Terms of Service

Thank you for using Urbanity! Please read the following information carefully. These Terms of Service ("Terms") are a binding legal agreement between you and Urbanity B.V. that govern your access to and use of our platform and services (collectively, the "Services").

By creating an account, accessing, or using our Services, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree with any part of these Terms, you may not use our Services.

1. Background

Urbanity facilitates a digital platform designed to optimize guided tour operations through real-time coordination and tailored content delivery. The Platform enables travel agencies and tour operators ("Partners") to manage urban guided tours more efficiently while providing tour participants ("Users") with engaging and accessible experiences.

This agreement governs all tours provided by Partners for their Users on the Platform.

Your use of our Services is also governed by our Privacy Policy, which explains how we collect, use, and protect your personal data. By agreeing to these Terms, you acknowledge that you have read and understood our Privacy Policy.

2. Accounts and access

Account required. To use the Service, you must create an account. You are responsible for maintaining accurate information and the security of your credentials. Accounts are personal; do not share logins. You are responsible for all actions taken after login. If you notify us that your password has been compromised, you are not liable for misuse occurring after we receive your notice.

Our access. Urbanity personnel may access your account only as necessary to provide support, ensure security, or comply with law. We do not access your private Content unless you grant permission or access is required for security/legal reasons.

Blocking, suspension, deletion. We may (temporarily) suspend or block an account if we reasonably suspect violations of law or these Terms, or in case of payment arrears. You may request account deletion by emailing support@urbanity.pro. This action is permanent and will be carried out in accordance with the data deletion process described in Section 11 of these Terms. Please ensure you have exported any data you wish to keep prior to making a deletion request.

Age restrictions. The use of the Platform and Services is intended only for individuals aged 16 years or older. By creating an account or using the Services, you represent that you are at least 16 years old. If you are under 16, you may only participate in a tour via a Partner, and only with the written acceptance of a parent or legal guardian, which the Partner is responsible for obtaining and keeping on record.

3. Plans, Billing and payment

Default term and renewal. Unless your Order states otherwise, subscriptions have a default term of one (1) month and auto-renew monthly until canceled.

Cancellation timing. Cancellation after a payment has been made takes effect at the end of the then-current billing cycle.

Fees and taxes. All prices are exclusive of VAT and other applicable taxes unless stated otherwise.

Billing and due date. Fees are billed monthly in advance to the payment method on file or by invoice (net 14).

Late payment and suspension. Overdue amounts may accrue statutory commercial interest (wettelijke handelsrente) and reasonable collection costs. We may suspend access if undisputed amounts remain unpaid after notice.

Price changes. We may adjust prices effective on renewal by prior notice; if you do not agree, you must cancel before the renewal date.

Refunds. Except as required by law or expressly stated in these Terms, fees are non-refundable.

Who pays what. Businesses pay Urbanity directly for their subscription(s). Users may pay tips to Guides via Urbanity. Tips are processed by our payment providers and are generally non-refundable once settled; mistaken or fraudulent charges are handled under the payment provider's rules and applicable law.

4. Acceptable Use (User Restrictions)

Users agree not to:

Upload or transmit Content that is unlawful, defamatory, obscene, hateful, infringing, harassing, or otherwise objectionable.

Interfere with or disrupt the Service, its servers, or real-time features.

Send spam or solicitations, or impersonate Urbanity, its staff, or other users.

Violate applicable local, national, or international laws or regulations.

Engage in unsafe activities while using the app (e.g., using the app in situations that endanger personal safety).

Reverse engineer, decompile, or attempt to access the Service to build a competing product.

Circumvent security or exceed agreed usage limits.

5. Guide Content (User-Generated Content)

Your responsibility for Content. You, the Partner, are solely responsible for all Content you upload, publish, or share on or through the Platform, including its legality, reliability, accuracy, and appropriateness. Urbanity does not pre-screen Content and acts as a passive conduit for its online distribution and publication.

Rights and warranties. You warrant that your Content is original to you or that you hold sufficient rights to use and share it, and that your Content does not infringe the rights of any third party or violate law.

License grant to Urbanity. By uploading Content, you grant Urbanity a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to host, use, display, reproduce, modify (e.g., for technical formatting), and distribute such Content as necessary to provide, maintain, and improve the Service. This license is solely for operating and providing the Platform and ends when your Content is deleted from our systems.

Name/likeness. You acknowledge and consent that your name, likeness, or voice may be displayed as part of your Content.

Urbanity's role and Content disclaimer. Urbanity has no obligation to monitor any Content on the Service. We do not endorse, support, represent, or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Service. By using the Service, you may be exposed to Content that is offensive, harmful, inaccurate, or otherwise inappropriate. Under no circumstances will Urbanity be liable in any way for any Content, including any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content.

Removal. Urbanity may remove or disable access to Content alleged to infringe rights, violate law, or breach these Terms, and may suspend or terminate accounts for repeat violations.

6. Intellectual Property

Ownership. Urbanity owns all intellectual property rights in the Platform and the Services. Except for Partner's right to access and procure use of the relevant Service(s) for the benefit of itself and its Users, Partner is not granted any rights in or to Urbanity intellectual property.

Feedback. Partner acknowledges and agrees that Urbanity may freely use or exploit any feedback, suggestion, or request that it provides in respect of the Services. Any intellectual property rights which come into existence because of the delivery by Urbanity of the Services will be the exclusive property of Urbanity.

Use of Partner marks. Partner authorizes Urbanity to use Partner's name, trademark, and logo (according to the designs and guidelines communicated by Partner to Urbanity from time to time), solely for the purpose of identifying Partner as a Partner of Urbanity. Any further use of Partner's name, trademark and logo for promotional purposes shall be subject to Partner's prior written approval.

7. Relationship with tour Participants

Independent relationship. If you are a Partner, you are solely responsible for your relationship with your Users. Your provision of tours and Content to Users creates a direct relationship between you and them, to which Urbanity is not a party. Urbanity is a technology provider, not a tour operator, organizer, or employer of Partners.

Your terms with Users. You are responsible for providing and enforcing your own terms of service and privacy policy with your Users and for ensuring all required consents (including for location features) are obtained. You must make clear to Users that Urbanity is not responsible for the tour, its content, or its execution.

Indemnity. You agree to indemnify and hold Urbanity harmless from any claims brought by your Users related to your tour(s), your Content, or your failure to comply with your obligations toward Users.

8. Content Reporting and Takedown

Reporting illegal Content. If you believe Content on the Service is illegal, please notify us under the EU Digital Services Act by emailing support@urbanity.pro with: (a) a clear explanation of why you consider the Content illegal; (b) a URL or other specific location identifier; (c) your name and email address (unless applicable law permits anonymous reporting); and (d) a statement that you have a good-faith belief the information in your notice is accurate.

Our action. Upon receiving a sufficiently precise and substantiated notice, Urbanity will review the reported Content and may take appropriate action (including removal or disabling access) in a timely and non-discriminatory manner. We will notify the reporter and the Content provider of our decision and any available redress options.

Abusive notices. Submitting manifestly unfounded or abusive notices may result in appropriate measures, including account restrictions.

9. Third-Party Services

The Service may interoperate with third-party tools (e.g., maps, messaging, payments). Their terms and privacy practices govern your use. We are not responsible for third-party services and may disable integrations that pose risk.

10. Availability and Support

We use commercially reasonable efforts to keep the Service available. Planned maintenance and emergencies may cause temporary unavailability. We aim to reply within 2 days of receiving your email.

Contact details:
Urbanity B.V.
Address: Deltazijde 20B, 1261 ZM Blaricum, Netherlands
Email: info@urbanity.pro

11. Data Export, Account Closure, and License Termination

Export before deletion. If you are a Partner, you may request export of your data (including your tour routes) during your subscription and for 30 days after termination. You must complete export before requesting account deletion, as deletion is permanent.

Format and scope. Export will be provided in a commonly used format. The scope of exportable data is limited to the tour routes you created through the Platform.

Post-termination deletion. After the 30-day period, we delete or anonymize Customer Data in backups within our standard retention cycles, except where retention is required by law or to establish, exercise, or defend legal claims.

License termination. Once your Content and account are deleted from our systems, the license you granted Urbanity under Section 5.3 automatically terminates.

12. Warranties and Disclaimers

Service warranty. We warrant that, during your subscription, the Service will perform materially in accordance with our documentation. Your exclusive remedies are re-performance or, if we cannot remedy within a reasonable time, a pro-rata refund of prepaid fees for the affected period and termination of the Order.

Content and information. Other materials we publish (e.g., templates, guidance) are provided for general information and may contain errors. We are not responsible for outcomes of your tours or operational decisions. We are not liable for errors resulting from incorrect or incomplete information you provide while using the Service.

General disclaimer. Except as expressly provided, the Service and all Content thereon are provided "as is" and we disclaim all other warranties (express, implied, statutory), including merchantability, fitness for a particular purpose, and non-infringement. We make no warranty or representation and disclaim all responsibility and liability for the quality, accuracy, legality, or reliability of Content provided by Partners or Users.

13. Indemnities

By Urbanity (IP). We will defend and indemnify you against third-party claims that the Service, as provided, infringes EU/UK intellectual property rights, and pay damages finally awarded or settled, provided you promptly notify us, allow us to control the defense, and cooperate. We may procure continued use, modify the Service, or terminate the affected Service with a pro-rata refund. Exclusions: claims arising from your Content, combinations not supplied by us, or use in breach of these Terms.

By Customer (User). You will defend and indemnify Urbanity against claims arising from your Content, your tours, or your use of the Service in breach of these Terms or applicable law, including claims from other Users or Participants.

14. Liability and Claims Limitation

Urbanity's limitation. The Services are provided on an "as is" and "as available" basis. To the maximum extent permitted by Dutch law, Urbanity's aggregate liability under these Terms is limited to the fees paid by the Partner in the one (1) month preceding the event giving rise to liability. If you are a User who has not paid fees, Urbanity shall have no liability beyond mandatory statutory rights.

Exclusions. Urbanity is not liable for: (a) indirect, incidental, special, punitive, or consequential damages (including lost profits, loss of data, or reputational harm); (b) failures caused by third-party services or providers; (c) inaccurate or incomplete information provided by Partners or Users; or (d) acts, errors, or omissions of other Users, Partners, or Participants.

Customer responsibility. Partners and Users are fully responsible for their own actions, Content, and relationships with Participants. Partners and Users are liable for any unlawful, fraudulent, or unauthorized use of the Service under their accounts.

Indemnity scope. Partners and Users must indemnify and hold Urbanity harmless from all claims, damages, liabilities, costs, or expenses (including reasonable legal fees) arising out of: (a) their Content; (b) their tours or services provided to Participants; (c) any breach of these Terms; or (d) Participant or third-party claims connected to their use of the Service.

Lapse of claims. A claim lapses if you do not notify Urbanity in writing within one (1) year after discovering the event giving rise to liability.

Force majeure. Urbanity shall not be liable for failure or delay due to causes beyond its reasonable control, including natural disasters, strikes, internet outages, or government actions.

15. Changes to these Terms

We may update these Terms from time to time. Changes will be notified in product or via email. Continued use after the effective date constitutes acceptance. If you do not agree, stop using the Service.

16. Miscellaneous

Entire agreement & precedence. These Terms and your Order(s) form the entire agreement. In case of conflict: (1) Order, then (2) these Terms.

Assignment. Neither party may assign without consent, except to an Affiliate or successor in a merger, acquisition, or sale of substantially all assets.

Severability & waiver. If a provision is unenforceable, the remainder remains effective. Failure to enforce is not a waiver.

Independent contractors. The parties are independent contractors; no agency, partnership, or joint venture is created.

Data Processing Agreement. These Terms incorporate by reference Urbanity's Data Processing Agreement (DPA), available at https://urbanity.pro/dpa. The DPA applies where Urbanity processes personal data on behalf of a Partner and sets out the parties' respective obligations under the GDPR.

17. Beta Program Terms

Program Scope: Urbanity may grant selected users early access to its platform and related services under a Beta Program ("Program").

Participation is solely for testing, evaluation, and feedback purposes. The Platform and Services may change, be suspended, or discontinued at any time without notice.

Users acknowledge that the Platform is still under development and may contain errors, bugs, or incomplete features.

License and Services: Urbanity grants a limited, non-exclusive, non-transferable, non-sub-licensable license to use the Platform for internal testing during the Program.

Participation is offered free of charge and for a limited period. Continued use after the Program ends may be subject to Urbanity's standard pricing and commercial terms.

Urbanity may, at its discretion, provide support, onboarding, feature previews, and analytics during the Program.

Feedback: Users agree to provide reasonable feedback regarding performance, usability, and functionality through the channels Urbanity specifies (e.g., forms, email, or chat).

By submitting feedback, users grant Urbanity a perpetual, worldwide, royalty-free, and irrevocable license to use, reproduce, modify, and incorporate such feedback into Urbanity's products and services without restriction or attribution.

Confidentiality: Users may receive non-public or proprietary information about Urbanity or its Platform ("Confidential Information").

Users must keep such information strictly confidential, protect it with at least the same level of care they apply to their own confidential information, and use it only for participation in the Program.

Users may not disclose, copy, reverse-engineer, or exploit Confidential Information for their own or third-party benefit.

Confidentiality obligations do not apply to information that (i) becomes public without breach, (ii) is received lawfully from a third party, (iii) was independently developed without access to Confidential Information, or (iv) must be disclosed by law, provided Urbanity is promptly notified.

Data Protection: All processing of personal data is subject to Urbanity's Privacy Policy.

Urbanity may delete test data or personal data entered during the Program at any time after termination or inactivity.

Intellectual Property: All intellectual property rights in and to the Platform, Services, and any related materials remain the exclusive property of Urbanity.

No ownership or IP rights are transferred under these Terms.

Users must not copy, modify, reverse-engineer, or create competing products based on the Platform.

If a user becomes aware of any infringement of Urbanity's intellectual property, they must promptly inform Urbanity.

Liability: The Platform and Services are provided "as is" without warranties of any kind.

Urbanity is not liable for any indirect, incidental, or consequential damages arising from participation, except in cases of intent or gross negligence.

Users indemnify Urbanity against claims or losses arising from their participation or misuse of the Platform.

Termination: Either Urbanity or the user may terminate participation in the Program at any time, without prior notice.

Upon termination, users must immediately stop using the Platform and delete all Confidential Information and test data.

Relationship: Participation in the Program does not create any partnership, agency, or employment relationship between the user and Urbanity.

Urbanity may reference a user's name or logo as a beta participant unless the user requests otherwise in writing.

18. Governing Law and Jurisdiction

These Terms are governed by the laws of the Netherlands. The courts of Amsterdam, the Netherlands, have exclusive jurisdiction, without prejudice to mandatory consumer protection rules. English version controls.