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”.
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
In the cases referred to above in article 5.2., the Supplier shall not be required be provided the Support Services. However, in case it does so, the Supplier shall be entitled to charge for this as additional services.
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:
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.
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.