These Terms and Conditions of Sale (the “Terms and Conditions”), which are an integral part of the Commercial Proposal and Special Conditions apply between the Customer as identified on the commercial proposal (the “Customer”, “you” or “your”), and URBANTZ SA, with registered office at 1050 Brussels, Avenue Louise 120 and registered with the Crossroads Bank for Enterprises (RPM Brussels) under number 0635.807.680, and VAT BE0635807680 (“URBANTZ”, “we” or “our”) (These Terms and Conditions, the Commercial Proposal and Special Conditions are collectively known as the “Contract”).
The Contract shall apply to the exclusion of any other terms and conditions (unless an exemption is expressly granted and approved by the Parties).
The Contract will be considered complete and binding for the Customer from the time the Commercial Proposal from URBANTZ is received and accepted in writing by the Customer irrevocably and unconditionally (i.e. without any reservation or condition).
The Contract will be concluded when the Customer signs the Commercial Proposal. In the event of any inconsistency between these Conditions and the Special Conditions, the latter shall prevail.
URBANTZ is a solution for creating, preparing and managing tours. URBANTZ offers access to a web application to create, manage and follow its tours in real time. In addition tour operators (delivery or service providers) can access their tours via a mobile application available on the Play Store or the Apple Store. URBANTZ also provides an API to connect the customer or its advertisers to the solution and inject the tasks to be done automatically.
The terms used in these Terms and Conditions are defined as follows:
App: Both the mobile drivers’ and the mobile dispatchers’ applications provided by URBANTZ, which must be installed on the Customer’s hub manager and drivers’ smartphones.
Commercial Proposal: Refers to the technical and commercial proposal made according to the needs of the Customer. The proposal is attached to and forms an integral part of these general conditions, and forms with it an indivisible and integrated whole in the minds of the parties.
Confidential Information: Without limitation, confidential information includes the following informations: all information, knowledge or know-how, inventions, concepts, ideas, techniques, documents, technical marketing of the other Party and its modalities of operation, to which each Party could have had access in the framework of the contractual negotiations and the execution of the Contract.
Contract: Composed by these Terms and the Commercial Proposal.
Customer: Refers to both the buyer and the beneficiaries of the Urbantz solution.
Data: Refers to all information created, acquired, aggregated or archived by or for the Customer, including Personal Data, in connection with the use of the Solution and the Services by the Customer or for the provision of the Services by Urbantz, as well as the results produced by the Solution and / or the Services, stored on the URBANTZ servers and accessible by the customer.
Incident: Refers to any unplanned production event that prevents the use or normal operation of the Solution under the Agreement or that may cause a deterioration of the Services and / or an unplanned interruption of the Solution.
Intellectual property law: Without being limited thereto, this means all patents, trademarks, design rights, inventions, copyrights, industrial property rights, and know-how.
Services: Refers to the services provided by Urbantz under this Agreement as described in Article 4 of these General Terms and Conditions.
Solution: Both the Platform and App.
Platform: The SaaS platform offered and operated by URBANTZ, allowing you to create your planned tasks tours. The tasks may be varied in nature, for example the delivery or collection of parcels. URBANTZ also allows tasks and parcels to be dispatched in the context of delivery operations, and real-time monitoring of drivers, as described in more detail in the Commercial Proposal.
The aim of this contract is to define the contractual framework for the Customer to use the Solution and associated Services, as outlined in the Commercial Proposal. The Customer confirms having verified the ability of the Solution, and associated Services, for its needs and receiving the information and advice needed from URBANTZ to enter into this Agreement knowingly. Any information regarding the specifications of the Solution communicated to the Customer prior to the Contract conclusion date will not be binding for URBANTZ. URBANTZ will only be liable to the Customer for the specifications that have been incorporated into the Contract.
URBANTZ undertakes to provide the care and diligence necessary to provide a quality Solution that complies with the practices of the profession and state of the art, and in accordance with the specifications described in the Commercial Proposal. The Solution is available 24/7, subject to any breakdowns and interventions necessary for its operation and maintenance.
Given the SaaS nature of the Solution, the Customer acknowledges and agrees that the operation of the Solution depends on the correct and effective functioning of the Internet and its own access network and that URBANTZ does not guarantee and will in no way be responsible for this. To use the Solution, the App must be installed on one or more smartphones. URBANTZ does not undertake to provide these smartphones. The Customer shall be solely responsible for buying smartphones meeting the minimum technical requirements (devices running a recent and updated version of Android or iOS, having a good GPS, long battery life, good photo resolution, good screen resolution and a protective cover are recommended). On the Customer’s request, URBANTZ will provide a list of suitable models.
URBANTZ agrees to provide the Customer with access to the Platform and App in accordance with the Commercial Proposal. After the conclusion of the Contract, URBANTZ will allow the Customer to create an account on the Platform and install the App. The account is strictly personal. The Customer is personally responsible for maintaining the confidentiality of the password. This information may not be disclosed to third parties or be passed on in any other way.
URBANTZ agrees to provide the following basic services that are included in the price:
URBANTZ is committed to host the Solution. URBANTZ outsources this hosting to a professional hosting provider with:
A list of servers by region can be found here: https://aws.amazon.com/fr/about-aws/global-infrastructure/ .
URBANTZ reserves the right to change the hosting provider at any time for one offering similar performance and guarantees. URBANTZ shall notify the Customer of such a change.
URBANTZ is committed to provide a self-training package containing files and videos, allowing the Customer’s users to understand the operation of the Solution and be able to use it.
URBANTZ agrees to maintain the Solution in good working order and to correct major or blocking Incidents in the shortest time on the basis of a best efforts obligation. URBANTZ undertakes to provide the Customer with a standard maintenance and technical assistance service from Monday to Friday from 9:00 am to 6:00 pm (GMT + 1 local time), excluding public holidays. The Customer may, in case of incident, contact the URBANTZ support teams by sending an email to [email protected]. In the case of corrective maintenance, if an Incident affecting the normal use of the solution is signalled by the Customer to the URBANTZ team, the Customer will indicate the level of severity of the reported Incident and give as many details as possible to explain the incident. The Customer will attempt to indicate its prioritization assessment in accordance with the definitions provided in the table below, evaluating the impact on the application, users, as appropriate.
|Indicent type||Impact for the Customer||Intervention time 9:00 am - 6:00 pm / M - F (holidays excluded)||Resolution time 9:00 am - 6:00 pm / M - F,(holidays excluded)|
|Blocking||Incident making the service inoperative, the,application is not usable and there is no workaround.||1 working hour||Correction as soon as possible. The blocking points will be worked continuously until the problem is solved and will take priority over any other operation.|
|Major||The application is still functional, but at,least one primary function has been affected and a workaround, if available,,takes a long time.||4 working hours||Correction as soon as possible, and proposal of an alternative,solution. The different points must be treated in order of priority, as agreed by the Customer and URBANTZ.|
|Minor||An incident that has the effect of altering,the normal operation of the service, but not preventing its use or having an,acceptable workaround.||8 working hours||Correction included in the next release.|
If the URBANTZ Technical Assistance Team cannot provide an immediate resolution, a follow-up plan will be agreed upon between the Customer and URBANTZ.
If applicable, URBANTZ also undertakes to provide optional services included in the Commercial Proposal.
Any provision of customised or specific development on behalf of the Customer is excluded from this Contract.
The Customer agrees not to perform actions that could damage or harm the Solution (use of robots for example) or take actions that could compromise the integrity, safety or overload the Solution.
The Customer is personally responsible for maintaining the confidentiality of the password. You are required to notify URBANTZ by email at [email protected] if your password has been lost or compromised. You are responsible for all activities and uses of the Solution carried out with your user account.
URBANTZ grants the Customer, for the duration of the present contract, a worldwide, personal, non-exclusive use of the Solution available to it for its own internal needs. The Customer agrees not to: (i) translate, adapt, arrange or modify the Solution, export or merge it with other computer programs; (ii) decompile, alter, adapt, translate and generally change all or part of the Solution; (iii) make a copy of all or part of the Solution; or (iv) override the rights of use granted.
The Customer grants URBANTZ and its service providers, for the duration of the present contract, a worldwide usage right for data the Customer enters in the Solution to allow URBANTZ to provide the Solution and its associated Services. This right includes in particular the right to compile aggregated statistics based on Customer data and other customers of URBANTZ for internal use or for communication purposes by URBANTZ.
Without prejudice to the liability limit under Article 10, URBANTZ will compensate and not hold the Customer responsible for any damages and expenses (including reasonable legal fees or costs relating to proceedings) that the Customer must bear for a judgement, final award or court settlement resulting from a claim by a third party due to a breach of its intellectual property rights resulting from the Customer’s use of the Solution. URBANTZ is not obliged to compensate the Customer when the request or the infringement results from (i) unauthorised modifications by the Customer to the Solution; (ii) a non-authorised use by the Customer of the Solution; (iii) the Customer’s refusal to use or implement improvements or modifications to the Solution provided by URBANTZ. The Customer will immediately warn URBANTZ of any action or demands made which may result in the application of this article. At its own expense and discretion, URBANTZ can (i) obtain the right on behalf of the Customer to continue using the Solution; (ii) replace the offending items with items containing similar features; (iii) modify the offending elements qualitatively so that they are no longer an infringement while maintaining similar functionality.
This Contract is effective from the date of signing the Commercial Proposal for an indefinite period.
The Customer may terminate this Contract at the end of each contractual month with a notice of ten working days without any compensation being due.
URBANTZ has the right to suspend its obligations or to resolve the Contract without notice or prior judicial remedy if the Customer does not comply with its obligations, particularly in the following cases:
If the Customer is paying late or refuses to pay including the payment of interest or other amounts due on for the Solution to the date specified in the Contract;
The bankruptcy, insolvency, total or partial cessation of activity, liquidation or insolvency of the Customer, the seizure of the Customer’s assets;
The resolution or suspension of the Contract due to the failings of the Customer does not prejudice the right of URBANTZ to claim compensation for the damage suffered and any compensation or penalties arising from the Contract and the law.
8.1 Price and payment terms are specified in the Commercial Proposal and apply only to the provision of the Solution and implementation of services described therein, to the exclusion of any other benefit.
Prices in the Commercial Proposal are in Euro and exclude VAT. Any increase in VAT or any new tax imposed after the conclusion of the Contract shall be borne by the Customer.
If the Customer decides to subscribe to the SMS notification service, the SMS will be charged to the customer at cost price. The price of the SMS depends on the SMS service provider and URBANTZ is not responsible for the provider’s price change. Price details can be found here per country: https://www.twilio.com/sms/pricing URBANTZ reserves the right to change its prices. The Customer shall be notified at least two months before the effective date of any intended price change. If the Customer does not agree with the new price, he may terminate the contract by notice sent to URBANTZ no later than ten (10) working days before the end of the current contractual month.
8.2 URBANTZ will send an invoice, five (5) working days before the beginning of the month, for the payment of the pack chosen by the Customer. This invoice must be paid promptly after receipt by the Customer.
The invoice must be paid by bank transfer.
In the first five (5) working days of the following month, URBANTZ will send the details of the volume of the tasks actually used. Regularization may take place at the end of the month.
In case of exceeding the pack, the additional tasks will be billed in the first five (5) days of the following month based on the actual volume at the price per task in the pack chosen.
URBANTZ reserves the right to change its billing terms. The Customer shall be notified at least two (2) months before the effective date of the new billing terms. URBANTZ will send an invoice at the end of each month. The Customer may dispute an invoice for a period of one month from the issue date. If there is no dispute within this period, invoices will be deemed accepted and will become payable. Invoices issued by URBANTZ are due one month after issuance. In the absence of dispute within this period, the invoices will be deemed accepted and become definitively due.
A late payment of any amount owed by the Customer will lead to the automatic application of default interest at the legal rate fixed by the Law of 2 August 2002 with respect to delayed payments in trade transactions, for each day of delay from the due date for payment. Furthermore, URBANTZ will be entitled to collect compensation of 10% of the amount of the invoice in question to cover the expenses necessarily incurred for the judicial recovery of the debt. If payment is not made by the due date indicated, in addition to making the claim for default interest mentioned above, URBANTZ reserves the right to suspend access to the Solution or even terminate the Contract in case of repeated failure by the Customer.
If there is no formal complaint within five working days following the day of the first operational use of the Solution, the Customer shall be deemed to have accepted the Solution. URBANTZ agrees that the Solution provided complies with the guidelines outlined in the Commercial Proposal from its first use by the Customer.
For each fault, URBANTZ will be released from its obligations and responsibility under this warranty when: (i) the Solution was used with accessories, equipment or materials not specifically approved by URBANTZ unless the Customer provides reasonable evidence to justify the use of such equipment is not the cause of the alleged fault; or (ii) the Solution was not used in accordance with normal industry practice. This guarantee will be the only one offered by URBANTZ, to the exclusion of all other guarantees whether express, implied, statutory or otherwise.
Except in cases of personal injury, fraud, wilful misconduct or gross negligence of URBANTZ, overall responsibility for URBANTZ to the Customer is in any case limited to the amounts paid or payable in the contractual year the damage occurred. Notwithstanding the foregoing, URBANTZ will never be liable for any indirect damages suffered by the Customer or third parties, including, damages resulting from loss of profit, loss of revenue, loss of customers, damage to reputation or loss of planned economies. This ceiling of liability constitutes a single ceiling covering both the damages suffered by the Client and the beneficiaries, and not a separate ceiling per injured party.
In addition, the Customer acknowledges that URBANTZ has no control over the contents of the parcels the Customer delivers using the Solution offered by URBANTZ. URBANTZ cannot in any circumstances be held responsible for any direct or indirect damages suffered by the Customer or third parties due to the contents of a parcel delivered using the URBANTZ Solution.
In this Clause, the following terms shall have the following meanings: “controller”, “processor”, “data subject”, “personal data” and “processing” (and “process”) shall have the meanings given in Applicable Data Protection Law; and “Applicable Data Protection Law” shall mean Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation), any national implementation act and generally, any regulation relating to data protection.
Customer (the controller) appoints URBANTZ as a processor to process the personal data that is the subject of these Terms and Conditions (the “Data”). Each party shall comply with the obligations that apply to it under Applicable Data Protection Law.
Customer shall not disclose (and shall not permit any data subject to disclose) any special categories of Data to URBANTZ or any category of personal data that is not strictly necessary in the context of the use of the URBANTZ solution.
URBANTZ shall process the Data as a processor as necessary to perform its obligations under these Terms and Conditions and strictly in accordance with the documented instructions of Customer (the “Permitted Purpose”), except where otherwise required by any EU (or any EU Member State) law applicable to Customer. In no event shall URBANTZ process the Data for its own purposes or those of any third party, except URBANTZ shall be authorised to create aggregated statistics on the use of its URBANTZ solution for internal use (e.g improving its services) or for communication purposes. These anonymous statistics shall not contain any personal data or company Data.
URBANTZ shall not transfer the Data (nor permit the Data to be transferred) outside of the European Economic Area (“EEA”) unless (i) it has obtained Customer’s prior written consent; or (ii) it takes such measures as are necessary to ensure the transfer is in compliance with Applicable Data Protection Law. Such measures may include (without limitation) transferring the Data to a recipient in a country that the European Commission has decided provides adequate protection for personal data, to a recipient that has achieved binding corporate rules authorisation in accordance with Applicable Data Protection Law, or to a recipient that has executed standard contractual clauses adopted or approved by the European Commission.
URBANTZ shall ensure that any person that it authorises to process the Data (including URBANTZ’s staff, agents and subcontractors) (an “Authorised Person”) shall be subject to a strict duty of confidentiality (whether a contractual duty or a statutory duty), and shall not permit any person to process the Data who is not under such a duty of confidentiality. URBANTZ shall ensure that all Authorised Persons process the Data only as necessary for the Permitted Purpose.
URBANTZ shall implement appropriate technical and organisational measures to protect the Data (i) from accidental or unlawful destruction, and (ii) loss, alteration, unauthorised disclosure of, or access to the Data (a “Security Incident”). Such measures shall have regard to the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons.
Customer consents to URBANTZ engaging third party subprocessors to process the Data for the Permitted Purpose provided that: (i) URBANTZ provides at least 30 days’ prior notice (the “Notice Period”) of the addition or removal of any subprocessor (including details of the processing it performs or will perform), which may be given by posting details of such addition or removal in a word file; (ii) URBANTZ imposes data protection terms on any subprocessor it appoints that require it to protect the Data to the standard required by Applicable Data Protection Law; and (iii) URBANTZ remains liable for any breach of this Clause that is caused by an act, error or omission of its subprocessor. During the Notice Period, Customer may object against URBANTZ’ appointment or replacement of a subprocessor, provided such objection is based only on serious and legitimate grounds relating directly to data protection law. In such event, URBANTZ will either not appoint or replace the subprocessor or, if this is not possible, Customer may suspend or terminate these Terms and Conditions (without prejudice to any fees incurred by Customer prior to suspension or termination).
URBANTZ shall provide all reasonable and timely assistance to Customer to enable Customer to respond to: (i) any request from a data subject to exercise any of its rights under Applicable Data Protection Law (including its rights of access, correction, objection, erasure and data portability, as applicable); and (ii) any other correspondence, enquiry or complaint received from a data subject, regulator or other third party in connection with the processing of the Data. In the event that any such request, correspondence, enquiry or complaint is made directly to URBANTZ, URBANTZ shall promptly inform Customer providing full details of the same.
If URBANTZ believes or becomes aware that its processing of the Data is likely to result in a high risk to the data protection rights and freedoms of data subjects, it shall promptly inform Customer and provide Customer with all such reasonable and timely assistance as Customer may require in order to conduct a data protection impact assessment and, if necessary, consult with its relevant data protection authority.
Upon becoming aware of a Security Incident, URBANTZ shall inform Customer without undue delay and shall provide all such timely information and cooperation as Customer may require in order for Customer to fulfil its data breach reporting obligations under (and in accordance with the timescales required by) Applicable Data Protection Law. URBANTZ shall further take all such measures and actions as are necessary to remedy or mitigate the effects of the Security Incident and shall keep Customer of all developments in connection with the Security Incident.
Upon termination or expiry of these Terms and Conditions, URBANTZ shall (at Customer’s election) destroy or return to Customer all Data (including all copies of the Data) in its possession or control (including any Data subcontracted to a third party for processing). This requirement shall not apply to the extent that URBANTZ is required by any EU (or any EU Member State) law to retain some or all of the Data, in which event URBANTZ shall isolate and protect the Data from any further processing except to the extent required by such law. 11.13 Audit: URBANTZ shall permit Customer (or its appointed third party auditors) to audit URBANTZ’s compliance with this Clause, and shall make available to Customer all information, systems and staff necessary for Customer (or its third party auditors) to conduct such audit. URBANTZ acknowledges that Customer (or its third party auditors) may enter its premises for the purposes of conducting this audit, provided that Customer (1) respects a notice period of at least fifteen (15) working days to inform URBANTZ of its intention to carry out this audit together with the following information: the date of the audit, the name and the references of the persons in charge of this audit, (2) conducts its audit during normal business hours, and (3) takes all reasonable measures to prevent unnecessary disruption to URBANTZ’s operations. The Client acknowledges that URBANTZ will provide assistance (staff, machine time, etc) required for the performance of such audit free of charge provided that the audit does not require the intervention of URBANTZ resources more than two (2) working days of cumulative work. If such audit would require the intervention of URBANTZ resources more than two (2) working days of cumulative work, URBANTZ will be entitled to charge a fee at URBANTZ’s then applicable rates. Customer will not exercise its audit rights more than once in any twelve (12) calendar month period, except (i) if and when required by instruction of a competent data protection authority; or (ii) Customer believes a further audit is necessary due to a Security Incident suffered by URBANTZ.
If URBANTZ has strong indications that the Customer is not meeting its obligations under this Contract, the Customer shall provide, at first request, within a reasonable time and without charge, any documents and information to suggest that it has fully complied with its obligations. If URBANTZ considers that the information provided does not establish compliance by the Customer with its obligations, or if the Customer does not provide it within a reasonable time, URBANTZ has the right to audit (or to commission a third party bound by a duty of confidentiality to do it) all relevant documents belonging to the Customer. Unless it is an exceptional and urgent situation, the audit will take place only during normal working hours and at least five (5) days working days after sending a notification. The Customer will make every effort to ensure the audit can proceed as efficiently as possible and is committed to work with URBANTZ or the third party commissioned by URBANTZ. If the audit shows that the Customer does not meet all its contractual obligations, the latter undertakes to immediately and at its own expense, takes all necessary measures to remedy this as quickly as possible, without prejudice to the right of URBANTZ to terminate the Contract. In such a case, the Customer will compensate URBANTZ for the audit fees, without prejudice to any additional damages resulting from the established breach.
Each Party undertakes during the Contract term and for five (5) years after its completion, to ensure that Confidential Information from a Party is (i) protected and kept strictly confidential and treated with the same degree of precaution and protection as the one accorded to its own confidential information of equal importance; (ii) is communicated internally only to members of its staff and its subcontractors on a need to know basis and used by them only for the purpose defined by the Contract; and (iii) is not used, wholly or partially, for a purpose other than the one defined by the Contract without the prior written consent of the Party providing the information;
Notwithstanding the foregoing, the Party receiving the Confidential Information shall have no obligation regarding any confidential information which it can demonstrate: (i) entered the public domain prior to the disclosure or thereafter but in this case in the absence of any fault attributable to it; or (ii) was already known to it by being able to demonstrate the existence of relevant documents in its files; or (iii) that was received from a third party lawfully, without restriction or violation of the provisions of this Article; or (iv) was published without violating the provisions of this Article; or (v) that the use or disclosure is authorised in writing by the Party sending it.
If these Conditions, the Special Conditions or part of them should be considered as illegal, invalid or unenforceable in another way, then to the extent that they are illegal, invalid or unenforceable, they shall be treated as separate from these Conditions and / or Special Conditions and will be removed. The Terms and Conditions and Special Conditions will remain unchanged, fully in force, retain their full effect and continue to be binding and enforceable.
URBANTZ will not be responsible for any breaches of Contract caused by circumstances beyond its reasonable control. URBANTZ cannot be held responsible for failure to implement the contract between the Customer and URBANTZ following a case of force majeure. Force majeure refers to all events beyond the control of URBANTZ, that are unforeseeable and unavoidable, of any nature whatsoever, including, in particular, natural disasters, bad weather, fire, strikes, sabotage and acts or regulations issued by the administrative authorities or courts which have the effect of making it impossible or significantly more difficult to implement the Contract. If the force majeure exceeds thirty days, URBANTZ will be able to terminate the Contract upon written notice to the Customer and without having to pay any compensation.
This Contract constitutes the entire agreement between the Parties on the subject of these Terms and Conditions and may only be altered or terminated if URBANTZ expressly consents in writing. The provisions of this Contract supersede and prevail over any prior written or oral agreement, and all other communications, agreements and understandings between the Parties concerning the same objective as the Contract.
The Contract will not be considered as allowing one Party to act on behalf of the other Party or make any commitments on behalf of and on behalf of the other Party.
This Contract is governed by Belgian law, excluding its rules of private international law. Any disputes arising from the Contract, its interpretation or execution shall be settled by the courts of the judicial District of Brussels and in French.