This agreement (hereinafter referred to as “the Agreement”) establishes the framework governing the relationship between THE MOBILITY FACTORY, SCE, and its members (referred to as “Member” or “Members”) who utilize TMF’s platform to provide services. These services are accessible through:

• The website can be reached via the domain name themobilityfactory.coop and its associated subdomains.
• Websites that are linked through domains owned by the member.
• Customized applications (APPs) are available through TMF’s APP store on Google Play Store and Apple APP Store.

Members access these platform services and goods through the website, as well as orders placed via email or through THE MOBILITY FACTORY’s web shop on Odoo: https://odoo.themobilityfactory.coop/shop.

The parties to this Agreement are collectively referred to as “the Parties,” including THE MOBILITY FACTORY, SCE, and the Members.

The Statutes and Internal Rules of the cooperative further define the relationship between The Mobility Factory (TMF) and its members. These governing documents are readily accessible to all interested parties and can be found at the following web address: https://docs.themobilityfactory.coop/docs/coop/coop-docs.

In cases of conflict, the Statutes and Internal Rules take precedence over this Agreement.

1. General Information

• Owner: THE MOBILITY FACTORY SCE (hereinafter referred to by its trade name, “TMF“).
• Registered office and place of business: Milcampslaan 105 Schaarbeek, Brussels. Belgium.Tax identification number: BE0717984991.
• E-mail: info@themobilityfactory.coop
• Telephone: + 32 2 828 04 15.

Registration data: Registered in the Belgian Official Journal in Brussels on 11th January 2019.

2. Contents and services linked through the TMF Platform

The TMF Platform or the websites linked through the Mmebers may contain technical linking devices, directories, and even search tools that allow the Members to access other Internet pages and portals (hereinafter, “Linked Sites“). In these cases, TMF will only be responsible for the contents and services provided in the Linked Sites to the extent that it knows their unlawfulness and has not disabled the link to them with due diligence. If the Member considers that there is a Linked Site with illegal or inappropriate content, he/she may inform TMF.

In no case shall the existence of Linked Sites presuppose the formalization of agreements between TMF and the responsible or owners thereof, nor the recommendation or promotion of the Linked Sites and/or their contents by TMF. Unless otherwise expressly stated on the Platform, TMF is unaware of the contents and services of the Linked Sites and, therefore, is not responsible for the damages they may cause to the Member or any third party.

3. Intellectual and industrial property

All the methodology, models, and contents of the Software Platform, TMF Website, Web apps, and apps, including but not limited to texts, photographs, graphics, images, icons, technology, software, links, and other audiovisual or sound content, as well as its graphic design and source codes, are the intellectual property of TMF or third-party licensors. None of the exploitation rights recognized by the current legislation on intellectual property can be understood to be transferred to the Member.

The trademarks, trade names, and other distinctive signs published on the Platform are owned by TMF or third-party transferors and/or licensors without any right over them being transferred to the Member.

The intellectual property rights, including the reproduction, distribution, public communication, and/or transformation, in any type of medium or mode of exploitation, and industrial rights that may derive from the provision of the services agreed between TMF and the Member, are reserved exclusively and worldwide, without limitation in time, in favor of TMF.

The Software Platform shall be owned, managed, and developed by TMF for the exclusive access of its Members. The source code of the software platform is open only to the Class A Members of TMF. The Members shall not disclose the source code of the software Platform to non-members, except with the Board of TMF’s written consent and associated confidentiality agreements approved by the Board of TMF.

4. Contracting of services

4.1. Main characteristics of the services

The main characteristics of the goods and services offered through the Platform can be consulted in the descriptive card on the TMF Website with which they are presented. In addition, the Member may refer to all services offered in Annex 1 of this Agreement, which forms an integral part of this Agreement.

4.2. Purchase procedure

The language in which the contract can be formalized is English.

The procedure to contract the services through the Platform is as follows:

From the Odoo TMF Webshop, the Member has access to the description of some of the products and services offered by TMF and the price corresponding to each. All those extra services not described within the corresponding description for each product or service contracted will have an additional cost.

Specifically, the Platform services are ordered via petition and approved offer.

• Hardware is ordered via web shop or email.
• The development and configuration are ordered as an approved budget for several hours. In this case, TMF will invoice the hours spent. If TMF spends more than the budgeted hours, it will communicate with the member who contracted the services. Minor configuration changes up to 2 hours are performed without budget.

TMF will keep electronic proof of the contracting made by the Member.

 4.3. Order delivery

The Member will have access to the contracted services from the moment they contract them. However, the Member should note that there is always a period between when the supplier ships the devices and when they reach the Member.

 4.4. Price, payment methods, and shipping costs

The prices indicated for each good and/or service in its corresponding descriptive card do not include the Value Added Tax (VAT) and, in any case, are expressed by default in Euro currency (€). Unless expressly stated otherwise, these prices do not include additional services and annexes to the good or service purchased.

The payment methods available on the Platform are as follows: A quotation is sent first, and an invoice is sent later. The method of payment is always by bank transfer.

5. Complaints, claims, and requests for information

The Member may address its complaints, claims, and/or requests for information to TMF using any of the following ways:

By sending a letter to Milcampslaan 105 Schaarbeek, Brussels.

By sending an e-mail to the address:  info@themobilityfactory.coop.

Calling the telephone number + 32 2 828 04 15 from 09h to 17h, from Monday to Friday except holidays.

6. Responsibility

TMF shall only be liable for direct and malicious damages suffered by the Member, excluding loss of profit, only when they have been caused directly by TMF. TMF’s financial liability shall, in any case, be limited to the amount corresponding to the price paid by the Member for the last six-month period corresponding to the Service that has given rise to the claim.

The Member shall be liable for any damage caused directly by the Member or by users of the sustainable mobility service and shall hold TMF harmless.

If a material and culpable breach of contract, including a default of payment, TMF may temporarily or permanently and immediately exclude the relevant Member from the Services.

7. Confidentiality

The Parties undertake to maintain absolute confidentiality regarding the information and documentation that both Parties provide to each other or have access to during the provision of the Service. Both Parties undertake not to disclose, nor to use directly or indirectly, the information and knowledge acquired derived from the contractual relationship agreed between the Parties in other services that are not the object of this Agreement. The Parties undertake to take the necessary measures, both with respect to their employees and to third parties who may have any connection with the present Agreement, to ensure compliance with the provisions of this clause. Upon termination of this Agreement, the Member shall destroy all information relating to this relationship stored on any medium or reproduced by any process.

Such measures shall be no less than those each Party applies to its confidential information. They shall consist of:

a) Limit the use of confidential information to what is strictly necessary for the fulfillment of the purpose of this Agreement.

b) To grant access to confidential information only to those natural or legal persons who, in performing their services for the Parties, need such information for performing tasks for which such information is strictly necessary. To this end, each Party shall advise such natural or legal persons of their obligations with respect to the confidentiality set out in this clause and shall ensure that they comply with them.

c) Each Party undertakes to take the necessary measures, both with respect to its employees and to third parties who may have a connection with this Agreement, to ensure compliance with the provisions of this clause.

d) Communicate to the other Party any leaks of confidential information it has or becomes aware of. Such communication shall not relieve the Parties of any liability.

e) To respect the obligations contained in this clause during the entire term of this Agreement and even for two years after its termination for any reason.

Without prejudice to the obligations assumed by the Parties, the confidentiality obligations in this clause shall not apply to information for which a Party can provide evidence:

a) That it was already in the public domain at the time of disclosure.

b) Before gaining access to it by this Agreement, he already possessed it by lawful means.

c) That it had the prior written consent of the other Party to disclose the information.

A competent administrative or judicial authority has requested it, in which case the requested Party shall inform the other Party before complying with such a request.

8. Data protection

 8.1. TMF as Data Controller

TMF is the data controller for the processing of the following data of the natural persons who, providing their services to the Member, meet TMF to enable the maintenance, development, and management of the business relationship formalized by means of this document (contact persons), to whom the Member undertakes to inform of the full content of this clause.

Personal data will be processed for the following purposes:

• To enable the maintenance, development, and management of the business relationship formalized by means of this document. The data processed for this purpose will be kept as long as the business relationship is maintained and, once it has ended, for the legally stipulated periods of conservation and prescription of responsibilities. The legal basis for the processing is, in relation to contact persons, the legitimate interest of TMF in contacting the Member through them.

• To keep the Member informed, including by electronic means, about TMF products, services, and news. The data processed for this purpose will be retained until the Member opposes continuing to receive such communications and, thereafter, for the legally stipulated periods of retention and limitation of liability. The legal basis for the processing is TMF’s legitimate interest in keeping the Member informed. If you object to the processing of your data for this purpose, please send an email to info@themobilityfactory.eu.

For these purposes, the data may be communicated to the following third-party recipients: Public Administrations for fulfilling legal obligations and banking institutions for managing collections and payments. The data may also be communicated to the following categories of data processors: providers of electronic communications, office automation, hosting, housing, computer maintenance, management, accounting, auditing, consultancy, and legal representation. These providers may be located outside the European Economic Area. In these cases, TMF will have subscribed to the appropriate guarantees for the security of the transfer.

Data subjects may exercise their rights of access, rectification, erasure, restriction of processing, data portability, and object by sending their request to info@themobilityfactory.eu. Data subjects can complain with the corresponding supervisory authority if appropriate.

8.2. TMF as data processor

If TMF acts as Data Processor on behalf of the Member, both shall formalize the corresponding data processing agreement, including all the necessary information required by Article 28 of Regulation 2016/679 of the European Parliament and of the Council on the protection of individuals about the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC.

9. Assignment

The Parties may not assign their position under this Agreement, or any rights or obligations arising hereunder in their favor or at their expense, without the other Party’s written consent.

10. Non-existence of an employment relationship

This Agreement is purely commercial, and therefore, at no time shall there be any employment relationship between the Member and TMF or between the Member and the personnel that TMF dedicates to the provision of the Services that are the object of this Agreement.

11. Nullity and ineffectiveness of the clauses

If any clause in this Agreement is declared totally or partially null or ineffective, such nullity or ineffectiveness will only affect such provision or the part that is null or ineffective, subsisting this Agreement in everything else and considering such provision totally or partially not included.

12. Applicable law and competent jurisdiction

This Agreement shall be governed by and construed in accordance with Belgian law.

The Member and TMF agree to submit any dispute arising from using the TMF Platform or contracting goods and/or services carried out through the same to the Courts and Tribunals of Brussels, expressly waiving any other jurisdiction that may correspond to them.

                           Annex I. Services

SOFTWARE AS A SERVICE

1. The Setup of the instance covers the first implementation & training. Further adaptations & extensions are charged separately. The setup phase comprise

a) Two meetings for requirement definition

b) Initial platform configuration

c) One training session with staff

d) A pilot phase.

e) Adaptations to platform configuration during the pilot phase

2. The yearly price depends on the number of vehicles and is independent of instance size, the complexity of the price model/and the number of onboarding flows.

a) According to the current price list decided by the TMF board.

b) Price changes must be approved by the TMF board and communicated three months in advance.

3. The yearly fee includes:

a) The functionality of the current TMF production platform version

b) The maintenance of the TMF platform as part of the platform service

c) Server provision

d) Server maintenance and regular updates

e) APP provision

f) APP maintenance and regular updates (IOs and GOOGLE app store)

e) Required adaptations to changing APIs from connected services (Invoicing, payment)

f) Understanding and resolving support-submitted bugs

g) Investigation regarding anomalies caused by bugs.

h) Investigation regarding anomalies resulting in an incident.

i) Simple requests that may result in new development opportunities (tasks in the exploration stage.

The yearly fee does not include (it is invoiced after acceptance of quotation)

a) Requests leading to configuration changes on the platform.

b) Requests result in explanations of platform behavior this way.

c) Requests that result in generating specific data export.

d) Correcting data in the database manually or via script

e) Investigations on how TMF could improve the platform to solve a need from a member cooperative.

The assistance covers:

a) Access to TMF support email for member staff/admins

b) Reply by email within two working days.

c) Access to telephone hotline 18h/7d for urgencies for member staff and admins

ACQUISITION AND RETURN OF HARDWARE PRODUCTS OR INTEGRATION OF NEW HARDWARE

1. GENERAL CONDITIONS

i. Start service.

a) The set-up cost invoice when the order is placed.

b) The monthly fee is invoiced after the first full month of service.

c) Minimum service time: one year.

ii. End service (end of hardware usage).

a) At the end of every month, notice at least two weeks in advance.

b) An end-of-service fee might apply, limited to four monthly rates.

c) No service fee is charged if the end service request is placed four months in advance.

iii. Pause service (hardware remains in stock at member location).

a) Every month (end of quarter), notice at least 2 weeks in advance.

b) Member disconnects the hardware from the platform (control center)

c) Reduced service fee applies during the pause.

iv. End of pause service.

a) When Hardware products are reconnected to the platform, the pause ends.

2. HARDWARE -SPECIFIC CONDITIONS

Currently, there are three types of hardware, although others can be added later. The CloudBoxx, bicycle lock, and garage access system.

i. Cloudboxx

a) Hardware has to be returned to TMF in the correct state at the end of service.

b)There is the end of the service fee.

c) A reduced fee is applied during the pause service.

d) The initial fee includes access to the support documentation.

e) The initial fee includes remote support during installation.

f) The initial fee does not include the shipping costs of the hardware.

g) The initial fee does not include the installation of the hardware.

h) The monthly fee includes remote support for connectivity issues.

i) The monthly fee includes regular firmware updates.

 ii. Ilock

a) For GPS lock, we provide the tracking service.

b) There is no end-of-service fee.

c) The initial fee includes access to the support documentation.

d) The initial fee includes remote support during installation.

e) The initial fee does not include the shipping costs of the hardware.

f) The initial fee does not include the installation of the hardware.

g) The monthly fee includes remote support for connectivity issues.

h) The monthly fee includes GPS tracking service in case of robbery (when supported by the version).

iii. Garage door

a) There is no storage fee.

b) There is no end-of-service fee.

c) The initial fee includes access to the support documentation.

d) The initial fee includes remote support during installation.

e) The initial fee does not include the shipping costs of the hardware.

f) The initial fee does not include the installation of the hardware..

g) The monthly fee includes regular firmware updates.

h) The monthly fee includes remote support for connectivity issues.

CONSULTING, PROGRAMING, AND ADAPTATIONS

1. TMF consulting services can be acquired when a unique adaptation is required for the instance of a cooperative or when there is a need to develop a new application within the TMF ecosystem. Contracting of these services includes

a) Budget according to the time estimated for the tasks.

b) Monthly billing of real effort in time.

c) Monthly review of time budget.

2. All outcomes are part of the TMF platform.

3. All the work outcomes become part of the TMF ecosystem. Therefore, before starting the work, an attempt is made to find other partners with the same needs to share the bill.

4. TMF also offers other services, among which are:

a)Training in the use of the Control Centre.

Investigation, e.g., finding out the position of a specific car in the last 24 hours.