Urbantz Platform Terms and Conditions for 3rd Party, Non Customers, Carriers

1. Subject of the terms

The privately held company URBANTZ SA, with office at Avenue Louise 251, 1050 Elsene (Belgium), registered in the Crossroads Databank for Enterprises under the number 0635.807.680, and registered with the VAT-administration under VAT number BE 0635.807.680 (the “Supplier”), has developed web and mobile based applications (the “Urbantz Platform”) which render the management of delivery operations more efficient.

These Terms shall specifically apply to the carriers that work for the customers of the Supplier with whom the Supplier concluded an agreement (the “Customer”). Any Carrier wishing to use the Urbantz Platform on behalf of the Customer (the “Carrier”), must agree to these Terms. The Carrier and Supplier shall together be referred to as the “Parties” and separately as a “Party”.

2. Applicability of the Terms

Unless explicitly agreed otherwise in writing, the entire (contractual) relationship between the Parties shall be governed by the present Terms. The Terms shall always take precedence over any terms and conditions of the Carrier, which shall not be enforceable against the Supplier. The Terms shall be considered by the Parties to be balanced and therefore always be interpreted in a manner that takes account of the specific circumstances of the relationship.2

3. Right to access and use

3.1. In consideration of payment of a fee by either the Customer or Carrier, the Supplier grants the Carrier a limited, non-exclusive, non-assignable right to access to and use of the Urbantz Platform. The right of the Carrier is subject to the following restrictions and obligations laid down in these Terms.
3.2. The Carrier shall comply with any document (including manuals, instructions, user guides and policies), concerning the Urbantz Platform which is provided or made available by the Supplier from time to time (the “Documentation”) and any instructions of the Supplier regarding the Carrier’s access and use of the Urbantz Platform.
3.3. The Carrier will exercise fair, honest and reasonable market practices in using the Urbantz Platform.
3.4. The Carrier shall not:
- a. access or use the Urbantz Platform for any other purpose than the management of deliveries or pickups (the “Tasks”) or any other purpose outside the cooperation with the Customer;
- b. access or use the Urbantz Platform for any activity which:
  - i. breaches or infringes any law or any third party rights; or
  - ii. would place the Supplier in breach of any laws or third party rights;
- c. lease, rent or resell the rights to access or use the Urbantz Platform or allow anyone to access, use or benefit from the Urbantz Platform;
- d. reproduce, copy, disassemble, decompile, reverse translate or in any other manner decode the Urbantz Platform, except as permitted by law, seek to circumvent any security measures or blocking functionalities applicable to or within the Urbantz Platform or introduce or transmit any harmful code or viruses to or via the Urbantz Platform; or
- e. upload, post, otherwise transmit or provide access to content through the Urbantz Platform which is unlawful, harmful, damaging, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, invasive of another’s privacy, infringes any third party’s rights, breaches any obligations of confidence, which is hateful, or racially, ethnically or otherwise objectionable.
3.5. Without prejudice to any other right or remedy that it may have, the Supplier may, without liability, suspend the right of the Carrier to access and use the Urbantz Platform in the event that the Carrier has breached any of these restrictions as referred to in article 3.3.
3.6. The Carrier shall:
- a. notify the Supplier as soon as it becomes aware of any unauthorised access or use of the Urbantz Platform by any person or any security risk in relation to the Urbantz Platform (including any loss, theft or unauthorised access or use to the Urbantz Platform, or any usernames or passwords being compromised); and
- b. permit the Supplier to inspect and have access to any hardware, software or infrastructure, including personal computers, mobile devices, servers, operating systems, environments, networks, services, domain names and communications services which are required to access and use the Urbantz Platform, Support Services and any additional services, and the Carrier’s other technology systems (the “Carrier Systems”), and have access to any records, for the purposes of ensuring that the Carrier is complying with the Terms. The Supplier shall provide reasonable advance notice to the Carrier of such inspections, which shall take place at reasonable times. The Supplier shall also be entitled to undertake audits of the Carrier’s compliance with the Terms at any time by reviewing its own systems and records, including the Carrier’s use of the Urbantz Platform, without having to give notice to the Carrier.

4. Performance of the Urbantz Platform

4.1. The Carrier agrees that the Supplier may change or update the Urbantz Platform, and the way in which the Urbantz Platform operates, at any time and without changing the main purpose of the Urbantz Platform.
4.2. The Supplier shall use reasonable endeavors to provide the Urbantz Platform without any material defect or material failure to operate (“Defect(s)”). In the event that the Urbantz Platform nevertheless has a Defect the Carrier’s exclusive remedy and the Supplier’s entire obligation and liability shall be for the Carrier to request, and for the Supplier to provide, the Support Services, as defined in clause 5.
4.3. The Parties agree that:
- a. the Supplier does not warrant that use of the Urbantz Platform will be available at all times, uninterrupted, error-free, secure from any interference or free from vulnerabilities;
- b. the Supplier provides any third party technologies on an “as is” basis;
- c. the Supplier is not responsible or liable for any delays, failures, or any other loss or damage resulting from the transfer of data over communications networks, including the internet and mobile networks, and the Carrier acknowledges that the Urbantz Platform may be subject to limitations, delays and other problems inherent in the use of such facilities; and
- d. the Carrier accepts responsibility for the selection of the Urbantz Platform to achieve its intended results and acknowledges that the Urbantz Platform has not been developed to meet the individual requirements of the Carrier.
4.4. In the event, the Urbantz Platform includes interfaces via APIs to the platform, system, software or services of the Carrier or a third-party who is involved in the chain of any deliveries, including the platforms, systems, software or services of carrier, shipping, sender, logistics, fleet, courier and last mile providers (“Carrier Platforms”), the Supplier shall not be responsible or liable for the content, operation or availability of any Carrier Platforms, and Carrier Platforms are not part of the Urbantz Platform.

5. Provision of support services

5.1. Any time support services might be required by the Carrier from the Supplier (the “Support Services”), the Supplier shall have the right to decide at its own discretion, whether the Carrier:

- a. should raise this defect or issue with the Customer with whom he has a contractual relationship; or
- b. will be granted access to the Supplier’s Support Services. In that case the Carrier shall follow the Supplier’s guidelines.

5.2. The Supplier shall not be responsible in case a Defect or failure in the Urbantz Platform is caused by:
- a. improper or unauthorised use or alteration of the Urbantz Platform by the Carrier, including any use in a manner not permitted by the Documentation or otherwise in breach of the Terms;
- b. any alteration, development or configuration of the Urbantz Platform not undertaken by the Supplier;
- c. a Carrier System failure, fault or incompatibility or any updates to the Carrier System, including any failure to maintain the Carrier System to the minimum specification required to access and use the Urbantz Platform;
- d. a Carrier Platform failure, fault or incompatibility, including in respect of any interfaces with Carrier Platforms;
- e. a failure by the Carrier to comply with or fulfil any of the Carrier’s responsibilities under the Terms;
- f. anything which is outside of the Supplier’s reasonable control;

5.3. The Supplier shall:
- a. provide the Support Services and any additional services with reasonable care and skill, and in the event that the Supplier fails to do so, the Supplier shall be given reasonable opportunity to re-perform the Support Services or additional services prior to the Carrier being entitled to exercise any other right or remedy; and
- b. does not guarantee it will meet any milestones or deadlines and any service levels are estimates only. The Parties agree time shall not be of the essence in respect of the Supplier’s performance of the Support Services or any additional services.

6. Carrier’s obligations

6.1. The Carrier shall:
- a. co-operate with the Supplier in all matters relating to the Urbantz Platform, Support Services and any additional services;
- b. not grant access to the Urbantz Platform and/or share the UI with any unauthorized third party; or
- c. provide, in a timely manner, any information, data or other material which is required by the Supplier from the Carrier to provide the Urbantz Platform, Support Services and any additional service (the “Carrier Data”), and ensure that it is complete and accurate in all material respects;
- d. maintain the Carrier Systems to the minimum specification required to access and use the Urbantz Platform, Support Services and any additional services, as notified by the Supplier from time to time; and
- e. obtain and maintain all necessary licences and consents and comply with all laws in relation to the access and use of the Urbantz Platform, Support Services and any additional services by the Carrier.
6.2. If the Supplier’s performance of its obligations under the Terms is impacted, prevented or delayed by any act or omission of the Carrier, its agents, sub-contractors, consultants or employees, the Supplier shall not be responsible or liable for any costs, charges, liabilities or losses sustained or incurred by the Carrier that arise directly or indirectly from such impact, prevention or delay nor shall the Supplier be in breach of its obligations under the Terms.

7. Invoicing and payments

7.1. The fees for the Urbantz Platform are as stipulated in the agreement with the Customer and shall be invoiced by the Supplier . In case the Carrier is directly invoiced by the Supplier, the Carrier shall be responsible for correct payment according the terms of the invoice. The invoices of the Supplier shall be deemed to be accepted if they are not disputed in writing within eight (8) calendar days after receipt. Unless stated otherwise on the invoices, the invoices shall be payable, in full and in cleared funds, within ten (10) days of receipt to a bank account nominated in writing by the Supplier.

8. Confidentiality

All documents, information, models and/or designs of confidential nature related to the Urbantz Platform, in any form provided by the Supplier and/or Customer to the Carrier, and/or that are mentioned in any document issued by the Supplier, must be treated confidentially. The Supplier shall remain at any moment the sole owner of its confidential information. These documents must be returned upon the first request by the Supplier. These documents, information, models and designs shall remain the property of the Supplier and must not be disclosed to third parties, nor copied, nor may they be (in)directly used in whole or in part for purposes other than those for which they are intended, except with the express written consent of the Supplier.

The Carrier shall:

Not use, reproduce, share or allocate the confidential information in any manner or for any other purpose than the fair and lawful use of the Urbantz Platform;
Not engage in, nor authorise others to engage in, the reverse engineering, disassembly or the decompilation of any of the Urbantz Platform and/or confidential information; and,
Not derive any commercial benefit from the confidential information.

The obligation of confidentiality shall continue, even after the termination of the cooperation between the Supplier and the Carrier, at least until the documents, information, models and/or designs concerned are in the public domain without any fault or negligence on the part of the Carrier.

The Parties acknowledge that the unauthorized disclosure of confidential information belonging to the Supplier might result in irreparable harm for which there is no adequate remedy at law. Therefore, without prejudice to any other rights or remedies, in the event of any unauthorized disclosure by the Carrier, the Supplier shall be entitled to seek an injunction or other equitable relief.

9. Data protection

9.1. In this clause, “controller”, “data subject”, “personal data”, “process”, and “processor” shall have the meaning given to them by “Data Protection Law”, namely: (i) Regulation (EU) 2016/679 of April 27, 2016 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; and (ii) other applicable legislation on data protection.
9.2. The use of the Urbantz Platform by the Carrier implies the processing of personal data. As the Supplier only puts the Urbantz Platform at the disposal of the Carrier in order for the latter to facilitate its business activities, the Supplier is to be considered as a processor. The Carrier acknowledges explicitly that by using the Urbantz Platform to have read and accepted the Privacy Policy of the Supplier as published on https://urbantz.com/privacy-policy/.
9.3. The Supplier, as a processor, will only process personal data that the Carrier has submitted in the Urbantz Platform and will only process such personal data in accordance with the documented instructions of the Carrier and within the scope of the latter’s business activities. In no event shall the Supplier process the personal data for its own purposes or those of any third party, except that the Supplier shall be entitled to create and use the non-personal, operational and statistical information generated from the Carrier’s use and consumption of the Urbantz Platform.
9.4. Each Party declares that it will comply with its own obligations under the Data Protection Law.

10. Rights Ownership

As between the Carrier and the Supplier, all patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world (“Intellectual Property Rights”) and all other rights in the Urbantz Platform, Support Services, any additional services, Documentation, Aggregated Statistics and any information and materials provided by the Supplier to the Carrier, including computer programs, data, reports and specifications, shall be owned by the Supplier. The Carrier Data shall be owned by the Carrier.

11. Liability

11.1. The Carrier shall at its own expense indemnify the Supplier against all costs, charges, liabilities and losses incurred or suffered by the Supplier as a result of or in connection with:
- a. any breach of the Terms by the Carrier; or
- b. any claim or action brought against the Supplier alleging that the use of the Carrier’s data in accordance with these Terms infringes the Intellectual Property Rights or the rights arising from Data Protection Law of a third party;
- c. Any damage incurred by the Supplier directly or indirectly caused by an act or omission of the Carrier or its appointees and/or subcontractors.
11.2. Except in the case of wilful intent or gross negligence, the Supplier shall not be responsible or liable to the Carrier, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Terms, including in relation to the performance of the Urbantz Platform and the provision of the Support Services and any additional services, for:
- a. indirect or consequential losses (including but not limited to loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of or damage to goodwill, loss of use or corruption of software, data or information, third party claims, failed or incomplete deliveries or loss of or damage to any goods);
- b. defects that are directly or indirectly caused by an act on the part of the Carrier, the Customer or a third party, regardless of whether these are caused by an error or negligence;
- c. losses resulting from the incorrect or inappropriate use of the Urbantz Platform;
- d. losses resulting from the failure of the Carrier and/or a third party to comply with statutory and/or other obligations;
- e. any losses that fall under the sole responsibility of the Supplier’s appointees and/or subcontractors.
11.3. The total liability of the Supplier, its appointee and/or subcontractors towards the Carrier, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, is limited to the liability mandated by law and in any case limited to the fees paid by the Carrier to the Supplier in the six (6)-month period immediately preceding the earliest event giving rise to the liability or, if six (6) months have not elapsed, six (6) times the average monthly prices paid for the use of the Urbantz Platform from the day on which these Terms were accepted until the date of the earliest event giving rise to the liability. The existence of more than one claim will not expand such limit. The Parties acknowledge that the agreed fees are based on these limitations.
11.4. All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by law, excluded from the Terms.
11.5. The Supplier is not liable for any shortcoming in the fulfilment of its obligations under the Terms as a result of force majeure or hardship.

12. Force Majeure and Hardship

12.1. Force majeure shall include all circumstances that are unforeseeable or unavoidable and that (temporarily) make it impossible for the Supplier to perform its obligations under the Terms, such as, but not limited to, war, natural circumstances and/or disasters, epidemics, pandemics, weather damage, fire, seizure, illness, strike, shortage of staff, exhaustion of stock, machine breakdown, lock-out, electrical, computer, internet or telecommunication failures, hacking, decisions or interventions by the authorities (including the denial or cancellation of a permit or licence), fuel shortages, delays at and/or insolvency of contractors or other third parties upon whose services/goods the Supplier relies.
12.2. Hardship shall include all circumstances that arise, that are out of control of the Supplier and that would make the performance of the Supplier’s obligations under the Terms more burdensome, either financially or otherwise, than could reasonably be foreseen at the moment on which these Terms were accepted.
12.3. In the event of force majeure or hardship, the Supplier may, at its discretion and as it sees fit, without prior notice of default or judicial intervention being required, and without any right of recourse against the Supplier, temporarily suspend the performance of its obligations.

13. Governing Law and Jurisdiction

13.1. These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
13.2. Any dispute or claim arising out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims), shall be referred to and finally resolved by arbitration under the LCIA Rules (the “Rules”), which Rules are deemed to be incorporated by reference. The Parties agree that:
- a. three (3) or more arbitrators shall be appointed in accordance with the Rules;
- b. the seat, or legal place, of arbitration shall be London, England; and
- c. the language to be used in the arbitral proceedings shall be English.
13.3 Notwithstanding clause 13.2, the Supplier shall be entitled to seek injunctive or other equitable relief against the Carrier to protect its intellectual property rights, and to bring proceedings or take action to enforce any debt owed by the Carrier, in any court of competent jurisdiction.

14. General provisions

14.1. No failure or delay by the Supplier to exercise any right or remedy provided under the Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
14.2. If any provision or part-provision of the Terms is or becomes invalid, illegal or unenforceable, it shall be replaced by and/or modified to a provision that, insofar as legally possible, comes closest to the intention of Parties in the affected part or clause. . If such replacement or modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any such modification to or deletion of a provision or part-provision shall not affect the validity and enforceability of the rest of the Terms.
14.3. The Supplier reserves the right to amend these Terms any time. New or amended Terms shall apply from the 10th day after they were made known to the Carrier (e.g. through a notification via email, on the website and/or on the Urbantz Platform).