Terms & Conditions

1. Agreement to Terms

These Terms and Conditions (“Terms”) constitute a legally binding agreement between you and UpSteam Eesti OÜ, registry code 16635597, a company registered in the Republic of Estonia, operating under the trade name “FleetFox” (“FleetFox,” “we,” “us,” or “our”), with registered address at Valukoja 10, 10416 Tallinn, Estonia.

By accessing or using our website (fleetfox.eu) and services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must immediately discontinue use of our services.

These Terms apply to all users of the Platform, including Fleet Operators (Clients) and Service Operators (Foxes), as defined below.

2. Definitions

For purposes of these Terms, the following definitions apply:

• “Platform” refers to FleetFox’s technology infrastructure, software, website, mobile applications, and related systems that facilitate the coordination of fleet care services
• “Services” refers to the technology platform services provided by FleetFox, including software access, coordination tools, and related support
• “Client” or “Fleet Operator” refers to companies, organizations, or individuals operating vehicle fleets who use the Platform to request and manage fleet care services
• “Service Operator”, “Operator”, or “Fox” refers to independent contractors and service providers who use the Platform to perform fleet care services
• “Task” refers to individual service requests coordinated through the Platform, including but not limited to vehicle washing, relocation, maintenance coordination, inspections, refueling, and upkeep services
• “Agreement” refers to these Terms and any separate service contract or order form executed between FleetFox and the Client
• “Personal Data” has the meaning set forth in the EU General Data Protection Regulation (GDPR)

3. Service Description and Platform Nature

3.1 Platform Services

FleetFox operates a Software-as-a-Service (SaaS) technology platform that connects Fleet Operators with independent Service Operators to coordinate fleet care services across European markets, including Estonia, Latvia, Lithuania, Germany, Belgium, and the Czech Republic.

3.2 Nature of Services and Platform Role

Important: FleetFox provides a digital platform that connects Clients with independent Service Operators who perform the requested car-care services. FleetFox operates as an information society service provider within the meaning of Directive (EU) 2015/1535 and is not the service provider nor the employer of Service Operators. FleetFox does not itself perform the services. Where applicable, FleetFox acts as a commercial agent to intermediate service contracts and payments between Clients and Service Operators.

As an intermediary technology platform provider, FleetFox does not:

• Directly employ Service Operators or Foxes
• Provide vehicle services ourselves
• Act as an employer, principal, or agent of Service Operators
• Control or supervise the manner in which Service Operators perform their work
• Guarantee the availability, quality, or outcome of services performed by Service Operators

Service Operators are independent contractors who use the Platform to find and execute service requests. The contractual relationship for service execution exists between the Client and the Service Operator. FleetFox facilitates this connection and provides the technological infrastructure, coordination tools, quality standards, and insurance framework.

3.3 Services Facilitated

The Platform facilitates coordination of the following fleet care services:

• Vehicle washing and cleaning (interior and exterior)
• Vehicle relocation and rebalancing
• Refueling and EV charging logistics
• Vehicle inspections and photo documentation
• Minor upkeep and maintenance coordination
• Seasonal services (e.g., tire changes)
• Ad-hoc fleet care tasks

4. Eligibility and Account Requirements

4.1 Business Use Only

Our services are intended for business-to-business (B2B) use only. Clients must be legal entities or individuals acting in a commercial capacity. Consumer users are explicitly excluded from these Terms.

4.2 Account Registration

To use the Platform, you must:

• Provide accurate and complete registration information
• Maintain and promptly update your account information
• Maintain the security and confidentiality of your login credentials
• Accept responsibility for all activities under your account
• Notify us immediately of any unauthorized account access

4.3 Authority

By accepting these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

5. Client Obligations and Responsibilities

As a Fleet Operator using our Platform, you agree to:

5.1 Information and Access

• Provide accurate, complete, and up-to-date vehicle information, including make, model, license plates, and locations
• Ensure vehicles are accessible and available at scheduled service times
• Provide necessary access credentials, keys, or access cards where required
• Notify Service Operators and FleetFox of any vehicle-specific requirements or sensitivities

5.2 Payment Obligations

• Pay all invoices within the agreed payment terms (typically 30 days unless otherwise specified)
• Maintain valid payment information and billing details
• Report any billing disputes within 14 days of invoice date

5.3 Compliance

• Comply with all applicable laws and regulations regarding fleet operations in your jurisdiction
• Maintain adequate vehicle insurance, registration, and documentation
• Ensure vehicles comply with safety and roadworthiness standards
• Report service quality issues or damage claims within 24 hours of task completion with supporting photo evidence

5.4 Prohibited Uses

Clients must not:

• Use the Platform for any unlawful purpose or in violation of these Terms
• Attempt to circumvent the Platform to directly engage Service Operators
• Interfere with or disrupt the Platform’s operation
• Access or attempt to access other users’ accounts or data
• Use the Platform to transmit viruses, malware, or harmful code

6. Service Operator Obligations

Independent Service Operators and Foxes using our Platform agree to:

6.1 Service Quality and Standards

• Complete all accepted Tasks according to FleetFox quality standards and specifications
• Provide photo verification documentation for all completed Tasks
• Follow established safety protocols and best practices
• Report any vehicle damage, defects, or issues immediately upon discovery
• Maintain professional conduct and communication at all times

6.2 Insurance and Liability

FleetFox maintains liability insurance coverage up to €50,000 per incident, which extends to Service Operators performing Tasks through the Platform. Service Operators do not pay for this insurance coverage.

Service Operator Liability: Service Operators are personally liable for up to €1,000 per incident for any damage caused to Client property through fault or accident during Task performance.

Insurance Conditions: For insurance coverage to apply:

• Damage must occur during an active Task (while Task is in progress in the Fox App)
• Service Operator must be sober and not under the influence of alcohol or drugs
• Service Operator must comply with all traffic laws and regulations (no speeding, running red lights, etc.)
• Service Operator must follow FleetFox safety protocols and quality standards

Violation of these conditions may void insurance coverage and result in the Service Operator bearing full liability for any damages caused.

6.3 Compliance

• Comply with all applicable local laws, regulations, and traffic rules
• Possess valid licenses and permits required to perform services (e.g., driver’s licenses)
• Respect data protection and confidentiality obligations regarding Client information
• Account Security: Service Operators are strictly prohibited from sharing their Fox App account credentials or access with any third party. Violation of this policy will result in immediate and permanent ban from the Platform

6.4 Independent Contractor Status

Service Operators acknowledge and agree that they are independent contractors and not employees, agents, joint venturers, or partners of FleetFox. As independent contractors, Service Operators:

• Have full discretion to accept or decline any Task offered through the Platform
• Determine their own working hours, schedules, and availability
• May provide services to other clients or platforms simultaneously
• Use their own methods and judgment in performing services (within FleetFox quality standards)
• Are solely responsible for their own tax obligations, social security contributions, and statutory insurance requirements
• Are not entitled to employee benefits, paid leave, or other employment-related entitlements from FleetFox

Nothing in these Terms or the use of the Platform creates an employment relationship between FleetFox and any Service Operator. Service Operators bear the economic risk and opportunity of their own independent business.

7. Pricing and Payment

7.1 Service Fees

Pricing is based on Task type, service location, fleet size, and selected service tier (Budget/Standard/Premium). Current pricing indicative ranges are available on our Pricing page and may vary by market and service complexity. Final pricing is established in individual service agreements or order forms.

7.2 Invoicing and Payment Terms

• Invoices are issued every 14 days unless otherwise agreed in writing
• Payment is due within 30 calendar days of invoice date, unless alternative terms are specified in your service agreement
• All fees are exclusive of applicable taxes (VAT, etc.), which will be added to invoices where required by law
• Payment must be made via bank transfer to the account specified on the invoice

7.3 Late Payments

Late payments may incur interest charges at the rate specified in your service agreement (or the maximum rate permitted by applicable law, whichever is lower), calculated from the payment due date. FleetFox reserves the right to suspend service access for accounts with overdue invoices exceeding 14 days.

7.4 Pricing Changes

FleetFox may adjust pricing with at least 30 days’ advance written notice via email or Platform notification. Continued use of services after the notice period constitutes acceptance of new pricing. Clients may terminate the Agreement within the notice period if they do not accept the pricing changes.

7.5 Disputed Charges

Clients must notify FleetFox of any billing disputes or errors within 14 calendar days of the invoice date. Undisputed portions of invoices remain payable within the standard payment terms.

8. Service Level Agreement (SLA) and Quality Standards

8.1 Quality Commitment

FleetFox strives to maintain high service quality standards across our network:

• Target SLA compliance: 95-99% (varies by service tier)
• Photo verification: Provided for all completed Tasks
• Response time: Customer support available during business hours (9:00-17:00 EET, Monday-Friday)
• Issue resolution target: Initial response within 24 business hours

8.2 Service Tiers

Different service tiers (Budget/Standard/Premium) may have different SLA parameters, response times, and quality standards as specified in your service agreement.

8.3 No Absolute Guarantees

While FleetFox implements quality control measures, we do not guarantee specific outcomes or uninterrupted service availability. SLA targets are goals, not warranties, given the Platform’s reliance on independent Service Operators and factors beyond our control (weather, traffic, operator availability).

9. Liability, Insurance, and Indemnification

9.1 Insurance Coverage

FleetFox maintains liability insurance coverage up to €50,000 per incident at no cost to Clients. This coverage extends to Service Operators performing Tasks through the Platform. Service Operators also do not pay for this insurance coverage.

For Clients: In the event of damage caused by a Service Operator during a Task, FleetFox handles the repair or replacement free of charge and as quickly as possible. Clients do not need to manage insurance claims directly.

Service Operator Liability: Service Operators are personally liable for up to €1,000 per incident for damages caused to Client property. This amount is paid to FleetFox for handling the insurance case. Insurance coverage is subject to the conditions outlined in Section 6.2.

Photo Documentation: FleetFox requires Service Operators to take before-photos of vehicles prior to service. These photos serve as proof of the vehicle’s condition before the Task began.

Coverage Scope: Insurance extends to damages occurring while driving and/or servicing the vehicle (e.g., scratches caused during handling).

Exclusions: FleetFox is not liable for:

Claims Requirements: For a damage claim to be processed:

• Pre-existing damages present before the Service Operator physically accessed or serviced the vehicle
• Damage or theft occurring before or after the active servicing period, unless there is proof of Service Operator negligence (e.g., leaving vehicle doors unlocked or keys unattended)
• Normal wear and tear
• Standard effects of car washing on paint (minor swirl marks), unless deep scratches caused by fault or mistake
• Micro-scratches that are typical of normal vehicle use and maintenance
• Damages resulting from incomplete or inaccurate information provided by the Client (e.g., failure to disclose recent paint work, sensitive surfaces, or known defects)

Photo Documentation: FleetFox requires Service Operators to take before-photos of vehicles prior to service. These photos serve as proof of the vehicle’s condition before the Task began.

• Client must provide clear photographic evidence demonstrating causation (proof that the damage was caused during the Task)
• Claims must be submitted within 30 days of the damage event. FleetFox is not responsible for complaints received after this period
• Disputes without clear proof of causation will not be handled

9.2 FleetFox Liability Limitations

To the maximum extent permitted by Estonian and applicable EU law:

• FleetFox’s total aggregate liability arising from or related to the Platform and Services is limited to the total fees paid by the Client to FleetFox in the 12 months preceding the claim
• FleetFox is not liable for indirect, incidental, consequential, special, or punitive damages, including loss of profits, revenue, data, business opportunities, or goodwill
• FleetFox is not liable for acts, errors, omissions, or negligence of Service Operators, who are independent contractors
• FleetFox is not liable for vehicle damage, loss, or theft unless directly caused by proven Platform malfunction or our gross negligence

9.3 Exceptions to Limitations

The above liability limitations do not apply to:

• Death or personal injury caused by FleetFox’s negligence
• Fraud or fraudulent misrepresentation
• Liabilities that cannot be excluded or limited under applicable law

9.4 Damage Claims Process

Vehicle damage claims must be reported within 24 hours of Task completion with photographic evidence. Claims are processed according to our Damage Policy and relevant insurance procedures. Clients acknowledge that FleetFox acts as a facilitator and that final claim resolution depends on insurance provider determinations.

9.5 Client Indemnification

Clients agree to indemnify, defend, and hold harmless FleetFox and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising from:

• Client’s breach of these Terms
• Client’s violation of applicable laws or regulations
• Client’s negligent or willful misconduct
• Claims by third parties related to Client’s vehicles or operations

10. Intellectual Property Rights

10.1 FleetFox IP

All content, software, designs, graphics, text, trademarks, service marks, logos, and other intellectual property displayed on or embodied in the Platform (“FleetFox IP”) are the exclusive property of FleetFox or our licensors. No license or right is granted to use FleetFox IP except as expressly permitted in these Terms.

10.2 Restrictions

Users may not, without FleetFox’s prior written consent:

• Copy, modify, distribute, sell, or lease any part of the Platform
• Reverse engineer, decompile, or disassemble the Platform software
• Remove or alter any copyright, trademark, or other proprietary notices
• Use FleetFox trademarks or branding in any manner that creates confusion or implies endorsement

10.3 User Content License

By uploading or submitting content to the Platform (including vehicle data, photos, and communications), you grant FleetFox a non-exclusive, worldwide, royalty-free license to use, reproduce, process, and display such content solely for the purpose of providing the Services.

11. Data Protection and Privacy

11.1 GDPR Compliance

FleetFox processes personal data in accordance with the EU General Data Protection Regulation (GDPR) and Estonian Personal Data Protection Act. Our detailed data processing practices are described in our Privacy Policy.

11.2 Data Controller and Processor

For personal data of Client employees and contacts, the Client is the data controller and FleetFox is the data processor providing the Platform and related services. For personal data of Service Operators, FleetFox is the data controller. Both parties agree to comply with their respective GDPR obligations. Roles and data processing practices are further defined in our Privacy Policy.

11.3 Data Security

FleetFox implements appropriate technical and organizational measures to protect personal data against unauthorized access, loss, or destruction. However, no system is completely secure, and FleetFox cannot guarantee absolute security.

11.4 Data Subject Rights

Data subjects have rights under GDPR including access, rectification, erasure, restriction of processing, data portability, and objection. Requests should be directed to info@fleetfox.eu.

12. Service Availability and Modifications

12.1 Service Availability

FleetFox strives to maintain Platform availability but does not guarantee uninterrupted or error-free access. The Platform may be temporarily unavailable due to maintenance, updates, or circumstances beyond our control.

12.2 Platform Modifications

FleetFox reserves the right to modify, update, or discontinue any feature or functionality of the Platform at any time. We will provide reasonable notice of material changes that negatively affect core functionality.

12.3 Scheduled Maintenance

Planned maintenance will be communicated in advance when reasonably possible. Emergency maintenance may be performed without prior notice.

13. Term, Termination, and Suspension

13.1 Agreement Term

These Terms commence when you first access the Platform and continue until terminated in accordance with this Section.

13.2 Termination by Client

Clients may terminate their use of the Platform and Services at any time with 30 calendar days’ advance written notice to info@fleetfox.eu. Termination does not relieve Clients of the obligation to pay for Services rendered prior to termination or fees already accrued.

13.3 Termination by FleetFox

FleetFox may terminate or suspend access to the Platform immediately, without prior notice, if:

• Client breaches these Terms or any applicable service agreement
• Payment obligations remain unfulfilled for more than 14 days past due date
• Client engages in fraudulent, illegal, or abusive conduct
• Continued provision of Services poses material risk to FleetFox, other users, or third parties
• Required by law or regulatory authority

13.4 Effect of Termination

Upon termination:

• Client’s right to access and use the Platform immediately ceases
• All outstanding fees become immediately due and payable
• FleetFox may delete Client account data in accordance with our data retention policies
• Sections concerning liability limitations, indemnification, intellectual property, and governing law survive termination

13.5 EU Data Act Rights

In compliance with the EU Data Act (Regulation (EU) 2023/2854), Clients have the right to:

• Terminate the service contract at any time with 30 days’ notice
• Request and receive data portability assistance to facilitate switching to alternative providers
• Receive data in a structured, commonly used, and machine-readable format

Data export and migration assistance requests should be directed to info@fleetfox.eu.

14. Governing Law and Dispute Resolution

14.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the Republic of Estonia, without regard to its conflict of law provisions.

14.2 Jurisdiction

Any disputes arising from or related to these Terms or the Services shall be subject to the exclusive jurisdiction of the courts of Harju County, Tallinn, Estonia, unless mandatory consumer protection laws or EU regulations require otherwise.

14.3 Mandatory Consumer Rights

Nothing in these Terms affects mandatory statutory rights of consumers under applicable EU or national consumer protection law.

14.4 EU Online Dispute Resolution

For EU-based disputes involving consumers, the European Commission provides an Online Dispute Resolution platform accessible at ec.europa.eu/consumers/odr.

14.5 Informal Resolution

Both parties agree to attempt to resolve any disputes informally by contacting info@fleetfox.eu before initiating formal legal proceedings.

15. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including but not limited to:

• Natural disasters, extreme weather events, or acts of God
• War, terrorism, civil unrest, or government actions
• Labor strikes or disputes
• Pandemics or public health emergencies
• Internet or telecommunications failures not caused by the non-performing party
• Power outages or infrastructure failures

The affected party must notify the other party promptly of the force majeure event and make reasonable efforts to mitigate its effects. If a force majeure event continues for more than 30 days, either party may terminate the Agreement without liability.

16. Warranty Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.

FleetFox disclaims all warranties including but not limited to:

• Warranties of merchantability, fitness for a particular purpose, and non-infringement
• Warranties regarding the accuracy, reliability, or completeness of Platform content or Services
• Warranties that the Platform will be uninterrupted, secure, or error-free
• Warranties regarding the quality, timeliness, or outcome of services performed by Service Operators

This disclaimer does not affect mandatory statutory warranties that cannot be excluded under applicable law.

17. Changes to Terms

FleetFox may update or modify these Terms from time to time to reflect changes in our Services, legal requirements, or business practices.

Notice of Changes: Material changes will be communicated via email to the address associated with your account or through prominent notice on the Platform at least 30 days before the changes take effect.

Acceptance: Continued use of the Platform and Services after the effective date of revised Terms constitutes acceptance of the changes. If you do not agree to the revised Terms, you must discontinue use of the Services and may terminate your account in accordance with Section 13.

The “Last updated” date at the top of these Terms indicates when the most recent revisions were made.

18. Miscellaneous Provisions

18.1 Entire Agreement

These Terms, together with any separate service agreements or order forms, constitute the entire agreement between you and FleetFox regarding the Services and supersede all prior agreements, understandings, and communications.

18.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

18.3 Waiver

No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision. FleetFox’s failure to enforce any right or provision shall not constitute a waiver of that right or provision.

18.4 Assignment

Clients may not assign or transfer these Terms or any rights hereunder without FleetFox’s prior written consent. FleetFox may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets, with notice to Clients.

18.5 Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights except as expressly stated herein.

18.6 Language

These Terms are drafted in English. Any translations provided are for convenience only. In case of conflict between the English version and any translation, the English version shall prevail.

18.7 Headings

Section headings are for convenience only and do not affect the interpretation of these Terms.

19. Contact Information

For questions, concerns, or notices regarding these Terms or the Services, please contact us: