Muto Terms & Conditions
TERMS AND CONDITIONS “MUTO”
These are the General SaaS Terms and Conditions (“Terms”) applicable to the SaaS platform service ‘MUTO’ (the “Service”) offered by XPOfleet B.V., having its office at Meander 901 (6825 MH), in Arnhem (NL) and registered with the Chamber of Commerce under number 64218295 (“XPOfleet”).
XPOfleet is a subsidiary of XPOfleet Belgium BV, having its office in Antwerp, Belgium and registered under number 0464.168.358.
These Terms can also be viewed and downloaded from the website: www.mutomobility.com or will be sent upon request.
1. DEFINITIONS
In these Terms, capitalised words shall have the following meaning:
Account: The business account of the Customer through which access is gained to and use can be made of the Service.
Affiliated Administrations (“Companies”): Sub-administrations, business units or departments within the Customer’s organisation.
Business Day: Monday to Friday, excluding public holidays in the Netherlands.
Business Hours: 09:00 to 17:00 CET on a Business Day.
Credentials: Login details such as username and password used to access the Account.
Customer (“Tenant”): The legal entity that has entered into a Subscription with XPOfleet to use the Service.
Customer Data: All data uploaded to or generated within the Service by the Customer or via integrated systems.
Free Subscription: A free version of the Service with limited access and a cap on the number of Users.
Force Majeure: Events beyond XPOfleet’s control, including but not limited to natural disasters, pandemics, war, or failures of third-party providers.
GDPR: The European General Data Protection Regulation (EU 2016⁄679).
Intellectual Property Rights: All IP rights including software, source code, trademarks, etc.
Service: The MUTO platform as-a-service for mobility management (vehicles, bikes, public transport, etc.).
Subscription: The selected plan for using the Service.
Subscription Request: The Customer’s (online) request to subscribe.
Support: Technical or user help related to the Service.
User: Any individual authorized by the Customer to use the Service.
2. GENERAL
These Terms apply to all Subscriptions, requests, offers, and related agreements with XPOfleet.
Customer must accept these Terms before accessing the Service.
Additional terms only apply if agreed upon in writing.
XPOfleet may amend the Terms. Material changes must be accepted by the Customer; otherwise, the Subscription may be terminated.
These Terms also apply to affiliates, directors, employees, and third parties engaged by XPOfleet.
If a clause becomes invalid, it will be replaced with a valid one with the same intent.
3. SUBSCRIPTION, ACCOUNT AND CREDENTIALS
Once a Subscription Request is accepted, Credentials are issued to the Customer.
XPOfleet may refuse a Subscription at its sole discretion.
Subscriptions include defined durations, users, features, and admin access.
Subscriptions can be modified by XPOfleet with 1‑month prior notice.
The Customer is responsible for all actions under its Account.
XPOfleet may suspend access for misuse or non-payment.
4. USE OF THE SERVICE
Customer receives a limited, non-exclusive, non-transferable license.
Prohibited actions include: hacking, distributing malware, reselling access, scraping data, etc.
XPOfleet reserves the right to monitor usage and restrict or revoke access.
Customer indemnifies XPOfleet against misuse or breach of these Terms.
XPOfleet may change or discontinue parts of the Service at any time.
5. PRICE AND PAYMENT
Prices are stated in euros, excluding VAT.
Payments are due monthly in advance; invoices are payable within 14 days.
XPOfleet may revise prices, especially for inflation or new features.
Non-payment may lead to suspension and interest charges.
6. ADDITIONAL SERVICES AND SUPPORT
The Service is provided “as is” and without warranties.
Support is available during Business Hours and is best-effort.
Additional services (e.g., data migration or training) are billed separately.
XPOfleet may cancel services for urgent reasons or delegate them to third parties.
Scheduled maintenance may temporarily affect availability.
7. INTELLECTUAL PROPERTY RIGHTS
All rights in the Service belong to XPOfleet or its licensors.
Customer may not remove, alter, or misuse IP assets.
XPOfleet may use Customer Data in anonymised form for benchmarking or improvements.
8. PERSONAL DATA PROCESSING
XPOfleet processes personal data under GDPR and its Privacy Policy.
If XPOfleet acts as processor, the Terms constitute a Data Processing Agreement.
Sub-processors may be used under confidentiality terms.
XPOfleet will inform Customer of any data breaches within 72 hours.
9. LIMITATION OF LIABILITY
XPOfleet’s liability is limited to direct damages and capped at €25,000 or the prior 6 months of fees.
Indirect or consequential damages (lost revenue, business interruption) are excluded.
Claims must be made within 1 year of the incident.
No liability applies in case of Force Majeure.
10. TERM AND TERMINATION
Subscriptions renew monthly unless terminated with 1‑month notice.
XPOfleet may terminate immediately in cases of bankruptcy, non-payment, or serious breach.
Upon termination:
Access ends immediately.
Data may be deleted after 6 months.
No refunds will be issued.
All outstanding payments become due.
11. APPLICABLE LAW AND DISPUTES
Dutch law applies to all Terms and agreements.
Disputes are subject to Dutch courts in the district of XPOfleet’s registered office.
Version 1.0 — May 2024