CLAUSE 1. Agreement and Acceptance to Terms and Conditions
1.1. These Terms and Conditions (the “Terms and Conditions”) apply to all Agreements (hereafter defined) to be concluded by AROBS ETOLL SOLUTIONS S.R.L., also known under its trade name AROBS ETOLL SOLUTIONS S.R.L., is a Limited Liability Company, having its registered seat in Cluj- Napoca, Romania, and its principal place of business in 400409 Cluj-Napoca, at Strada MINERILOR, Nr. 63., registered at the Trade Register of the Chambers of Commerce in Romania, under number J12/1085/2022, for the purpose hereof represented by Ovidiu Bojan (“AROBS”) with Our Clients (hereafter defined) under which We provide services (the “Services”), devices and equipment such as OnBoard Units (“Equipment”) as specified in these Terms and Conditions.
1.2. All Services provided by Us are subject to these Terms and Conditions, which are available at www.etoll.solutions. We always reserve the right to wholly or partially modify, change and/or replace the Website and the information it contains.
1.3. Any Client using Our Services and Equipment will be deemed to understand these Terms and Conditions and to have expressly accepted them without reservation. Legal persons who are directly or indirectly involved in any way in the Services provided by Us or on Our behalf can also rely on these Terms and Conditions.
1.4. Amendments.
a. AROBS ETOLL SOLUTIONS reserves the right to make amendments to these Terms and Conditions from time to time without prior notice. All such amendments to these Terms and Conditions will be placed online.
b. The Client’s continued use of Our Services, the Client Portal or Website constitutes an acceptance to these Terms and Conditions and any amendments thereto.
c. If Client does not agree to an amendment, Client may provide its written notice to Us requesting termination of this Agreement. Failing that, this shall be deemed to constitute Client’s acceptance without reservation to such amendment.
d. Any amendment of the Toll Charger or Service Provider Terms & Conditions shall be immediately reflected without need of any notice.
1.5. The term “Agreement” includes Framework Agreements, these Terms and Conditions, MSE’s Application, the Standard Price List, the terms of use of websites and Online Portal made available to the Client by AROBS ETOLL SOLUTIONS. The term Agreement also includes any terms and conditions, or additional agreements required by third parties, Toll Chargers, or Service Providers for the provision of additional Services, including, where applicable, the fees which grant a right thereto, or with respect to Toll Chargers, the pricing conditions and in particular the discounts and/or rebates applied to the Tolls by each Toll Charger (“Service Provider Terms and Conditions”).
1.6. Client agrees to be bound by any additional Agreements and Service Provider Terms and Conditions, as applicable, to Services offered by Toll Chargers or Service Providers which AROBS ETOLL SOLUTIONS may engage with on behalf of the Client.
CLAUSE 2 – Application
2.1. Client’s Application must be duly completed, dated, and signed by an authorized person of Client, and returned to AROBS ETOLL SOLUTIONS accompanied by all the information requested by Us.
2.2. The Client declares that it is providing AROBS ETOLL SOLUTIONS with valid documents in order to proceed with the registration of its vehicles. It thus guarantees the accuracy and veracity of the said documents regarding the applicable regulations.
2.3. The Client is personally liable to the Toll Chargers for the accuracy and completeness of the information provided to AROBS ETOLL SOLUTIONS, including information for the personalization of OBUs, and for the presence of the appropriate OBU in the right Vehicle. In the event of an error, the Client will be liable for the penalties or sanctions specified by the Toll Charger concerned.
2.4. The Client is solely responsible for providing the information and documents required for activating the OBUs, and for any subsequent modifications affecting them. AROBS ETOLL SOLUTIONS may request that the Client produce any necessary documents requested by the Toll Chargers. In this case, the Application or any other request by the Client concerned will not be processed by AROBS ETOLL SOLUTIONS until the requested documents are received.
2.5. AROBS ETOLL SOLUTIONS reserves the right not to accept an Application or request for any Service in its discretion, including but not limited to: (a) Our underwriting team does not accept the Application due to incomplete information; (b) if the Client is known to be bankrupt or insolvent; (c) if a previous Agreement entered into by the Client in connection with the EETS Service or with one or more Toll Chargers or Service Providers was terminated for fraud or a failure to pay; and/or (d) if the Client fails to pay an invoice and/or billing statement issued by AROBS ETOLL SOLUTIONS within the contractually stipulated payment periods.
CLAUSE 3 – Definitions
3.1 For all purposes of this contract, the following terms have the meanings set out below:
“Affiliate” means in reference to a person, any other person that: (a) directly or indirectly controls or is controlled by the first person; or (b) is directly or indirectly controlled by a person that also directly or indirectly controls the first person. A person controls another person if that first person has the power to direct or cause the direction of the management of the other person, whether directly or indirectly, through one or more intermediaries or otherwise, and whether by ownership of shares or other equity interests, the holding of voting rights or contractual rights, by being the general Partner of a limited partnership, or otherwise. An Affiliate of MSE is also an Affiliate of Royal Dutch Shell, plc.
“Agreement” includes the Framework Agreements these Terms and Conditions, the Application, Our Standard Price List, and the terms of use of the website, Client Portal and Online Services made available to the Client. The term Agreement also includes any additional (required) Agreements for new Services.
“Acceptance Network” means all the Networks on which the OBU is accepted by Toll Chargers.
“Application” (registration) means the application (or registration) used to apply to become a client and request Services (in the context of concluding an Agreement), specifying the identity of the Client and the Client’s contact details, among other things. Only duly completed, dated, and signed Applications will be processed by AROBS ETOLL SOLUTIONS. Applications are to be submitted via the Client Portal, and/or Our Customer Support or Sales Team.
“Anti-Corruption laws” means the United States Foreign Corrupt Practices Act of 1977, the United Kingdom Bribery Act 2010, and all other Applicable laws that prohibit tax evasion, money laundering, or otherwise dealing in the proceeds of crime or the bribery of, or the providing of unlawful gratuities, facilitation payments, or other benefits to, any government official or any other person.
“Applicable Data Protection Law” means all Applicable laws related to the protection of Personal Data, the processing of such information, and security requirements for and the free movement of such information.
“Applicable Laws” means where applicable to a person, property, or circumstance, and as amended from time to time: (a) statutes (including regulations enacted under those statutes); (b) national, regional, provincial, state, municipal, or local laws; (c) judgments and orders of courts of competent jurisdiction; (d) rules, regulations, and orders issued by government agencies, authorities, and other regulatory bodies; and (e) regulatory approvals, permits, licenses, approvals, and authorisations.
“BCA” means Belastingdienst Centrale Administratie, Dutch Tax Authority e.g., responsible for collecting tax in the form of Eurovignets.
“Cancellation” means an operation consisting of the invalidation of an OBU and prohibiting its acceptance for the purposes of Toll payments, on a temporary or permanent basis.
“Client” means the legal entity who has been accepted by Us and has signed an Agreement, either personally or through a third-party representative and who uses the OBU or other payment device or product only in the context of its commercial activities.
“Consequential Loss” means (a) indirect or Consequential losses; and (b) loss of production, loss of product, loss of use, and loss of revenue, profit, or anticipated profit, whether direct, indirect, or consequential, and whether or not the losses were foreseeable at the time of entering into the contract.
“Consumption” means a transaction priced prior to the application of discounts.
“Client Portal” means MSE’s self-service web application accessed by www.etoll.solutions Website, which is accessible by AROBS ETOLL SOLUTIONS customers, by means of using secured access credentials provided. The Client Portal is a proprietary application developed by MSE which includes, but is not limited to, the following Client Portal modules, and any new modules that may be added hereafter: MyTolls, MyVehicle, MySupport, MyOBU, MyOrders, MyAccount, MyMessages,MyData.
“EETS Service” means all the Services related to European Electronic Toll Systems offered by AROBS ETOLL SOLUTIONS under these Terms and Conditions. MS Europe B.V.is a registered EETS provider in the EETS Register maintained by the registration authority (the “RDW”), and We also resell other third party EETS Service as well.
“European Electronic Toll System” or “EETS” means the electronic toll system put in place to collect the Toll Taxes throughout multiple countries.
“E-invoicing” means that invoices are issued, transmitted, and received electronically.
“Heavy Goods Vehicle” or “HGV” means any motor vehicle with a gross vehicle weight rating (“GVWR”) greater than 3.5 tons or passenger transport vehicle for more than 9 people (driver + 8) or any vehicle subject to a Toll (including a tax).
“Liabilities” mean Liabilities for all claims, losses, damages, costs (including legal fees), and expenses.
“Light Vehicle or LV” means any Vehicle with an engine other than a Heavy Goods Vehicle.
“Network” means the network, road or motorway, bridge, or other infrastructure which is subject to the payment of the Tolls by means of the European Electronic Toll System.
“Non-EETS Service” includes all services related to European Toll and Tax collection and payment services offered by AROBS ETOLL SOLUTIONS under these Terms and Conditions. For example, we have Framework Agreements with Service Providers and Toll Chargers that do not fall under the EETS Service, such as National Toll Service Providers that are considered Non-EETS Service.
“OBU” means the on-board unit which is an electronic device required for the provision of EETS Service.
“Onboarding Process” means the process of applying for becoming a client from the first contact until receiving a client number and Access Credentials to access MyTolls Application.
“Personal Data” means any information relating to an identified or identifiable individual, unless otherwise defined under Applicable laws related to the protection of individuals, the processing of such information, and security requirements for and the free movement of such information.
“Proof of Identity” means a payment means such as a (Tolls) card, vignette or device that is used to identify a driver thus Client during the collection of toll payment usually by the Clients’ name and/or vehicle registration number (license plate).
“Restricted Jurisdiction” means countries or states that are subject to comprehensive economic or trade sanctions, restrictions, or embargoes (as may be amended by the relevant government agencies, authorities, and other regulatory or administrative bodies from time to time).
“Sector Declaration” means the document prepared by a Toll charger defining the essential toll information, including the geographical sector, the relevant infrastructure, and the vehicles for which the charge is payable.
“Service Providers” means third party Service providers or suppliers who has a Framework Agreement to re-sell payment means for the provision of Toll payments and/or value-added services.
“Service Provider Agreement” means any Agreement, contract, terms and conditions between a Service Provider and Client for Services. This includes Framework Agreements, Service Provider Terms and Conditions, or the pricing conditions, and in particular the discounts and/or rebates, applied to the Tolls by each Toll Charger, including, where applicable, the fees which grant a right thereto.
“Scope” means all activities and obligations to be performed by or on behalf of Our Client under the contract.
“Specific Conditions” means the Application (registration) accompanied by the requested supporting documents, duly filled in and signed by the Client and accepted by AROBS ETOLL SOLUTIONS, including any subsequent modifications requested by the client and accepted by AROBS ETOLL SOLUTIONS.
“Standard Price List” means the list of standard prices and fee rates for Us or for Service Providers or Toll Chargers (the “Standard Price Rates”) applicable to a Service or equipment, if not otherwise specifically set forth in an Agreement or Service Provider Agreement concluded with a client.
“Sub-User” means additional Users for a Client’s account who are granted Access Credentials and rights to access said Client account in the Client Portal.
“Super User” means the primary user on the Client’s side, designated by the Client’s legal representative or the authorized signatory at the time of client onboarding conducted by AROBS ETOLL SOLUTIONS representative. All Clients must always have a designated Super User. A Super User has the ability to create and manage Sub-Users for its Client Account.
“Tax” means any charge imposed by a Toll Charger or on its behalf due to the completion of a transaction.
“Taxpayer” means the legal Person, usually the owner or long- term renter of a Vehicle, recognized by law or the regulations as liable for the Toll when it constitutes a Tax.
“Toll” means any form of fee or duty relating to the use of a Network.
“Toll Charger” means a legal Person exercising the right to collect the Toll in a Network.
“Transaction” means recording by an OBU of a Vehicle’s passing, making the Toll payable due to a trigger such as passing through a Toll station or a pricing point.
“User Guide” means any operating instructions (such as User Manual, Quick Guide, et all) for the provision of EETS Service or an OBU.
“Vehicle” means HGV or LV as defined above.
“Website” means the Website www.mststolls.com maintained by MS Europe B.V., currently with its registered office at Volmerlaan 5 2288 GC Rijswijk in the Netherlands.
MS EUROPE B.V., trading as Multi Service Tolls, is a Dutch private limited company, with its registered office and principal place of business in Rijswijk, The Netherlands (“MSE”), wich provides services for the benefit of Arobs Etoll Solutions.
CLAUSE 4 – Services
4.1. General.
a. Services will only be provided to legal entities acting in a commercial context. AROBS ETOLL SOLUTIONS may not be held liable in connection with any Consumption which takes place outside of such a context.
b. AROBS ETOLL SOLUTIONS will provide Services to the Client in accordance with this Agreement. Any Client using Services will be deemed to understand these Terms and Conditions and to have expressly accepted them without reservation.
c. Supplementary Services to the Payment, EETS and/or Online Services (including the provision of Equipment) described in these Terms and Conditions may be provided on an optional basis to the Client at its request for such Services. Such supplementary Services may be provided by partners of AROBS ETOLL SOLUTIONS, under their responsibility, and in in accordance with their separate contractual obligations. A Client requesting such supplementary Services acknowledges the Services are subject to applicable Service Provider Agreements to be concluded with the Client.
d. Services are subject to these Terms and Conditions and any Service Provider Terms and Conditions. It is Client’s responsibility to stay current with respective Service Provider Terms and Conditions which are available at the Service Provider’s websites.
e. For the Services specified herein, AROBS ETOLL SOLUTIONS may charge a fee to be paid through the AROBS ETOLL SOLUTIONS invoice process in accordance with the agreed payment terms
4.2. Framework Agreements. Framework agreements and the payment for related or unrelated items or Services to, Service Providers and Toll chargers, who are charged with the collection of the amounts for the use of those items or Services (“Framework Agreements”), whether in the name of the Client or on behalf of the Client, but always at Client’s expense, and for the benefit of one or more road transport companies are concluded with respect to:
i. the use of roads and other infrastructure, and the payment for that use, and
ii. the payment for related or unrelated items or Services with Service Providers that are charged with the collection of the fees for the use of those items or Services, consisting of the Framework Agreements regarding Payment Services.
4.3. Payment Services.
a. AROBS ETOLL SOLUTIONS will provide Payment Services in accordance with these Terms and Conditions including
i. With respect to Framework Agreements, payment for related or unrelated items or services to Service Providers and Toll chargers, who are charged with the collection of the amounts for the use of those items or services,
ii. With respect to Framework Agreements, arrangements that relate to the deferred payment of such amounts and their periodical settlement based on subsequent calculation
iii. keeping the accounts with respect to all Agreements concluded from time to time by Our Clients with Toll Chargers and/or Service Providers, and the amounts payable by Our Clients to Us and to the Service Providers and/or Toll Chargers, respectively, pursuant to those agreements (“Payment Services”),
iv. the financial settlement on behalf of Our Clients for this Agreement and individual Service Provider Agreements for the provision of Services, or for the payment of Services and items concluded by Clients within the scope of Framework Agreements, and the financial management of the funds made available to Us for that purpose.
b. For the Services specified in this Clause, we may charge Client a fee determined on a case-by-case basis to be paid through the AROBS ETOLL SOLUTIONS invoice process in accordance with the agreed payment terms.
c. When We settle amounts on behalf of the Client in currencies other than the currency in which We invoice the Client, we have the right to calculate an exchange rate which is calculated based on ABN Amro Bank’s average exchange rate of the Monday prior to the invoice date, plus a fee which can be found in the Standard Price List.
CLAUSE 5 – Additional Services
5.1 Eurovignettes.
Overview
Eurovignette is a road user charge required for 12+ ton trucks traveling on motorways and toll roads in Denmark, Luxemburg, the Netherlands and Sweden. Eurovignettes are valid for one day to one year. Eurovignettes are not transferable. Refunds can be requested for non-used time if the truck is stolen or sold. Vignettes are ready to use immediately after booking and are saved electronically and transferred to the appropriate tax offices.
The Eurovignette does not allow you to pay for the Westerschelde tunnel in the Netherlands. Please use a T-tag.
Coverage: • Denmark
• Luxembourg
• Netherlands
• Sweden
Delivery time: Instantly through AROBS ETOLL SOLUTIONS
Order through: MyTolls via AROBS ETOLL SOLUTIONS
Deposit: No
Possible discounts: No
Contract: No
Order form: No
Blocking: Available in MyTolls via AROBS ETOLL SOLUTIONS. You can request a refund for the current period of the Eurovignette.
Vehicle change: No
Stolen or lost: Should the vehicle be stolen, you can request a refund for the remaining period of the Eurovignette.
Defect: No
Additional information: In case you wish to cancel the Eurovignette before its start date, please contact AROBS ETOLL SOLUTIONS.
Payment Options: Post-paid via MyTolls portal
Can be acquired with a Arobs Etoll Solutions Card on the tax authority
(www.eurovignettes.eu) webpage
Invoice frequency: Weekly, afterwards
VAT rate: 0%
Special Features We offer auto-renewal for annual Eurovignettes. When active, vignettes automatically renew for an additional 12 months at the end of the initial one-year period.
In the event Client requests Eurovignettes, the following terms and conditions apply until such time as Client opts-out from Eurovignettes:
a. Ordering and Renewal. For active annual Eurovignettes, the Eurovignettes will be automatically renewed as indicated in Our Client Portal (term > 300 days) unless We are notified otherwise unless:
I. the Client indicates to decline the renewal via Our Client Portal during the term of the Eurovignettes and at the latest a day before the renewal date after which the option not to decline renewal will no longer be available.
II. (partial) refund of the Eurovignettes has been requested during the term; and
III. the associated vehicle to the Eurovignettes is no longer active in Our Client Portal on the Monday preceding the expiration date.
The renewal date is the Monday of the week prior to the expiration date of the Eurovignettes.
b. Registration. Arobs Etoll Solutons is solely responsible for proper registration. For every order of an Eurovignettes, a confirmation is sent along with the vehicle information submitted. Without this confirmation the registration of the Eurovignettes is not complete. The Client must always verify this confirmation and notify AROBS ETOLL SOLUTIONS immediately if the registration is inaccurate, when necessary.
c. Order Confirmation. When an order of an Eurovignettes has been placed, at the client’s request, by AROBS ETOLL SOLUTIONS to the BCA, the Client will always receive a confirmation e-mail on the e-mail address provided to us. The Client is responsible to inform and update Us about the right e-mail address for confirmation e-mails and notices (including renewal). The Client itself is responsible to check each confirmation e- mail for accuracy.
d. Refunds. A refund can be requested only for Eurovignettes supplied through Us. In the event Eurovignettes is paid through installments, refund(s) can only be processed through Us. Due to the fees and costs the Dutch Tax Authority will charge, it only makes sense to request for refund for Eurovignettes which have a remaining duration of one (1) month or more. For refunds AROBS ETOLL SOLUTIONS will withhold an amount equal to the fee charged by the Dutch Tax Authority.
e. Split Payment Service. If a client has opted for Our Eurovignet Split Payment Service, the Client must provide a power of attorney to AROBS ETOLL SOLUTIONS. If and when the Client does not adhere to its payment obligation towards AROBS ETOLL SOLUTIONS, AROBS ETOLL SOLUTIONS is hereby authorized to submit a request for refund in full or in part for the Belasting Zware Motorrijtuigen (“BZM”), with the Belastingdienst Centrale Administratie (the”BCA”). The Client acknowledges and agrees that AROBS ETOLL SOLUTIONS cannot be held liable for any possible negative financial consequences as a result of the foregoing, including, but not limited to, claims and penalties regarding the use of a Heavy Goods Vehicle on public roads while not paying the BZM.
f. AROBS ETOLL SOLUTIONS has explicit authorization of the Client to receive payments resulting from refund claims on the bank account of AROBS ETOLL SOLUTIONS, under the exclusion of the Client’s own authorization and to settle any refunds received from BCA against all amounts AROBS ETOLL SOLUTIONS claims or receives from the Client.
5.2 European Electronic Toll Systems (EETS). In the event Client requests EETS Service, the following terms and conditions shall apply to EETS Service provided by AROBS ETOLL SOLUTIONS as well as Services provided by third parties until such time as Client opts out from EETS Services:
a. The Client may request the EETS Service in his capacity of owner, driver, user, lessee, or sub-lessee of the HGV. This request for Service implies acceptance of these Terms and Conditions.
b. In addition to these Terms and Conditions, applicable Service Provider Terms and Conditions shall apply until such time as Client opts out from EETS Services.
c. The extension of the Acceptance Network in conjunction with a possible technological upgrade may result in a change to the operating instructions necessary to enable the OBU to function properly.
d. EETS Service consists of supplying an OBU to the Client and the various Services and options selected by the Client during the Onboarding Process. The Client may amend or supplement these elements depending on the possibilities offered by AROBS ETOLL SOLUTIONS. These changes will take effect immediately unless specified otherwise by AROBS ETOLL SOLUTIONS.
e. The Client is solely responsible for providing the information and documents required for activating the OBUs, and for any subsequent modifications affecting them. AROBS ETOLL SOLUTIONS may request that the Client produce any necessary documents requested by the Toll Chargers. In this case, the Application or any other request by the Client concerned will not be processed by AROBS ETOLL SOLUTIONS until the requested documents are received.
f. The Client is responsible for the accuracy of the data stored in the OBU. In case of any inaccuracies, the Client is solely responsibility for the financial and/or criminal consequences. The Client must verify and manually input into the OBU, where necessary, the weight category and category of number of axles in the tractor/trailer before using any road within the Acceptance Network.
g. Except for the invoicing of brokerage fee and collection of the Tolls, which are the responsibility of AROBS ETOLL SOLUTIONS, travel on the Acceptance Network and the calculation of Tolls are exclusively covered by the relationships between the Client, MSE and the Toll Charger concerned. The OBU is used to collect the Client Transactions charged by each Toll Charger and to invoice the Client for them. This invoicing is carried out by MSE in compliance with the principles determined by the Toll Charger, i.e., either in the name and on behalf of the Toll Charger or solely on its own behalf. The Toll rates and specific terms and conditions are freely defined by each Toll Charger in compliance with the regulations in force.
h. The Client must comply with each of the obligations imposed under the mandatory rules set by the Toll Chargers, particularly in their Sector Declaration.
i. The terms of this Clause constitute a fundamental and decisive element of the undertaking given by AROBS ETOLL SOLUTIONS in the context of this Agreement.
5.3 AROBS ETOLL SOLUTIONS Tolls Card Information
5.3.1 General
AROBS ETOLL SOLUTIONS Tolls Card is valid for 24 months from the first card ordered. The AROBS ETOLL SOLUTIONS card will be issued on the vehicle and assigned to its plate number, therefore it is not transferable between the customers vehicles. If the card changes the plate number, the client will need to contact AROBS ETOLL SOLUTIONS to issue a new card for the new plate number.
5.3.2 Coverage
Partner Customer can use AROBS ETOLL SOLUTIONS Tolls Card for the following products as a linked payment method (post-paid and pre-paid):
• Satellic OBU – Belgium
• Go Box/Toll2Go – Austria
• Myto OBU – Czech Republic
• ViaBox – Poland
• DARS GO – Slovenia
• SkyToll OBU – Slovakia
Furthermore, the AROBS ETOLL SOLUTIONS Tolls Card can be used for:
• Eurovignettes
• UK HGV Levy bookings
• German Tolls (non-registered, manual bookings)
• Great Saint Bernard
• Swiss Tolls
• Poland A2 toll road
• Train connection between Germany and Italy, crossing Switzerland (ROLA)
5.3.3 Blocking
AROBS ETOLL SOLUTIONS Tolls Card can be blocked in Customer Portal and does not have to be returned but can be shredded.
Important:
AROBS ETOLL SOLUTIONS Tolls Card is blocked immediately and cannot be reactivated. By blocking the AROBS ETOLL SOLUTIONS Tolls Card, all OBUs linked to it will also be blocked with a status “to be returned”.
When the AROBS ETOLL SOLUTIONS Tolls Card is defect, the customer can block the AROBS ETOLL SOLUTIONS Tolls Card as defect (with replacement) in Client Portal. The replacement card will have the same card number.
5.3.4 Stolen/Lost
When the AROBS ETOLL SOLUTIONS Tolls Card is lost or stolen, the client must announce AROBS ETOLL SOLUTIONS for the card to be blocked in Client Portal as soon as possible. Client can order a replacement card at the same time. The replacement card will have a new card number. The relink of the new AROBS ETOLL SOLUTIONS Card to the ViaBox and Myto CZ OBU is done automatically.
Important:
The new AROBS ETOLL SOLUTIONS Tolls Card must be relinked to the GO-Box. When the AROBS ETOLL SOLUTIONS Tolls Card is linked to a DARS GO or SkyToll OBU, client should contact Customer Support to relink the new AROBS ETOLL SOLUTIONS Tolls Card to the device.
5.3.5 Card renewal
After the first card is ordered, every other card will have the same expiry date as the initial one.
Example:
First AROBS ETOLL SOLUTIONS Tolls Card is ordered on 15.03.2020 and the expiry date is 31.03.2022. Ordering another MSTS Tolls Card 16.04.2020 the same expiry date of 31.03.2022 will be assigned. Cards are being renewed no later than 6 weeks before the expiry date. During the renewal no fees apply. The yearly fees are charged based on the actual issue day of each AROBS ETOLL SOLUTIONS Tolls Card. Renewal will be done to all cards that are active in MSTS Tolls’ systems and are linked to an active vehicle.
5.4. EETS Device.
Telepass EU/SAT Box
Overview
A recommended solution for busses, the Telepass EU is a DSCR-based OBU available for use by trucks and busses in France, Spain, Portugal, Austria, Poland A4 autostrada, the Liefkenshoek tunnel and Italy. With the OBU board, drivers can use special toll portals on highways to shorten wait times.
Description
Coverage: · Poland A4 (Kraków – Katowice) Motorway
· Austria
· France
· Italy
· Portugal
· Spain
· Liefkenshoektunnel
Delivery time: Max 10 business days, delivered by AROBS ETOLL SOLUTIONS directly from the supplier
Order through: MyTolls via AROBS ETOLL SOLUTIONS
Deposit: No
Possible discounts: France 13 % max, Spain 50 % max, Liefkenshoektunnel 26 % max (discount depends on the number of passages), Italy up to 13% (with a MSTS Consortium membership) .
Contract: Yes
Order form: No
Blocking: Available in MyTolls via AROBS ETOLL SOLUTIONS. Please return the OBU within 21 days to AROBS ETOLL SOLUTIONS. Attention: the blocking request will only be processed when the OBU is received by AROBS ETOLL SOLUTIONS.
Vehicle change: Nu
Stolen or lost: Request a new OBU in MyTolls via AROBS ETOLL SOLUTIONS.
Defect: Please contact AROBS ETOLL SOLUTIONS to request a replacement of OBU. The replacement request will only be processed once the defective OBU is received by AROBS ETOLL SOLUTIONS.
Additional information: A Telepass EU Agreement (contract, Annex 1) is required in order to become eligible for using the Telepass EU. To avoid double transactions please remove all other products with the same domains enabled if you use the Telepass EU OBU. To see your Italian transactions please log in to your MyMST account and download the ‘’Daily Italian Toll Spent’’ report.
Payment Options: Post-paid
Invoice frequency: Depends on domain, afterwards Transaction frequency: 24 – 48 hours after transactions
VAT rate: France 20%, Spain 21%, Portugal 23%, Poland 23%, Liefkenshoektunnel 21%, Italy 22%, Austria 20%
Telepass SAT Box
Overview
Fleet managers now have a European Electronic Toll Service (EETS) certified toll box to pay for multiple toll domains with one onboard unit (OBU). Telepass Sat is a great solution to reduce the amount of fees paid, the time for administration, and the number of toll boxes on the windshield. Toll rates are charged through Telepass Sat for Spanish, Portuguese, French, Austrian, Swiss, Bulgarian, Italian, German and Belgian tolls, including the Liefkenshoek tunnel, Poland including A4 (Kraków – Katowice) toll road and Scandinavia (Norwegian tolls and ferries, Scandinavian bridges: Øresund, Storebælt, Svinesund, Crown Princess Mary). Fleets can order Telepass SAT through AROBS ETOLL SOLUTIONS AROBS ETOLL SOLUTIONS will ship the OBU directly to the end-user. Telepass SAT must be plugged in while in use according to user manual.
Description
Coverage: Bulgaria
Belgium
Poland
Scandinavian Bridges
Poland A4 (Kraków – Katowice) Motorway
Austria
France
Germany
Italy
Norway
Portugal
Spain
Switzerland
Liefkenshoektunnel
Delivery time: Max 10 business days, delivered by AROBS ETOLL SOLUTIONS directly from the supplier.
Order through: MyTolls via AROBS ETOLL SOLUTIONS
Deposit: No
Possible discounts: France 13 % max, Spain 50 % max, Liefkenshoektunnel 26 % max (discount depends on the number of passages), Italy up to 13% (with a MSTS Consortium membership), Øresund Bridge: 52%, Storebælt Bridge: 5%, Svinesund Bridge: 13%.
Contract: Yes
Order form: No
Blocking: Available in MyTolls via AROBS ETOLL SOLUTIONS. Please return the old OBU within 21 days to AROBS ETOLL SOLUTIONS. Important: the blocking request will only be processed when the Telepass is received by AROBS ETOLL SOLUTIONS.
Vehicle change: Yes, please contact AROBS ETOLL SOLUTIONS to edit the vehicle in MyTolls (takes max 48 hours).
Stolen or lost: Request a new OBU in MyTolls via AROBS ETOLL SOLUTIONS.
Defect: Please contact AROBS ETOLL SOLUTIONS to request an OBU replacement. Replacement request will only be processed only after the OBU is returned to AROBS ETOLL SOLUTIONS.
Additional information: A Telepass SAT Agreement is required in order to become eligible for using the Telepass SAT.
To avoid double transactions please remove from the vehicle all other products with the same domains enabled if you use the Telepass Sat.
To see your Italian transactions please log in to your MyMST account and download the ‘’Daily Italian Toll Spent’’ report.
Please contact AROBS ETOLL SOLUTIONS Customer Support team if you wish German, Polish or Scandinavian domains to be activated on your OBU. You will need to fill out additional documents before the activation can be completed.
Payment Options: Post-paid
Invoice frequency: Depends on domain, afterwards
Transaction frequency: 24 – 48 hours after transactions
VAT rate: France 20%, Spain 21%, Portugal 23%, Belgium: Wallonia 21 % , Brussels and Flanders 0%, Germany 0%, Poland 23%, Liefkenshoektunnel 21%, Italy 22%, Austria 20%, Storebælt Bridge: 25% Danish VAT, Øresund Bridge: 25% VAT (50% Danish VAT and 50% Swedish VAT). Norway/Sweden, Bulgaria, Switzerland, Poland (E-Toll): free of VAT.
Special Features If you pay tolls using the OBU you will be eligible for discounts in France (up to 13%), Spain (up to 50%), Scandinavia (up to 52%) and in Liefkenshoektunnel (up to 26%).
Become a member of the MSTS Consortium and receive discounts up to 13% for your Italian transactions.
You can use the Telepass Sat box only for Polish tolls and enable other domains on demand.
Clause 1 CONDITIONS FOR SUBSCRIPTION
A. AROBS ETOLL SOLUTIOns will subscribe customer to Telepass in its capacity as owner, driver, user, renter or
sub-lessee of the Heavy Good Vehicles (HGV). This subscription implies acceptance of Telepass Terms and Conditions of the Networks (see Clause 6);
B. Customer provides to Arobs Etoll Solutions all required vehicle information and documentation in order for Arobs Etoll Solutions to register each of Customers vehicle as per requirement of the individual Toll Chargers stipulated to the customer by the service provider. On the vehicle document the Euronorm and the maximum permissible weight must be indicated, or an additional document should be uploaded
C. If the Euronorm class is not stated on the vehicle registration certificate (V9), evidence must be provided. The presentation of this evidence does not affect the payments due for any distances travelled before the verification and, where relevant, confirmation of the information.
D. In accordance with the published sector declarations, if an incorrect Maximum Authorized Weight is provided or the Maximum Authorized Weight is NOT provided the highest value will be assumed, i.e. over 32 tons, and even if evidence is supplied later this will not affect the payments due for the distance travelled before providing the evidence;
E. Customer thus guarantees the accuracy and veracity of the said documents with regards to the applicable regulations.
F. All fines in response to incorrect or incomplete data submitted will be accounted to Customer. No matter who submitted the data.
G. Domains are activated as visible on the OBU at the time of use
H. By ordering the OBU all available domains will be activated, unless indicated below (only applicable for Telepass SAT):
☐ Customer does NOT want to activate Belgium Km charge
☐ Customer does NOT want to activate German Tolls
☐ Customer does NOT want to activate Scandinavian Tolls
☐ Customer does NOT want to activate E-toll (Poland)
☐ Customer does NOT want to activate Switzerland
☐ Customer does NOT want to activate Bulgaria
(PLEASE CHECK if applicable)
Clause 2 – APPLIES TO BELGIUM:
A. Regarding the Belgian mileage tax, the rights and obligations of Customer and of Telepass are described as follows:
B. For the Brussels-Capital Region by articles 11(4) paragraphs 2, 12, 13, 18, 19, 20, 34, 35, 36, 37 and 38 of the order of 29 July 2015, For the Flanders region by articles 5, 6, 7, 8 and 9 of the decree of 3 July 2015 and articles 3.3.1.0.11, 3.3.1.0.13 and 3.5.3.0.2 paragraph 2 of the Flanders tax code of 13 December 2013, For the Wallonia region by the decree of 16 July 2015 introducing a mileage charge payable by heavy goods vehicles for the use of the road network.
C. Customer’s attention is drawn to the fact that all vehicles travelling on the network covered by the Belgian mileage charge must always be equipped with an active OBU meeting the requirements of the regulations in force and that all faulty OBUs must immediately be replaced in accordance with the procedure described by Telepass on the website and in the instructions supplied with the OBU.
Clause 3 APPLIES TO FRANCE
Customer wishes to benefit from special commercial terms (discounts) for heavy goods vehicles on all motorway companies in France. The commercial conditions differ per French motorway company, and some involve fees before Customer can earn benefit of discounts. The fees will be charged by the Service Provider. The commercial conditions and fees for discounts can be found at MSTS’s website Error! Hyperlink reference not valid. and will be updated frequently
Clause 4 – APPLIES TO SPAIN
To access discounts on motorways in Spain operated by the ABERTIS group, Arobs Etoll Solutions Customer needs to register its vehicles and vehicle document on the website www.autopistas.com. For other motorways on the Spanish network, Customer is registered automatically. The commercial conditions and fees for discounts can be found at MSTS’s website and will be updated frequently.
Clause 5 – SECURED CARPARKS
Customer acknowledges that some secured carparks-providers will be paid automatically with the OBU when the security-system detects the OBU. An overview of the secured carparks can be found on the website of Telepass.
In the event Client requests an EETS device, the following additional terms and conditions will apply until such time as Client opts out from using the OBU
a. Responsibilities. The Client is prohibited from leasing or selling the OBU to another party under penalty of the immediate termination of the Agreement. The Client has custody of the OBU and uses it under its sole responsibility. At any time during the performance of the Agreement, and in particular if the OBU is placed on a cancelled, fraud or infringement list, MSE may take the initiative to withdraw or, if necessary, replace one or more OBUs, or order a motorway operator or any third party of its choice to proceed to do so. Each OBU is delivered with, and should therefore be returned with, a working cigarette lighter cable and holder with 4 suction cups. In case the OBU, cable and holder with suction cups are not returned in good order, costs are being charged to the Client.
b. Operation; Compliance. The correct operation of the OBU is subject to compliance with the terms of the User Guide. The Client is reminded that the OBU must be powered in compliance with the conditions of the User Guide and in all cases continuously on the Networks. The OBU will function until it is cancelled or replaced by AROBS ETOLL SOLUTIONS. An OBU shall only be in active status and valid, and its holder is only entitled to claim active status for EETS Service, and the benefits associated therewith when used properly and in accordance with the User Guide and these Terms and Conditions. Use of the OBU on the Networks implies compliance with the applicable obligations, even if they arise from third parties, including Service Providers and/or Toll Chargers. Useful information can be found in the Client Portal for information only. It is the responsibility of the Client to ensure all information is read, understood, and complied with, and that all Client information is kept correct, up to date, and complete.
c. Processing of Claims. Information concerning the technical status of the OBU is only available for 6 months from the date of the journey. Any request to receive this information must be submitted to AROBS ETOLL SOLUTIONS within 20 (twenty) working days before the expiry of this period. Failing this, the request will not be processed.
d. Malfunction; Withdrawal or Replacement of an OBU. In the absence of a valid OBU, or in the event of a malfunction, the Client must follow the procedure stipulated by AROBS ETOLL SOLUTIONS for the relevant Network. If the defect is attributable to the Client, all replacement costs will be invoiced to the Client by AROBS ETOLL SOLUTIONS, in accordance with the Standard Price List. The replacement of the OBU by AROBS ETOLL SOLUTIONS will be free of charge throughout the entire period of its lease in the event of a defect attributable to the OBU or in the event of malfunction of the battery. AROBS ETOLL SOLUTIONS may also withdraw and, where applicable, replace the OBU for any technical reasons, including but not limited to the following cases: (i) technological upgrade; (ii) malfunction; (iii) life end of battery; (iv) change of Vehicle or change in the characteristics of the Heavy Goods Vehicle with which the OBU is associated.
e. OBU Allocation. The Client is reminded that each Heavy Goods Vehicle OBU must be allocated to a single vehicle with a valid license plate number to be active and operational under EETS Service, and that this condition is imposed by the regulations in force in certain countries, under penalty of fines and the impounding of the Vehicle, or by the Toll Chargers. Any non-compliant use will automatically result in the loss of the warranty related to the operation of the OBU and the associated EETS Service. AROBS ETOLL SOLUTIONS grants the Client the option to re-allocate a OBU making it possible for another Vehicle in its fleet to use the OBU, provided the reallocation is concluded electronically using the OBU management module within The Client Portal in accordance with the procedures stipulated by AROBS ETOLL SOLUTIONS. AROBS ETOLL SOLUTIONS reserves the rights to ask the Client for any unused OBUs to be returned to AROBS ETOLL SOLUTIONS at its sole discretion.
f. OBU Cancellation. The Client must cancel the OBU upon becoming aware of its theft or loss (“OBU Cancellation”). To do an OBU Cancellation, Client must notify electronically AROBS ETOLL SOLUTIONS at [email protected], in accordance with the procedure stipulated for such purpose. The Client will receive electronic confirmation for a successful OBU Cancellation, stipulating the date the request was processed. The OBU Cancellation will be effective, as far as the Client is concerned, upon receipt of such electronic confirmation. Forty-Eight (48) hours after the OBU Cancellation or termination, the Client will no longer be required to pay the amount of any transactions that may be recorded. The costs of the OBU Cancellation and, where applicable, the fees payable in respect of any OBU which is not returned, will be invoiced to the Client by AROBS ETOLL SOLUTIONS. AROBS ETOLL SOLUTIONS may not be held liable for the consequences of any OBU Cancellation made by a person using the identity of the Client or the name of the Client and who is not authorized to represent the Client.
g. New OBU. At the request of the Client, a new OBU may be delivered at the stipulated address. Its activation will be invoiced by AROBS ETOLL SOLUTIONS in accordance with the Standard Price List.
h. OBU Returns. The OBU return process, upon any OBU Cancellation or termination of the Agreement, whether the Client is the Party to whom the termination is attributable, or for any other reasons, must be initiated electronically by using the Client Portal by following the steps stipulated in the return workflow, upon completion of which, the Client will receive a confirmation. Following confirmation from Us, the Client must return any and all OBUs in their possession, along with all OBU cables and OBU holder(s) without delay, exclusively by courier to AROBS ETOLL SOLUTIONS at the address specified by US in Client Portal, using the protective packaging that was provided by AROBS ETOLL SOLUTIONS at the time the OBU was provided to Client. The OBUs must be returned within fifteen (15) days from the effective date of the termination at the address mentioned in the contract.
If the Client recovers an OBU reported stolen or lost, this OBU must be sent to AROBS ETOLL SOLUTIONS by courier. Upon receipt of the previously reported stolen or lost OBU, provided the OBU is recovered within a period of 6 months from the day it was reported to be stolen or lost, AROBS ETOLL SOLUTIONS will inspect the condition of the recovered OBU and will refund the stolen or lost fee charged to the Client, if any, after deducting the amount attributed to any damage. Amounts payable in respect of tolls and taxes for trips validated using misused OBUs will be claimed independently of any criminal proceedings and any action for damages which AROBS ETOLL SOLUTIONS reserves the right to bring.
Should AROBS ETOLL SOLUTIONS need to have recourse to any legal proceedings to recover the OBU(s), the costs incurred pursuant to such legal proceedings will be payable by the Client. AROBS ETOLL SOLUTIONS will in addition be entitled to charge the Client a non-return fee in respect of any unreturned OBU in the event of a failure to return an OBU within thirty (30) days from the effective date of the termination.
The Client may return one or more OBUs at any time in their protective packaging, by courier, to AROBS ETOLL SOLUTIONS. In this case, AROBS ETOLL SOLUTIONS will stop issuing invoices and/or billing statements for the Services associated with the use of the OBU(s) at the end of the month during which AROBS ETOLL SOLUTIONS acknowledges receipt of the returned OBU(s).
The Client must refer to the Toll Charger Terms & Conditions to which it subscribed to ascertain the consequences of the return of the OBUs, and the applicable conditions governing the refund of any fees paid or the invoicing of charges.
In any event, the price payable in connection with the rental or provision of the OBU, and the price paid in connection with its personalization, packaging, and shipping, cannot be reclaimed by the Client from AROBS ETOLL SOLUTIONS in the event of the return of the OBUs.
If AROBS ETOLL SOLUTIONS is obliged to carry out repairs and/or reconditioning because the OBU has been damaged (e.g., partial, or total alteration, markings, etc.), the costs of these operations will be payable by the Client according to the Standard Price List.
5.5. Additional Terms for Non-EETS Service. The Client may request Non-EETS Service in its capacity of owner, driver, user, lessee, or sub-lessee of the vehicle. This request for Service implies acceptance of these Terms and Conditions. In addition, the following additional terms and conditions will apply for Non-EETS Service until such time as Client opts out from using same:
a. AROBS ETOLL SOLUTIONS reserves the right to extend or reduce the Acceptance Network for any of their Non-EETS Service such as the Microwave Electronic Toll Systems (DRSC), National Tolls systems, Tolls Card Services and other Services that are now available or which may become available at a later time.
b. Modifications to Services or these Terms and Conditions shall be made pursuant to Clause 1.4 herein and will be published on the www.etoll.solutions website prior to their entry into force.
c. The extension of the Acceptance Network in conjunction with a possible technological upgrade may result in a change to the operating instructions necessary to enable the Proof of Identity or Service to function properly.
d. For Non-EETS Services related to the payment services on National Tolls systems, such as, but not limited to Belgium road user charging by Satellic, Czech Tolls (MytoCZ), Polish Tolls through ViaTOLL, Slovakian Tolls, Slovenian Tolls, it is understood that the rules and regulations apply from the National Tolls Service Provider for which the Clients has signed an Agreement separately with the Toll Charger directly.
e. The Client agrees to the terms and conditions of Service Providers. AROBS ETOLL SOLUTIONS engages with these third-party Service Providers on behalf of the Client.
f. The Client is solely responsible for providing the information and documents required for activating the OBUs or other Proof of identity, and for any subsequent modifications affecting them. AROBS ETOLL SOLUTIONS may request that the Client produce any necessary documents requested by the Toll Chargers. In this case, the Application or any other request for Service by the Client concerned will not be processed by AROBS ETOLL SOLUTIONS until the requested documents are received.
g. The Client is responsible for the accuracy of the data stored in the Client Portal and, if applicable, the OBU. In case of any inaccuracies, the Client is solely responsibility for the financial and/or other consequences. The Client must verify and manually input into the OBU, if necessary, the weight category and category of number of axles in the tractor/trailer before using any road within the Acceptance Network.
h. Except for the invoicing and collection of the Tolls, which are the responsibility of MSE, travel on the Acceptance Network and the calculation of Tolls are exclusively covered by the relationship between the Client, MSE and the Toll Charger. Proof of Identity is used to collect the Client Transactions charged by each Toll Charger and to invoice the Client for them. This invoicing is carried out by MSE in compliance with the principles determined by the Toll Charger solely on its own behalf. The Toll rates and specific terms and conditions are freely defined by each Toll Charger in compliance with the regulations in force.
i. The Toll rates and specific terms and conditions are freely defined by each Toll Charger in compliance with the regulations in force.
j. The Client agrees to the terms and conditions of AROBS ETOLL SOLUTIONS third parties (toll chargers, tolls service providers). AROBS ETOLL SOLUTIONS engages with these third parties on behalf of the Client.
k. The terms of this Clause constitute a fundamental and decisive element of the undertaking given by AROBS ETOLL SOLUTIONS in the context of this Agreement.
CLAUSE 6 – OBU Emergency / Back Up Procedure.
6.1. AROBS ETOLL SOLUTIONS will use its best endeavors to provide the Client with an operational OBU and to maintain the OBU in operational condition.
6.2. In the event of malfunction, theft, loss, or destruction of an OBU, the Client is not released from payment of the Toll and must immediately follow the Emergency procedures set out in the User Manual.
6.3. Throughout the emergency procedure, the Client must provide all information requested by AROBS ETOLL SOLUTIONS or his empowers, or the Toll Charger and comply with their instructions.
6.4. AROBS ETOLL SOLUTIONS may not be held liable in any circumstances for the financial consequences of the Client’s failure to comply with the emergency/back-up procedure, inappropriate implementation of the emergency/ back-up procedure, or any fault by the Toll Charger in the context of the emergency/ back-up procedure.
CLAUSE 7 – Online Services
7.1. The term “Online Services” shall mean the Client Portal, Client Portal Modules, and other Services made available via MSE’s Website, for the purposes including, but not limited to: (a) updating and maintaining Client’s address and account information; (b) fleet management, such as register vehicles, uploading required (vehicle) documents, ordering, modifying and monitoring EETS devices, Toll cards and/or vignettes provided by AROBS ETOLL SOLUTIONS; (c) the receipt of financial information for the Client, if required; (d) consultation and downloading of information for Payment Services to the Client; (e) changes to Client’s bank details or the means of payment selected.
7.2. The content of and Client’s use of Online Services is subject to and governed by these Terms and Conditions. These Terms and Conditions will prevail in the event of a conflict between these Terms and Conditions and one or more terms of use.
7.3. All information offered via Online Services is intended to be retrieved, inspected, stored, printed, and processed exclusively by the Client for use within its own organisation.
7.4. Access Credentials. In order to gain access to the Online Services, we provide the Client with Access Credentials tied to one or more persons within the Client’s organisation, which are provided by Us by an authentication procedure, solely to the contact person Client has indicated. Client may identify a Super User during the initial Onboarding Process. Said Super User will have the ability to create additional Sub-Users (defined above) and manage their respective access rights. Each use of Access Credentials, including their misuse by unauthorised persons, is at the expense of the Client. The Client is obliged to:
a. acknowledge that each Admin User or Sub-User will access the application using their own Access Credentials and will abstain from any proxy usage. We reserve the rights to cancel the Access Credentials if we find proxy usage,
b. acknowledges that the Client, and any Super User or Sub-User of Client does not disclose its Access Credentials to third parties, and
c. notifies Us immediately of the departure of a director or employee, a Super User or Sub-User to whom Access Credentials were made available. In the interest of maintaining the confidentiality of the Access Credentials, the Client always has the right to ask Us to provide it with new Access Credentials and to cancel existing Access Credentials. Should Client’s Super User depart from Client’s employ, Client may contact AROBS ETOLL SOLUTIONS to set up a new Super User and receive new Access Credentials for said new Super User.
7.5. We always reserve the right to deny the Client access temporarily or permanently to Online Services, and to make changes in the categories of information to be included therein. If We make use of the right specified in the previous sentence, we will immediately inform the Client of this in writing using the address provided to us by the Client.
7.6. We will inform the Client as timely as possible of any temporary interruption for using Online Services. Similarly, the Client shall inform Us if there is any functionality issue with the Client Portal, MyTolls and MyMST.
7.7. The Client is prohibited from trying to gain access to information other than that intended expressly for that Client.
7.8. Information on the Website.
a. All intellectual (property) rights (in any case including all copyrights, patents, trademarks, and database rights) pertaining to all information, contents, data, databases, illustrations, links, web page texts, files, html code software, product names, company names, brands, logos, and trade names on the Website (hereinafter referred to jointly as the ‘Content’) and the manner in which the Content is being presented or appears (the design of the Website and other visual elements) and all information related to that, belong to Us or one of its licensors.
b. The Content can only be viewed, copied, stored, or printed in unaltered form and only for non-commercial and personal use and on condition that potential mentions of copyrights or other mentions are not removed.
c. We strive to make the information on the Website as comprehensive and accurate as possible. The information on the Website is being offered “as is” without any guarantee and We exclude any liability for any use of the Website and the information provided on it.
d. We strive to make the Website available without interruption. The Client acknowledges the availability of the Website and Client’s use of the Website including the servers upon which the Website is hosted, is on an “as is”, “as available” and “with all faults” basis, without any further representation, warranty, or condition, express or implied, made on the part of AROBS ETOLL SOLUTIONS. Client’s use of the Website is at the Client’s sole risk.
7.9. Privacy Statement.
The parties certify and hereby agree to comply with the following terms, conditions, and restrictions related to any Client data and any Personal Information (hereafter defined) contained therein or otherwise exchanged or transferred between the parties. Each party acknowledges and agrees that Client data shall be considered confidential information regardless of whether provided verbally, in written form, or otherwise. Client shall ensure, for the duration of the Agreement, that any Client Data and any personal information provided to AROBS ETOLL SOLUTIONS is accurate, reliable, and relevant to this contract. Client represents that its collection and disclosure of Personal Information to AROBS ETOLL SOLUTIONS, and AROBS ETOLL SOLUTIONS use of such Personal Information in connection with the Purchase Program, shall not violate, or infringe upon an individual’s data privacy rights afforded under, any applicable law, statute, or regulation. In the event that Client provides Personal Information to AROBS ETOLL SOLUTIONS, Client acknowledges and agrees that AROBS ETOLL SOLUTIONS shall, in addition to the terms and conditions set forth herein, collect, use, and disclose such Personal Information in accordance with its website Privacy Center, which may be amended from time to time and is accessible at https://etoll.solutions/confidentialitate/ and Client shall provide the Privacy Center, or a link thereto, to any individual whose Personal Information is provided to AROBS ETOLL SOLUTIONS by Client. Client hereby authorizes and directs AROBS ETOLL SOLUTIONS to disclose any Personal Information to any third party with whom AROBS ETOLL SOLUTIONS has a business relationship that governs, or otherwise relates to, Client’s obligations, responsibilities, Services rendered, or benefits provided for, under AROBS ETOLL SOLUTIONS, provided the third party does not sell the Personal Information. For purposes of this Section, the term “Personal Information” means any information that can be used to distinguish or trace an individual’s identity, either alone or when combined with other personal or identifying information, that is linked or linkable to a specific individual, and that is subject to, or otherwise afforded protection under, an applicable data protection law.
7.10. Links
The Website can contain links to other websites and/or servers that are not administered by Us. We assume no responsibility whatsoever for the content of such other websites. We offer such links solely for the convenience of the visitors and the inclusion of such link to such website does not constitute any recommendation by Us of the content of such websites.
CLAUSE 8 – Data / Processing Data
8.1. Upon Our first request, the Client is obliged to provide Us with the data related to and connected with the Client’s company that is important to the fulfilment of the Agreements. We treat all data referred to in this Clause confidentially, and retain it as required or allowed by law.
a. Where necessary for the performance of the Agreements and when permitted by law, We shall be entitled to pass on all data as referred to in this Clause and provided to Us by the Client to parties belonging to the group of companies of which We are a part (or will be a part), respectively, and to other third party Service Providers that are being involved by Us for the fulfilment of Agreements, irrespective of whether those parties and those third parties have their registered offices within or outside the EEA (European Economic Area).
8.2. The Client is obliged to immediately inform Us in writing about a change:
A. in the structure/legal form of the business, including the type of ownership.
B. in partners and/or members of the board of management.
C. in the bank relationship.
D. of the address information or telecommunication connections.
E. as well as concerning the (intended) closing down/winding up of the business, including the mention of the contact information of the liquidator(s).
8.3. If the Client has the right of use of a card or toll device provided by Us pursuant to the Agreement concluded between the Client and Us and that device pertains to a specific vehicle, then a change of registration number or vehicle must be communicated to Us immediately.
8.4. We can always request that the Client provide Us with the names and addresses of the holders of the right of use to whom the Client has made a device available for use, and We can also require that the signatures of the parties involved are sent to Us.
8.5. For Our credit assessment as well as to comply with KYC/AML regulations, AROBS ETOLL SOLUTIONS has the right to gather information from third parties about the Client.
8.6. The Client is liable for any incorrect data provided to AROBS ETOLL SOLUTIONS, including:
A. details concerning the vehicle registration mark; and B. any other data provided to AROBS ETOLL SOLUTIONS, Service Providers and/or Toll Chargers
8.7. Processing of Personal Data.
a. The performance of the Agreement requires the processing of the Client’s personal data. However, the processing of personal data carried out in the context of the conclusion or performance of the Agreement is subject to strict compliance by the Parties with the applicable European Union regulations.
b. If the Client is located outside the European Union/European Economic Area, or if the conclusion or performance of this Agreement requires AROBS ETOLL SOLUTIONS to transfer personal data to a recipient in a country outside the European Union/European Economic Area that has not been recognized as guaranteeing a sufficient level of protection by the competent European Union authorities, the obligations of the Parties with regard to data protection and the rules governing such a transfer are supplemented by a data transfer agreement.
c. Until the competent European Union authorities updates the standard contractual clauses, MSE and the Client concerned recognize that references to Directive 95/46/EC of 24 October 1995 and to the national transposing legislation should be interpreted where relevant as also referring to subsequent standards in force, including European Union Regulation 2016/679 on the protection of natural persons regarding the processing of personal data and on the free movement of such data (“GDPR”).
d. AROBS ETOLL SOLUTIONS and the Client recognize that the version of the standard contractual clauses updated by the competent European Union authorities will replace the data transfer agreement consisting of the current version of the standard contractual clauses as soon as they take effect.
e. The said data transfer agreement constitutes a separate Agreement and takes priority over any stipulation in force between the Parties regarding the Agreement. By subscribing to EETS Service and completing the data transfer agreement acceptance form, the Client declares that it is aware of the said agreement and accepts it in full. Where relevant, acceptance of the Application (registration) and the application of the Agreement depend on the Client’s acceptance of the data transfer agreement.
f. The Parties agree that if either Party fails to respect the regulations on personal data protection or the data transfer agreement, the other Party is fully entitled to terminate this Agreement without prior formalities.
g. For the application of this clause, all terms relating to personal data protection have the meanings defined by the GDPR.
CLAUSE 9 – Information security
The Client shall implement and maintain security controls and measures necessary to protect AROBS ETOLL SOLUTIONS data from unauthorized access, loss, destruction, disclosure, or use. Without limiting any other right or remedy that AROBS ETOLL SOLUTIONS may have under the Agreement, the Client shall pay AROBS ETOLL SOLUTIONS promptly for all expenses or claims associated with any breach of this Clause, including, but not limited to, assessments, fines, losses, costs, penalties, and expenses assessed, incurred, charged, imposed, or collected by a card organization, card issuers or other authoritative bodies.
CLAUSE 10 – Proof of Identity and its Misuse
10.1. In order to provide Our Clients with the opportunity to make use of Payment Services, We can make cards, provide On Board Units or other documents available to the Client with which the Client can legitimately present itself to Service Providers and Toll Chargers for that purpose (“Proof of Identity”). When the Client does not properly fulfil an obligation towards Us, We have the right to revoke the Proof of Identity issued to that Client or to suspend its validity. Proof of Identity always remains Our property.
10.2. All Proof of Identity is issued for the sole purpose of use by the Client and its personnel, or by any other company designated by the Client and accepted by Us for the duration of the Agreement that gives rise to the issuance of such Proof of Identity.
10.3. In event of theft or loss, the Client must simultaneously notify Us, by email and, as well as the police, of the location where the loss or theft (presumably) took place. The Client will be required to notify AROBS ETOLL SOLUTIONS who will block access to our Client Portal indicating theft or loss of identity proof.
10.4. The Client is, in any case, liable for misuse of the Proof of Identity by third parties, except that the Client will not be liable for any use of the Proof of Identity which occurs more than 48 hours following receipt of actual notice by Us from the Client that a Proof of Identity has been lost or stolen.
10.5. The Client must indemnify Us for the concerned loss upon Our request.
CLAUSE 11 – Standard Pricing and Fees.
11.1. We will charge the fees or rates agreed in an Agreement for the Services concluded with the Client. If the Client purchases Services for which no specific rates are specified in an Agreement, we reserve the right to charge the fees and rates set forth on Our Standard Price List. The most current Standard Price List can be requested by contacting Our Customer Support team or your designated Account Manager.
11.2. Client will be charged for all services requested and accepted by AROBS ETOLL SOLUTIONS, regardless of whether it uses self-service via the Client Portal to request said Services, including but not limited to MyTolls, or whether Client requests said Services in a non-self-service manner, such as by contacting Us by e-mail or phone.
11.3. Several Services are subject to additional Service Provider and/or Toll Charger costs. These costs are specified in the list of Standard Pricing List. We reserve the right to charge these costs to the Client if these costs are passed on to us.
11.4. AROBS ETOLL SOLUTIONS reserves the right to change Standard Price List.
11.5. Fines and other financial penalties due to offences committed by the Client on the Network must be paid directly by the Client, not through AROBS ETOLL SOLUTIONS.
CLAUSE 12 – Rebates and/ or Discounts
12.1. Rebates. We will pass along any rebate obtained from the Toll Charger to the Client. For the processing of rebates, we reserve the right to charge a Service Fee (hereafter defined), as listed in Our Standard Price list, and will refrain of payments of rebates when the amount does not exceed €75.
12.2. Italy. To benefit from the discounts in Italy determined by the Italian State, Clients must have first joined the MSTS Consorzio (available in Our Client Portal). The Italian State has exclusive power to determine the terms and conditions for the granting of such discounts and for their amount. AROBS ETOLL SOLUTIONS has the right to charge a service fee for the calculation and distribution of the discounts. The terms contained in Clause 12.1 shall also apply to Clients who have joined the Italian consortium.
12.3. Distribution of Rebate. In case the Client is part of a Partner relationship, AROBS ETOLL SOLUTIONS’ Partner and Client acknowledge that it is the Partner’s responsibility to distribute rebate amounts, if any, minus applicable fees, directly to Client. Any claims, penalty or fines arising from the failure of a Partner to distribute rebate amounts to Client shall be the responsibility of Partner. Under no circumstance shall AROBS ETOLL SOLUTIONS be held liable for Partner’s failure to properly distribute rebate amounts.
12.4. We reserve the right to charge a processing / service fee (a “Service Fee”). Applicable Service Fee Rates are listed on our Standard Price List.
CLAUSE 13 – Billing Information; Invoicing
13.1. Based on Consumption, MSE will invoice and/or billing statement for the sums payable by the Client for the relevant period pursuant to the transactions recorded and the Services provided in the Networks of the Toll Chargers. Proof of the Client’s Consumption will be constituted by the electronic records generated through the Proof of Identity. The information collected by means of the Proof of Identity in accordance with the applicable regulations is considered authentic until proven otherwise.
13.2. AROBS ETOLL SOLUTIONS will issue a weekly invoice based on the invoice issued by MSE directly with the client’s name upon Consumption of the Client, based on the data provided by each Toll Charger for the Networks in which the Client has travelled. For the calculation of amounts owed to AROBS ETOLL SOLUTIONS under this Agreement or other Service Provider Agreement, the indications provided by the AROBS ETOLL SOLUTIONS information systems will prevail over any other means of calculation, except in cases where the Client provides proof of the malfunction of such systems. AROBS ETOLL SOLUTIONS will issue monthly or annually, as the case may be, to the Beneficiary an invoice in RON or in EURO, depending on the country in which the Beneficiary has its registered office, which will include the equivalent value of the commissions applied to the value of the transactions performed for the payment of road taxes and the equivalent value of the applicable standard prices, depending on the needs.
13.3. Billing statements, invoices, and the related information (“Billing Information”) will be presented electronically. Billing Information will always be made available to the Client electronically unless the Client has expressly informed Us in writing that the Client prefers to receive this information by post.
13.4. Invoices will be issued by AROBS ETOLL SOLUTIONS with respect to Services rendered hereunder to Client and mentioned in the contract. Client hereby agrees to pay all issued invoices in accordance with the due date indicated on said invoice, and in accordance with all other agreed terms hereof.
13.5. AROBS ETOLL SOLUTIONS may introduce E-invoicing at any time. It will inform the Client thereof by any means, including by sending an email to the address provided upon Application or to any other address provided thereafter, specifying how electronic invoicing will work, including the technical aspects.
13.6. The Client acknowledges and agrees to its obligation to pay invoices hereunder, whether the payment for Services rendered is (i) owed directly to the Service Provider (in which case it will be forwarded by Us to the Service Provider), or (ii) is owed directly to Us (under a separate agreement between Us and the Service Provider or another third party).
13.7. The invoicing and payments due from the Client for the Services (including payments in respect of Tolls) will start from the date on which AROBS ETOLL SOLUTIONS issues the Card, Vignnette or OBUs to the Client.
13.8. For the calculation of the amounts owed to AROBS ETOLL SOLUTIONS, the information in the AROBS ETOLL SOLUTIONS computer systems will be considered to take precedence over any other means of calculation, except in cases where the Client can provide evidence of a malfunction affecting these systems.
13.9. The invoice does not represent a final settlement of the Client’s account. Any omission will be billed subsequently. The Client remains liable for all payments corresponding to all its Consumption, notwithstanding any suspension or termination of the Agreement.
13.10. Each Client using the Electronic Toll System Services is responsible for complying with all VAT rules resulting from AROBS ETOLL SOLUTIONS invoices in the context of its business.
13.11. The Client will be obliged to comply with and assume all the obligations incumbent upon the Taxpayers declared in the context of the information it provides to AROBS ETOLL SOLUTIONS.
13.12. The sums owed pursuant to the Agreement by the Client will be transposed into invoices, which will be paid within (5) to seven (7) business days from the date of the invoice in accordance with the amounts and conditions stipulated in the invoice. These payment terms may change, depending on the countries travelled in, subject to the prior consent of the Client. Compliance with the due dates of all amounts payable to AROBS ETOLL SOLUTIONS is an essential obligation of the Client under the Agreement.
13.13. Whenever a client terminates Services or its account with Us, AROBS ETOLL SOLUTIONS will have the right to withhold definitively, by way of compensation, all sums paid by the Client, except for the Security Deposit, from which such sums may nonetheless be deducted.
13.14. AROBS ETOLL SOLUTIONS will apply fixed-rate recovery costs for each unpaid invoice. Without prejudice to its other rights, AROBS ETOLL SOLUTIONS reserves the right to require the payment of daily interest in the event of total or partial non-payment of an invoice by its due date.
13.15. In the event of the non-payment of all or part of an invoice on its payment date, and after a reminder has been sent by post or email to no effect, AROBS ETOLL SOLUTIONS may immediately suspend the provision of the EETS Service. Should the situation of non-payment persist after five (5) business days, AROBS ETOLL SOLUTIONS may terminate the Agreement with no need for any other formality.
13.16. The non-payment of all or part of any invoice within the contractual deadlines will cause all invoices already issued to reach their due date and they will become payable immediately.
13.17. Additional compensation may be claimed, with supporting evidence, if the recovery fees incurred are higher than established deposit.
CLAUSE 14 – Payment and Collection Authorizations
14.1. If We do not conclude an Agreement in Our own name but must nevertheless make payments on behalf of the Client, then the Client will make it possible for Us to do so by maintaining a minimum balance, established by mutual agreement, in a bank account designated by Us.
14.2. Whereas the performance of this contract implies the prior payment by the Supplier of the amounts related to the road taxes and services in the name and on behalf of the Beneficiary, regardless of the on-board equipment used and/or their number, in order to recover these amounts, respectively in order to guarantee the full and timely payment of all the invoices issued to the Beneficiary, of any contractual penalties, compensation for damages or obligations resulting from the termination of the Contract, etc., the Client agrees to constitute, at the date of drawing up this contract, a guarantee in cash, in euro, to be paid on the basis of the advance invoice, the amount of this guarantee being established by mutual agreement of the parties.
14.3. In the event of non-timely payment, we reserve the right to charge Clients an interest rate for overdue payment of 1% per month, aside from the costs specified in Clauses 13 and 14. In addition, We reserve the right to cancel all future Eurovignettes installments and, as a result, bill future installments owed by the Client in one single invoice. Furthermore, We reserve the right to use any refunds received from the Dutch Tax Authority to offset any Client delayed payments.
CLAUSE 15 – Disputes and claims
15.1. Disputes Regarding Invoices.
a. Disputes pertaining to the amount or content of invoices do not give the Client the right to defer its payment obligation arising wholly or partially from the concerned invoice.
b. Disputes pertaining to the amount or the content of the invoices and/or pertaining to a payment obligation from Client where AROBS ETOLL SOLUTIONS has a framework Agreement with or any other dispute the client might have regarding their obligations regarding an Agreement, or these Terms and Conditions must be submitted in writing within two (2) weeks after the date of the invoice. Disputes that are submitted to Us other than in writing within the two-week period will not be handled by Us. Invoices are deemed to be accepted unless the Client has contested the invoice within the two-week period from the date of the invoice.
c. We will forward disputes pertaining to invoices as quickly as possible following receipt. If Our review leads Us to conclude that We have overcharged, and the excess charged has been paid to Us, then We will refund or compensate the client for the excess charged and this may be increased by applying statutory interest from time to time at the discretion of AROBS ETOLL SOLUTIONS, if applicable, in accordance with Dutch law as of the date of the invoice.
15.2. All claims regarding these Terms and Conditions shall be raised with us no later than 1 year after their triggering event, except those disputes regarding invoices which shall be raised in accordance with the terms of Clause 15.1 hereof.
15.3. Notwithstanding Clause 15.1, all disputes that arise in connection with any Agreement, any Agreement that is the consequence of that Agreement, or these Terms and Conditions, will be submitted exclusively to the competent court in Netherland
15.4. All Agreements and all Agreements that are a consequence of those Agreements are governed exclusively by Dutch law.
15.5. Any claim in connection with the Services must be submitted to AROBS ETOLL SOLUTIONS, which will forward to MSE
a. If the claim falls within the scope of the responsibility of MSE, it will examine such claim and respond to it within one month.
b. If the claim falls outside of the scope of the responsibility of MSE and involves a claim regarding the amount of a Toll, MSE will forward the claim to his Toll Charger provider insofar as it is a matter exclusively for the Toll Charger provider, as AROBS ETOLL SOLUTIONS and MSE are not involved in the calculation of tolls. The claim will then be processed in accordance with the procedure agreed by MSE and the Toll Charger in compliance with the regulatory provisions in force. The conditions governing this procedure will be notified to the Client immediately upon receipt of its claim.
15.6. Pursuant to Law No. 2008-561 of 17 June 2008 relating to the reform of the prescription period in civil matters, the period in which a claim must be notified is twelve (12) months from the date of the invoice for every party.
CLAUSE 16 – Financial Security
16.1. At all times AROBS ETOLL SOLUTIONS has the right to require financial security from Our Clients for the payments to be affected by Us to the Service Providers and Toll Chargers. In addition, the Client is obliged to inform Us immediately in the event of deterioration of its credit conditions and in case of any issues affecting or likely to affect the credit appraisal process.
16.2. At the option of the Client, and in all cases under these Terms and Conditions of Our prior Agreement with the selected form of provision of financial security and with the way it is or must be elaborated in each case, such security will be provided in the form of:
a. an irrevocable and adequate Bank Guarantee in Our favor and payable on call both in an amount and with a term of validity to be further agreed upon (“Bank Guarantee”).
b. credit insurance to be taken out by Us at the expense of and in consultation with the Client (“Credit Insurance”); or
c. any other manner of provision of security, if We have accepted its content and its form in advance, such as a cash security deposit (“Security Deposit”). (a Bank Guarantee, Credit Insurance and Security Deposit may be referred to individually or together as “Financial Security”). If Financial Security is requested, it will consist either in a Security Deposit, not subject to interest, a Bank Guarantee provided by the Client, or Credit Insurance. The amount of the Financial Security shall be set by AROBS ETOLL SOLUTIONS in its sole discretion. The value of Financial Security required may be revised by AROBS ETOLL SOLUTIONS at any time during the performance of this Agreement at AROBS ETOLL SOLUTIONS’ sole discretion. If the Client refuses, AROBS ETOLL SOLUTIONS will be entitled to terminate the Agreement, with immediate effect, without notice or compensation and without the need for any formality other than sending a letter by certified mail, return receipt requested to such effect or by e-mail. The amount of the Financial Security is calculated for each OBU. It nevertheless aims to guarantee payment of the amounts due from the Client in respect of its use of Services, whatever the OBUs used or their number. Alternatively, AROBS ETOLL SOLUTIONS may require its clients to pay in advance.
CLAUSE 17 – Term and Termination of Agreements
17.1. We shall have the right to terminate all Agreements for convenience and without any liability by giving you written notice.
17.2. Without prejudice to Our right to terminate Agreements pursuant to provisions of the Romanian Civil Code or to stipulations included in these Terms and Conditions, which entitle Us to do so, we have the right to terminate any Agreement effective immediately if and after:
a. the (voluntary) liquidation or dissolution of the Client is ordered.
b. the Client has entered into a private settlement with its creditors; the Client ceases to trade, becomes insolvent, enters into bankruptcy proceedings, takes or suffers any action, order or resolution in consequence of debt (including dissolution or liquidation), has a receiver appointed to manage its assets or business or is unable to pay its debt when they fall due (including Client’s deterioration of credit conditions as reasonably determined by Us);
c. a prejudgment attachment or execution has been levied at the expense of the Client and that attachment or execution has not been lifted within two (2) weeks after being levied.
d. the Client is a legal entity: when it is being wound up.
e. Proof of Identity has been misused, to the extent that it can be attributed to the Client.
f. the Client does not or not properly comply with contract stipulations applicable to the Client and—if compliance is not impossible—if this non-compliance has not been remedied within 10 working days after the written request in relation thereto.
g. one or more Framework Agreements between the Client and one or more Service Providers have been terminated due to breach by the Client.
h. a change in the structure/legal form of the Client, including the types of ownership, will take place or has taken place.
i. the Client has provided Us with inaccurate information prior to the conclusion of the Agreement pursuant to which We would not have concluded the Agreement if we would have had knowledge of the accurate information.
j. the Client or any of its employees, agents or subcontractors’ actions or omissions (a) are, or appear to be, in Our opinion, non-compliant with applicable laws, dishonest or fraudulent, or (b) may adversely impact the good name and reputation of AROBS ETOLL SOLUTIONS.
k. In the event of fraudulent use of an OBU entrusted to the Client, whatever the fraudulent use or its cause may be, AROBS ETOLL SOLUTIONS reserves the right to terminate the Contract as of right, by mail, return receipt requested, without warning or prior notice.
17.3. The termination of an Agreement results unconditionally and simultaneously in the termination of any Framework Agreement concluded within that scope; at any rate it is Our right to have every relevant Framework Agreement terminated on behalf of the Client. The access to Online Services will also be denied/terminated.
17.4. All amounts payable to Us by the Client at the time of the termination of any Agreement, and that normally would not yet be payable at that time, become payable as a result of that termination
CLAUSE 18 – Termination of Framework Agreements
18.1. We have the right to terminate every Framework Agreement or to suspend its performance, respectively, in Our own name or not, in the case of non-fulfilment by the Client of any obligations resting with that Client pursuant to or in connection with Agreements
18.3. All amounts payable to Us by the Client at the time of the termination of a Framework Agreement, and that normally would not yet be payable at that time, become payable as a result of that termination.
18.4. All agreements between Our Clients and Service Providers concluded within the scope of a Framework Agreement until the termination of that Framework Agreement are expressly fulfilled to the Client by Us in the customary manner within one month at most after the termination. All relevant stipulations of these Terms and Conditions remain applicable to all obligations still to be fulfilled by Our Client after the termination of the Framework Agreement.
18.5. As a result of the termination, the Client is obliged to return all Proof of Identity as well as all identity documents, passes, cards, and other information comparable to it made available to the Client
CLAUSE 19 – Liability
19.1. Limitation of AROBS ETOLL SOLUTIONS’s liability
i. Should AROBS ETOLL SOLUTIONS fail to perform all or part of its obligations under the Agreement, and provided the Client provides proof that AROBS ETOLL SOLUTIONS is at fault, the Client will have the right to seek compensation for the direct damage it sustained and can prove.
ii. Regardless of the type, basis and form of action taken against AROBS ETOLL SOLUTIONS, any compensation for direct damage due to the Client, except in the case of gross negligence by AROBS ETOLL SOLUTIONS, may not exceed an amount equal to the sums owed by the Client for the Services in the period of one (1) month preceding the events that rendered AROBS ETOLL SOLUTIONS liable. In the instance where it is the responsibility of Toll Chargers to make calculations or determinations of tolls, AROBS ETOLL SOLUTIONS may not be held liable for the consequences of any errors in the said calculation(s) or determination(s) therefore.
b. Exclusion of AROBS ETOLL SOLUTIONS’s liability.
i. For a maximum of Forty-Eight (48) hours after cancellation or termination of the Proof of Identity completed properly pursuant to the terms and requirements herein, the Client shall be responsible for any Consumption related to that Proof of Identity. During that Forty-Eight-hour time period, AROBS ETOLL SOLUTIONS shall have no responsibility for any Consumption recorded.
AROBS ETOLL SOLUTIONS may not be held liable for the consequences of any OBU Cancellation made by a person using the identity of the Client or the name of the Client and who is not authorized to represent the Client. The fees payable in respect of any OBU which is not returned, will be invoiced to the Client by AROBS ETOLL SOLUTIONS.
ii. AROBS ETOLL SOLUTIONS may under no circumstances be liable for damage due to the total or partial non-performance of the Client’s own obligations and/or indirect damage. The Parties expressly agree that the following constitutes indirect damage and does not generate a right to compensation: any financial or commercial damage, including, without limitation, any loss of data or clients, loss of earnings, additional costs associated with a change-over to another Network or to another issuer in the case of unavailability of the EETS Services, loss of revenue, loss of cost savings, loss of business, loss of profit, any commercial disruption whatsoever, or any loss as a result of a breach or fault by a Toll Charger involved in the performance of the Contract, as well as any action directed against the Client (except for infringement) by a third party.
iii. Except for cases of intentional acts and willful misconduct of Our managerial staff, We are not liable for any loss, damage, liabilities, expenses, costs incurred and/or to be incurred by the Client in connection with Our non-fulfilment or improper performance, or the any failure, negligence or delayed performance of the Service Providers.
iv. If We are liable, our liability is limited to the amount of the compensation due to Us for or in connection with the non-fulfilled or not properly fulfilled obligation, unless the loss incurred by Our Client is covered by liability insurance taken out by Us, in which case Our liability will be limited to the amount to be paid by Our insurers under that insurance. We are not liable for any indirect, incidental, punitive or consequential damage, such as loss of profit, loss of revenue or loss of production.
v. The Client shall be solely liable and shall hold Us harmless against all claims and fines (including toll fines) of any third parties, including the Service Providers and all authorities, in the matter of compensation for losses or costs connected to the Services provided by Us within the scope of the Framework Agreements.
vi. The Client shall be solely liable and shall hold Us harmless against all claims and fines (including toll fines) of any third parties, including the Service Providers and all authorities, in the matter of compensation for malfunctioning, manufacturing defect, non-compliance with installation and operating instructions) of OBUs.
CLAUSE 20 – Force majeure
20.1. Non-fulfilment of Our obligations towards Our Clients that is the consequence of or is caused by circumstances that are not attributable to Us, will result in the suspension of Our obligations as long as the circumstances or causes referred to immediately above continue uninterruptedly, including but not limited to any strike or industrial dispute, war or other act of violence, natural disaster, water damage, default by a subcontractor attributable to force majeure, the blocking of one or more Networks or the unavailability of the telecommunications networks or information systems required to provide the Services hereunder, including but not limited to Services hereunder. In no event shall AROBS ETOLL SOLUTIONS be held liable for the adverse or prejudicial consequences of any force majeure event.
20.2. Both parties have the right to dissolve all Agreements existing between them by means of a written statement, without Us being liable to pay damages in that case, if circumstances as referred to in the previous subclause continue uninterruptedly for a period longer than three months.
20.3. In the case referred to in the second subclause, We are also entitled to terminate all Framework Agreements to which Our Client is a party on behalf of that Client and without its express authorization.
CLAUSE 21 – Entire Agreement.
21.1. The Agreement contains the whole agreement in relation to the obligations of the Parties as far as its purpose is concerned. It cancels and replaces any previous document and agreement between the Parties.
21.2. Should any one of the provisions of the Agreement be found to be invalid or inapplicable, the other provisions shall remain unchanged and shall continue to apply as if the Agreement no longer contained the invalid or inapplicable provisions.
21.3. In case of contradictions or inconsistencies between Clauses contained in these Terms and Conditions, the terms of this Clause shall prevail with regards to Our Services
ANNEX
1. AUSTRIA
Austrian Tolls Services. In the event Client requests Austrian Tolls Services, the following additional terms and conditions will apply until such time as Client opts out from Austrian Tolls Services:
a. AROBS ETOLL SOLUTIONS is the Client’s direct contact for any questions or complaints about the implementation of the service on Austrian territory.
b. The delivery of the Austrian interoperability service offered by AROBS ETOLL SOLUTIONS is dependent on strict compliance with ASFINAG’s obligations, which can be found at http://www.asfinag.at/toll/ tolling-regulations (in English), and on the provision of information when subscribing to the service about whether the vehicle is a bus or an HGV.
c. The Client acknowledges that he/she/it has been informed that if the competent Austrian authorities conduct an inspection, the HGV user must be able to present the vehicle Declaration supplied on their client Portal. This document, which must be checked for accuracy under the sole responsibility of the Client, must contain the Vehicle registration number, country of registration, the OBU’s PAN and serial number, the OBU bar code, the Euro class. Client undertakes to ensure that the document is permanently kept in the vehicle to which it corresponds.
d. Compliance of the vehicle’s declaration with ASFINAG’s requirements requires consistency in the declaration between the vehicle’s registration number, country of registration, Euro class and the OBU’s PAN and serial number; the Client must carefully check this consistency and take full responsibility for the absence of a vehicle declaration or any errors in the declaration.
e. Personal data collected by Us during its provision of the Service (such as the name and address of the vehicle’s owner and the Client) may be transmitted to the ASFINAG inspection authority when requested on the basis of fraud or malfunctions contributing to the total or partial failure to pay the toll, or in the context of random checks.
2. BELGIUM
AROBS ETOLL SOLUTIONS provides an easy solution for the Belgian tolls system Viapass.
Belgium Tolls Services. In the event Client requests Belgium Tolls Services, the following additional terms and conditions will apply until such time as Client opts out from Belgium Tolls Services:
a. The Client has the status of Taxpayer within the meaning of the law and the Belgian regulations in application of Decision 2009/750/ EC. 17.2. If the Client is not the Taxpayer, it must provide the full contact details of the taxpayer when subscribing to the Service, or later in the event of any changes. When subscribing, the Client must provide the information required by the Belgian regulations in force.
b. The Client declares that it has provided AROBS ETOLL SOLUTIONS with valid documents in order to proceed with the registration of its vehicles. It thus guarantees the accuracy and veracity of the said documents with regard to the applicable regulations.
c. The Client is responsible for the accuracy of the data stored in the on-board equipment. If there are any inaccuracies, the Client is solely responsibility for the financial and/or criminal consequences. The Client must verify and manually input into the OBU, where necessary, the weight category and category of number of axles in the tractor/trailer before making any journey on the VIAPASS Network (see User Manual delivered together with OBU unit).
d. All the information provided by the Client to finalize the Application is visible in Our Client Portal. The Application will take effect once the Client has confirmed by submitting his order that all the information is correct, by virtue of which AROBS ETOLL SOLUTIONS may not be held liable in the event of any error.
e. By derogation from Clause 11 of these Terms and Conditions, the Viapass Satellite Toll Collection service may be terminated at any time by the Client by letter sent via email, it being specified that each month commenced must be paid for and the termination of this service will not result in the termination of other Services.
f. Personal data collected by Us during its provision of the Service (such as the name and address of the vehicle’s owner and the Client) may be transmitted to the VIAPASS when requested based on fraud or malfunctions contributing to the total or partial failure to pay the toll, or in the context of random checks
RULES OF CONDUCT “VIAPASS SERVICE”
Terms and Conditions Viapass Service
In order to be entitled to use the payment service within the Belgian road network (“Viapass Service”) the Client needs to (i) hold a valid contract with AROBS ETOLL SOLUTIONS which allows use of an Interoperable Telepass On-Board Unit device (“Device OBU”), enabled to the Viapass Service and (ii) accept the present Terms and Conditions. Save if otherwise provided in the present Terms and Conditions, the management of the Device is regulated by the subscription agreement signed between the Client and the AROBS ETOLL SOLUTIONS (e.g. in respect to delivery of the Device, theft, loss, other). Identity details and information on the Client and on the vehicle on which the Device will be installed are provided to Telepass S.p.A.
1. The Viapass Service and the Belgian road network
The Belgian Road network covers the entire territory of Belgium (i.e. all roads in Belgium are toll roads; however, a number of minor roads have a zero toll tariff). The Client should see www.viapass.be for the current applicable toll tariffs and maps of the road networks in each of the three regions (Brussels, Wallonia and Flanders) and for the general terms and conditions of the infrastructure operators, to which the client is bound when using the infrastructure. Telepass S.p.A. cannot be held liable for the applicable toll, tariff, rates and penalties. Any complaints must be addressed to the competent Belgian Toll Collectors. Viapass Service is available only to vehicles with a maximum authorized gross vehicle weight (GVW) of over 3.5t. In order to be allowed to make use of the Viapass Service, the Device must be properly installed and always working while driving in Belgium (see Device User Manual deliveret together with OBU unit)
The Client is hereby informed that his/her rights and obligations are defined in the applicable regulations issued by the Belgian regional authorities, including
(i) the Bruxelles-Capitale Regional order dated 29 July 2015;
(ii) the Flemish Regional decree dated 3 July 2015;
(iii) the Flemish Tax Code dated 13 December 2013, and
(iv) the Walloon Regional decree dated 16 July 2015.
2. Verification of supporting documents Pursuant to the requirements of the Belgian Toll Collectors, the Client may be requested to provide to Telepass S.p.A., via AROBS ETOLL SOLUTIONS, within 5 (five) days, scanned copies of official documents to serve as supporting evidence for the vehicle identification data provided upon subscription to the service. Please be advised that up and until the Client corrects the provided data and/or, as appropriate, submits readable, correct or written documentation and the corrected data or supporting evidence:
(i) in the absence of evidence of the authorised maximum total weight of the vehicle, the vehicle is considered to have an authorised maximum total weight more than 32 tonnes (the highest category) and
(ii) in the absence of evidence of the euro emission category of the Client’s vehicle, the vehicle is considered to belong to the “other euro emission categories” group (emission class 0) incurring the highest applicable charge.
The subsequent presentation of such evidence does not affect the charge due for the kilometers covered before assessment of the data contained in the documentation presented is affected. No refund of any toll paid or due by the Client due to any unreadable, incorrect, or missing data or supporting evidence will be granted.
3. Installation and use of the Device
The Client shall always follow the instructions set out in the Device User Manual and the Mandatory Instructions for travel in Belgium delivered together with the Device.
4. Procedure to follow in case of Device malfunction
The Client shall immediately contact AROBS ETOLL SOLUTIONS in the following cases:
(i) When the Device indicates that it no longer satisfies the requirements of the regulations, by means of acoustic and visual signals described in the Device User Manual and in the Mandatory Instructions for travel in Belgium;
(ii) If there is no signal from the Device.
A defective Device must be replaced with another Device (Telepass On-Board Unit or Satellic On-Board Unit) as soon as practicable. Upon contacting AROBS ETOLL SOLUTIONS, the Client shall be given instructions including the location of the nearest Satellic Service Point where a Satellic On-Board Unit can be obtained for temporary use before the Client receives a replacement Telepass Device. The Client must present himself at the Satellic Service Point no later than 3 (three) hours from and obtain the Satellic On-Board Unit using personal payment means (credit/bank cards or fuel cards). The list of Satellic Service Points can be found at https://www.satellic.be/en-UK/servicepoints
Customer support is available from Monday to Saturday 8:00 to 20:00 in Italian, English, French, Spanish, German and Polish language. A toll-free number is available from Belgium (080081449) and a toll number out of Belgium (+390559368001).
5. Invoicing and payments
Telepass S.p.A. shall send periodic invoices related to the transits to the Client, via AROBS ETOLL SOLUTIONS. The Client undertakes to pay all amounts to AROBS ETOLL SOLUTIONS in order for this latter to transfer the amounts to Telepass S.p.A.. The Client appoints Telepass S.p.A to pay, in its name and on its behalf, the amounts due to the Belgian Toll Collectors. Any refunds requests will be evaluated by the Toll Chargers and, if possible, the refunds will be delivered by Telepass S.p.A.
6. Duration and Termination
In case of termination of the service subscription agreement signed with the sales partner or in case the sales partner is no longer authorised by Telepass S.p.A. to distribute Devices, the present Terms and Conditions shall be automatically terminated. Telepass S.p.A. will not be liable towards the Client in case of late notification by the sales partner of above events.
7. Information on Data Protection
According to the applicable law on privacy and data protection, Telepass S.p.A., in its quality of data controller, will process the Client’s personal data for the conclusion of these Terms and Conditions as well as for further purposes provided for by the law, only with respect to the administrative and accounting purposes concerning both invoicing and keeping of accounting records pursuant to the law.
The legal ground for the processing is the fulfilling of both contractual obligations of an administrative and accounting nature and obligation provided for by the applicable law. The processing of Client’s personal data will be carried out th rough paper and automated means, as well as in full compliance with the applicable data protection laws and regulations. In particular, personal data will be processed lawfully, fairly and in a transparent manner; the personal data will be collected and recorder for the purposes above and not further processed in a way that is inconsistent with said purposes. The Client’s personal data will be updated, when necessary, processed in a way that it is always relevant, complete, and not excessive in relation to the processing’s purposes, as well as kept in a form allowing the identification of the data subject for no longer than is necessary for the purposes for which the data were collected or subsequently processed. Personal data will be processed in such a way to ensure a proper level of protection – including its protection through proper technical and organizational measures – from unlawful or unauthorized processing and from accidental destruction or loss. Provide the personal data is optional but, where the data is not provided, the Client will not be able to conclude the present agreement with Telepass S.p.A. and, consequently, it cannot avail itself of the related services. Client’s personal data will be kept from Telepass S.p.A. for the entire duration of the present Terms and Conditions. Moreover, the data will be kept for ten (10) years for purposes of keeping of accounting records pursuant to the law. In any case, where necessary (such as, for instance, in order to establish or defend a legal claim), the data will also be kept no longer than is necessary to pursue legitimate purposes provided for by the law. The Client will always have the chance to access its personal data in order to correct, erase and, more in general, to exercise the right provided for by the applicable law on privacy and personal data protection. In this respect, the Client has the right to obtain, at any time, confirmation of the existence (or absence) of such data, its communication in an intelligible form and to know their source as well as the purposes and the modalities of the related processing. The Client has the right to know who the data controller is, the data processors and to whom its data may be communicated. The Client has the right to verify the accuracy of its data or request data integration, update or correction. The Client is also entitled to ask for cancellation, anonymization, or block in the event of unlawful processing as well as ask for the restriction of the processing pursuant to the applicable law and the right to oppose in any case to the data processing for legitimate grounds. The Client has the right to data portability, as well as the right to lodge a complaint with the Romanian Data Protection Authority.
3.FRANȚA
French Tolls Services.
In the event Client requests French Tolls Services, the following additional terms and conditions will apply until such time as Client opts out from French Tolls Services:
a. These terms apply to transactions carried out using the OBU installed in the Vehicle duly declared by the Client either to AROBS ETOLL SOLUTIONS or to the Toll Charger, which may request individual registration for each OBU. These Services may also be subject to Toll Charger specific commercial terms and conditions (the “TCSCTC”) and are freely drafted and amended by each Toll Charger.
b. The Client is informed that each Toll Charger has the right to conduct any checks associated with the use of the OBUs.
c. We remind you that under amended French law no. 78-17 of 6 January 1978 (the French Data Protection Act), you have the right to access the information held about you by Toll Chargers and ask for it to be corrected or removed if necessary.
d. The use of a single OBU by more than one vehicle when passing through a toll station is prohibited. Any such fraudulent use will result in the cancellation of any discounts available, and the implementation of the measures stipulated by the Toll Charger in the event of proven fraud (in particular the definitive cancellation of the application of its Specific Commercial Conditions).
e. Any other non-compliant use, and in particular any other use of a OBU in a Heavy Goods Vehicle which does not correspond to its declared and recorded characteristics, will be invoiced at the full price.
f. Manual processing
In the event of a malfunction of the device on the French Networks:
– on entry, the driver must take a ticket and present such ticket when exiting by taking a manual lane.
– on exit, the driver must present the OBU to staff for it to be processed manually. Should the exit toll gate be fully automated, the driver must request assistance using the intercom (a call button on the magnetic payment terminal).
g. Any use of the Networks which does not comply with the procedure stipulated by this section will be undertaken at the expense and risk of the Client alone, notwithstanding the right of AROBS ETOLL SOLUTIONS to claim compensation for any losses which it may suffer as the result of such non-compliance.
4. SPAIN/PORTUGAL
Spanish / Portuguese Tolls Services.
In the event Client requests Spanish / Portuguese Tolls Services, the following additional terms and conditions will apply until such time as Client opts out from Spanish / Portuguese Tolls Services:
a. The procedure to be followed in the event of a malfunction of the device will be stipulated in Our Client Portal and, where applicable, by the operating rules of the Toll Charger or by any other applicable text.
5. GERMANY
German Tolls Services.
In the event Client requests German Tolls Services, the following additional terms and conditions will apply until such time as Client opts out from German Tolls Services:
a. Pursuant to German regulations (BFStrMG of 12 July 2011) in application of Decision 2009/750/EC the taxpayer is: the owner of the vehicle, the driver, the user, the person who determines the use of the vehicle and/or the person in whose name the vehicle is registered.
b. Pursuant to paragraph 1 of the BFStrMG, all German and foreign vehicles and articulated vehicles with a GVWR of at least 7,5 tons designed to transport good or used to this effect are subject to the toll. The conditions governing subjection to and exemption from the toll are available in Our Client Portal.
c. Access to the German interoperability service is dependent on strict compliance with the obligations laid down by the BAG (independent federal agency that reports to the federal ministry for transport and digital infrastructure – BMVI).
d. Upon requesting a Service, the Client must provide the information required by the German regulations in force, and in particular the vehicle identification number (VIN) and a document (subject to acceptance by AROBS ETOLL SOLUTIONS) certifying any installation of a particulate filter if the vehicle belongs to the S2 or S3 pollution categories (=EURO standard 2 and 3).
e. Personal data collected by Us in the course of its provision of the Service (such as the name and address of the vehicle’s owner and the Client) may be transmitted to the BAG when requested on the basis of fraud or malfunctions contributing to the total or partial failure to pay the toll, or in the context of random checks.
f. In application of the LKW-Maut, the deadline for claims is set at two (2) months from the receipt by the Client of the toll invoice and/or billing statement.
