Terms and Conditions

These Terms and Conditions (the "Terms") are a binding agreement between Handova LLC, a United States limited liability company ("Handova", "we", "us"), and the organisation or person that uses the Handova service ("you"). By creating an account, clicking to accept, or using Handova, you agree to these Terms. If you accept on behalf of a company, you confirm that you are authorised to bind that company, and "you" then means that company.

1. Documents that form the agreement

These Terms include, by reference, the following documents in the Legal centre: the Subscription and Payment Agreement, the Refund and Cancellation Policy, the Acceptable Use Policy, the GPS Tracking and Driver Consent Policy, the Data Processing Agreement (for business customers) and the Beta Testing Agreement (together, the "Agreement"). Our Privacy Policy explains how we handle personal information. If documents conflict, this order applies: (1) a signed order form or contract with us, (2) the Data Processing Agreement (for personal data only), (3) these Terms, (4) the other policies.

2. Definitions

• Service: the Handova website, web app, mobile and desktop apps, APIs and related support.
• Customer: a company or other organisation with a Handova company account.
• User: a person who logs in to Handova, including a Customer's owners, managers, staff and drivers.
• Customer Data: information that a Customer or its Users enter into or send to the Service, including reports, vehicle, asset, financial and location data.
• Assets: vehicles, machines, equipment and other things a Customer manages with Handova.

3. Eligibility and accounts

• You must be at least 18 years old (or the age of legal majority where you live, if higher) and able to form a binding contract. Handova is for business use, not for personal, family or household use.
• A Customer opens a company account and decides who may use it. Drivers and other Users join a Customer's account and use the Service under that Customer's control. The Customer approves, manages and removes its Users and is responsible for their use of the Service.
• Information you give us must be accurate and kept up to date. Keep passwords secret, use a strong password, and tell us at support@myhandova.com straight away if you suspect someone else is using your account. You are responsible for activity under your login unless it results from our failure to protect the Service.
• You may not use the Service if you are located in, or are a resident or government of, a country or region subject to comprehensive U.S. sanctions, or if you are on a U.S. or other applicable sanctions or restricted-party list.

4. The Service

• Handova helps organisations record shifts, cash, fuel, expenses and checks; see reports and profit by asset; manage assets and documents; and, on plans that include it, see locations from Users' phones during shifts and from GPS trackers fitted in Assets.
• We may improve, change or remove features. If we remove a feature that is material to a paid plan you are using, we will tell you in advance and, if you ask, give a pro-rated refund for the prepaid period you can no longer use as intended.
• Some features rely on third parties, such as maps, app stores, payment providers, email, mobile networks and the Google sign-in service. Their terms apply to your use of them, and we are not responsible for them.
• The Handova network lets Customers contact independent businesses (garages, insurers, fuel, finance and others). Those businesses are not our agents. Any deal you make with them is between you and them. We do not guarantee their services, prices or offers, and we may receive a referral fee or commission, which we disclose on request.

5. Customer responsibilities

The Customer is responsible for:

• Lawful use and tracking. Having a lawful basis and giving all notices, and obtaining all consents, approvals and works-council or union consultations that the law requires before monitoring Users or tracking Assets, as set out in the GPS Tracking and Driver Consent Policy. This includes laws on employee monitoring, privacy, data protection, labour and vehicle tracking in every place where the Customer operates.
• Customer Data. The accuracy, quality and legality of Customer Data and the means by which it was obtained, and having the rights needed for us to process it under the Agreement.
• Business decisions. Decisions about Users (including pay, discipline and dismissal), Assets, money, taxes and safety. Handova's figures, flags and alerts help you; they are not professional accounting, tax, legal, safety or employment advice and must be checked by you before you rely on them.
• Equipment and connections. Phones, computers, trackers and internet connections, and the costs of mobile data.
• Road safety. Making sure Users do not use phones in a way that is unsafe or unlawful while driving or operating machinery.
• Following the Acceptable Use Policy, and making sure its Users do too.

6. Plans, fees and payment

Plans, prices, regional prices, taxes, renewal, price changes and late payment are governed by the Subscription and Payment Agreement. Cancellation and refunds are governed by the Refund and Cancellation Policy.

7. Customer Data and privacy

• Ownership. As between you and us, the Customer owns Customer Data. You give us a worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit and display Customer Data only as needed to provide, secure, support and improve the Service, to prevent fraud and abuse, and as required by law.
• Personal data. For personal data in Customer Data, the Customer is the controller (or "business") and we are its processor (or "service provider"). The Data Processing Agreement applies and is part of these Terms.
• Aggregated data. We may create and use de-identified, aggregated statistics (for example average fuel use by vehicle type in a region) that do not identify the Customer, any User or any individual, to run and improve the Service and to publish industry insights. We will not attempt to re-identify such data.
• Export. You can export your reports and figures from the Service at any time (for example as CSV). On request we will provide an export of your Customer Data in a structured, commonly used, machine-readable format, as described in the Refund and Cancellation Policy.
• Security. We use reasonable technical and organisational measures to protect Customer Data, as described in the Data Processing Agreement. No system is perfectly secure.

8. Intellectual property and feedback

• We and our licensors own the Service, including software, designs, logos, the Handova name and documentation. We give you a limited, non-exclusive, non-transferable, revocable right to use the Service during your subscription, under the Agreement.
• You must not copy, modify, sell, sublicense, reverse engineer (except where the law allows despite this restriction), or build a competing product from the Service.
• If you send us ideas or feedback, we may use them freely without obligation to you. Feedback does not include Customer Data.

9. Confidentiality

Each party will keep the other's non-public business information confidential, use it only for the Agreement, and protect it with at least reasonable care. This does not apply to information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed, or is lawfully received from a third party. A party may disclose information when required by law, after giving notice where lawful.

10. Availability, support and suspension

• We aim to keep the Service available at all times, but we do not promise that it will be uninterrupted or error-free, and planned maintenance and events outside our control may cause interruptions. For paid plans, the Service Level Agreement sets out our uptime target and the service credits available if we miss it; those credits are your only remedy for unavailability. No other service level applies unless agreed in a signed contract.
• We may suspend access, as narrowly as practical, if (a) needed to prevent a security threat or harm to the Service, other customers or any person; (b) required by law; (c) a User breaches the Acceptable Use Policy; or (d) fees are overdue as described in the Subscription and Payment Agreement. Where possible, we will give notice first and restore access once the issue is resolved.

11. Term and termination

• The Agreement lasts while you have an account. You may cancel at any time as described in the Refund and Cancellation Policy.
• We may end the Agreement for convenience with at least 60 days' notice, and will then refund prepaid fees for the unused period. Either party may end the Agreement immediately by notice if the other materially breaches it and does not fix the breach within 30 days of notice, or becomes insolvent.
• After termination, access ends. We keep Customer Data for 30 days so you can export it, then delete it as described in the Data Processing Agreement, except where the law requires us to keep it.
• Sections 7 (aggregated data), 8, 9, 12, 13, 14, 15 and 16, and any unpaid fees, survive termination.

12. Disclaimers

Except as expressly stated in the Agreement, and to the maximum extent permitted by law, the Service is provided "as is" and "as available", and Handova disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, non-infringement and accuracy. Handova does not warrant that location data, figures, alerts or reminders will be accurate, complete or timely, and they must not be relied on for emergencies, safety-critical decisions or legal compliance.

13. Limitation of liability

To the maximum extent permitted by law: (a) neither party is liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, goodwill or data, however caused, even if advised of the possibility; and (b) each party's total liability arising out of or relating to the Agreement will not exceed the greater of the fees paid and payable by the Customer to Handova in the twelve (12) months before the event giving rise to the claim, or one hundred U.S. dollars (US$100).

These limits do not apply to a party's indemnity obligations, a Customer's obligation to pay fees, a party's infringement or misappropriation of the other's intellectual property, or liability that cannot be limited by law (such as for fraud, gross negligence or wilful misconduct, or death or personal injury caused by negligence).

14. Indemnity

• By the Customer. The Customer will defend Handova and its members, managers, employees and contractors against third-party claims, and pay resulting losses, fines and reasonable legal costs, arising from: Customer Data; monitoring or tracking of Users or Assets without the notices, consents or lawful basis the law requires; breach of the Acceptable Use Policy; or the Customer's dealings with its Users or with businesses in the Handova network.
• By Handova. Handova will defend the Customer against third-party claims that the Service, as provided by us, infringes that third party's intellectual property rights, and pay resulting damages and costs finally awarded or agreed in settlement. We may modify the Service to be non-infringing, get a licence, or end the affected subscription and refund prepaid fees for the unused period. This does not apply to claims caused by Customer Data, combinations with things we did not provide, or use in breach of the Agreement.
• The indemnified party must promptly notify the other, give reasonable help, and let the other control the defence (but no settlement admitting fault or requiring payment by the indemnified party may be made without its consent).

15. Governing law and disputes

• The Agreement is governed by the laws of the U.S. state in which Handova LLC is organized and the federal laws of the United States, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
• Talk first. Before starting a claim, a party will send a written description of the dispute to the other (legal@myhandova.com for us), and both will try in good faith to resolve it within 30 days.
• Binding arbitration. Any dispute not resolved informally will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules or, where either party is outside the United States, by its International Centre for Dispute Resolution under its International Arbitration Rules. There will be one arbitrator; the seat will be the state in which Handova LLC is organized; the language will be English; and hearings may be held by video. Judgment on the award may be entered in any court with jurisdiction.
• Exceptions. Either party may bring an individual claim in a small-claims court, and either party may seek temporary or preliminary relief from a court to protect its intellectual property, confidential information or the security of the Service.
• No class actions. To the extent permitted by law, claims may be brought only on an individual basis and not as a plaintiff or class member in any class, collective or representative action, and the arbitrator may not consolidate claims of different customers.
• Mandatory local rights. Nothing in this section removes rights you have under the laws of your country that cannot be excluded by contract, including any right of an individual consumer or employee to bring a claim in the courts where they live.

16. General

• Export and sanctions. Each party will comply with U.S. and other applicable export-control and sanctions laws. You will not let restricted persons or places use the Service.
• Anti-corruption. Neither party will offer or accept bribes or improper payments in connection with the Agreement.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, such as natural disasters, war, civil unrest, power or internet failures, or acts of government (this does not excuse payment obligations).
• Assignment. You may not transfer the Agreement without our written consent, except to a successor of all or substantially all of your business. We may transfer it to an affiliate or a successor of our business.
• Notices. We may give notices by email to the account owner, in the Service, or by posting in the Legal centre. You give notices to legal@myhandova.com.
• Changes to these Terms. We may update the Agreement. For material changes we will give at least 30 days' notice by email or in the Service, and ask you to accept the new version before you continue using Handova. Changes do not apply retroactively. If you do not agree, you may cancel before the change takes effect and receive a pro-rated refund of prepaid fees.
• Confirming your agreement. You confirm your agreement to the current version of these documents each time you sign up, log in or make a payment, and drivers confirm the GPS Tracking and Driver Consent Policy at the start of each shift. We keep a record of each confirmation.
• Electronic signature. Clicking to accept is your electronic signature and has the same effect as a handwritten signature, under the U.S. E-SIGN Act and similar laws. We keep a record of which version you accepted and when.
• Independent parties. The parties are independent contractors. Nothing creates a partnership, employment or agency relationship. Handova is not the employer of any User.
• Entire agreement. The Agreement is the entire agreement about its subject and replaces earlier discussions. Terms in your purchase orders do not apply. If a provision is unenforceable, it will be limited to the minimum extent necessary and the rest remains in force. Failing to enforce a right is not a waiver. If we provide a translation, the English version prevails.