STANDARD TERMS AND CONDITIONS OF SALE

 

1. Applicability

These general terms and conditions apply to all offers, orders, and agreements between Miggy BV and the customer, unless otherwise agreed upon in writing.

2. Definitions

Miggy BV: Refers to the company Miggy BV, located at Dennelaan 45, 2282 JA in Rijswijk, and is responsible for providing the products and services as described in these terms.

The customer: Refers to the person or organization that purchases products or services from Miggy BV as described in these terms.

3. Orders and agreements 

3.1 Orders are only final after they have been confirmed by us. We reserve the right to refuse or modify orders for any reason.

3.2 Any changes to an agreement are only valid if agreed upon in writing by both parties.

 

4. Prices and payment

4.1 All prices are in euros and exclude VAT, shipping costs, and any other surcharges, unless otherwise stated.

4.2 Payment must be made within the specified period after receipt of the invoice, unless otherwise agreed.

4.3 Miggy BV reserves the right to adjust prices annually, for example, for inflation correction. Any price changes will be communicated to the customer in a timely manner and always in good consultation.

4.4 Payment Default:

If the customer does not pay the subscription fees or does not pay them on time as agreed, this is considered a payment default. This includes cases where the payment is refused, delayed, or not fully made within the established timeframe as indicated in the invoice or agreement.

4.5 Standard follow-up in case of payment default:

In case of payment default, Miggy BV follows a standard procedure in accordance with legal regulations:

1. First reminder – After the payment deadline has passed, a first payment reminder will be sent.
2. Second reminder – If payment is not received after the first reminder, a second reminder will follow.
3. Reminder and administrative costs – If payment is not received after the second reminder, Miggy BV is entitled to charge €60 in administrative costs and to send a reminder.
4. Collection – If payment is still not received after the reminder, the claim can be outsourced to a collection agency. All costs associated with this will be borne by the customer.

4.5  Right to suspension:

In the event of payment default, Miggy BV reserves the right to suspend the services provided to the customer, including but not limited to access to the SaaS solutions, until all outstanding payments have been fully settled. The customer will be notified and given a reasonable period to resolve the payment arrears before the suspension takes effect.

4.6  Resumption of services:

Upon receipt of the due payments, Miggy BV will reactivate the suspended services within a reasonable timeframe, subject to any administrative fees or interest that may apply for the payment default.

4.7  No liability:

Miggy BV is not liable for any damage, loss, or inconvenience resulting from the suspension of services due to the customer's payment default. The customer remains responsible for all outstanding payments and any additional costs arising from the payment default.

5.  Retention of title

5.1 The delivered products remain the property of Miggy BV until full payment has been received.

5.2 In the event of non-payment, the goods are immediately due and Miggy BV has the right to reclaim them.

5.3 If Miggy BV is forced to take back the delivered items, they must be in new condition as they were delivered by Miggy. If the goods have been used and damage has occurred or items/parts are missing, Miggy BV will fully recover the costs of this damage from the customer.

 

6. Contract periods and billing

6.1 No fixed contract periods:

Miggy BV does not generally work with fixed contract periods. Services are provided without a mandatory minimum duration, unless otherwise agreed in writing with the client.

6.2 Monthly billing:

Billing for the services provided occurs per full calendar month, unless otherwise agreed in writing with the customer. This applies regardless of whether a device and/or service is actively used, or whether it is on or off. Miggy BV ensures that the service is always available, similar to a mobile service where the SIM card and subscription are always operational. The customer cannot claim a reduction in costs based on non-use of the service. 

6.3 Termination of services:

The customer can terminate the services of Miggy BV at any time, observing a notice period of 1 month, unless otherwise agreed in writing with the customer. Any outstanding invoices must be paid in full.

6.4 Change of billing period:

Any changes to the billing period must be agreed upon in writing between Miggy BV and the customer.

7. Liability

7.1 Limitation of Liability

To the extent permitted by law, the total liability of Miggy BV for an attributable shortcoming, unlawful act, or any other legal ground is limited to the amount paid by the customer to Miggy BV for the relevant delivery or service during the twelve (12) months preceding the event that gave rise to the liability.

7.2 Exclusion of consequential damages

Miggy BV is not liable for any indirect, incidental, special, punitive, or consequential damages, including but not limited to loss of profits, loss of data, goodwill, or interruption of business operations, arising from the use or inability to use our products or services, even if we have been advised of the possibility of such damages.

7.3 Force majeure

Miggy BV is not liable for any delay or non-fulfillment of our obligations under this agreement due to circumstances beyond our reasonable control, including but not limited to war, terrorism, natural disasters, strikes, government actions, or technical failures.

7.4 Data and sensor data

Miggy BV makes no guarantees regarding the accuracy, completeness, or timeliness of the sensor data and information provided on our website, portal, or in our documentation. We are not liable for any damage or loss caused by the use of such information.

7.5 Third-party products and services

Miggy BV is not responsible for any damage caused by products or services from third parties offered through our website, even if we have recommended or promoted such products or services.

7.6 Delivery of third-party solutions

Miggy BV provides, among other things, products, software, connectivity solutions, and services that have been wholly or partially developed, produced, certified, or supplied by third parties. Miggy BV acts as a reseller, distributor, integrator, or service provider in this capacity.

7.7 Manufacturing, design, and certification errors

Miggy BV is not liable for damages resulting from design, manufacturing, certification, safety, or production errors of third-party products or services. Any warranties regarding such products or services are limited to the warranties provided by the respective manufacturer or supplier.

7.8 Customer Responsibility

The customer is responsible for the use of the delivered products and services in accordance with the documentation, instructions, certifications, and applicable laws and regulations provided by Miggy BV, the manufacturer and/or the supplier.

7.9 Insured liability

If a liability insurance policy from Miggy BV provides coverage for the damage in question, Miggy BV's liability is limited to the amount actually paid out by the insurer, plus any applicable deductible.

7.10 Aviation, transport, and tracking applications

For products used in aviation, transport, logistics, or tracking applications, including but not limited to GPS trackers, sensors, air freight trackers, and telematics systems, Miggy BV provides no additional warranties regarding safety, certification, airworthiness, suitability for a particular purpose, or compliance with industry-specific regulations, other than those expressly provided by the manufacturer.

7.11 No guarantee of localization, security, or recovery

The products and services provided by Miggy BV are tools for monitoring, tracking, and data collection. Miggy BV does not guarantee that objects, cargo, vehicles, vessels, aircraft, containers, or other assets can be located, tracked, protected, recovered, or secured against loss, theft, embezzlement, sabotage, damage, or unauthorized use at all times.

7.12 Exclusion of liability for loss or theft

Miggy BV is not liable for loss, theft, misplacement, damage, or destruction of any object on or in which a product or service of Miggy BV has been applied, nor for any direct or indirect damages resulting therefrom, unless there is intent or willful recklessness on the part of the management of Miggy BV.

7.12 Dependence on external infrastructure

Failures in satellite connections, mobile networks, radio communication, GPS systems, software, cloud platforms, or other external infrastructure that affect the operation of tracking services are not the responsibility or risk of Miggy BV.

8.​ Connectivity

8.1 Network coverage:

Miggy BV uses a third-party network for connectivity services. The availability and coverage of this network are determined by the network provider, and Miggy BV is not responsible for any limitations in coverage.

8.2 End-to-end solutions:

For customers who purchase an end-to-end solution, where connectivity is provided as part of the total package, Miggy BV is responsible for the proper functioning of the connectivity within the limits of available coverage.

8.3 Connectivity services:

For customers who only use connectivity services, the responsibility for the coverage and reliability of the network remains with the network provider. Miggy BV assumes no responsibility for any limitations or disruptions in connectivity.

8.4 Services:

If Miggy BV provides a SIM card with connectivity, it is standardly supplied with the services DATA and SMS, so that the connected equipment can be tested and function correctly. If the customer desires a different configuration, the customer must indicate this to Miggy BV.

8.4 Support:

Miggy BV will make reasonable efforts to assist the customer with any connectivity issues and will act as an intermediary between the customer and the network provider to resolve problems.

8.5 Security and responsibility:

The customer is responsible for securing their equipment and taking appropriate measures to prevent unauthorized access. 

8.6 Legal duty of care:

The customer has a general legal duty of care to take reasonable measures to prevent harm to others. This applies to situations where the customer places equipment on the internet. The customer is expected to take the necessary measures to ensure that this equipment is secure and does not cause harm to others, such as preventing hacks. Miggy BV strongly advises the customer to implement the following security measures:

• Regular updates and patches
• Implementation of a firewall
• Use of strong authentication
• Awareness training for employees
• Conducting security audits
• Use of encryption
• Developing an incident response plan
• Monitoring of network activity 

8.7 Unauthorized use and consumption costs:

In the event of a hack or other unauthorized use of the connectivity that incurs additional usage costs, the customer is fully responsible for these costs.

 

9. Warranty Conditions

9.1 Warranty period:

Miggy BV offers a warranty period of 1 year on hardware products from the date of purchase, unless otherwise stated in the product documentation or agreement.

9.2 Scope of the warranty:

The warranty covers manufacturing defects and material defects that hinder the normal operation of the hardware. The warranty does not cover damage caused by improper use, accidents, negligence, modifications, or warranty claims:

9.3 Warranty claims:

To make a warranty claim, the customer must contact Miggy BV within the warranty period and return the defective product according to Miggy BV's instructions.

Miggy BV reserves the right to repair or replace the defective product at its discretion.​

9.4 Exclusions:

The warranty does not cover accessories, software, or other products that are not directly manufactured by Miggy BV.

The warranty does not cover normal wear and tear or consumable parts of the hardware, such as batteries. 

9.5 Limitations:

The maximum liability of Miggy BV under this warranty is limited to the purchase price of the defective product. Miggy BV is not liable for indirect, incidental, or consequential damages arising from the use of the hardware. In cases where the hardware becomes defective due to misuse, negligence, improper use, or improper maintenance by the customer, Miggy BV is not liable for any damages, losses, or costs arising from such situations.

9.6 Warranty transfer:

This warranty applies exclusively to the original purchaser and is not transferable to third parties.

9.7 Warranty type:

Miggy BV offers a Carry-in warranty, which means that the customer is responsible for transporting the defective product to the designated service center of Miggy BV for repair or replacement.

9.8 Availability of services:

Miggy BV aims to make our services available to the customer with a minimum uptime of 99.9% per calendar month, except for scheduled maintenance or unforeseen circumstances beyond our control.

 

10. Intellectual Property

10.1 Ownership of intellectual property:

All intellectual property rights related to the products and services of Miggy BV, including but not limited to patents, copyrights, trademarks, trade secrets, and other proprietary rights, remain the property of Miggy BV.

10.2 Use of intellectual property:

The customer receives a limited, non-exclusive, non-transferable license to use the products and services of Miggy BV in accordance with the terms of use as stated in the product documentation or agreement.

The customer is not permitted to copy, modify, distribute, reverse-engineer, decompile, or otherwise attempt to access the source code or other intellectual property rights of Miggy BV's products or services.

10.3 Intellectual property infringement:

Miggy BV will take all reasonable measures to protect its intellectual property rights against infringement. In the event of alleged infringement by the customer, Miggy BV reserves the right to take appropriate legal action to enforce its rights and seek compensation for any damages.

10.4 Customer data:

The customer retains all intellectual property rights to data they provide to Miggy BV for the use of the products and services. Miggy BV will treat such customer data confidentially and will only use it in accordance with applicable law and Miggy BV's privacy policy.

 

11. Data processing and consent

11.1 Consent for data processing:

By using the products and services of Miggy BV, the customer agrees that Miggy BV processes personal data and other information of the customer in accordance with Miggy BV's privacy policy and applicable data protection legislation.

11.2 Purpose of data processing:

Miggy BV processes customer data for the delivery, improvement, and maintenance of products and services, providing customer support, complying with legal obligations, and other legitimate purposes.

11.3 Data Security:

Miggy BV takes appropriate technical and organizational measures to protect the confidentiality, integrity, and availability of customer data against unauthorized access, disclosure, alteration, or destruction.

11.4 Access to data:

Miggy BV may engage authorized employees and third parties to access customer data for the purposes described above. These parties will be bound by confidentiality obligations and will only process the data in accordance with Miggy BV's instructions.

11.5 Protection of personal data:

The customer has the right to access their data, correct it, delete it, restrict processing, object to processing, and request data portability.

 

12. Use of API (Application Programming Interface)

12.1 Permission for API use:

If the customer chooses to use the API provided by Miggy BV, the customer agrees that Miggy BV may collect, process, and use certain data from the customer and/or from the equipment provided by the customer for the purpose of delivering and improving the API services.

12.2 Usage Restrictions:

The customer may only use the API in accordance with the documentation and instructions provided by Miggy BV. The customer is not permitted to use the API for illegal or unauthorized purposes, or to infringe on the rights of third parties.

12.3 API Access Security:

The customer is responsible for keeping their API access credentials secure and for preventing unauthorized access to their account. The customer will promptly notify Miggy BV of any suspicions of unauthorized use of their API access. 

12.4 Liability:

Miggy BV is not liable for any damage or loss caused by the customer's use of the API, including but not limited to data loss, system malfunctions, or security breaches.

 

13. Execution of SaaS service

13.1 Access to the service:

By using our SaaS services, the user agrees to gain access to the software and functionalities offered by Miggy BV. This access is subject to the terms outlined in this agreement.

13.2 User Responsibilities:

The user is responsible for keeping their login credentials safe and confidential and for using the SaaS services in accordance with this agreement and all applicable laws and regulations. The user agrees not to infringe on the rights of third parties when using the SaaS services.

13.3 Changes and updates:

Miggy BV reserves the right to modify, update, or improve the SaaS services to enhance functionality or adapt to changing needs. Such changes may be made without prior notice to users, but we will do our best to inform users of significant changes.

14. Data ownership and storage

14.1 Ownership of data: 

All data that is collected, processed, or stored through the services of Miggy BV remains the property of the customer. Miggy BV acts as a processor of this data, with the aim of delivering the agreed-upon services.

14.2 Data retention period: 

Miggy BV will retain the data for a minimum of 12 months, unless otherwise agreed or legally required to maintain it for a longer period. After this period, Miggy BV reserves the right to anonymize or delete the data, unless the customer explicitly requests an extension of the retention period.

14.3 Protection and confidentiality of data: 

Miggy BV will take appropriate technical and organizational measures to protect the integrity and confidentiality of the data, in accordance with applicable privacy legislation.

15. Overmacht

15.1 Definition of force majeure:

Miggy BV is not liable for the non-fulfillment or delay in the fulfillment of its obligations if this is caused by circumstances beyond the reasonable control of Miggy BV. Force majeure is understood to mean: any circumstance that is not reasonably foreseeable or avoidable and that makes the performance of Miggy BV's obligations impossible or significantly more difficult. Examples of this include, but are not limited to, natural disasters, war, pandemics, government measures, strikes, fire, telecommunications failures, supply chain disruptions, or limitations due to technical failures.

15.2 Suspension of obligations:

During the period of force majeure, the obligations of Miggy BV will be suspended. Miggy BV will make an effort to provide alternative solutions to meet its obligations as soon as circumstances allow.

15.3 Right to termination in case of prolonged force majeure:

If the force majeure situation lasts longer than 60 days, both the customer and Miggy BV have the right to terminate the agreement in writing, without any entitlement to compensation in that case.

16.  Toepasselijk recht en geschillen

16.1 Applicable law and competent court:

This agreement is governed by Dutch law. Disputes between the parties will be submitted to the competent court in The Hague.

16.2 Divisibility of provisions

If any provision of these terms is found to be invalid or unenforceable by a competent court, the remaining provisions shall remain in effect and shall continue to apply in full. The invalid or unenforceable provision will be replaced by a valid and enforceable provision that closely matches the intent of the original provision.