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Terms and Conditions – Transport Companies

OTRA FLEET™ GENERAL SERVICE AGREEMENT

GENERAL TERMS AND CONDITIONS FOR CUSTOMERS

 

I. GENERAL

a. OTRA Solutions BV (hereinafter referred to as “OTRA”, “we”, “us” or “our” as the context requires) provides online booking services allowing Parking Operators to list their Parking Spaces and Parking Services and Customers and End-Users to discover, search, compare, make an order, reservation, purchase and/or pay for such Parking Spaces and Parking Services (the “Services”) via our website, platform and/or other apps (the “Platform”or “PMP”). The Platform can be used to facilitate listing “Listing” and booking as defined below.

b. Our Services and Platform are provided by OTRA Solution BV, Belgium, a limited liability company incorporated under the laws of Belgium, and having its registered address at Dorpstraat 122, 3470 Kortenaken, Belgium. Other entities that directly or indirectly control, are controlled by, or are under common control with OTRA are referred to in these terms as “OTRA Affiliates”.

 

II. THESE TERMS

a. These terms and conditions (“Terms”) govern the Customer’s access to and use of the Services and Platform, together with our cookie policy and privacy statement (https://www.weareotra.com/vie-privee/).

b. OTRA reserves the right to amend these Terms at any time provided it notifies the Customer in advance of such changes (“Notice”). If the Customer objects the changes, OTRA may continue to provide the Services in accordance with the terms applicable prior to the change. If Customer does not notify OTRA of such objection, the new terms shall become effective as from the date of the said changes.

c. By accessing, browsing and using our Services or Platform, you acknowledge and agree to have read, understood and agreed to these Terms (including the privacy statement and cookie policy).

d. OTRA hereby expressly rejects the applicability of conditions that the Customer seeks to impose or incorporate.

 

III. DISCLAIMER

a. By providing access to Customers to the Platform we act as a mere facilitator for Customers and Parking Operators. We do not set the Parking Space or Parking Service fee, the terms between Customers and the Parking Operators or any other conditions of purchase, or any other matters related to the Parking Space and/or Parking Services.

b. Customer agrees and acknowledges that we are an information society service provider and are not under an obligation to monitor the information which is uploaded, transmitted or stored on the Platform. Unless otherwise agreed by us in writing, the material and content displayed on the Platform is provided “as is” without any guarantees, conditions or warranties as to its accuracy or other terms of any kind. OTRA is not liable for any obligations and/or financial damages relating to the Parking Space and the Parking Service as listed by the Parking Operator on the Platform, including but not limited to: damage caused to the Parking Space and/or Parking Services; damage to Customer’s property; death or bodily injury arising in connection with the use of the Parking Space and or Parking Services; payment to the Parking Operator.

c. The Parking Operator’s terms and conditions (if any) will apply to the relationship between Customers and the Parking Operator. We will not be a party to the Parking Operator’s terms and conditions nor have we any influence upon them.

d. Customer agrees that we are not responsible for, and we accept no liability for, any matters arising from the legal relationship that exists between you and the payment services provider which is governed by the terms and conditions of the payment service providers. You further agree that we are not responsible for, and we accept no liability for, your or the payment services provider’s mistakes, defaults or negligence or in relation to any matter arising between you and the payment services provider regarding any payment transaction processed in connection with the terms and conditions of the payment service provider.

 

IV. DEFINITION

a. Throughout these terms and conditions, the following capitalized words have the following meaning (whether singular or plural):

“Agreement” means these Terms and any other documents or material referenced herein which is incorporated into this agreement.

“Available Period” means the period of time that the “Parking” will be accessible

and the Parking Spaces and Parking Services available to Customers, as indicated through the PMP.

“Booking” means the booking or reservation by a Customer of (a) Parking Space(s) and/or (a) relevant Parking Service(s) listed by the Parking Operator on the Platform.

“Customer”, “you”. “your” means any registered transport or trucking company or truck driver, who books Parking Space and/ or Parking Services via the PMP.

“End-User” means any physical person, who physically uses the Parking Spaces and/ or Parking Services.

“Listing” means the display on the Platform of a list of Parking Spaces and Parking Services offered by the Parking Operator which is based on a category or search query.

“OTRA FLEX” is a formula to be chosen by the Customer, in which case the Customer has – for a small additional fixed monthly fee – a financial advantage in case of cancellation of the Booking.

“Parking” means the entire physical facility for truck parking, including all amenities and services that are present and offered to the Customers and End-Users, which includes the Parking Spaces and the Parking Services.

“Parking Location(s)” means the geographical position of a Parking.

“Parking Operator” means the professional provider of Parking Spaces and Parking Services to Customer and End-Users via the PMP.

“Parking Service” means the services delivered by a Parking Operator to Customer at one or more Parking Locations, and which are listed/bookable via the PMP, Parking Services may include Transport of Dangerous Goods by Road (ADR) parking spaces, security services, shower, food and beverage facilities, etc.

“Parking Space” means one or more parking spaces on the Parking that is part of the Parking Services.

“Service” means the services provided by OTRA which includes a parking management system through the Platform, the listing and displaying of Parking Spaces and Parking Services on the Platform, payment collection and administrating and confirming bookings.

“Service Agreement” means every agreement entered into by OTRA and the Customer regarding the provision of the Service.

“User Account” means any registered user of the PMP and/or the Service,

including planners and drivers.

b. Different types of fees: throughout these terms and conditions the following capitalized words have the following meaning (whether singular or plural)

“OTRA FLEX™ Fee/month” means an additional fixed monthly fee, through which OTRA Flex™ offers the possibility to cancel a booking for free or for a small fee (depends on how early the cancellation is made before the check-in time), provided that the driver has notified the cancellation.

“OTRA Fee” means the fees due by Customers to OTRA for accessing and using

the Platform and Services and which is further described in the Service Agreement. Fees are always VAT included.

“Parking Operator Fee(s)” means the fee collected by OTRA from Customers/ End-Users and transferred to the Parking Operator for each usage of the Parking Spaces and/or the Parking Services by the Customer and/or End-User and which is paid via the PMP.

“Truck Transaction Fee” means the fee that OTRA will charge to Customers

for each Booking as described in the Service Agreement.

 

V. ACCEPTABLE USE

YOU MUST NOT:

a. use the Platform or Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the Platform, the Service or any operating system;

b. infringe our intellectual property rights or those of any third party in relation to your use of the Platform or Service, including the submission of any material (to the extent that such use is not licensed by these Terms);

c. transmit any material that is defamatory, offensive, threatening or otherwise objectionable in relation to your use of the Platform or Service;

d. not use the Platform or Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and

e. collect or harvest any information or data from the Service or our systems or attempt to decipher any transmissions to or from the servers running the Service.

 

VI. CUSTOMER’S RIGHTS AND OBLIGATIONS

BY USING OUR SERVICES, YOU ACKNOWLEDGE THAT:

a. In order to use our Platform and Service, you need to register as a Customer by creating a User Account.

b. You can access our Service through our app (“OTRA App”), and/ or PMP.

c. By making a Booking with OTRA, you also accept and agree to the cancellation and no-show policy of the relevant Parking Operator which, if provided to OTRA by the Parking Operator, will be displayed on the Platform. If you have purchased an OTRA Flex subscription, the cancellation terms of the OTRA Flex will apply to you.

d. OTRA is entitled to immediately terminate your use of the PMP and your rights, if any, under these terms and conditions, if you act in breach of these Terms or the terms of the relevant Parking Operator.

e. If you wish to review, extend or cancel your Booking, please check the confirmation and follow the instructions therein.

f. The Parking Operator is allowed to refuse a Customer to make a Booking if the Customer is unable to provide valid identity documents and/or documentation proving that the vehicle in the Bookings is insured.

g. The Customer must take suitable measures to prevent access by unauthorized third parties to the PMP and the Services. This includes, in particular, the password-protected blocking of the user interfaces of the relevant terminals, as well as the use of current software versions.

h. Data relating to vehicles and persons, e.g. employees and other authorized representatives of the Customer, can be recorded and stored in the PMP. The Customer guarantees that it is legally allowed to collect, process and use the potential personal data and shall prove this if necessary. If the legal basis is lost the Customer must delete the data immediately, if no other legal or contractual regulations exist that allow the customer to process the data.

i. OTRA may communicate with all parties, Parking Operators, Customers and End-Users, via the PMP and send them legally binding messages in this way. This is achieved by means of push-notifications in apps and / or supplementary information e-mails/ sms, for example. They are deemed to have been received as soon as they are available for the respective users on the PMP.

 

VII. OTRA’S RIGHTS AND OBLIGATIONS

a. OTRA shall list and display on the PMP the Parking Spaces and Parking Services information that is made available by the Parking Operator during the Available Period. OTRA reserves the right at any time and without prior notice to remove or disable access to any Listing for any reason including Listings that OTRA, in its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Platform.

b. OTRA endeavors to ensure the availability and correct functionality of the PMP (including the OTRA website). The PMP or parts of it may be temporarily unavailable or availability might be limited for maintenance or other reasons beyond OTRA’s reasonable control.

c. We reserve the right at any time to modify or discontinue, temporarily or permanently, the Platform with or without notice. You agree that we shall not be liable to you or any third party for any modification, suspension or discontinuation of the Services.

 

VIII. MISCONDUCT BY END-USERS

a. In case of unauthorized use of a Parking Services and/or a Parking Space or misconduct by an End-user, OTRA reserves the right to refuse the Customer or End-user to use the Platform and Services.

 

IX. PRICE

a. The following fees are monthly payable in advance: i) Monthly fixed fee/ active plate, ii) OTRA FLEX/ month, iii) Truck Transaction Fee. The prices for the subscription plan and Truck Transaction Fee under this Terms can be found in the Service Agreement attached herein as Schedule 1. Prices are displayed including VAT of the country where the service takes place and excluding sales tax and all other taxes and fees.

b. If the Customer has an OTRA Flex subscription: the Customer will be 100% reimbursed if the Booking is cancelled more than 2hrs prior to booked arrival time, 50% will be reimbursed if the Booking has been cancelled less than 2hrs prior to booked arrival time, 0% will be reimbursed in case of no show.

c. If the Customer has no OTRA Flex subscription: the Customer will be 25% reimbursed if the Booking is cancelled more than 2hrs prior to booked arrival time, 0% reimbursed if the Booking is cancelled less than 2hrs prior to booked arrival time, 0% will be reimbursed in case of no show.

d. We may charge a fee in the event of a no-show or cancellation.

 

X. PAYMENT

a. When the Parking Operator accepts Customer’s offer to book a Parking Space and/or Parking Services, the relevant booking information will be communicated to the Customer. Customer will then pay the applicable fees for the Parking Space and/or Parking Services via the payment services provider’s service on the Platform. When payment for the Booking has been received and the payment services provider has confirmed the payment, we will issue a Booking confirmation to Customer on behalf of the Parking Operator.

b. When an employee of the Customer, who is registered by the Customer as an End-User, accesses and uses the Parking Spaces and/or Parking Services without a prior Booking, the invoice for accessing and using such Parking Spaces and/or Parking Services will be transmitted to the Customer. The Customer can approve/decline the payment for the End-User’s access and use of the Parking Spaces and/or Parking Services. If the Customer declines, the End-User will be charged with its own payment method or will have to pay on site.

c. Payments must be made within 14 days following the invoice date with the agreed method. In the event of a change in the direct debit order, the Customer is obliged to communicate the relevant information to OTRA and its bank.

d. If timely payment fails to be made, the Customer falls into default without any further warning or default notice. In such case, OTRA shall have the right to suspend Customer’s use of the Services and Platform until full payment has been received.

e. Payment is safely processed from your chosen payment method (e.g. credit/debit card or bank account) to our bank account.

f. Invoices will only be available for Customers accessing through the PMP. For all the other Customers, the costs will be invoiced by OTRA on a weekly basis or as otherwise agreed with Customer. OTRA reserves the right to change its payment term and or invoicing frequency by means of a written notification to the Customer. Invoices are sent electronically by e-mail and accessible via the Customer’s log-in.

g. We may require that payment is made upfront by wire transfer (if available) or by credit card, and therefore your credit card may be pre-authorized or charged (sometimes without any option for refund) upon making the Booking.

h. In the event that the Customer disputes any invoice, it shall notify OTRA no later than five (5) working days after receipt to OTRA in writing, providing both the reasons why the invoice is disputed as well as any supporting evidence, after which the Customer will have waived any presumed rights. Any possible objections against the amount of any correct and complete invoice do not suspend the payment obligation.

i. In case of overdue payment, the Customer owes OTRA an interest of 10% per annum, as well as compensation for extrajudicial collection costs.

j. Payments made by the Customer shall first be deducted from any collection costs, subsequently shall be deducted from any interest owed, and subsequently shall be deducted from the principal amount.

k. Whenever legally allowed, OTRA reserves the right to set off any amounts owed by it to the Customer against any payment owed by the Customer to OTRA. All monthly payments under this Agreement shall be made to the bank accounts mentioned in each relevant statement.

l. At its sole discretion, OTRA may change its fees from time to time as to reflect advances or changes in technology or the way the services are being used by Customer. The Customer reserves the right to terminate the contract without any termination fee if the Customer does not agree with the renewed rates. The Customer is held to notify OTRA by means of a registered letter sent no later than four (4) weeks after the notification of OTRA.

m. All fees are subject to indexation by the greater of either 3 (three) percent, or the Consumer Price Index kept by the Belgian Federal Public Service Economy. Indexation takes place each January 1st.

 

XI. COMMUNICATION

IF YOU COMPLETE A BOOKING, YOU AGREE THAT:

a. we transmit the relevant details (such as your license & trailer plate number, first & last name of the driver, etc.) of your Booking to the relevant Parking Operator;

b. We record and store data of the vehicles and drivers in the PMP;

c. The Customer guarantees that it has the necessary legal permission from the relevant individuals to collect, process and use the potential personal data and shall prove this if necessary;

d. The Parking Operator can chat with the Customer via the OTRA PMP.

 

XII. REVIEW

a. We will invite you to comment on your stay at the relevant Parking and to provide a score for certain aspects of the Parking Spaces and/or Parking Services. The completed review (including the rating) may be uploaded onto the relevant Parking Operator’s information page and/or our PMP for the purpose of informing (future) Customers of your opinion on the Parking.

b. You warrant that all content and information uploaded by you does not:

  • contain discriminatory, racist, violent, sexually explicit, or demeaning content;
  • incite people to commit criminal offenses, or endorse such offenses;
  • contain pornography, or infringe the protection of minors;
  • does not violate the privacy or portrait rights of third parties and does not contain names, emails, addresses, phone numbers or other details of individuals;
  • does not infringe any patent, copyright, database right, trade mark or other intellectual property right of any other person; and
  • does not promote illegal activities.

c. OTRA reserves the right to delete your review, comments and ratings in case they are in conflict with the content of these Terms.

d. By uploading text, photos/images or other content onto our PMP (for example in relation to a review) you warrant that you own the copyright to this content.

 

XIII. LIABILITY

a. Under no circumstances is OTRA liable to the Customer for damages caused by third parties deployed by OTRA, including but not limited to OTRA’s subcontractors and road service providers. Customer must at all times follow the advice, warnings or instructions provided by OTRA and/ or its subcontractors or third parties deployed by OTRA.

b. We are not responsible for, and we accept no liability for Customer, End-Users or any Parking Operator’s actions, inactions or offline conduct. We accept no liability for any matter related to a Parking Space and/or Parking Service listed on the Platform, and we have no control over and do not guarantee the quality, safety or legality of any Parking Space and/or Parking Services listed on the Platform, or the truth or accuracy of information provided by other users, any Parking Operators or any other users of the Platform.

c. We assume no responsibility for the content of websites linked on the Platform. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.

d. Under no circumstances is OTRA liable for consequential (indirect) damages, including but not limited to, loss of profit, missed savings, immaterial damage, business- or environmental damage, regardless of what the liability is based upon.

e. Our maximum aggregate liability under or in connection with these Terms (including your use of any Services) whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to the OTRA Fee paid by the Customer in the 12 months preceding the event giving rise to a claim.

 

XIV. TERM AND TERMINATION

a. The Agreement will be signed for twelve, twenty-four or thirty-six months depending on the term agreed between the Parties. In case of early notice/ breach, the Customer will owe OTRA all monthly recurring fees for the remaining term of the Agreement.

b. Each party shall have the right to terminate the Agreement, by written notice, with immediate effect if:

  • the other party is declared bankrupt or has been granted suspension of payment or if a petition requesting bankruptcy or suspension of payment is filed by or on behalf of the latter;
  • a liquidator, receiver, trustee or administrator is appointed for the other party or its business;
  • the other party becomes insolvent or admits its inability to pay its debts as they fall due or commences negotiations with one or more of its creditors with the view to a general readjustment or rescheduling of all or part of its indebtedness; or
  • the other party is in material breach of any provision of this Agreement and fails to remedy such breach within thirty (30) days after notice of such breach and the request for the remedy thereof has been received by the breaching party.

c. The Customer enters into this Agreement for a fixed term. The fixed term duration of the Agreement is stated in the Service Agreement and shall commence on the date of signing (“Initial Term”).

d. The Agreement is tacitly renewed for the duration of the Initial Term (“Renewal Term”) and at the pricing conditions in effect on the first calendar day of each Renewal Term.

e. In order to avoid tacit renewal, the Customer is held to notify OTRA by means of a registered letter sent no later than three (3) months before the expiry of the Initial Term or Renewal Term. Lacking opposition of tacit renewal by the Parking Operator will result in tacit renewal under the pricing in effect at that time.

 

XV. FORCE MAJEURE

a. OTRA is not bound towards the Customer to fulfil any obligation under the Agreement in the event of force majeure.

b. An event of force majeure under this article shall mean, besides what is understood as such in the law and jurisprudence: all external causes, foreseen or unforeseen, over which OTRA cannot exert any influence, which prevent OTRA from timely, completely, and properly fulfilling its obligations, including but not limited to, work strikes at the enterprise of OTRA or of third parties, and all matters in the widest sense of the term.

c. OTRA also has the right to appeal to force majeure if the circumstance resulting in force majeure enters into effect after OTRA should have fulfilled its obligation. OTRA has the right to suspend its obligations under the agreement during the period that the force majeure continues. If the period of force majeure last longer than three (3) months, each of the parties has the right to terminate the agreement, such without the obligation to compensate damage or costs to the other party.

d. If and to the extent OTRA at the time of the start of the force majeure event has already partially fulfilled its obligations or is able to partially fulfil its obligations, OTRA has the right to separately invoice the part already fulfilled or still to be fulfilled respectively and Customer shall be under the obligation to pay the invoice in accordance with article “Payment” of these general terms and conditions.

 

XVI. ASSIGNEMENT

Customer shall not be entitled to assign, sub-license, transfer or otherwise dispose of any of its rights or obligations hereunder without the prior written consent of OTRA (not to be unreasonably withheld).

 

XVII. INTELLECTUAL PROPERTY RIGHTS AND LICENSE

a. All intellectual property rights concerning OTRA, the Services including but not limited to the OTRA PMP, such as with regard to the name OTRA, the logo, the website, the app, the PMP, and the software (including source code) remain with OTRA. Any use (of the content) thereof, including their complete or partial multiplication, publication, copying, or storing of such content without prior written consent of OTRA is prohibited.

b. In consideration of Customer agreeing to abide by these Terms (and pay any fees as we will, from time to time, charge for the Platform), we grant the Customer a non-transferable, non-exclusive, revocable licence to use the Platform, for Customer’s internal business purposes, subject to these Terms, the Service Agreement and the Privacy Policy, incorporated into these Terms by reference. We reserve all other rights.

c. OTRA does not claim ownership of any information which you submit, disseminate, or otherwise make available through the Services or communicate to OTRA (collectively “Customer Data”). However, subject to OTRA’s Privacy Policy, you hereby grant to OTRA a worldwide, royalty-free, perpetual, non-exclusive, sublicensable, and transferable license to use, distribute, reproduce, modify, adapt, publicly perform, and publicly display, in whole or in part, Customer Data for the purpose of providing and improving the Services; and (b) internal usage, including but not limited to, data analytics so long as such data is anonymous and aggregated with other Customer and End-Users data.

d. Except as expressly set out in these Terms or as permitted by any local law, Customer agrees:

  • not to copy the Platform or any content except where such copying is incidental to normal use of the Platform, or where it is necessary for the purpose of back-up or operational security;
  • not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Platform or any content;
  • not to make alterations to, or modifications of, the whole or any part of the Platform, or permit the Platform or any part of it to be combined with, or become incorporated in, any other programs;
  • not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Platform or attempt to do any such thing except to the extent that such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Platform with another software program, and provided that the information obtained by Customer during such activities: (i) is used only for the purpose of achieving inter-operability of the Platform with another software program; (ii) is not unnecessarily disclosed or communicated without our prior written consent to any third party; and (iii) is not used to create any software that is substantially similar to the Platform;
  • to include our copyright notice on all entire and partial copies you make of the Platform on any medium; and
  • not to provide or otherwise make available the Platform in whole or in part (including object and source code), in any form to any person without prior written consent from us.

 

XVIII. MISCELLANEOUS

a. Translation: We may translate the original English version of these terms and conditions into other languages. The translated version is a courtesy translation only. This means that you cannot derive any rights from the translated version. In case of any dispute about the contents or interpretation of the translated version, the English language will prevail.

b. Terms and conditions: If an inconsistency or discrepancy should exist between the English version of these Terms and any local language version, the English version shall prevail.

 

XIX. APPLICABLE LAW AND DISPUTES

a. The Agreement, these terms and conditions and the provision of our Services shall be governed by Belgium Law. The parties recognize this choice in application of Article 3 of Regulation (EC) N° 593/2008 of the European Parliament and of the Council of 17 June 2008 on the Law applicable to contractual obligations (Rome I).

b. Any disputes relating to this Agreement, or any further agreements, regardless in which country such agreements are fully or partially executed, falls within the exclusive jurisdiction of the competent courts of Leuven, Belgium.