Terms of Service

Last updated May 1st 2021.

Recitals

• Urb-it London Ltd, Company registered under the number 09999823, having its registered office 24 Old Queen Street, London SW1H 9HP, United Kingdom (hereinafter, "Urb-it"). 
• These Terms of Service govern the conditions in which Urb-it offers and allows the Merchants (as defined below) to use the Urb-it Business Portal or API to order Urb-it deliveries. Urb-it Couriers travel exclusively on foot and by public transportation, bicycle (or cargo-bicycle). 
  

• Urb-it strives to conduct its business in accordance with the corporate environmental and social responsibility values which form a core part of its business model. Urb-it is a Certified B Corporation®.
  

• These Terms of Service are applicable to services offered and performed by Urb-it in the United Kingdom according to the geographical scope defined by the Business Portal and API. 

1. Definitions

• "API": an automated programming interface allowing the Merchant to systemise the ordering of Deliveries.
  

• "Business Portal": intermediate platform (available at the following URL: www.business.urb-it.com) through which the Merchant can manually enter the information required to order a Delivery.
  

• "Confidential Information": any information relating to the performance of the service, including, but not limited to, the pricing conditions applicable, the contact details and information relating to the Recipient, the hub, and any password associated with the use of the Business Portal or the API.
  

• "Delivery": service performed by Urb-it including the pick-up of the Product(s) at the address specified by the Merchant through the Business Portal or API, its transfer and handing to the Recipient, and any other related services performed by Urb-it in view of delivering the Product(s) to a Recipient ("Deliver", "Delivered" and "Deliveries" shall be construed accordingly). 
  

• "Merchant": a company or person that requests Urb-it's services to Deliver its Products via the Business Portal or the API.
  

• "Price": an amount in GBP (excluding taxes) charged by Urb-it to the Merchant for the performance of a Delivery.
  

• "Product": an object which is to be Delivered to the Recipient as requested by the Merchant via the Business Portal or API.
  

• "Recipient": a person whose identity and address are provided by the Merchant and to whom the Product is to be Delivered.
  

• "Specific Terms of Service": when applicable, the specific terms of service provided by Urb-it to the Merchant and signed by the parties.
  

• An Urb-it Courier t courier that performs the urban Delivery of Products on behalf of the Merchant.

2. Shipping Policy

2.1. Our Couriers deliver in person and do not use motor-driven vehicles. Instead, our Urbers use the local public transport, bike and walk. 

2.2. The Products, including their packing, must not exceed a volume of zero point twenty five (0.25) cubic meter, a net weight of ten (10) kilogram and their maximum linear dimension must be less than one hundred (100) centimetres.

2.3. Urb-it does not deliver the following Products (this list is not intended to be exhaustive):

• Animals and regulated species: Animals, prohibited seeds, plants or organisms in danger of extinction
• Copyright media and software: Unauthorised copies of media, and other licensed or protected materials
• Drugs: Illegal drugs, and drug accessories
• Hazardous material or devices: Toxic, flammable, and radioactive materials and substances
• Illegal/Stolen goods: Materials, products, or information promoting illegal goods or enabling illegal acts
• Offensive goods: Materials that slander or defame or promote the slander or defamation of any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factor
• Weapons: Firearms, ammunition, and other items including but not limited to firearms
• Unauthorised goods: Replicas, imitations or counterfeits of designer or other goods

2.4. Urb-it performs Deliveries only to geographical areas accepted by the Business Portal or API at the time of creation of the order for Delivery by the Merchant. Urb-it reserves the right to refuse Delivery to certain addresses such as public institutions including, but not limited to, schools or University campuses.

2.5. In respect of Products which are prohibited to be sold, distributed to, consumed and/or used ("Use") by minors, the Merchant shall verify that the Recipient is of the age required by law for such use prior to procuring the services of Urb-it pursuant to these Terms of Service in respect of such Product.

2.6. If the Merchant fails to comply with the above requirements, Urb-it reserves the right to refuse Delivery without any liability.

2.7. For delivery of age restricted goods, Urb-it practice a Challenge 25 policy, wherein, if a recipient looks under 25, Urb-it will request that they present a relevant ID. Should no satisfactory ID be presented, Urb-it will not handover the delivery.

3. Ordering A Delivery

3.1. The Merchant shall access the Business Portal using the URL referred to in Article 1 or, as the case may be, shall set up an API interface, directly or through another party. It is the responsibility of the Merchant to provide, by manual entry or computer programming, all the information and contact details required to complete the Delivery. 

The following information is required by Urb-it to collect the Product at the Merchant's premises:

• Address of collection of the Products, and when necessary with special instructions (access code, floor, etc..) to facilitate pick-up; 
• The quantity and nature of the Products as well as their value or price; 
• Where appropriate, the references of the Delivery order for the Merchant. 

The following information is required by Urb-it for Delivery:

• Address of the Recipient, and when necessary with special instructions (access code, floor, etc..) to facilitate Delivery by the Courier;
• Identity of the Recipient; 
• Telephone number or email address of the Recipient. 

The Merchant shall ensure that the information entered is accurate, up-to-date and obtained lawfully.

3.2. The Merchant may select, depending on availability, the day of Delivery from one of the following three services: 

• Delivery on the same day;
• Delivery on the next day;
• Delivery on a later, nominated day, within fourteen (14) days from the date of order creation.

For each of these Delivery services, the Merchant may choose one of the following options for the time of Delivery: 

• At a time slot (“Slot”). In this case, Urb-it agrees to Deliver the Product within the time slot selected by the Merchant;
• At a Specific time (“Specific”). In this case, Urb-it shall deliver the Product within five (5) minutes of the time displayed and available on the Business Portal or the API and selected by the Merchant;
• For same-day Deliveries and from Business Portal only, the Merchant may choose the “Now” Delivery option. In this case, Urb-it shall deliver the Product as soon as possible subject to the availability of Couriers, as displayed or communicated via the Business Portal or API;

3.3. After validation of the collection and delivery information, the Delivery order is created. When the Delivery order is created the Merchant is deemed to have accepted the terms and conditions of these Terms of Service. Urb-it shall perform the Delivery upon confirmation of the Delivery order sent to the Merchant.  

3.4. The Merchant agrees to use the Business Portal or API for lawful purposes and in accordance with the specifications of the API documentation available on the website Urb-it: https://developer.urb-it.com/. Otherwise, Urb-it reserves the right to immediately suspend access to its services.

4. Performance Of A Delivery

4.1. Delivery tracking interface

Urb-it shall provide the Recipient with an interface for monitoring the Delivery in real time (sent via sms). 

The interface monitoring the Delivery which is made available to the Recipient may be disabled by Urb-it upon request from the Merchant.

4.2. Modification of a Delivery

Any request from the Merchant for modification of the Delivery details (delivery time or address) must be made at least two (2) hours before the initially scheduled Delivery time. 

This request must be made by telephone or e-mail to Urb-it's customer service at londonsupport@urbit.com, or by using the contact information provided by Urb-it and available on the Business Portal or the API.

If a modification is requested less than two (2) hours prior to the time of Delivery to the Recipient, Urb-it reserves the right to charge additional costs arising therefrom.

4.3. On-time Delivery

Urb-it shall strive to always Deliver on time in accordance with the option selected by the Merchant ("Slot", "Specific", "Now").

Urb-it undertakes to keep the Merchant and the Recipient informed of any delays as soon as possible in respect of the Delivery of the Products.

4.4 Returns

If Products must be returned, for example as a result of a failed or refused Delivery to the Recipient, as contemplated in Appendix 1, Urb-it may:

• Return the Products to the Merchant (provided that the Merchant's store, warehouse or point of sale is open during Delivery hours). In this case, any other Delivery of the same Products should be requested through the Business Portal or the API ;
  

• If the Merchant's store, warehouse or point of sale is closed, retain the Products so that a new Delivery attempt may be made, subject to an additional fee being paid by the Merchant to Urb-it. Urb-it shall not be responsible for the condition of the Products if it is kept overnight as the Merchant is responsible for the preparation, packing and wrapping of the Products;
  

• If none of the above options are possible, Urb-it shall be entitled to dispose of the Products after informing the Merchant.

4.5 Cancellations

The Delivery cannot be cancelled once it has been assigned to or accepted by a Courier. The Price remains fully payable for any cancellation made less than two (2) hours before the originally scheduled Delivery time.

4.6 Missing Items

In the event of Products missing from the Delivery order to the Recipient, the Merchant remains solely liable to the Recipient in connection with any claims arising therefrom and Urb-it shall have no liability to the Recipient and the Merchant in connection therewith.

No refund will be made for items missing at the time of Delivery if this is the result of a defect in Product packing by the Merchant.

If an additional service is required to Deliver the missing items, Urb-it shall be entitled to request payment of additional fees in relation to this new Delivery. 

4.7 Failures and incidents affecting Delivery

In case of lost Products, damaged Products or failed Delivery, Urb-it will take the actions set out in Appendix 1.

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5. Data Protection

Urb-it processes personal data in accordance with the data protection regulations and as specified in its Privacy Policy.

6. Price - Payment

6.1. The Price is displayed on the Business Portal or by the API after a Delivery request is made at the time of the Delivery order, prior to its validation by the Merchant. 

6.2. Each month, Urb-it will send the Merchant a summary report of the Deliveries completed by the Couriers during the previous month. An invoice for all Deliveries made will be sent to the Merchant by Urb-it together with the Deliveries summary report.

6.3. Unless additional payment terms are agreed in writing between the parties and included in the invoice, any payment must be made no later than the fourteenth (14th) day of the invoice date. If payment is not made by the due date interest shall be charged on the late payment without notice and shall be payable without reminder. If payment is not made by the due date statutory interest (8% plus the Bank of England base rate) shall be charged on the late payment without notice and shall be payable without reminder.

6.4. In case of non-payment in accordance with Article 6.3, Urb-it reserves the right to suspend the Merchant's access to its service pending full payment of the outstanding sums.

6.5. The use of Urb-it's additional services (such as the use of an Urb-it urban hub or first-mile services) may be subject to the payment of additional fees as set out in the Specific Terms of Service. 

6.6. The Price is due by the Merchant even in the event that a Courier is unable to collect the Products from the Merchant or is unable to reach the Recipient and, in general, when the Delivery could not be completed due to acts or omissions beyond the control of Urb-it under the conditions specified in Appendix 1.  

6.7. Urb-it reserves the right to change the pricing conditions periodically. In such event, Urb-it will notify the Merchant of the change in pricing conditions at least one (1) month prior to the change coming into effect. 

6.8. The Price displayed on the Business Portal or communicated by the API is exclusive of tax. VAT at the rate of twenty percent (20%) shall be applied.

7. Liability

7.1. Notwithstanding the provisions set out in Article 4 but subject to Clause 7.2, Urb-it may be held liable for any damage to or loss of the Products provided that such damage or loss occurred during the Delivery period was not due to the acts of a third party, an act of force majeure or the negligence of the Merchant or the Recipient. 

7.2. For the purposes of this Article, force majeure shall include, but is not limited to, any errors or inaccessibility of telecommunications networks and infrastructures, general strikes, fire, flood, failure or malfunction of the Business Portal or API, restrictions on the circulation of persons ordered by an administrative or State authority.

7.3. Notwithstanding any other provision in these Terms of Services and the Specific Terms of Service (if any), the liability of Urb-it to the Merchant in connection with any damage to or loss of the Products or any delay in delivery thereof or any damage, loss or costs incurred by the Merchant in connection with services provided by Urb-it under these Terms of Service and the Specific Terms of Service (if any) will be limited to a maximum amount of one thousand pounds (GBP 1,000) per Delivery.

7.4. The implementation by Urb-it of any actions set out in Appendix 1 of these Terms of Service (for example dealing with failed Deliveries and incidents affecting a Delivery) shall not be interpreted as a waiver of the limit of liability set out in Article 7.2. 

7.5. Urb-it shall in no event be liable to the Merchant, and the Merchant undertakes to hold harmless and indemnify Urb-it against all claims made by the Recipient and/or third parties for (i) loss of profits, consequential losses, goodwill, anticipated profits, loss of contracts or data; (ii) losses resulting from acts or omissions of the Merchant, the Recipients or any other third party; (iii) any pure economic loss, costs, damages, special, indirect or consequential charges or expenses ; and (iv) any breach of any obligation if such breach results from an event beyond Urb-it's reasonable control (including but not limited to, failure or unavailability of telecommunications networks and failure or defects in the Merchant's software and systems, or restrictions on the circulation of persons ordered by an administrative or State authority).

7.6. It is exclusively the responsibility of the Merchant to provide and supply packing that guarantees the safety of the Courier and the protection of the Products (including withstanding the conditions of transport and the weather conditions that can reasonably be expected depending on the season) for the entire duration of the Delivery. Urb-it shall not be held liable for any loss, damage or delay that is attributable to a defect and / or inadequate preparation or packing of the Products in accordance with applicable regulations, rules the art and/or inherent defect of the Products. 

8. Claims

8.1. Any request for refund of the Price because of a late Delivery and any claim relating to the performance of a Delivery must be made within seven (7) days of the Delivery or the date initially planned for the Delivery and sent to claims@urbit.com. It is the responsibility of the Merchant to provide all information and documents in support of its claim (Delivery number, photos, invoices and any supporting documents). 

8.2. Claims relating to lost Products, damaged Products or failed Delivery shall be dealt with in accordance with Appendix 1. 

8.3. Claims will be accepted or rejected by Urb-it within two (2) working days of the date the claim is received by Urb-it. If a claim is accepted by Urb-it, the Price (or part thereof) will be refunded to the Merchant's account within thirty (30) days of the date of acceptance.

9. Intellectual Property

9.1. Urb-it and the Merchant respectively own or have the rights of use and/or all required licenses to use all intellectual property that they required in order to conduct their business.

9.2. Unless otherwise requested at londonsupport@urbit.com, the Merchant agrees: 

• that the Urb-it logo shall appear on the Delivery monitoring interface sent to the Recipient; and
  

• that Urb-it shall display the logo of the Merchant on its website and / or on other communication medium. 

10. Confidentiality

10.1. The Merchant agrees not to disclose to any third party any Confidential Information made available to it when subscribing to these Terms of Service and when using the services provided by Urb-it it in accordance with these Terms of Service (and the Specific Terms of Service, if any, to the extent applicable). Disclosure shall be permitted (to the extent required) when such disclosure is required by law or regulation or where such disclosure is required by an order of any court of competent jurisdiction or any regulatory, judicial, governmental or similar body. 

10.2. When the Merchant no longer uses the services provided by Urb-it, the Merchant shall return or destroy all Confidential Information that has been disclosed to it during the use of the services provided by Urb-it in accordance with these Terms of Service (and the Specific Terms of Service to the extent applicable).  

10.3. Urb-it shall not disclose any information in connection with the activities of the Merchant except where it is required to do so by law or regulation or where such disclosure is required by an order of any court of competent jurisdiction or any regulatory, judicial, governmental or similar body. 

11. Modification

Urb-it reserves the right to modify these Terms of Service. Urb-it will notify the Merchant by e-mail of any modification made to the Terms of Service at least one (1) month prior to the modified Terms of Service taking effect. 

12. Applicable Law And Dispute Resolution

These Terms of service are governed by the laws of England and Wales. 

In case of any dispute arising from the interpretation or enforcement of the Terms of service, Urb-it and / or the Merchant will attempt to find an amicable resolution. The Courts of England and Wales have exclusive jurisdiction. 

13. Miscellaneous

13.1. In case any provision in this Terms of Service shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

13.2. In the event of any conflict between these Terms of Service and the Specific Terms of Service (if any), the terms of the Specific Terms of Service shall prevail. 

13.3. A person who is not a party to these Terms of Service shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms of Service, including any amendment or variation and the documents executed pursuant thereto.

13.4. If Urb-it on any occasion agrees to waive any such right, power or remedy, such waiver shall not in any way preclude or impair any further exercise thereof or the exercise of any other right, power or remedy.

13.5. These Terms of Services together with the Specific Terms of Service, if any, constitute the whole agreement between the Urb-it and the Merchant and supersede any previous arrangement, understanding or agreement between them relating to the subject matter of these Terms of Services and the Specific Terms of Service (if any). The Merchant acknowledges that in entering into these Terms of Service and the Specific Terms of Services (if any) it has not relied on any warranty, representation or assurance (written or oral, express or implied) by Urb-it to these Terms of Service and the Specific Terms of Services (if any). Nothing in this Article shall limit or exclude liability for any representations made fraudulently. 

Appendix 1 - Actions In The Event Of Failed Delivery Or Incidents Affecting A Delivery

Conditions of refund in the event of an incident affecting a delivery

In the event of lost Product(s), damaged Product(s), or failed Delivery, and whenever reference is made to this Appendix in the Terms of Service, the following terms shall apply. 

Whenever reference is made to the refund of the Product in the tables below, such refund shall be made in accordance with the following conditions: 

• If the actual value of the Product is known, and subject to the Merchant producing documentary evidence to Urb-its' reasonable satisfaction of the Product's actual value, the refund shall be equal to the price paid for the Product by the Merchant (excluding the Merchant's margin, mark-up or any profit element placed on the Product by the Merchant).
  

• In the event of an unknown actual value of the Product, the refund shall be made up to 60% of the price (including tax) paid by the Recipient.
  

• If no information on both the price paid by the Merchant and the price paid by the Recipient is available, the refund shall be GBP 10 per kilogram. 
  

Notwithstanding any other provision contained in these Terms of Service, the refund of the Product and the Delivery Price shall not exceed the limit set out in Article 7.2 of these Terms of Service.

‍Lost products

For lost Products, the following shall apply:

Damaged products

For damaged Products, the following shall apply:

Failed deliveries

Should Urb-it be unable to Deliver a Product, it will be marked as failed and the following shall apply: