Flotilla Terms of Use
Last Updated: February 2020
These Terms of Use represent the agreement between Flotilla IoT and You. By accepting these Terms of Use, you also agree
with our Privacy Policy.
1. Statement of Meaning
1.1 “Account” means the accounts the Customer generates over the Hosted Software to obtain Customer Data.
1.2 “Affiliates” means any other operation that, directly or indirectly through one or more intermediaries, controls, is controlled by, or
is under common control with the Customer.
1.3 “Apps” means the software applications for smartphones and tablets handed out by Flotilla through Google Play or Apple
App Store.
1.4 Authorized User – Customer’s employees authorized to use Flotilla IoT Software on Customer’s behalf.
1.5 “Customer” means the establishment for which you are accepting this agreement, and Affiliates of that establishment.
1.6 “Customer Data” means data input by Customer into Apps and Hosted Software, and the analysis, reports, and alerts generated by
the Products containing such data. To avoid any doubt, Customer Data does not include any Flotilla Software.
1.7 “Documentation” means any documentation made accessible to the Customer through the Flotilla website
accessible to Customers by Flotilla.
1.8 “Hosted Software” means Flotilla’s web-based software platform accessed online.
1.9 “Order Form” means the quote describing the purchase of Flotilla licenses issued by Flotilla.
1.10 Refund – Prorated repayment of prepaid fees for the remaining license term after termination, as expressly allowed here
1.11 Flotilla Software – Apps and Hosted Software, plus any updates, upgrades, or modifications, and Support Services.
1.12 Services – Flotilla Software and Professional Services.
1.13 Support Services – Customer support and Documentation, excluding Professional Services.
1.14 Professional Services – Services provided by Flotilla under a separate Order Form, at Flotilla’s discretion, or as mutually agreed.
1.15 Terms – The provisions of this Agreement.
2. Eligibility
To access or use the services provided by flotilla, you must be an authorized representative of a legal entity or of the age of
majority according to the relevant legislation. By accepting these Business Terms, you assure that the information you provide is
accurate, complete, and always present. Inaccurate or incomplete information may result in the immediate termination of your
account via Flotilla.
3. Intellectual Property Rights
Flotilla is the sole and exclusive owner of all titles, logos, trademarks, copyrights, and related intellectual property displayed
on its website, mobile application, or contained in documents and materials created in the course of providing services. This
includes all intellectual property rights therein (“Intellectual Property”).
You may not copy, reproduce, store, transmit, broadcast, publish, modify, create derivative works from, display, perform,
distribute, sell, license, rent, lease, or otherwise use or transfer any Intellectual Property—whether in printed, electronic, or
other form—for commercial purposes or in any manner not in compliance with these Terms of Use or applicable law,
without Flotilla’s prior written permission.
The appearance of the website and mobile application, including page headers, custom graphics, button icons, and scripts, is
The Flotilla trademark and may not be copied, imitated, or used without prior written consent.
4. Acceptance of Terms
Misuse of Flotilla’s trademarks or other intellectual property, except as allowed by these Terms of Use, is prohibited. You
must promptly notify Flotilla of any suspected violation of its intellectual property rights.
By accepting this Agreement, you agree to be bound by these Terms. If you do not agree, do not use the Products. If you
access or use the Products on behalf of a company or other legal entity that is our Customer, you represent and warrant that
You have the authority to bind that entity to these Terms. In such cases, “you” and “your” refer to that entity.You
You may not use the Services if you are a direct competitor, as determined solely by Flotilla, unless you have obtained prior
written consent.
5. Changes to Terms or Services
We may modify the Terms at any time at our sole discretion. If we do so, we will inform you either by posting the modified Terms
within the Services or through other communications with you, our Customer. You must review the Terms whenever we modify them
because if you continue to use the Services after we have posted modified Terms on the Services, you are indicating to us that you
agree to be bound by the modified Terms.
If you don’t agree to be bound by the modified Terms, then you may not continue to use the Services.
6. Product Updates
Flotilla continuously improves the Products, and may from time to time (i) update Flotilla Software and cause Firmware
updates to be automatically installed onto Customer Hardware,
(ii) update the Apps. Flotilla may change or discontinue all or any
part of the Products, at any time and without notice, at Flotilla’s sole discretion. Updates or upgrades may include security or bug
fixes, performance enhancements, or new functionality, and may be issued with or without prior notification to Customer.
The customer hereby consents to such automatic updates.
7. Payment
The payment and billing terms are outlined in the applicable Order Form. The customer is responsible for all payments of applicable
taxes, however, designated or incurred under this Agreement, and Customer shall reimburse Flotilla for any taxes paid or payable
on behalf of the Customer.
Service fees are charged every month unless agreed otherwise between the Parties.
Services are billed at the beginning of each month
. All payments should be cleared of any applicable taxes
and fees for bank transfers (for payments made through the regular wire bank
transfer).
All the applicable taxes (such as VAT) should be paid by you according to your local legislation.
Flotilla reserves the right to amend and change its fees from time to time, with prior notice of at least 30 days before the changes come
into effect, by sending you an email. By using Flotilla third-party payment processors, you agree to their terms of service. All fees are
non-refundable, which means that there are no refunds or credits for periods where you did not use the Services or used
them partially.
8. Accounts
The customer shall be solely responsible for administering and protecting Accounts. The customer agrees to provide access to the
Flotilla Software is only available to Authorized users and requires such Authorized Users to keep Account login information, including
user names and passwords, strictly confidential and not provide such Account login information to any unauthorized parties. The
customer is solely responsible for monitoring and controlling access to Flotilla Software and maintaining the confidentiality of
Account login information and any provided API tokens. If Customer or any Authorized User becomes aware that the security of any
Account login information has been compromised. Customer shall immediately notify Flotilla and deactivate such Account or
change the Account’s login information. Authorized Users may only use Flotilla Software strictly on behalf of Customer and
subject to the terms and conditions applicable to Customer herein. The customer is responsible and liable for any breach by an
Authorized User of his or her obligations hereunder.
9. Customer Data
Ownership and Usage: Customer Data is accessible via the FLOTILLA Software. The customer owns all Customer Data, and
Flotilla will keep Customer Data confidential. Customer hereby grants to Flotilla a non-exclusive, transferable, sublicensable-
able, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, display, and distribute Customer Data
in connection with operating and providing the Services. Flotilla will maintain reasonable administrative, physical, and technical
safeguards for the protection of the security, confidentiality, and integrity of Customer Data. Flotilla will not share Customer
Data without Customer consent, except when the release of data is compelled by law. Flotilla may collect and use analytics,
statistics, or other data related to the Customer Data and Customer’s use of the Flotilla Software (i) to provide the Flotilla
Software to Customer; (ii) for statistical use (provided that such data is not personally identifiable); or (iii) to monitor, analyze,
develop upon, maintain, and improve the Flotilla Software. Such use shall survive the termination of this Agreement unless
legally prohibited or Customer requests in writing upon termination that such use be limited to non-personally identifiable data.
Customers may export Customer Data at any time through the export features in the Flotilla dashboard or via the Flotilla
API. The customer acknowledges that some information may not be exportable via the Flotilla dashboard or the API. If this
Agreement terminates or expires, and Customer does not renew, Customer Data may be immediately deleted.
10. Confidentiality
10.1 Confidential Information
“Confidential Information” means any technical, financial, or business information disclosed by one Party to the other that:
(i) is marked or identified as “confidential” or “proprietary” at the time of disclosure; or
(ii) a reasonable person would understand to be confidential under the circumstances.
Flotilla Confidential Information includes product-related information (including pricing), customer details, and any data
provided to the Customer during service delivery. Customer Confidential Information includes Customer Data and any
information provided to Flotilla for evaluating, procuring, or configuring the Services (e.g., vehicle details, address book or CRM data, routes).
Confidential Information does not include information that:
(i) becomes public without breach of this Agreement;
(ii) was known without restriction before disclosure;
(iii) is received from a third party with the right to disclose it; or
(iv) is independently developed without using the other Party’s Confidential Information.
10.2 Confidentiality Obligations
The Receiving Party must:
(i) keep the Disclosing Party’s Confidential Information strictly confidential;
(ii) not disclose it to third parties except to agents under reasonable confidentiality obligations as needed for this Agreement;
and
(iii) not use it except to perform under this Agreement or as authorized.
Disclosure is permitted if required by law or regulation, provided the Receiving Party uses reasonable efforts to give
advance notice and cooperate (at the Disclosing Party’s expense) to prevent, limit, or protect such disclosure.
11. Proprietary Rights
11.1 Flotilla Software: Flotilla and its licensors exclusively own all rights, title, and interest in and to the Flotilla
Software that the Customer accesses or licenses, including all associated intellectual property rights. The customer acknowledges that the
Flotilla Software is protected by copyright, trademark, and other laws of the United Arab Emirates and foreign countries.
Customer agrees not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices
incorporated in or accompanying the Services. Customer shall and hereby does irrevocably transfer and assign to Flotilla all
rights, titles, and interests it may have in the Flotilla Software to Flotilla, and Flotilla hereby accepts such transfer. No
ownership rights are being conveyed to Customer under this Agreement. Except for the express rights granted herein, Flotilla
does not grant any other licenses or access rights, whether express or implied, to any other Flotilla software, services, technology,
or intellectual property rights.
12. Publicity
Customer hereby permits Flotilla to use the Company name and logo on Flotilla’s website, customer lists, and marketing
materials to list Customer as a customer. However, Flotilla will not use the Customer’s name, trademarks, or logos in any other way
without the Customer’s prior consent.
13. Term
The term of this Agreement begins upon the date on which you accept this Agreement by executing an Order Form that references
this Agreement and shall continue until the expiration of the last active Order Form, where the license period ends or until otherwise
terminated earlier as provided hereunder.
13.1 Termination
You may terminate your use of the Services at any time by sending a notice to Flotilla at least 30 days before the date of termination.
Flotilla may unilaterally block your use of the Services, including the suspension of access to your account if you fail to comply with
or violate the terms and conditions defined by the Terms of Service. In such a case, Flotilla shall send you a notice before the date of
termination. In the event of termination, you will continue to be responsible for any fees and/or charges you have incurred before the
termination.
13.2 Effect of Termination: At the Customer’s request, and subject to Flotilla’s data retention and backup policies, Flotilla
shall delete and remove any Customer Data on the Hosted Software.
14. Dispute Resolution
You agree to make a diligent, good-faith attempt to resolve any disputes or controversies relating to or arising out of these Terms of
Use by informal negotiations within 30 (thirty) calendar days. During the time of informal negotiations, you agree to refrain from any
action or behavior, including, but not limited to, actions in the media or social networks that may harm the reputation of Flotilla,
its affiliates, employees, or clients, or cause damage to Flotilla, regardless of where and when such actions would occur. In case
of failure to solve any such dispute or controversy by way of negotiations, or if negotiations do not begin, the courts of Dubai shall
have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms of Use.
15. Limitation of Liability
15.1 No Consequential Damages: Neither Flotilla nor the customer, nor any other party involved, in.
Creating, producing, or delivering the services will be liable for any Incidental, Special,
punitive, Exemplary, or Consequential damages, including lost profit, loss of data, or
goodwill, service interruption, computer damage or system failure, or the cost of a substitute
services arising out of or in connection with these terms or from the use OF OR INABILITY TO USE
the products, whether based on contract, tort (including negligence), product liability, or
any other legal theory, and whether or not the other party has been informed of the
possibility of such damage, even if a limited remedy set forth herein is found to have failed of
It’s an essential purpose. Some jurisdictions do not allow the exclusion or limitation of liability
For consequential or incidental damages, the above limitation may not apply.
15.2 cap: except as to any express indemnification obligation set forth herein, in no event will
either party’s total liability arising out of or in connection with these terms or from the use
or the inability to use the products exceeds the amount the customer has paid to flotilla
hereunder, or if the customer has not had any payment obligations to flotilla (for example
through a free trial, one hundred dollars ($100).
15.3 The exclusions and limitations of damages set forth above are fundamental elements of
The basis of the bargain between the flotilla and the customer.
16. General Terms
These Terms, together with any applicable Order Form, constitute the entire and exclusive understanding and agreement between
Flotilla and you regarding the Services, and these Terms supersede and replace any prior oral or written understandings or
agreements between flotilla and you regarding the Services; however, if an Order Form differs from these Terms, then the terms
of the Order Form control over these Terms. You may not assign or transfer these Terms, by operation of law or otherwise, without
Flotilla’s prior written consent, except in the case of a merger, acquisition, or sale of all or substantially all assets of your
company. Any attempt by you to assign or transfer these Terms without such consent will be null. flotilla may freely assign or
transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the Parties, their
successors, and permitted assigns. Any notices or other communications provided by flotilla under these Terms, including those
regarding modifications to these Terms, will be given:
(i) via email;
(ii) by posting to the flotilla’s website; or
(iii) by posting to the
Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
Either Party’s
17. Contact Information
If you have any questions about these Terms, please contact FLOTILLA at info@flotilla.me