General Terms & Conditions UIRR CDM

1. The owner of the UIRR Code Data Management system (“CDM”) and correlating data

We are: International Union for Road-Rail Combined Transport, cooperative company, with its registered office at rue Montoyer 31/11 in 1000 Brussels, Belgium, registered in the Belgian Crossroads Bank for Enterprises under the number 0443.774.307 (hereafter “UIRR” or “we”):

• E-mail address: headoffice.brussels@uirr.com
• Website: cdm.uirr.com
• VAT Number: BE0443.774.307

2. Subject and overall purpose of these Terms

2.1 These terms and conditions (the “Terms”) lay down the conditions governing all uses of the CDM that is made available by UIRR via the cdm.uirr.com (hereafter the “Website”) and all related services and software.

2.2 The CDM is in principle open to everyone, requires simple registration formalities, focuses on informative use and may contain codes as e.g. customs, waste, dangerous goods, terminals , etc. Every visit and/or use of to the CDM, the Website or related services provided by UIRR implies that the user thereof accepts these Terms, including also the referred Privacy and Cookie Policies.

3. Legitimate use, applicable conditions and limitations

3.1 Any person and/or legal entity that provides data to UIRR for inclusion in the CDM and/or the Website and any person and/or legal entity that uses the CDM and/or the Website is to be regarded as a user for the purposes of these Terms and agrees, by doing so, to be bound by these Terms.

3.2 Users explicitly agree to refrain from attempting or engaging into the following activities while using the CDM and/or Website:

1. Sending spam or other unsolicited e-mails or messages;

2. Uploading or spreading viruses, malware or other malicious software through the CDM or Website;

3. Impersonating another person or entity or otherwise misrepresenting their affiliation with a person or entity, hiding or attempting to hide their identity;

4. Harassing, slandering, misinforming, insulting or abusing other users;

5. Interfering with the proper functioning of the CDM or Website in any way; and

6. Interfering with or compromising the system integrity or security or deciphering any transmissions to or from the servers running the CDM or Website.

3.3 Users represent and warrant towards UIRR that all data and content that they upload on the CDM and/or Website will be correct, complete and lawful. Users agree that they will not post or otherwise provide any data or other content that is or might be incorrect, false, inaccurate, misleading, libelous, defamatory, privacy-breaching, or otherwise unlawful.

3.4 The user warrants towards UIRR that it/he/she has the right to provide the data to UIRR and that such data may be further used by UIRR for the CDM and outside the CDM without breach of any laws or rights or third parties. This includes the right for UIRR to publish and share such data with third parties and to exploit or commercialise such data.

3.5 By providing data to UIRR, the user agrees that all rights and interests (including any intellectual property rights and in particular any copyright and database rights) in such data are transferred to UIRR, to the fullest extent possible. The user accepts full responsibility and liability for all Data published and agrees that UIRR will not be responsible or liable with regards to the publication or further use or transfer of such data (whether inside or outside of the CDM).

3.6 Users waive, to the fullest extent permitted under applicable law, their moral rights on the data and other content posted on the CDM or Website. Users promise not to assert such moral rights or any other intellectual property or publicity rights against UIRR, its sub-licensees, or its assignees.

3.7 UIRR has the right, but not the obligation, to screen data uploaded or posted by users on the CDM and Website. UIRR reserves the right to remove or delete any content that it believes violates these Terms or any law or regulation or that it believes might be harmful to UIRR, the users or any third party. UIRR will not be deemed responsible or liable for any data or content uploaded by users on the CDM or Website or for the removal of such content.

3.8 The listing of any information, data or content on the CDM and Website does not constitute an endorsement or recommendation thereof by UIRR. The details of the identified “contact person” by the use who provided such date can be published on the CDM.

3.9 UIRR reserves the right to block access or suspend any user account of a user, unilaterally, immediately, and without forewarning, for any user who fail to observe these Terms or the Privacy & Cookie Policies. Every user and user is solely responsible for the activity that occurs on its account. Any physical person that creates an account in the name of a moral person or company must be duly authorised to do so. The password and login details to upload information to the CDM are strictly personal to the user. A user may not transfer, communicate or sell these (personal) details to other persons.

3.10 UIRR reserves the right to take any action regarding the CDM or the Website if UIRR believes such action is necessary or appropriate because the user endangers the CDM or the Website or jeopardises the liability of UIRR or a third party or because the user violates applicable laws or these Terms.

3.11 The user must indemnify UIRR (and other users or third parties) for any breaches by the user (or through the user's account) of these Terms, or of the rights of UIRR, other users, third parties, or the law. Every user is responsible for its interactions with other users. UIRR reserves the right to monitor disputes between users, without having an obligation to do so. UIRR cannot be held liable for the (mis)conduct by users towards other users.

3.12 At any time and without notice, UIRR is allowed to change the CDM or the Website, partially or in whole, to a specific user or to users in general; to create usage limits; and to sell or transfer data, the CDM or the Website (or parts thereof) or the contractual relationship with the user to a third party.

3.13 The users are solely responsible for the suitability and maintenance of their technical material such as computer, Internet access, etc. The users are also solely responsible for installing and updating antivirus systems, firewalls, and other protective technologies to prevent material damage.

3.14 The user hereby agrees to indemnify and hold UIRR and its employees, agents, affiliates, assignees and licensees harmless from and against any and all damages, claims, expenses, costs or fees arising from or in connection with the data provided by the user, and in particular with regard to any alleged breach of these Terms or the violation of any law or the rights of a third party (including claims regarding intellectual property rights and including claims regarding UIRR’s use of the data in or outside the CDM).

3.15 Under no circumstances or legal grounds (including contractual breach, tort, negligence, breach of statutory duty, hidden or latent defect, or otherwise) will UIRR be responsible or liable towards an user or a third party for any form of direct, incidental, special, indirect or consequential damages resulting from or in connection with these Terms, the CDM, the Website, any services derived thereof or provided in relation thereto, or the unavailability or malfunction thereof, including but not limited to loss of income, loss of profit, loss of cargo, loss of opportunity or sale, lost benefits, lost savings, losses incurred due to business stagnation, loss of goodwill or reputation, losses suffered by clients or partners, loss of data or communication, even if the possibility of such damages has been reported.

3.16 Users acknowledge and accept that the Website the CDM and any correlating services provided by UIRR are provided “as is”, and that neither UIRR nor any of its employees, directors, contractors, partners, affiliates, licensors or service providers make any representations or warranties to the users or third parties regarding the usability, condition or operation thereof. UIRR and its employees, directors, contractors, partners, affiliates, licensors and service providers will not be liable for any claims related to (un)availability, (un)accessibility, (in)compatibility or (in)accuracy of the Website/services/CDM or related to the (in)security of the Website/services/CDM. In particular, UIRR and its employees, directors, contractors, partners, affiliates, licensors or service providers will not be liable for any damage (whether direct or indirect damage) related to breach of security, hacking, viruses or other malicious software, burglary in communication systems, bugs, errors, theft of data, loss of data (including loss of login data), breach of privacy, spamming, damage to hardware devices, delays or disruptions, etc. Under no circumstances will UIRR be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Website/services/CDM or a user’s account.

3.17 To the maximum extent permitted by applicable law, UIRR will not be liable nor responsible for:

1. errors, mistakes, omissions or inaccuracies of data, items or other content posted in the CDM;

2. defamatory or offensive language or content posted by users/third parties in the CDM;

3. user comments posted in the CDM or Website;

4. incorrect information of the identity or contact information, e.g. when a user’s identity appears to be false;

5. illegal conduct of any third part in relation to the CDM;

6. any interruption or cessation of transmission to or from the CDM or any unavailability of the CDM, Website or related service;

7. any bugs, viruses, malware, or the like that may be transmitted to or through the CDM, Website and related services;

8. unauthorised access to or use of the user’s account or our servers and/or (personal) information stored therein;

9. external links to other websites posted in the CDM, Website and relating services; and

10. personal injury or property damage, of any nature whatsoever, resulting from the aaccess to or use of the CDM, Website and related services.

3.18 Any data, information or content downloaded or otherwise obtained through the use of the CDM, Website and related services is downloaded at the user’s own risk. The user will be solely responsible and liable for any damage to computer systems, mobile devices, IT systems, or loss of data that results from such download or use.

3.19 Subject to the other paragraphs in these Terms, UIRR’s liability and the liability of any employees, directors, contractors, partners, affiliates, licensors or service providers of UIRR, in contract, pre-contract, tort or otherwise arising out of or in connection with these Terms or their termination shall in each case be limited in aggregate to €1.000 (thousand euros).

3.20 If any use is made conditional by UIRR to a payment by the user, the user who decides to purchase the correlating right of use must pay the correlating price within the correlating time limit. Payment terms can be updated by UIRR at any time. Amounts that remain unpaid as of maturity date will automatically and without notice generate a late payment interest of 12% annually, as well as a lump sum indemnity of 10% of the amount that remained unpaid (with a minimum of 250 euros).

4. Special Terms relating to privacy

4.1 UIRR is dedicated to establishing trusting relationships with its users, based on respect for personal identity and information. Users consent to the processing and disclosure by UIRR of the personally identifiable information that they provide to UIRR for purposes of the optimal functioning of the CDM, Website and related services.

4.2 To demonstrate commitment to user privacy, a Privacy & Cookie Policy has been developed which is deemed to be an integral part of these Terms, a current copy of which is available at cdm.uirr.com. If privacy practices are to be changed, those changes will be posted in the Privacy & Cookie Policy of our Website.

4.3 The information will be used in accordance with the Privacy & Cookie Policy under which the information was collected. If, however, it is intended to process users’ personally identifiable information in a manner that differs from that stated at the time of collection, the user will be notified via email and its/his/her permission sought before doing so. In addition, if any material changes are made to our privacy practices that do not affect user’s information already stored in the database, a prominent notice will be posted in the Website notifying users of the change. In some cases, when a notice of changes to the Privacy & Cookie Policy will be posted, it will also be notified by e-mail to those users who have opted to receive e-mail communication

4.4 By providing UIRR with his/her e-mail address or other contact information, every user gives UIRR permission to use that e-mail address to send it/him/her Service-related notices. In addition, the user can choose to be kept up to date with news, special offers and other updates regarding the CDM, Website and related services, and to receive the UIRR newsletter, if he/she has opted to receive such messages. If a user no longer wishes to receive such messages, it/he/she can choose to unsubscribe from such messages at any time by sending an e-mail to support.cdm@uirr.com.

5. Special Terms relating to intellectual property rights (IPR)

5.1 UIRR is the exclusive owner of the intellectual property rights attached to the CDM and Website, also encompassing the name and logo “UIRR”. The user undertakes to refrain from copying, transcribing, reproducing, disseminating, duplicating, publishing, licensing out, running, transferring, reselling or in any other manner using the totality or the component parts making up the CDM, Website and related services (or a part thereof) in any way and in any form whatsoever. These component parts relate inter alia to the brand names, trademarks, texts, software, databases, data, forms, trade names, product names, logos, graphic components, photo’s, video’s, illustrations, designs, drawings, layouts and page arrangements and any other component part of the CDM or the related service that is eligible for protection. All IPR (incl. copyrights, patents, trademarks, design rights, etc.) and database rights related to the CDM, Website and related services are the property of UIRR. The user shall indemnify UIRR with respect to all damages and costs resulting from the infringement of this article, including infringement by third parties that are related to the user.

5.2 The user transfers all rights and interests (including any intellectual property rights and in particular any copyrights and database rights) in and to any data posted by the user on the CDM, Website and related services to UIRR, valid worldwide and including for use on the internet, for the entire duration of their protection, as from inclusion in the CDM, Website or related services. This includes in particular:

1. the right for UIRR to modify, adapt or change the data in any way, in particular to rewrite, reformulate, shorten, supplement or correct it and to link it with other content; and
2. the right to publish the data (including in adapted/modified/corrected form, and including pictures and descriptions), to store it in a database, to make it available to the public, to distribute it electronically or through other means and formats, in particular via the internet, through the CDM, Website and related services or in an offline environment, and to share and use the data commercially towards third parties in the broadest sense possible (including further licenses, sale or transfer of usership of such data), both in and outside the context of the CDM, Website and related services.

6. Miscellaneous

6.1 If users do have complaints about the CDM, Website or related services, they can contact UIRR via the contact details mentioned in the Website (including the e-mail address support.cdm@uirr.com). If the conflict cannot be resolved right away through direct negotiation, there can be a mediation attempt through the BMEDIATION platform in accordance with the terms and conditions of BMEDIATION (https://www.bmediation.eu/).

6.2 These Terms are governed exclusively by the laws of Belgium. Any dispute between a user and UIRR arising from these Terms, that cannot be resolved in an amicable way, will be submitted to the exclusive jurisdiction of the Courts of Brussels.

6.3 If any part or any clause of the present Terms is for whatever reason found to be invalid or unenforceable, the remaining parts or articles shall not be affected and shall remain valid and enforceable as if the invalid or unenforceable parts or clauses were not part of the Terms. Any illegal, invalid or unenforceable part of an article of these Terms shall be replaced by a provision that, inasmuch as this is legally possible, comes closest to what was initially aimed at in the part or clause concerned.

6.4 These Terms shall supersede, without exception, any and all of the user’s terms and conditions, or other terms or conditions of quotation, acceptance, or purchase. Under no circumstances will any terms of the user have priority over these Terms.

6.5 UIRR reserves the right to unilaterally change these Terms and will inform of such changes within a reasonable period of time (which will be at least 15 days before the entry into force of the changes), for instance by (a) posting a revised version of the Terms on the Website, and/or (b) sending information regarding the amendment to the provided contact details.

6.6 In the event of force majeure, the parties are not obliged to fulfil their obligations. In such case, either the obligations can be suspended for the duration of the force majeure, or the agreement can be terminated, in whole or in part, subject to compliance with article 1134 of the old Belgian Civil Code. Force majeure is any unforeseen event beyond the reasonable control of the parties (or any foreseeable event with unforeseeable consequences that may not reasonably be avoided), that completely or partially prevents the fulfilment of a party’s obligations. This includes, but is not limited to: strikes, fire, operational disruptions, diseases or epidemics, energy disruptions, breakdowns, mechanical failures, IT failures, system errors, power failures, disruptions in a (telecommunications) network or connection or used communication systems and / or the unavailability of the CDM, Website and related services, the failure to deliver or the untimely delivery from suppliers or other engaged third parties, labor disputes, war, terror, acts of governments or regulators, extreme climate and weather conditions, etc. Confidentiality obligations, intellectual property obligations and payment obligations will not be excused by events of force majeure. The party claiming force majeure shall promptly inform the other party in writing, explaining its reasons and the details of the force majeure event.

6.7 A party’s failure to enforce another party’s strict performance of any provision of these Terms will not constitute a waiver of the first party’s right to enforce that provision or any other provision of these Terms.

6.8 UIRR and the users will remain independent parties. Nothing in these Terms shall create any joint venture, agency, franchise, employment or any other relationship between UIRR and the users.