Terms & Conditions
1. General provisions
1.1 Scope of the Services
This Urban Sharing Agreement for Urban Sharing products (the "Agreement") is made and entered into between Urban Sharing AS and the entity agreeing to these terms (the “Customer”), and concerns the ongoing provision of software and services by Urban Sharing (the “Services”), pursuant to any order confirmation referencing these Terms & Conditions (“Order form(s)”).
The Services may also include installation, configuration, customisation and/or integrations if this is specified in the Order form.
The wording in the Agreement shall prevail in case of conflict with the appendices, should a specific appendix not expressly state otherwise.
2. The Parties’ overall responsibilities
2.1 Urban Sharing’s responsibilities
Urban Sharing is responsible for ensuring that the services delivered are in accordance with the Agreement, however limited to Urban Fleet, Urban Crew, and Urban Strategy Services. Any other product, service and/or delivery from Urban Sharing will require a separate order form between the Parties.
2.2 Urban Sharing’s responsibility for third-party deliverables
Urban Sharing uses third-party tools as part of its platform product, Urban Fleet. Some of these are engaged as subprocessors and may process personal data.
Urban Sharing recommends the use of certain third-party tools for the full intended performance of Urban Fleet. The third-parties that are integrated by the date of signature, and recommended to use by Urban Sharing, are the following:
1. Stripe, for payment services (PSP)
2. Intercom, for customer relation management (CRM) between Customer and end-users
3. COM4, for SIM card communication between vehicles and/or smart stations and Urban Fleet
4. Lokalise, for front-end translations
5. Sanity, for the end-user web edition
6. Google, as Identity Provider (IdP)
Urban Sharing does not include the third-party services listed as 1, 2, and 3 above in the Urban Fleet product and the Customer shall acquire these licenses and services directly from the third-party. The third-party services listed as 4, 5, and 6 above in Urban Fleet are hosted by Urban Sharing and included in the Urban Fleet license (hence the Customer has no need to acquire them directly). The Customer is encouraged to use the aforementioned third-party services listed as 1, 2 and 3, however, for avoidance of doubt, Urban Sharing is not liable for any third-party services, including, but not limited to, any third-party services chosen by the Customer, any third-party services chosen by the Customer as equivalent services to the ones mentioned above, nor their impact on the performance of Urban Fleet or other direct and/or indirect for the Customer and/or the Customer´s users.
The integration of different third-party services to the ones mentioned above, from 1 – 6, within Urban Fleet will be considered a service provided to the Customer by Urban Sharing under Urban Strategy Services, and will as such be scoped and outlined in an additional, new and separate Order Form. To the extent that third-party deliverables are included under Urban Sharing Services, a copy of the terms for the Customer's access to and use of third-party deliverables will be provided to the Customer on a confidential basis, as far as the specific third-party agrees to this copy being shared with the Customer. The terms are binding on the Customer.
The Customer is not entitled to invoke any non-fulfilment of agreed quality requirements, including service levels, if this is due to an error in third-party deliverables from Google, Twilio and/or Stripe. This also applies to the loss or destruction of data.
In the case of errors in third-party deliverables impacting the performance of the services, Urban Sharing shall report the error to the third-party, and keep the Customer informed about the status of any error rectification.
2.3 The Customer’s responsibilities
The Customer shall loyally and actively contribute to facilitating Urban Sharing’s performance of its duties under this Agreement. The Customer is obliged to and shall use the services in compliance with, and only as permitted by, applicable laws.
The Customer is responsible for keeping an acceptable use policy for its partners, third-party suppliers, customers and end-users, prohibiting the following actions for any level of Urban Sharing’s software provision:
- Reverse engineer, copy, tamper with or hack the services;
- Misuse of the services by interfering with their normal use, or attempting to access the services using a method other than through the interfaces and instructions that are provided to the Customer;
- Distribute or disclose any part of the service in any medium;
- Overwhelm or attempt to overwhelm Urban Sharing’s infrastructure by imposing an unreasonably large load on the services that consume extraordinary resources, such as by: (i) using “robots”, “spiders”, “offline readers” or other automated systems to send more request messages to Urban Sharing’s servers than a human could reasonably send in the same period of time using a normal browser; or (ii) going beyond the use parameters for any given service as described in its corresponding documentation;
- Distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature;
- Alter, disable, interfere with or circumvent any aspect of the services, including any limitations that Urban Sharing imposes on the accounts;
- Unless authorized by Urban Sharing in writing, the Customer shall not probe, scan, or test the vulnerability of the services or system, network, or component used for providing the services;
- Solicit any users of Urban Sharing’s services for commercial purposes; or
- Sublicense, resell, or in a similar manner, exploit Urban Sharing’s services.
Urban Sharing may, without any notice or liability, suspend a user’s account or access to the services if Urban Sharing reasonably determines that a user has violated this acceptable use policy.
The Customer shall notify Urban Sharing of any relevant experience acquired under the use of the services and make suggestions as to possible improvements to the services.
The content across all interfaces of products and services provided by Urban Sharing, whether through a third-party or directly through Urban Sharing’s software, is under the responsibility of the Customer.
3. Delivery and performance of the Services
3.1 Plan for the trial phase
If a trial phase shall be conducted, the Customer shall send Urban Sharing a plan for such phase. The plan shall include a description of roles and responsibilities and be included in an Order Form.
3.2 Maintenance of the Services
Urban Sharing's standard upgrades and general maintenance of Urban Fleet are included in the consideration unless specified otherwise in the Order Form(s). This may include new versions and correction of errors.
As a general rule, Urban Sharing shall inform the Customer in advance of Urban Sharing´s own updates or maintenance activities that reasonably would impact and affects the services described in the Order Forms. For updates in third-party deliverables, the obligation to inform applies only to the extent Urban Sharing has knowledge of such information.
New minor versions and corrections of errors are provided continuously in the services.
Security updates in connection with the services may be performed without advance notice to the Customer.
3.3 Urban Strategy Services
Urban Sharing will provide the Urban Strategy Services ordered through the Order Form(s). The scope, dependencies, deliverables and any other important related information must be described in an Order Form. All Urban Strategy Services ordered through an Order Form are subject to the overall terms and conditions of this Agreement unless otherwise stated explicitly.
4. Consideration and terms of payment
4.1 Consideration
All prices and conditions for the consideration to be paid by the Customer for the services will be specified in an Order Form. All prices are stated excluding value-added tax, but including customs duties and any other indirect taxes. All prices are stated in EUR unless stated otherwise.
4.2 Invoicing date and terms of payment
Ongoing licence payments and Urban Strategy services will, if not otherwise agreed to in each specific Order Form, be due no later than fifteen (15) calendar days after the invoice issuance date, if not otherwise agreed to in each specific Order Form. Pricing structures and terms of payment are specified in each of the Order Forms, and supersede the Agreement.
4.3 Late payment interest
If the Customer does not pay at the agreed time, Urban Sharing may claim interest on the amount that has fallen due for payment, in accordance with Act no. 100 of 17 December 1976 concerning interest on late payments (the Norwegian Interest Act).
4.4 Urban Sharing’s right to suspension and/or termination – Payment Default
If overdue with the addition of interest on late payment, has not been paid within fifteen (15) calendar days of the due date, Urban Sharing may give the Customer written notice that the Agreement will be terminated if a settlement has not been made within thirty (30) calendar days of receipt of such notice.
Termination may not take place if the Customer settles the overdue consideration, with the addition of late payment interest, prior to the expiry of the deadline.
4.5 Price adjustments
Urban Sharing may each December, with effect on all payments from January and onwards, adjust all prices to the Customer by an amount equivalent to the increase in the Core CPI of Statistics Norway, with the initial reference index value being the index value for the month in which the agreement was signed.
Urban Sharing’s prices may also be adjusted to the extent that rules or administrative decisions pertaining to public taxes are amended in a way that affects the consideration or costs of Urban Sharing, if third-party deliverables affect the costs of Urban Sharing, or if the Customer or its users are not using the services in accordance with Urban Sharing's instructions and guidelines. The price changes will be documented by Urban Sharing and will apply as from the Customer’s receipt of notice of the price changes.
5. Duration and termination
The Agreement enters into force on the date of signature and will last for a term of twelve (12) months. In case of an otherwise agreed duration, the order form shall prevail.
At expiration of the term, the Agreement shall thereafter be renewed automatically for a term of one (1) year at a time, unless terminated by any of the Parties by giving six (6) months' notice prior to the renewal date. In any case, should any of the Parties serve written notice of termination or non-renewal of the Agreement to the other, any outstanding Order Form(s) shall continue in force as set out in the relevant Order Form and the terms of this Agreement shall remain in full force and effect with respect to such Order Form(s), until the termination of any remaining Order Form(s).
Notwithstanding anything to the contrary in this Agreement, early termination of this Agreement in accordance with clause 4.4, 9.3.3 and 11.4 shall terminate any on-going Order Form(s).
6.Information security and personal data
Urban Sharing will take appropriate measures to address the information security requirements associated with the performance of the services.
This entails that Urban Sharing will take appropriate measures to ensure the confidentiality of the Customer’s, its partners’, and end-users’ data, as well as measures to ensure that data does not fall into the hands of unauthorised persons. Furthermore, Urban Sharing will take appropriate measures to protect against the unintended modification and deletion of data, against virus and other malware attacks.
Urban Sharing will keep the Customer's data separate from the data of any third-parties, in order to reduce the risk of impairment of data and/or access to data. By separate is meant that necessary technical measures to secure data against unintended change or access are implemented and maintained. Urban Sharing will use all reasonable efforts to ensure that suppliers of third-party deliverables undertake sufficient and necessary assurance of the Customer’s data.
7. Right of ownership and right of disposal
7.1 The rights of the Parties
Each Party is and shall remain the sole and exclusive owner of all rights, title and interest in and to its own intellectual property rights conceived, designed, created, developed, reduced to practice or otherwise acquired or controlled by the Customer or the Supplier prior to, or otherwise outside of and unrelated to the scope of the Agreement. The Agreement and/or Order Form(s) does not affect such ownership. For the avoidance of doubt, Urban Fleet, Urban Crew, and Urban Strategy services are solely owned by Urban Sharing.
For the purpose of the Agreement, intellectual property rights means intellectual property rights of any kind existing now or in the future anywhere in the world, whether registered or not, and all applications, renewals, extensions of, and rights to apply for the same, including without limitation, patents, trademarks, design rights, copyright, publishing rights, moral rights, database rights, service marks, logos, business names, domain names, trade names, and other rights in goodwill, know-how, trade secrets, and other protected material, each in any form or format, including without limitation any and all intellectual property rights in and to any inventions, new technology, reports, data, data structures, databases, calculations, documents, drawings, sketches, specifications, equipment, algorithms, heuristics, computer programs, and source codes for software, and including without limitation the right to sue for passing off or unfair competition, rights to use, and to protect the confidentiality of, Confidential Information, and all other intellectual property rights, and rights to claim priority from such rights, and all similar or equivalent rights or forms of protection.
If Urban Sharing develops software, documentation or other material or intellectual property and/or improves, modifies or further develops any software, documentation or other material or intellectual property under the Agreement, Urban Sharing shall hold the exclusive proprietary and intellectual property rights to such material and intellectual property.
Access to the services comprises all of the rights that are necessary to use them in accordance with the purpose of the Agreement and its Order Form(s), including any prerequisites and limitations (e.g. in relation to the number of users, volumes, etc.). Unless otherwise specifically agreed, no intellectual property rights are transferred to the Customer. The Customer does not have exclusive access to any product or services offered by Urban Sharing, including but not limited to Urban Fleet, Urban Crew, and Urban Strategy services.
Urban Sharing grants to the Customer for the term of the Agreement or the Order Form (s) a non-exclusive, payable and royalty-bearing, non-transferable, and non-sublicensable license to install and/or use software as further specified in this Agreement and the applicable Order Form(s), including any prerequisites and limitations (e.g. in relation to the number of users, volumes, etc.), solely to use the services in compliance with the Agreement.
7.2 Right of ownership of data
The Customer shall retain proprietary rights to all data processed by Urban Sharing on behalf of the former, which are stored and processed while the services are provided under the Agreement. The same applies to the result of Urban Sharing’s processing of such data. Urban Sharing may not under any circumstances exercise a right of retention of such data, nor shall it use it for any purposes other than those described in the Agreement and the Order Form(s), unless specifically authorised by the Customer.
Urban Sharing has the right to utilise any data stored in the services and can copy it, modify it, and analyse it for the purpose of monitoring and providing for the services of the Customer, and to produce internal statistics. Any publishable statistics or use of data of the Customer must be previously approved by the Customer, to invoice, to error correct, to improve and to further develop the services and the technology upon which the services are based.
8. Reconstruction of data
In the event of loss or destruction of data directly caused by Urban Sharing, Urban Sharing shall without undue delay use all capable, internal efforts to restore the data from its latest backup and/or failover storage. For any other loss or destruction of data, Urban Sharing shall restore the data from its latest backup and/or failover storage within a reasonable time period and the Customer shall reimburse any costs incurred by Urban Sharing, and compensate Urban Sharing, for such restoration of data.
If it is impossible for Urban Sharing to restore data alone, data in circumstances as mentioned above shall be restored in cooperation between the Parties, or with the assistance of a third party. Urban Sharing shall inform the Customer before the restoration work starts. Urban Sharing shall not bear any other costs than Urban Sharing´s internal person-hours. All other costs shall be directly paid and covered by the Customer.
Recovery shall take place without additional consideration to the extent that such loss or destruction of data is due to circumstances for which Urban Sharing is liable. If the cause of the loss of data means that the Customer is to pay for the recovery, Urban Sharing shall clarify the scope with the Customer before the work starts.
9.Breach and sanctions
9.1 Breach of contract on the part of Urban Sharing
The services and products agreed upon between the Parties will be specified under each Order Form. A material breach is considered a sustained non-functioning of critical part of these services and products. No breach will exist if the issue is due to the Customer's circumstances or a Force Majeure Event (as defined below), or if the matter is subject to the limitations of liability concerning third-party deliverables stated in clause 2.2.
The Customer must give written notice of a claim as soon as possible after a suspected breach is discovered. Urban Sharing must answer the claim and confirm the case in writing before a consideration of breach can take place.
9.1.1 Notice obligation
If Urban Sharing is unable to fulfil its obligations as agreed, Urban Sharing shall give the Customer written notice of this as soon as possible. The notice must specify the reason for the problem and, as far as possible, when the services can be reinstated. The same will apply if it can be assumed that further delays to normal functioning will occur after the first notice has been given.
9.2 Liability in the event of breach by Urban Sharing
9.2.1 Rectification
On any breach by Urban Sharing, Urban Sharing shall use reasonable endeavours to remedy the breach in such a way that the services once again correspond to the Agreement.
If, despite repeated attempts, Urban Sharing has not succeeded in rectifying the defective Services, the Customer may claim a proportional price reduction – max. 20% of the consideration of one month.
9.2.2 Termination
In the event of a material breach of contract by Urban Sharing, after giving Urban Sharing written notice communicating the existence and a description of the material breach, and a reasonable time period having elapsed without the material breach having been remedied by Urban Sharing, the Customer shall be entitled to terminate the Agreement by giving 45 days written notice to Urban Sharing. If the material breach is remedied within 30 days of the notice period, the termination is no longer valid.
9.2.3 Limitation of liability
No compensation for indirect losses may be claimed by the Customer. Indirect losses include, but are not limited to, lost profits of any kind, financing cost, advisory, legal and audit fees and expenses, and lost savings.
The aggregate, total liability of Urban Sharing under the full term of the Agreement arising in connection with the services, the Agreement and Order Form(s) is under any and all circumstances limited to 80% of the licence fee consideration paid by the Customer to Urban Sharing for the previous twelve (12) months relating to the relevant Order Form under which the liability has occurred, less value-added tax. For the avoidance of doubt, this limitation of liability shall be cumulative and not per incident. This limitation of liability relating to direct losses shall, however, not apply if Urban Sharing has shown gross negligence or wilful misconduct.
10. Force majeure
If an event arising out of or caused by, directly or indirectly, forces beyond a Party's reasonable control (a "Force Majeure Event"), including but not limited to strikes, work stoppages, accidents, pandemics, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, communications services which makes it impossible for any of the Parties impossible to fulfil their obligations under the Agreement, the other Party must be notified of this as soon as possible. Such situation must be classified as force majeure in the Norwegian law. The obligations of the affected Party shall be suspended for as long as the Force Majeure Event prevails. The corresponding obligations of the other Party shall be suspended for the same period.
Each of the Parties will cover their own costs associated with ending the contractual relationship. The Customer shall pay the agreed price for the part of the services that were contractually delivered before the expiry of the Order Form(s) and the Agreement. The Parties may not present other claims against each other due to the expiry of the Agreement and/or Order Form(s) in accordance with this provision.
In connection with force majeure situations, the Parties have a mutual disclosure obligation towards each other regarding all matters that must be deemed to be relevant to the other Party. This information must be provided as quickly as possible.
11. Other Provisions
11.1 Assignment of rights and obligations
A Party may only assign its rights and obligations under the Agreement with the written consent of the other Party.
Urban Sharing may assign its rights to consideration under the Agreement freely (factoring), but this shall not release Urban Sharing from its obligations and responsibilities.
11.2 Pay and working conditions
If there is a general collective wage agreement or nationwide collective wage agreement for the relevant industry, the subsequent sections will apply.
In respect of areas covered by the Regulations relating to Generalised Collective Wage Agreements, the Supplier shall ensure that its own and any subcontractors' employees who contribute directly to the performance of the Supplier’s obligations under the Agreement do not receive pay or have working conditions that are inferior to those stipulated in the Regulations relating to Generalised Collective Wage Agreements. In areas not covered by generalised collective wage agreements, the Supplier shall ensure that the same employees do not receive pay or have working conditions that are inferior to those stipulated in any applicable nationwide collective wage agreements relating to the relevant trade. This applies to work performed in Norway.
All agreements that are entered into by the Supplier and that involve the performance of work that contributes directly to the performance of the Supplier’s obligations under the Agreement shall include corresponding terms and conditions.
The Supplier shall, at the request of the Customer, disclose documentation relating to the pay and working conditions which are applied. Each of the Customer and the Supplier may request that the information be submitted to an independent third party appointed by the Customer to examine whether the requirements of this provision have been complied with. The Supplier may require the third party to sign a declaration that the information will not be used for any purpose other than to ensure fulfilment of the Supplier's obligations pursuant to this provision. The documentation obligation also applies to subcontractors.
11.3 Confidentiality obligation
Confidential information that the Parties become aware of in connection with the Agreement and the implementation of the Agreement must be kept confidential, and may not be disclosed to any third party without the prior written consent of the other Party.
The Parties shall
(i) duly handle and protect from disclosure of the confidential information,
(ii) only use the confidential information as is strictly necessary for the performance for the obligations under the Agreement and/or the respective Order Form(s),
(iii) limit the internal circulation of the confidential information to such employees having a strict "need to know" in connection with the performance for the obligations under the Agreement and/or the respective Order Form(s), and
(iv) implement measures such as redaction and encryption to limit exposure of any personal data contained in the confidential information.
For the purpose of the Agreement, the term confidential information shall include all information disclosed by one Party or its representatives, to the other Party in connection with the Agreement, including, without limitation the Agreement, information memorandum, company presentations, business plans, financial information, software or code, procedures, documentation, marketing data, business names, trade secrets, technical data, valuations, costs, rates and prices and any other information of a proprietary or confidential nature relating to a Party or any of its subsidiaries, as well as any information created or derived from any such information, irrespective of disclosing medium and storage. Confidential information may be labelled as "confidential", "proprietary" or similar without this being an explicit requirement for benefiting from the protection given herein.
The confidentiality obligation pursuant to this provision shall not prevent the mandatory disclosure of information if such disclosure is demanded pursuant to applicable law. The other Party shall be notified in writing prior to the disclosure of such information.
The confidentiality obligation shall not prevent the information from being used when (i) it is or becomes part of the public domain without breach of the Agreement, (ii)is known and proved to be on record by the other Party prior to disclosure in connection with the performance of the Agreement and/or the respective Order Form(s), (iii) is subsequently lawfully obtained by the other Party from a third party without breaching any other contractual obligations; or (iv) is disclosed pursuant to the lawful order or requirement of a government body, commonly recognized stock exchange, court or administration agency, subject to the prior written notice to the other Party. Where the Parties are unable to give notices to or consult with the other Party unless such notice or consultation is prohibited by law, the Parties will, to the extent permitted by law, inform the other Party of the circumstances, timing and content of and manner of making the disclosure promptly after such disclosure has been made. Upon any unauthorized disclosure of confidential information by the Parties, it shall immediately take all actions reasonably available thereto to recover such confidential information and to prevent any further publication or dissemination.
The Parties shall take all necessary precautions to prevent unauthorised persons from gaining access to, or knowledge of, confidential information.
The confidentiality obligation shall apply to the Parties' employees, subcontractors, advisers (including, but not limited, to solicitors, financial advisers and accountants) and any third-parties who act on behalf of the Parties in connection with the performance of the Agreement. The Parties may only transfer confidential information to such subcontractors, advisers (including, but not limited to, solicitors, financial advisers and accountants) and third-parties to the extent necessary for the implementation of the Agreement and its Order Form(s) and assuming full responsibility for any breaches of this confidentiality clause by such third-parties towards the other Party.
The confidentiality obligation does not preclude the Parties from using the experience and expertise gained in conjunction with the performance of the Agreement.All confidential information disclosed or transferred by the Parties shall remain the property of the Party disclosing such information. Nothing in the Agreement shall be construed, by implication or otherwise, as a grant of (i) a license or any other right to make, use or sell any product using the confidential information; (ii) any patent, patent application, utility model, copyright, mask work right, or any other industrial or intellectual property right covering same; (iii) a right to use in advertising, publicity or otherwise, any trademark or trade name of the Parties; or (iv) an authorization to act as an agent on behalf of the Parties for any purpose.
The confidentiality obligation will continue to apply after the termination of the Agreement and any Order Form(s). Employees or other persons who resign from a position with one of the Parties will, following their resignation, continue to be subject to the confidentiality obligation concerning the aforementioned circumstances. The confidentiality obligation will lapse five (5) years after the termination of the Agreement, unless otherwise stipulated by applicable law.
The Parties undertake to promptly terminate the use of and to destroy (or permanently erase in relation to any confidential information held electronically) or return any and all confidential information, including copies and reproductions made thereof, to the other Party upon request or when the use of the confidential information is no longer needed for the performance for the obligations under the Agreement and/or the respective Order Form(s). Notwithstanding the obligations in this paragraph in the Agreement, the Parties will be entitled to retain such copies of such confidential information as is required by law, bona fide internal compliance policies existing at the date of the Agreement or the rules of any applicable regulatory authority to which the Parties are subject but no further copies and such information will continue to be held subject to the terms of the Agreement.
11.4 Bankruptcy, composition with creditors, etc.
In the case of debt rescheduling proceedings, composition with creditors, bankruptcy, or any other form of creditor intervention, in regard to the business of a Party, the other Party will be entitled to terminate the Agreement with immediate effect.
12. Disputes
12.1 Governing law
The Agreement shall be exclusively governed by and construed in accordance with Norwegian law, without giving effect to any choice or conflict of law provisions (whether of Norway or any other jurisdiction).
12.2 Litigation or arbitration
Any dispute, controversy or claim arising out of or in connection with the Agreement, or the breach, termination or invalidity thereof, shall be finally resolved in accordance with the Rules of the Arbitration and Dispute Resolution Institute of the Oslo Chamber of Commerce in force at any time. The arbitral proceedings and all information disclosed in the course the proceedings shall be kept strictly confidential.
Notwithstanding the above, the Parties acknowledge that a remedy of damages for breach of the Agreement is inadequate and that an injunction restraining the breaching Party from continuing any breach of the Agreement, in whole or in part, shall be available through a competent court of jurisdiction.
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