Application - Terms & Conditions

1. Definitions

In these terms of service, the following concepts shall have the meaning described in this article (when written with a capital letter).

• Administrator: shall mean the user who is responsible for the Administrator Account;
• Administrator Account: shall mean the user account of the Customer, which can solely be accessed and used by the Administrator and through which the Administrator shall be able to (i) use the App in accordance with Customer’s order, (ii) change the configuration settings (including but not limited to adding additional Services or features) and (iii) creating additional accounts for Users;
• App: shall mean the parking & mobility management app developed by Commuty, on web and mobile through which the Services can be used;
• App Privacy Declaration: shall mean the App privacy declaration as available on the App;
• Communication: shall mean any communication sent by Commuty via email at regular times concerning Services-related announcements, administrative e-mails and newsletters;
• Customer: shall mean the legal entity who orders the Services from Commuty, being the employer of the Users;
• Services: shall mean the parking & mobility management solution developed by Commuty, to (i) optimize the parking usage and costs through smart parking management, and (ii) organise and incentivise alternative mobility for employees.
• Commuty: shall mean the limited company "Commuty SA", with its registered office at Rue Louis de Geer, 6, 1348 Ottignies – Louvain-la-Neuve and registered with the Crossroad Bank of Enterprises (RPM Brussels) under number 0556.631.530;
• User: shall mean any user (employee) of the Customer for whom the Customer has ordered a User Account;
• "User Account" shall mean the user account, which can be accessed by an User through his/her personal login in order to make use of the App and Services;

2. Scope

Commuty developed an App offering a parking & mobility management solution to the Customer and its employees/Users.

By using the App – including registration – the User acknowledges to have read these terms of service and thereby accepts them.

Commuty reserves the right to change its terms of service whenever it wishes to do so by a change on its App. Commuty undertakes to notify any User thereof through (i) an announcement on its App within a reasonable term prior to the application of the amended terms of service and/or (ii) through the Commuty Communication.

These terms of service must be read together with the App Privacy Declaration and may at all times be consulted on the App.

3. Delivery

The Customer and its Users shall be granted access to the App, which is provided as ‘Software as a Service (SaaS)’. Such right of access merely implies a non-exclusive and non-transferable right to use the App.

4. Administrator account/ User Account

The Customer shall be able to access the App as well as make use of the Services through the Administrator Account and the additional User Accounts.

The Administrator shall be solely responsible for every use and activity of the Administrator Account. Besides an Administrator Account, the Customer receives also at least one (1) additional User Account. The amount of User Accounts corresponds with the number of Users of the Customer. Each User has thus its own User Account. The Administrator determines the extent of the rights of the User Accounts and the Administrator shall always remain responsible for every use of the User Accounts.

Each User Account (including the Administrator Account) belongs to one person only and may therefore not be shared with other persons. The Administrator as well as every User is advised to create a unique password and to change it frequently.

The Customer and each User shall be solely responsible for the protection and security of the Administration Account and the User Accounts. In this context, the Administrator and every User must ensure the confidentiality of their respective account, including the confidentiality of the login-data such as the password. Consequently, they may not even disclose their login-data to Commuty (for example, when seeking assistance of Commuty through the helpdesk).

Furthermore, it is strictly forbidden to:

• Ask for the login-data of other users;
• Login onto one other’s account;
• Use the App and Services in a fraudulent manner (e.g. the use of a false account and/or providing false information is considered as fraudulent use);
• Pretend to be another (legal or natural) person when using the App and Services without the necessary permission. Such action may lead to civil and criminal sanctions.

The Customer must immediately (i) penalize or sanction any improper and unauthorized use and (ii) immediately inform Commuty in writing of such use and of every controversial registration it notices.

A breach of this clause may lead to temporary and/or perpetual suspension and/or removal of Administration Account and/or the User Account(s) without indemnity for the Customer/its User(s). Commuty preserves itself a wide margin of discretion in that respect. In any event, Commuty will not be liable for any loss or damage arising from Customer and/or User(s)’s failure to comply with the above requirements.

5. Use of the Services

General

Users must use the App in compliance with all applicable laws, rules and regulations issued by governing authorities.

Use of and access to the App by any User presupposes an Internet connection and – as the case may be - the use of a modern web browser (such as but not limited to the most recent version of Google Chrome). If an obsolete web browser is used, the User may not be able to use all functions of the App/Services or these functions may not operate optimally.

Restrictions

User shall not, without this list being exhaustive:

• Sell, resell, license, sublicense, rent, lease or distribute the App, and any Services, or include any Services or any derivative works thereof in a service bureau or outsourcing offering to any third party;
• Copy, modify, adapt, alter, translate or make derivative works based upon the App/Services;
• Engage in, nor authorize others to engage in, the reverse engineering, disassembly or the decompilation of the App and/or Services.
• Use the App and Services for illegal or unlawful purposes or for the transmission of data which is illegal, defamatory, invasive of another's privacy, abusive, threatening, harmful or infringes on someone's intellectual property (non- exhaustive list).
• Use the App and Services to conduct or promote any illegal activities;
• Damage or harm the App (use of robots for example) or take actions that could compromise the integrity, safety or overload the App;
• Use the App and Services for the transfer of "junk mail", "spam", "chain mail", "phishing" or other undesired mass circulation of e-mails;
• Use the App and Services to stalk, harass or harm another individual;
• Disturb the good operation of the App. This includes that Users should refrain from the use of viruses, worms, Trojans or other software that may infringe the services and interests of both Commuty and its Users. Customers should also refrain from any content that may burden or disturb the websites infrastructure and its proper functioning;
• Send unsolicited and/or commercial messages, such as junk mail, spamming and chain letters;
• Add content that can be described as not-appropriate regarding the aim of the App. Commuty reserves a large discretion and may notify Customer/Users when touching boundaries;
• Circumvent the business-model of Commuty;
• Use the Services – partly or integrally – nor the App or Website in any manner that may give a false or misleading impression, attribution, or statement as to Commuty, or any third party.

A breach of this clause may lead to temporary and/or perpetual suspension and/or removal of Administration Account and/or the User Account(s) without indemnity for the Customer/its User(s). Commuty preserves itself a wide margin of discretion in that respect. In any event, Commuty will not be liable for any loss or damage arising from Customer and/or User(s)’s failure to comply with the above requirements.

6. Intellectual property

Intellectual property rights of Commuty

• The User explicitly acknowledges that Commuty is and remains the sole owner of the App and Services and/or other intellectual property rights relating thereto. All such rights and goodwill are, and shall remain, vested with Commuty.
• Consequently, the access rights granted to the User solely imply the right to use the App and Services and no implied licenses shall be granted under this agreement.

Under no circumstances such right:

• Entails a transfer of ownership of the App and Services by Commuty to the User;
• Grants the User any rights to or interests in the App and Services, any trade names and/or or trademarks of Commuty, and
• Grants the User the right to request Commuty to deliver a copy of any software or other products utilized by Commuty to provide the App and Services.
• The User shall thus not use any trademark, tradename, or brand name of Commuty (such as but not limited to the use thereof in metatags, keywords or hidden text), without the explicit written approval from Commuty.

7. Duration

The use of the App by any User shall have the duration agreed between the Customer and Commuty.

8. Liability

The User acknowledges that Commuty’s liability can only be invoked by the Customer directly and not by a User. Terms and conditions of such liability vis-à-vis the Customer are provided for in the agreement entered into between the Customer and Commuty.

Except as otherwise expressly represented or warranted in these terms of service and to the maximum extent permitted by applicable law, the App and/or Services as well and any other products or services provided by Commuty are provided on an "as is" basis. Commuty thus disclaims any and all other promises, conditions, representations and warranties – whether express or implied – including but not limited to any implied warranties of fitness for particular purpose, satisfactory quality, reasonable skill and care, system integration and/or data accuracy.

Furthermore, Commuty does not warrant that the App and/or Services will meet all of Users’ requirements.

Without prejudice to the generality of the preceding section, Commuty does not guarantee that: (i) the performance of the App and Services will be uninterrupted or error-free nor that all errors and/or bugs will be corrected (within a reasonable time), (ii) the App and Services will be constantly available, free of viruses, in time and complete, or (iiI) the information provided by the App and Services is complete, correct, accurate and non-misleading.

The intended use of the App and Services by the Administrator and/or Users is determined under their full responsibility and at their own risk. Commuty cannot be held liable in any way for any direct or indirect damage resulting from this intended use.

Commuty shall neither be liable for:

• Indirect and/or consequential damage (including but not limited to loss of income, loss of goodwill, damage to reputation and damage to the property of the User caused by the App and Services);
• Defects that have been caused directly or indirectly by an act on the part of the User or a third party, irrespective of whether they are caused by an error or negligence;
• Damage caused by using the App and Services for a different purpose than the purpose for which it has been developed or is intended by Commuty;
• Additional damage caused by continued use by the Administrator and/or Users after a defect has been detected;
• Damage caused by non-compliance with any advice and/or guidelines that may be given by Commuty, which the latter always provides on a discretionary basis;
• Damage caused by force majeure or hardship
• Furthermore, the User accepts that Commuty does not offer any guarantee that the App and Services comply with the regulations or requirements, which apply in any legal area, with the exception of the regulations, or requirements that apply in Belgium on the moment of conclusion of the agreement. Commuty can thus not be held liable for any subsequent changes of whatever nature in such law and/or regulations.
• User is deemed not to provide any (confidential) information (e.g. an Excel sheet with data) nor any login data to any employee of Commuty in whatever manner and for whatever reason.
• In addition, the Users acknowledge that Commuty has no control over the content of messages sent via the App. Commuty cannot in any circumstances be held responsible for any direct or indirect damages suffered by the Customer, its Users or third parties due to the content of messages sent via the App.

9. Personal data and privacy

The User acknowledges that – with regard to the processing of Users data – the Customer shall act as controller and Commuty as processor.

The processing of personal data concerning the Users (Customer’s personnel/staff) shall take place in accordance with the provisions of the App Privacy Declaration.

This App Privacy Declaration includes information about the personal data collected, as well as the manner in which the controller/processor uses and processes this personal data.

Privacy declaration can be consulted on the App and must be read together with the cookie policy (https://support.commuty.net/article/47-cookie-policy).

By using the App– including registration – the User acknowledges to have read the App Privacy Declaration and accept it.

10. Support - Helpdesk

In the event the User is in need of assistance or has an enquiry with respect to the App and Services, the Customer is advised to first consult Commuty’s support page https://app.commuty.net/support for connected users and https://support.commuty.net for general questions.

The Commuty helpdesk shall be available via email: support@commuty.net.

The Commuty helpdesk will do its best efforts to assist the User as soon as reasonably possible following the requested support.

11. Availability, regular Maintenance and updates

In the event of problems with the availability of its Services, Commuty undertakes its best effort to solve such issue as soon as reasonably possible without giving any guarantee. In any case and where appropriate, Commuty shall be free to determine on what is to be considered an adequate solution in this respect.

Commuty wishes to keep the quality of the App and/or Services high by performing maintenance activities and implementing updates on a regular basis. Commuty undertakes to minimize the impact of such maintenance activities and updates on the availability of the App and Services but does not exclude any downtime in this respect. In any case Commuty undertakes its best effort to inform the Users thereof in due time, unless this is impossible or not useful. The above gives no grounds for compensation to be born by Commuty.

12. Commuty communication

At all times, the User will be able to unsubscribe from Commuty’s Communication. Since the Communication is considered to form an integral part of the Services, the User can in no event hold Commuty liable for changes of whatever nature of which the User would normally have been informed through the Communication if he had not chosen to unsubscribe.

13. Changes of the services

Commuty has the right to change at any time the offer and composition of its Services. In such event, Commuty will inform the User thereof within a reasonable term prior to such change through (i) a notification on the App and/or (ii) the Commuty Communication.

14. Applicable law and jurisdiction