1. Definitions

The most relevant terms of the present General Terms and Conditions of the Crowdsender services (hereinafter referred to as the «General Terms and Conditions» or «GTC») are defined below:

• Crowdsender (or the «platform» or the «Crowdsender platform»): is the online platform that offers shipping services to Customers, through which they can arrange a shipment with a Carrier, either by selecting one of the Carriers proposed as a result of the Customer’s request on the platform, or directly with one of the Carriers with which the Customer has entered into a contract for shipping services (provided that the Customer has previously registered the corresponding contract on the platform with its access credentials).

The owner of the Crowdsender platform (and, consequently, counterparty, as Seller, of these GTC) is the legal entity Crowdfarming, S.L., with registered office at Calle Anzuola, 9, 28002 Madrid (Spain), with Tax Identification Code B-87952651, incorporated by public deed executed before the Notary of Madrid D. Ignacio Maldonado Ramos, on 31 October 2017, registered in the Commercial Register of Madrid in volume 36649, page 1, section 8, sheet M-657366.

• Customer: is the natural or legal person who contracts a delivery service through the Crowdsender platform, under one of the subscription modalities offered by Crowdsender, for the delivery of products marketed by the Customer to the final recipients of the same.

• Service (or «Crowdsender Service»): is the service of shipments provided by Crowdsender to the Customer through the platform on the Website (or, where appropriate, application for mobile phone, tablet or digital device). For this purpose the Crowdsender Service offers a parcel shipment management service with the Carrier selected by the Customer to carry out the shipment to the final recipient. Through the Website, the Customer will be able to:

1. 1. consult the prices that different Carriers offer for shipments and contract online the service of the Carrier that best suits its needs, being able to consult on the Website the status of its order at any time, according to the information provided by the Carrier.

2. 2. integrate the access to the shipping service contracted with a Carrier and, consequently, carry out and track shipments through the platform.

• Contract: comprises the legal agreements governing the commercial relationship between the Customer and the Crowdsender platform, including, but not limited to, these General Terms and Conditions, as well as the subscription plan to the Crowdsender platform chosen by the Customer, which determines the fees of the Service provided by the former to the latter, in relation to each of the contracted shipments.

• Fees: these are the prices for the Crowdsender Service, which will be invoiced to the Customer as indicated in each subscription mode. These fees are independent of the Carrier’s shipping fees, because of the contractual relationship between the Customer and the Carrier for the delivery of the shipment.

• Carrier/s: is the transport company and/or logistics operator whose services are contracted by the Customer through the Crowdsender platform, for the delivery of the products marketed by the former to the final recipients who have purchased them.

• Website: www.Crowdsendero.io (managed by Crowdfarming, S.L.).

2. Subject matter and scope

1. The General Terms and Conditions apply between the owner of the Crowdsender platform (as indicated in section 1) and the Customer, in relation to the Service provided by the former to the latter.

2. The contracting by the Customer of any of the subscription modalities to the Crowdsender Service indicated in section 3.2 implies knowledge and acceptance of the present GTC.

3. Crowdsender may carry out updates and/or modifications of the GTC at any time and without prior notice. It is therefore recommended that the Customer periodically checks them in the space provided on the Website: https://crowsender.io/general-termsandconditions (General Terms and Conditions – Crowdsender).

4. If applicable, the present GTC will prevail over the Customer’s general terms and conditions.

3. Registration on the platform and subscription plans.

1. In order to make use of the Platform Service, the Customer must first register on the Website. To this end, this will provide the information and documentation required during the registration process and select the subscription plan that it deems most convenient. Once Crowdsender has accepted the Customer, it will send a confirmation e-mail, following which the Customer may start using the platform. The Customer declares and warrants to Crowdsender that the information provided during the registration process is correct and complete, and that it complies with the requirements set by Crowdsender.

2. There are five types of subscriptions: Free, Starter, Grow, Professional and Business. The Free subscription is free of charge to the Customer. With the Free subscription, the Customer will only pay the Carrier’s charges (and any other applicable charges) for each shipment ordered. Each of the other subscriptions is subject to a monthly fee. The Customer may consult the Fees, requirements and labels associated with each plan at any time by logging into the Website and accessing the «Plans» tab.

3. Once the Customer has registered on the platform on a given date, all subscriptions are automatically renewed monthly and successively on the same day of the following calendar month (unless there is no such date in that month, in which case it will be understood that the renewal takes effect on the first day of the month immediately following), as long as the Customer does not notify its termination.

4. The fee for Starter, Grow, Professional and Business subscriptions will be charged on a monthly basis as indicated in section 6.2.

5. Since Free, Starter, Grow and Professional subscriptions are associated, on a monthly basis, with a maximum number of labels, if this number is exceeded, the following procedure shall apply:

• Free Subscription: Once the minimum number of tags has been reached, the Customer will not be able to generate more tags until the following month. Alternatively, the Customer may upgrade his subscription, in which case he will be billed for the whole month according to the chosen subscription.

• Starter, Grow, Professional subscriptions: Each tag generated by the Customer in excess of the maximum number of tags corresponding to the subscribed plan will be included as a separate item in the monthly invoice, applying the fixed cost set out in the Fees section of the Website (as indicated in section 3.2). Alternatively, the Customer may upgrade his subscription, in which case he will be billed for the entire month in accordance with the chosen subscription.

6. In relation to the Business subscription, in the event that the result of multiplying the total number of tags generated by the unit cost per tag, according to the subscription conditions at any given time, results in a figure lower than the minimum monthly fee referred to in the Fees section of the Website (as indicated in section 3.2), the latter will be invoiced in any case.

7. All subscriptions can be terminated by the Customer at any time by logging into the Website and unsubscribing. Starter, Grow, Professional and Business subscriptions, once cancelled, unless expressly indicated by the Customer, will become Free from the following calendar month, (without prejudice to the billing corresponding to the month in which the cancellation is communicated, in accordance with section 6.2). To this effect, if the Customer wishes to terminate the subscription, it must ensure that this is unsubscribed before the beginning of the following billing period. In this case, the subscription will automatically terminate at the end of the current billing period.

4. Execution of the contract.

1. Crowdsender’s obligation to provide the Service is that it shall endeavour to the best of its abilities in accordance with the information provided by the Customer.

2. In order to provide the Service, the Customer must initiate the process by communicating to Crowdsender the address of the recipient of the shipment via the platform. Once Crowdsender has received these data and the Customer has selected the shipment with the carrier that it deems most convenient, Crowdsender will make available to the Customer, as soon as possible, the digital label with the address of the recipient. The delivery times indicated by the platform are indicative and cannot be considered as maximum deadlines, their compliance depending ultimately on the carrier selected by the Customer.

During the process of generation of the label the Crowdsender platform may suggest corrections to the address inserted by the Customer, considering the databases consulted. It will be up to the Customer to confirm and accept this correction, without this implying assumption of responsibility by Crowdsender in case of failure or delay in delivery by the Carrier.

3. Crowdsender shall not be liable for the Customer’s choice of Carriers, nor for any failure to perform on their part, nor for any loss or damage caused by such third parties, regardless of the type of liability in question, unless there is intent or gross negligence on the part of Crowdsender.

4. It shall be the sole responsibility of the Customer to pay the prices and tariffs of the Carriers selected at any given time to carry out the shipments arranged through the platform.

5. The Customer is obliged to provide all cooperation that is useful or reasonably necessary for the provision of the Service.

5. Fees

1. The prices indicated by Crowdsender at any time for any subscription plan (in the Fees section of the Website, as indicated in section 3.2), are exclusive of VAT and other taxes or duties, unless otherwise agreed or indicated in writing.

2. The Customer is obliged to pay Crowdsender all the Fees relating to the Contract, in accordance with the subscription plan previously contracted.

3. Crowdsender may at any time unilaterally introduce changes to the Fees for the subscription plans, without any obligation to pay any compensation to the Customer. The aforementioned changes will not be applied until thirty (30) days after their written notification to the Customer. The Customer shall have the right to terminate the Agreement during this period.

6. Payment

1. During the registration process, the Customer will select, from the available options, the method of payment of the monthly invoices of Crowdsender that it deems most convenient.

2. Payments shall be made within five (5) days from the date of invoice. Invoices shall be submitted to the Customer for collection within thirty (30) days following the month subject to invoicing. In the event of non-payment, Crowsender shall submit the invoice for collection again immediately after verification of non-payment and, in the event of non-payment, within three (3) calendar days thereafter.

3. Failure by the Customer to pay the invoice by the due date shall render the Customer in default without prior notice.

4. Claims relating to invoices sent by Crowdsender must be notified by the Customer in writing to Crowdsender within a maximum period of two (2) months from the date of the relevant invoice. After the expiry of this period, no complaint will be accepted, and the Customer is deemed to have waived its rights. 

5. If the Customer fails to pay what is due to Crowdsender within the maximum payment deadline referred to in section 6.2:

• • the Customer must pay Crowdsender the interest for late payment provided for in Article 7 of Spanish Law 3/2004, of 29 December, establishing measures to combat late payment in commercial transactions. To this effect, for the calculation of the interest on a given amount due, the fraction of a month will be considered as a full month. In addition, all amounts owed by the Customer to Crowdsender, regardless of their nature, will be immediately due; 

• • Crowdsender may suspend the provision of the Service to the Customer until the outstanding payment (including interest for late payment) has been made. During the period of suspension of the Service the Customer will not be able to order further shipments, but it will continue to have access to the other functionalities of the platform (such as tracking of shipments in transit). The suspension of the provision of the Service for this reason three (3) or more times will entitle Crowdsender to definitively cancel the Customer from the platform and to terminate any relationship with him, without prejudice to claims for the amounts owed by the Customer;

• • The Customer shall pay Crowdsender all costs incurred for the collection of outstanding amounts and, in particular, the fees of lawyers, solicitors and other professionals (such as notaries and experts), incurred before or during legal proceedings, even if the amount of such fees exceeds the amounts settled by the courts.

6. Payments made by the Customer shall be applied first to outstanding invoices and then to interest and costs incurred on such invoices.

7. Recourse to set-off by the Customer is expressly excluded, unless Crowdsender has given its prior written consent.

7. Force Majeure 

1. Crowdsender may perform the Contract, in whole or in part, at a time later than that provided for in the Contract, if it is unable to fulfil its contractual obligations due to force majeure or unforeseeable circumstances or any other exceptional circumstances, such as fire, labour strikes, interruption of the supply chain of products, Internet or computer breakdowns, measures imposed by the State, unexpected errors and/or breakdowns in Crowdsender’s systems or those of the Carriers or its suppliers, or due to non-performance by third parties contracted by Crowdsender or by the Carriers.

2. In the event of force majeure lasting more than three (3) months, the Customer may terminate the Contract in whole or in part without any obligation on the part of Crowdsender to pay the Customer any compensation whatsoever.

8. Liability.

1. Crowdsender shall only be liable to the Customer in the event of breaches in the provision of the Service caused by intent or gross negligence.

2. Crowdsender shall in no event be liable for any damages that the Customer may suffer if the latter has insured the items in question, regardless of the type of liability in question. The Customer exonerates Crowdsender from any claim in this respect from insurance companies.

3. In no event shall Crowdsender be liable for any indirect damages of any kind, including, but not limited to, lost profits, moral or reputational damage or damages for business interruption.

4. The Customer must notify Crowdsender in writing of any claim for damages within a maximum period of three (3) months after the Customer has discovered or could have discovered the damage. After the expiry of this period, no claim will be accepted, and the Customer is deemed to have waived its rights.

9. Intellectual property rights.

1. All intellectual property rights, such as trademarks and copyrights in the name of Crowdsender, as well as the Website and software, belong to Crowdsender or its applicable licensors. Any use of the above name, the Website and the software or its content, including the reproduction, disclosure, copying or storage of such content in whole or in part, other than for the Customer’s own use, is prohibited without the specific, prior written permission of Crowdsender.

2. The Customer is only granted the right of use expressly provided for in these General Terms and Conditions, in the Agreement or by law. The right of use granted to the Customer is neither exclusive nor assignable and may not be pledged or sub-licensed.

10. Aplicable law and Jurisdiction.

1. These General Terms and Conditions are governed by Spanish law.

2. For any questions arising in relation to the provision of the service by Crowdsender and the interpretation of these General Terms and Conditions Crowdsender and the Customer expressly submit to the jurisdiction of the courts and courts of the city Madrid, expressly waiving any other jurisdiction that may correspond to them.