Terms and Conditions
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 235 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.
Art. 2. Definitions
The terms used in these Terms and Conditions are defined as follows:
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.
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.
Art. 3. Contract Objective
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.
Art. 4 URBANTZ Obligations
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.
4.2 Access to the Solution
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.
4.3 Benefits of Basic Services
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.
4.3.3 Support and maintenance
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. During the Contract term, the Customer will receive free new releases of the Solution from URBANTZ.
4.4 Optional services
If applicable, URBANTZ also undertakes to provide optional services included in the Commercial Proposal.
4.5 Excluded Services
Any provision of customised or specific development on behalf of the Customer is excluded from this Contract.
Art. 5. Customer Obligations
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 support@URBANTZ.com 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.
Art. 6. Intellectual rights.
6.1 The Intellectual Property Rights of the Solution and copyrights are either the property of URBANTZ or duly authorised, by third parties in their use. All rights are reserved.
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.
6.2 The Customer is and remains the owner of the data it enters in the Solution.
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.
6.3 Infringements of Intellectual Property Rights
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.
Art. 7 Duration and Termination of Contract
This Contract is effective from the date of signing the Commercial Proposal for an indefinite period. If URBANTZ changes its prices, the Customer will be notified of this change two months before the entry into force of the new prices.
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.
7.3 Resolutions and suspension
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;
- If the purchaser shows outright intention to file for bankruptcy, to request such suspension of payment or such arrangement or institute such proceedings along with any signs of financial degradation of the buyer which would not be remedied within one month of sending a registered letter by URBANTZ identifying the relevant elements. 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.
Art. 8. Price and payment
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.
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
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.
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 working days before the end of the current contractual month.
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. 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.
Art. 9. Acceptance and Warranty
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.
Art. 10. Responsibility
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.
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.
Art. 11. Processing of personal data
The Parties undertake to respect the applicable rules for processing personal data and in particular to respect the provisions of the Act of 8 December 1992 on the protection of privacy in relation to the processing of personal data.
For personal data processed in the Solution, the Parties recognise that the Customer will be considered as data controller and URBANTZ will act as its processor. As a processor, URBANTZ undertakes to only process personal data on instructions from the controller, except under an obligation imposed by or under any law, decree or order. The Customer expressly undertakes to comply with all legal obligations related to the geolocation of drivers and to perform all the necessary steps in this regard (in particular regarding the provision of individual and collective information to employees or agents, the consents to obtain from employees or agents, the notification to the Privacy Commission etc.).
URBANTZ agrees to take appropriate technical and organisational measures to protect personal data against accidental or unauthorised destruction, accidental loss or modification, access and any other unauthorised processing of data of a personal nature.
Art. 12 Audit
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 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.
Art. 13 Confidentiality
Each Party undertakes during the Contract term and for five 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.
Art. 14 Severability
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.
Art. 15. Events beyond our control - Force majeure
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.
Art. 16. Entire Agreement
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.
Art. 17. Applicable Law
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.