KANGURO GENERAL TERMS AND CONDITIONS (TCG)
1. – Definitions – Concepts
Kanguro Point. These are all locations where packages may be deposited and picked up by carriers and kanguro users. A list of the Kanguro Points agreed with the PREMISES is set out in Annex 1 to this Agreement. New Kanguro Points may be added upon acceptance by KANGURO.
Carrier/Dispatcher/Transport Operator (TO): Natural or legal person or entity in charge of transporting the package, either for a shipment or for a return.
User: Natural person, legal entity or entity, registered with KANGURO, to whom a package from a shipment is to be delivered, such as picking up a package from a return.
2. – Objective of the contract
This contract shall regulate the business of the ESTABLISHMENT consisting mainly of the activity of collection, delivery and storage of packages, both physically and administratively. These activities shall be carried out in the premises where the ESTABLISHMENT is located, thus becoming a KANGURO POINT.
For the development of the activity detailed in the previous paragraph, KANGURO will have signed a contract with different Transport Operators (TO) who will be the ones to deliver and pick up the packages at the KANGURO POINTS.
In turn, the recipients of the packages (users) may deliver packages to the ESTABLISHMENT so that the latter may deliver them to the TOs for shipment or return (reverse logistics) to whom it may concern, without this activity constituting the execution of a transportation contract, neither for the ESTABLISHMENT nor for KANGURO.
The ESTABLISHMENT will perform the function of deposit, collection and delivery of parcels, whose control, coordination and delivery to its addressees (users or carriers) is entrusted to it under this contract
.The activities to be carried out by the ESTABLISHMENT include, but are not limited to, the following:
- Physical and computerized reception of the packages
- Custody of the packages
- Delivery of packages, to users/recipients or TOs, leaving a computerized record of this.
- Management of rejected, unclaimed or returned packages.
- Management in case of incidents, damage, loss or theft of packages.
n the above activities, the ESTABLISHMENT will apply KANGURO’s operating procedures, especially regarding the use of IT devices in the delivery and collection phase, such procedures are duly explained and updated in the Terms and Conditions of Use (TCU).
3. – KANGURO’s obligations
KANGURO undertakes to comply with the following obligations:
a) Pay the agreed remuneration.
b) Train the personnel in charge of the reception and delivery of packages and deliver any document and/or guide necessary for the development of the activity, as well as oversee the correct operation of the service.
c) Comply with personal data protection regulations in accordance with its responsibilities established in Data Processing (TD)
d) Comply with the confidentiality obligations established in the contract.
e) To have a civil liability insurance policy that sufficiently protects the possible damages derived from its own activity or those committed by its directors, employees, agents, contractors or clients against the interests of the ESTABLISHMENT.
4. – Obligations of the ESTABLISHMENT
In addition to what is specifically regulated in this contract, the ESTABLISHMENT undertakes to comply with the following commitments:
a) Accept all packages delivered to your premises by OTs and KANGURO users.
b) To install at the KANGURO POINTS the identification and promotional elements that will be supplied by KANGURO to the ESTABLISHMENT, likewise the ESTABLISHMENT undertakes to install them wherever KANGURO indicates.
c) To indicate in KANGURO’s computer systems the opening hours of the premises and to provide the services during such hours. Modify in the computer systems any schedule change, scheduled closures (e.g. vacations, scheduled renovations, etc.), as well as the total or partial extraordinary closure for any reason, with a minimum notice of (30) days.
d) To affix and keep on its Kanguro Point, for the entire duration of the contractual relationship provided for herein, the badges supplied by KANGURO and to keep visible all the advertising material supplied to it.
e) Maintain the premises clean, in good condition and free from hazards that may impede the provision of the service.
f) Store packages in a safe and suitable area, free from any hazards that could affect the condition of the package.
g) To carry out the activity with those IT means and/or applications indicated by KANGURO. In the event that computer resources are delivered, they shall be returned on the same day on which this contract is terminated.
h) Follow the instructions and guidelines set by KANGURO in the Terms and Conditions of Use (TCU) from time to time.
i) Subjecting to KANGURO controls
j) To carry out the activity with those IT means and/or applications indicated by KANGURO. In the event that computer resources are delivered, they shall be returned on the same day on which this contract is terminated.
k) Report damages, losses and other mishaps according to the procedures indicated by KANGURO in the Terms and Conditions of Use (TCU).
l) Comply with personal data protection regulations.
m) In case you are instructed to perform those advertising activities indicated by KANGURO.
n) To have the necessary licenses for the development of the activities contemplated in this contract.
o) Not to carry out activities that may, directly or indirectly, compete with the activities of KANGURO.
p) Comply with confidentiality obligations.
q) To take out a civil liability policy that sufficiently protects the damages derived from its own activities, those regulated in the contractual documents of the Particular Terms and Conditions or those committed by its employees, agents, contractors or clients against the interests of KANGURO. The PREMISES shall pay the amounts by way of indemnity to KANGURO, and in the event of breach of any of the clauses of this contract, THE PREMISES shall be jointly and severally liable, in addition to its manager. KANGURO may claim the indemnities contemplated in the present contract either on its own behalf or on behalf of third parties. _____________
5. – Anomalies, Damage, loss of packages.
En caso de daño o pérdida de un paquete custodiado por el ESTABLECIMIENTO, KANGURO gestionará la indemnización debida al transportista. A tal efecto, el ESTABLECIMIENTO abonará a KANGURO hasta 6,28 euros por kilo del paquete afectado, con un límite de 1.000 euros.
In the event of damage to or loss of a parcel held by the PREMISES, KANGURO shall arrange for the compensation due to the carrier. To this end, the ESTABLISHMENT shall pay KANGURO up to 6.28 euros per kilo of the package concerned, up to a limit of 1,000 euros.
In the event that anomalies are observed at the time of receipt of packages (e.g. damaged packages, missing packages, empty packages, erroneous packages, among others) the ESTABLISHMENT will reject the packages, which will be returned to the carrier or to the user who delivered them. In the event that they are not at the STORE, the latter will notify KANGURO of any incident.
6. – Package ownership.
Packages delivered by transport operators or KANGURO users and stored at the premises of the PREMISES are the property of their respective senders, recipients and/or transport operators so that the PREMISES may not perform any act of disposal on them.
7. – Entry into force, term and termination of the contract
The present contract shall enter into force on the date of signature as stated in the Particular Terms and Conditions (TCP). The accrual of any remuneration shall commence from the effective start of the activity.
This contract and the contractual documents of the Special Terms and Conditions shall have a duration of 1 year and shall be automatically renewed for successive equal periods.
During the period of validity of the contract, the ESTABLISHMENT undertakes to a regime of exclusivity, not to carry out, directly or indirectly, an activity which competes with the activity which is the object of the contract or similar and, consequently, refrains from joining or forming part of any other delivery point and/or parcel network outside KANGURO.
In the event that on the day of signature, the ESTABLISHMENT had signed a contract with another delivery point network, this shall be respected by both parties, however, if the contract with this other network is terminated, the ESTABLISHMENT shall be subject to the exclusivity regime and may not form part of this network again from the day on which the contract was terminated and for as long as the contract with KANGURO remains in force.
The parties agree that KANGURO may terminate the contract at any time and without any reason, either in whole or in part (in the event that the ESTABLISHMENT has more than one kanguro point), without the ESTABLISHMENT having the right to be compensated for this, KANGURO notifying the establishment with 7 calendar days’ notice.
In the event that the ESTABLISHMENT wishes to terminate the contract, either in whole or in part (in the event that the ESTABLISHMENT has more than one kanguro point), the ESTABLISHMENT shall: (i) give KANGURO 60 calendar days’ notice, (ii) return to KANGURO the goods and/or packages, computer, advertising or any other type of material and/or any documents sent to the ESTABLISHMENT within the scope of the collaboration herein agreed.
In the event of a notice of less than 60 days by the ESTABLISHMENT, KANGURO shall proceed to withhold the amounts of the commissions pending to be received for the development of the service, as a compensation payment for the expenses derived from the actions to be taken to deactivate the service.
In no case shall the termination of the contract entitle the ESTABLISHMENT to withhold amounts owed to KANGURO, nor to withhold packages that are deposited in its kanguro points.
8. – Use of images, trademarks, advertising, media, property and intellectual and industrial property rights.
Signs of ownership of the ESTABLISHMENT: The ESTABLISHMENT authorizes KANGURO to disseminate its data among senders, recipients, users and the general public through the means of communication conventionally used in electronic commerce, including social networks or web pages. Said data may include commercial name, company name, images of the establishment, logo and any other distinctive sign of the ESTABLISHMENT. Such signs may be presented, laid out and disseminated at the discretion of KANGURO for the promotion of the services of the KANGURO POINT and/or of the KANGURO brand. To this end, the ESTABLISHMENT declares that it is the legitimate owner of the intellectual or industrial property rights associated with such signs or, failing this, that it has rights of use compatible with this clause.
Signs owned by KANGURO: KANGURO is the sole owner of its corporate name, trademark, logos, emblems or any other distinctive sign identifying it. Likewise, the parties acknowledge that the packages and the documentation associated with the shipment may include distinctive signs owned by third parties and, in particular, by the senders or the addressees. In this regard, the ESTABLISHMENT undertakes not to use such signs beyond what is strictly necessary for the performance of this contract.
Property and intellectual and industrial property rights: The ownership and the intellectual and industrial property rights of KANGURO vest, in their entirety, in KANGURO, and neither title nor mere possession, nor the passage of time shall be a factor in obtaining ownership for the PREMISES.
9. – Assignment of the contract.
The ESTABLISHMENT may not assign the contractual documents of the Special Terms and Conditions and this contract to third parties, unless KANGURO accepts the assignment in writing. Both parties agree that KANGURO may assign the contractual documents of the Special Terms and Conditions and this contract to any company of its group, subsidiary, or in connection with any merger, reorganization, sale of part or substantially all of its assets or any other case without prior notice.
10. – Indirect / Consequential Damages:
Neither party shall, in any event, be liable under the terms of this agreement and the contractual documents of the Particular Terms and Conditions for any special, economic, incidental, indirect and/or consequential damages or losses, including but not limited to penalties agreed to with third parties, loss of business, loss of profit, loss of reputation, loss of production or loss as a result of interruption of any operation incurred by any party, its affiliates, subsidiaries, subcontractors, agents or its officers or employees.
11. – Exonerations
The ESTABLISHMENT shall exonerate KANGURO from any sanction, complaint or claim due to the fact that it does not have the appropriate permits for the provision of the service.
12. – Relationship between the parties
The parties recognize themselves as distinct and independent legal entities, with their own means and resources for the development of their own purposes. The signing of this agreement does not imply the creation of any employment or agency relationship.
13. – Terms of payment and invoicing:
The only performance that KANGURO assumes vis-à-vis the ESTABLISHMENT is that of consideration, which shall be governed by the following system:
1. The amount of 0,20€ tax included for each delivery.
2. Once the account of the ESTABLISHMENT reaches the amount of 20€, at that moment the payment of the consideration will become due and payable within 60 days from the issuance and date of the self-invoice.
3. Payment will be made to the current account indicated by the ESTABLISHMENT in its administration panel.
4. The ESTABLISHMENT accepts KANGURO’s self-billing (invoice by the recipient).
5. Both parties state that they are registered for VAT purposes in Spain.
6. Pursuant to this Agreement, KANGURO agrees:
a. issue self-invoices relating to the Services provided by the ESTABLISHMENT to KANGURO under this Agreement and the contract documents of the Particular Terms and Conditions until the earlier of the expiration of the Agreement or its termination in accordance with the terms of the Agreement;
b. complete self-invoices reflecting the name, address and VAT number of the ESTABLISHMENT, as well as all other requirements that must appear on an invoice for VAT purposes..
c. enable a new self-billing contract in case the KANGURO VAT or ESTABLISHMENT number changes.
7. Under this Agreement, the ESTABLISHMENT agrees:
a. accept self-bills issued by KANGURO on your behalf under the Contract until the earlier of the expiration of the Contract or its termination in accordance with the provisions of this contract and the contract documents of the Particular Terms and Conditions;
b. not to raise commercial sales invoices for the transactions covered by this Agreement and the contract documents of the Particular Terms and Conditions; and
c. notify KANGURO immediately, and at the latest within 7 calendar days from the occurrence of the event, if the ESTABLISHMENT (i) changes its VAT number (ii) ceases to be registered for VAT purposes (iii) sells all or part of its business.
8. The self-invoices shall be considered accepted by the ESTABLISHMENT if, within 5 calendar days, the ESTABLISHMENT does not indicate its disagreement. In the event that the ESTABLISHMENT does not agree with the amount of the self-invoice, it shall proceed to pay the same or the amount in dispute. The Parties shall cooperate in good faith to resolve any differences.
14. – Notifications:
Notices Notices, requests or other communications to be made in connection with the Contract shall be in writing (which includes e-mail) and shall be deemed to have been duly given if delivered by hand, by post or by e-mail to the address of the other Party indicated in the Particular Terms and Conditions. In the event of a change in the contact details, the relevant Party shall notify the other Party in writing of the change at least ten (10) calendar days prior to the date on which the change is to become effective. If the Party has not notified the change in the manner provided herein, all notifications sent to the contact details indicated in the Particular Terms and Conditions shall be deemed to have been validly made.
15. – Confidentiality
This contract, the contractual documents of the Particular Terms and Conditions and any information or material made available between the parties is confidential, and therefore may not be disclosed to third parties, with the exception of those cases provided for by law or by requirements of competent authorities.
16. – Ley y Jurisdicción
The parties agree that Spanish Law shall apply to this contract.
The parties, expressly waiving their Jurisdiction, submit to the Courts of the city of Barcelona for any difference, interpretation or any other matter..
17. – Final provisions:
This Agreement, together with the contract documents of the Particular Terms and Conditions and Exhibits, as subsequently modified, constitutes the entire agreement between the Parties with respect to the matters addressed herein and supersedes any prior or contemporaneous agreements, commitments or negotiations with respect to such matters whether oral or written. The failure of either Party to enforce any provision shall not constitute a waiver of the Party’s rights to subsequently enforce such provision. If any provision is held invalid, such provision shall be modified to the extent necessary to give effect to the business purposes of the Parties and to render it valid and enforceable by the Parties, and no provision held invalid shall affect the remaining provisions.
18. – Changes after signing
KANGURO reserves the right to update or modify these General Terms and Conditions (GTC) and any of the contractual documents listed in clause 3 of the Particular Terms and Conditions (GTC) by giving sufficient notice to the ESTABLISHMENT. The ESTABLISHMENT shall be deemed to have accepted the updates or modifications if it has not sent any objection to KANGURO within 30 days of notification.
General Terms and Conditions (TCG) – Version March 2023
