by its own negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot be excluded by law.
    4. To the extent permitted by law and subject to clauses 12.2 and 12.3, the Company’s total aggregate liability arising out of or related to this agreement under any theory of law (including liability for negligence or breach of statutory duty) shall be limited to the total amount of fees paid by the Client in the six months prior to the event giving rise to the liability.

13. Termination

    1. This Agreement shall come into force on the Effective Date and shall either continue for the Term or if no such date specified, continue for three (3) years and thereafter it shall automatically renew for successive periods of twenty-four (24) months, unless: (a) either party notifies the other party of termination, in writing, providing at least sixty (60) notice days or (b) it is otherwise terminated in accordance with the provisions of this Terms of Service.
    2. Deleting VROMO does not constitute termination of this Agreement, although the Company may terminate this Agreement in the event it determines in its reasonable discretion that VROMO has been deleted and the Client’s intention is to cancel or terminate their account and this Agreement.
    3. The Client agrees and accepts that deletion of VROMO may result in loss of data for which the Company is in no way liable.
    4. Either party may terminate this Agreement with immediate effect at any time on written notice to the other if that other party:
       1. is in material or persistent breach of any of the material terms of this Agreement and either that breach is incapable of remedy, or the other party fails to remedy that breach within 30 days after receiving written notice requiring it to remedy that breach; or
       2. is unable to pay its debts, or becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction.
    5. Expiry or termination of this Agreement is without prejudice to and does not affect the accrued rights or remedies of any of the parties arising in any way out of this Agreement up to the date of expiry or termination.

14. Force Majeure

    1. If a party is prevented in whole or in part from carrying out its obligations under this Agreement as a result of Force Majeure, it will promptly notify the other party accordingly. The notice must
       1. specify the obligations and the extent to which it cannot perform those obligations,
       2. fully describe the event of Force Majeure,
       3. estimate the time during which the Force Majeure will continue, and
       4. specify the measures proposed to be adopted to remedy or abate the Force Majeure.
    2. Following a notice of Force Majeure in accordance with clause and while the Force Majeure continues, the obligations which cannot be performed because of the Force Majeure will be suspended, other than obligations to pay money that is due and payable.
    3. The party that is prevented from carrying out its obligations under this Agreement as a result of Force Majeure must remedy the Force Majeure to the extent reasonably practicable and resume performance of its obligations as soon as reasonably possible.
    4. The party that is prevented from carrying out its obligations under this Agreement as a result of Force Majeure must take all action reasonably practicable to mitigate any loss suffered by the other party as a result of the party’s failure to carry out its obligations under this Agreement.
    5. The term of this Agreement will not be extended by the period of Force Majeure.

15. Disputes

    1. All disputes shall be handled in accordance with the following process:
    2. Negotiation. If there is a dispute between the parties relating to or arising out of this Agreement, then within 5 Business Days of a party notifying the other party of a dispute, senior representatives from each party must meet (or discuss directly via the telephone or video conference) and use all reasonable endeavours acting in good faith to resolve the dispute by joint discussions;
    3. Mediation. If the dispute between the parties relating to or arising out of this Agreement is not resolved within five Business Days of notification of the dispute under Clause 15.1, the parties must agree to submit the dispute to mediation, administered by lawyers engaged in alternative dispute resolution;
    4. Court proceedings. A party may not commence court proceedings in relation to a dispute relating to or arising out of this Agreement until it has exhausted the procedures in this clause unless the party seeks appropriate injunctive or other interlocutory relief to preserve property or rights or to avoid losses that are not compensable in damages.

16. General

    1. Notice. A consent notice or communication under this Agreement is effective if it is sent as an electronic communication unless required to be physically delivered under law. Notices must be sent to the parties’ most recent known contact details. It is the Client’s responsibility to update its contact details as they change.
    2. Amendment. Any amendment, waiver or variation of this Agreement shall not be binding on the parties unless set out in writing, expressed to amend this Agreement and signed by or on behalf of each of the parties.
    3. Assignment. The Company may assign or otherwise create an interest in its rights under this Agreement by giving written notice to the Client. The Client has no right of assignment, novation or sub-licence, except to an Affiliate except with the prior written consent of the Company.
    4. Disclaimer. Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreemen
    5. Relationship. Nothing in this Agreement shall create, or be deemed to create, a partnership or the relationship of principal and agent or employer and employee between the Parties.
    6. Waiver. No clause of this Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing.
    7. Further Assurances. Each party must do anything necessary (including executing agreements and documents) to give full effect to this Agreement and the transactions facilitated by it.
    8. Entire Agreement. This Agreement together with any documents otherwise referred to or incorporated by reference herein contain the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter.
    9. Severability. Any clause of this Agreement, which is invalid or unenforceable, is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.
    10. Publicity. The Company has the right to reference and use the other’s name and trade marks in each case in its business development and marketing efforts, including without limitation its website. In addition the Client shall display on its website a reference that their services are “powered by VROMO”.
    11. Governing Law. This Agreement is governed by the laws of Ireland and each of the parties hereby submits to the exclusive jurisdiction of the Irish courts.

Appendix 1

Additional Terms Drivers, End Users

1. Driver Terms
   1. Prior to providing a Driver with access to VROMO, the Client shall ensure that the Driver enters into an agreement with the Client to include the following terms:
      1. The Driver uses VROMO at its own risk and further acknowledges that, to the extent permitted by law, under no circumstance will VROMO be liable for any injury, illness, death or damage to property resulting from the Driver’s use of VROMO;
      2. Any claim based on injury, illness, death or damage to property that results from a Driver’s use of VROMO is the responsibility of, and must be directed to, the Client and VROMO accepts no liability of any nature in relation to such use;
      3. The Driver remains responsible at all times for ensuring that it holds all requisite qualifications to drive a vehicle and complies with any laws and policies governing the services they provide. Under no circumstance will VROMO be responsible for a Driver’s failure to comply with any law or policy;
      4. In no circumstance will VROMO be responsible for a Driver’s operation of a Vehicle. The Driver remains responsible for safely operating a Vehicle, including using the GPS functions offered by VROMO; and managing their own health and fatigue;
      5. To the extent permitted by law, VROMO accepts no liability for the accuracy of any information made available using VROMO, including route or location information supplied by Google Maps. Any reliance on the information available through VROMO is at the Driver’s own risk;
      6. All information about a Driver is controlled by the Driver or Client;
      7. All information inputted into VROMO about a Driver is provided with that Driver’s consent. VROMO may share the Personal Information collected by VROMO on the Driver with
         1. each Client connected to the Driver’s account, for the purposes of tracking an Order, monitoring a Vehicle or any other matter pertaining to the engagement of the Driver by the Client; and
         2. each End User for the purposes of tracking an Order as controlled by the Client.
      8. Any concerns that the Driver may have regarding a Client’s use of, and the granting of access to the Driver’s Personal Information via VROMO must be directed to the relevant Client;
      9. VROMO may send the Driver emails, text messages, documents, images, push notifications, Order details and other alerts on behalf of Clients; and
      10. Any consent, authority or statement made by a Driver through VROMO does so as an electronic transaction and warrants that such transaction is valid and binding.
2. End User Terms
   1. Prior to providing an End User with access to VROMO, the Client shall ensure that the End User enters into an agreement with the Client to include the following terms.
      1. The End User uses VROMO at its own risk and VROMO holds no duty of care to an End User to ensure ongoing access to VROMO;
      2. VROMO may share Personal Information regarding the End User with each Client and Driver that the End User engages with via VROMO, on the terms of the agreement between VROMO and Client, and in compliance with VROMO’s Privacy Policy;
      3. VROMO makes no warranty or representation as to the quality or fitness-for-purpose of any service offered or managed by a Client via VROMO, including in relation to an Order;
      4. VROMO makes no warranty or representation as to the qualifications or character of any Driver;
      5. VROMO shall not be responsible to an End User relative to an Order under any circumstance;
      6. To the fullest extent permitted by law, VROMO takes no responsibility for any harm or loss suffered by an End User as a result of using VROMO;
      7. If an End User suffers loss or harm as a result of using VROMO, the End User agrees that:
         1. the End User shall have no recourse against VROMO; and
         2. the responsible Client that the End User was engaging with via VROMO remains responsible for any such loss or harm;
      8. Any consent, authority or statement made by an End User through VROMO does so as an electronic transaction and warrants that such transaction is valid and binding; and
      9. For the avoidance of doubt an End User shall have no claim against VROMO for its use of, or reliance on any information provided via VROMO. Any claim that an End User may have arising from its access to, or reliance on information accessed via VROMO shall be between the End User and the Client that provided the information, and not involve VROMO under any circumstances.

Appendix 2

Data Protection Policy

VROMO is committed to working in accordance with the General Data Protection Regulation and with the highest standards of ethical conduct.

This policy outlines the behaviours and standards required of the; organisation, all employees, workers and third parties in relation to the collection, retention, transfer, disclosure, use and destruction of any personal data.

Data Protection Principles

The Organisation is committed to adhering to the Data Protection Principles which state:

1. Data must be processed lawfully, fairly and in a transparent manner
2. Data must be obtained for specified, explicit and legitimate purposes and not further processed in a manner that is incompatible with those purposes
3. Data processed must be adequate, relevant and limited to what is necessary
4. Data must be accurate and, where necessary, kept up to date, every reasonable step must be taken to ensure data that are inaccurate, are erased or rectified without delay.
5. Data must not be kept for longer than is necessary for the purposes for which the data are processed.
6. Data must be processed in a manner that ensures appropriate security of the personal data, including protection against unauthorised or unlawful processing, accidental loss, destruction or damage, using appropriate technical or organisational measures.

Information is kept and processed about individuals for legal purposes (such as for payroll), for administration purposes and for the purposes of day-to-day people-management. VROMO is aware that in order to process personal data, or sensitive personal data VROMO must rely on the data being:

– necessary for the performance of a contract, or;
– in preparation for a contract, or;
– to comply with our legal obligations, or;
– for our legitimate business interests or;
– to perform a task carried out in the public interest or in the exercise of an official authority.

If the organisation wishes to hold and process data which does not fall within conditions listed above then it will seek to obtain the consent of the individual.

Right of Access
Individuals have the right to access to information stored about them. Employees can ask for access to their own personal details held electronically or held manually. Employees who wish to see their records should give notice electronically and in writing to the Finance Director. VROMO has up to 1 month to provide the information following the subject access request, which it will usually do in electronic format.

In complex cases, or where there are numerous related requests, VROMO will liaise with the individual to inform them of progress, and if it is not possible to complete the request within 1 month, VROMO will inform the individual of the delay, the reasons for the delay and reserves the right to extend the timescale for completion by up to a further 2 months.

In the event that data is retained with third parties, VROMO will ensure that the request is communicated and actioned by the third party in line with the timescales outlined above, unless impossible or would require disproportionate effort.

VROMO reserves the right to charge a fee or refuse to a respond to a request if it is manifestly unfounded or excessive. Similarly, VROMO reserves the right to withhold personal data if disclosing it would adversely affect the rights and freedoms of others.

Rectification of Data
VROMO is committed to keeping data that is accurate and up to date. Data will be checked for accuracy where possible, and any data that is in accurate, out of date or unnecessary will be corrected or erased as appropriate.

Where an individual identifies that their personal data is incorrect, or incomplete or where they are aware that their personal data has changed, they must inform the organisation as soon as possible. The organisation will then take steps to rectify any inaccuracies as soon as possible, and at the latest within 1 month.

In complex cases, or where there are numerous cases, VROMO will liaise with the individual to inform them of progress, and if it is not possible to complete the request within 1 month, VROMO will inform the individual of the delay and the reasons for the delay and reserves the right to extend the timescale for completion by up to a further 2 months.

In the event that data has been disclosed to third parties, VROMO will ensure that the request for rectification is communicated and actioned by the third party in line with the timescales outlined above, unless this is impossible or would involve disproportionate effort.

The Right to be Forgotten
Also known as ‘the right to erasure’, the right to be forgotten doesn’t provide an absolute right to be forgotten, but data subjects have a right to have personal data erased and to prevent processing in some circumstances i.e.

● Where the personal data is no longer necessary in relation to the purpose for which it was originally collected/processed;
● When the individual withdraws consent;
● When the individual objects to the processing and there is no overriding legitimate interest for continuing the processing;
● The personal data was unlawfully processed;
● The personal data has to be erased in order to comply with a legal obligation;
● The personal data is processed in relation to the offer of information society services to a child.

If you wish to ask for your own personal data to be partially/fully erased and no longer processed, please write to the Finance Director with full details of your request. VROMO has up to 1 month to respond to you and either delete the data or explain why it is unable to comply with your request. Circumstances where VROMO may be unable to comply include there it is required to retain the information by law, or if the data is needed in connection with legal proceedings.

In complex cases, or where there are numerous related requests, VROMO will liaise with you to inform you of progress, and if it is not possible to respond to your request within 1 month, VROMO will inform you of the delay, the reasons for the delay and reserves the right to extend the timescale for completion by up to a further 2 months, if necessary.

In the event that data is retained with third parties, VROMO will ensure that the request is communicated and if appropriate actioned by the third party in line with the timescales outlined above.

Security of Data
VROMO is committed to taking steps to ensure that personal data is protected, and to prevent any unauthorised access, accidental loss, destruction, unlawful processing, equipment failure or human error, and will do this through the continual monitoring of our security systems and by regular training and awareness raising.

Any data breaches, will be managed according to the procedures documented in our Data Protection Breach Reporting Policy and Procedure.

Data Retention
VROMO is committed to ensuring that subject data is kept for no longer than necessary and only kept as long as it’s relevant and necessary for legitimate purposes. As soon as data is no longer necessary for the purposes for which it was originally collected, it will be securely deleted, unless it is necessary to keep the data.

VROMO does not intentionally keep data longer than necessary and when data is no longer required, VROMO is committed to securely deleting it as soon as possible. For more information and our retention guidelines, please refer to our Data Retention Policy.

Data Breaches
All staff are responsible for data protection and should be alert to any actual, suspected, threatened or potential data protection breaches. As soon as a data protection breach has been discovered, where possible, the member of staff should complete a Data Protection Breach Reporting Form (to the fullest extent possible at that time), which provides full details concerning the breach. This form should then be passed to the Finance Director as soon as possible and within 24 hours of the discovery of the breach.

If you need help completing the form, or are unable to complete the form, then any delay should be avoided and instead the matter should be reported immediately, either verbally or using electronic means, such as email.

Monitoring
We are committed to monitoring this policy and will update it as appropriate.