These general terms and conditions of sale (the "Terms") govern access to and use of the Overdracht platform, an online software service (SaaS) for managing shipments and freight for forwarding agencies (the "Service").
The Service is published by OVERDRACHT SOFTWARE INC., a company incorporated in British Columbia (Canada) under number BC1598323, with its registered office at 7404 King George Boulevard, Suite 200, Surrey, BC V3W 1N6, Canada ("Overdracht"). Contact: joeltemdie@overdracht.io.
The Service is reserved for professionals (the "Client") acting in the course of their business. It is not intended for consumers.
Registering for the Service constitutes unreserved acceptance of the Terms, the Data Processing Agreement (Appendix 1) and the Privacy Policy. The Client's purchasing conditions do not apply, unless Overdracht agrees in writing.
The Client creates its account online by providing accurate and up-to-date information (company name, contact details, tax identification number where applicable). It appoints an administrator responsible for the account.
Every new Client benefits from a 14-day free trial, with no credit card required. The trial gives access to the features of the chosen plan, except for SMS notifications, which require the Client to purchase credits.
At the end of the trial, the account is suspended if the Client has not taken out a subscription. Its data is kept for 3 months and then deleted. Only one free trial is granted per company.
The Service includes in particular:
The exact content of each plan is set out on the Pricing page. Overdracht may develop the Service, without substantially reducing the features of the subscribed plan during the subscription.
Depending on the country, the SMS sender name may be subject to prior validation by the operators, whose lead times do not depend on Overdracht.
Subscription. The Service is offered only as an annual subscription, starting from the equivalent of 199 excluding tax per month, depending on the chosen plan. The price is set and invoiced in the currency of the Client's country (for example EUR, CAD, USD, XOF or XAF), as displayed on the Pricing page at the time of subscription. The subscription is payable in advance, in one instalment, at the start of each subscription year.
Taxes. Prices exclude taxes. Applicable taxes (GST/HST, QST, VAT depending on the Client's country) are added to the price. A Client established in the EU that provides a valid VAT number is invoiced excluding VAT (reverse charge).
Notification credits. Notifications are counted in credits:
| Channel | Credits per message |
|---|---|
| 1 | |
| SMS | 10 |
Notification credits are not included in the subscription. They are purchased by the Client, which manages its own balance. When the balance is used up, notifications are no longer sent until it is topped up. Overdracht is not liable for notifications not sent due to a lack of credits.
Price changes. Overdracht may change its prices for the following year by notifying the Client by email at least 60 days before the renewal date. A Client that refuses the increase may terminate before that date. The price remains unchanged during the current year.
Promotions. Promotional codes apply according to their own conditions (duration, combination) and cannot be exchanged for cash.
Payment is made exclusively by credit card, through Stripe. The Client authorizes the automatic debit of the annual amount on each renewal date. Card data is processed by Stripe and is never stored by Overdracht.
If a payment fails, Overdracht informs the Client by email and retries the charge. If the payment has not been settled 15 days after this notice, Overdracht may suspend access to the Service until it is settled. Data is kept during the suspension.
Amounts paid are non-refundable, unless otherwise provided in these Terms.
Term. The subscription is entered into for a period of one year from the date of subscription. It renews automatically for a further year, unless terminated. Overdracht reminds the Client of the renewal date by email at least 30 days in advance.
Termination by the Client. The Client may terminate at any time from its account or by email to joeltemdie@overdracht.io. Termination takes effect at the end of the current subscription year and prevents the next renewal. No pro rata refund is due for the year already started.
Termination by Overdracht. Overdracht may terminate the subscription:
Effects. At the end of the subscription, the Client has 3 months to export its data, in read-only mode. The data is then deleted, in accordance with Article 10 of the Data Processing Agreement.
The Client undertakes to:
Availability. Overdracht uses reasonable means to provide access to the Service 24 hours a day, 7 days a week, with an availability target of 99% per month. This is an obligation of means.
Maintenance. Planned maintenance is announced at least 48 hours in advance and carried out outside business hours as far as possible. Urgent security interventions may take place without notice.
Support. Support is provided by email at support@overdracht.io, Monday to Friday, from 9 a.m. to 6 p.m. (Paris time). Overdracht endeavours to respond within 1 business day. Guides and tutorials are available online.
Third-party services. Overdracht is not liable for interruptions of third-party services (SMS operators, payment providers), or for the actual receipt of messages by their recipients.
Data of the Client's customers. For the data the Client enters in the Service, the Client is the controller and Overdracht is the processor. Their relationship is governed by the Data Processing Agreement, appended to these Terms. The data is hosted by OVHcloud, in France.
Client data. Data relating to the Client and its users is processed by Overdracht in accordance with its Privacy Policy.
Data ownership. The Client remains the owner of its data. Overdracht uses it only to provide the Service and does not sell it.
Confidentiality. Each party keeps the other's non-public information confidential, throughout the subscription and for 3 years afterwards.
The Service, its code, interfaces, documentation and the Overdracht brand are the exclusive property of OVERDRACHT SOFTWARE INC.
The subscription grants the Client a personal, non-exclusive and non-transferable right of use, limited to the term of the subscription and to its professional activity. No ownership rights are transferred to it.
The Client's suggestions for improvement may be freely used by Overdracht, without compensation.
Overdracht's liability. Overdracht is bound by an obligation of means. It is liable only for direct and proven damage resulting from a breach attributable to it.
Indirect damage is excluded: loss of revenue, customers or data not exported by the Client, as well as the consequences of delay, loss of or damage to goods, which fall within the Client's transport business.
Overdracht's total liability is capped at the amounts paid by the Client during the 12 months preceding the event giving rise to liability. These limitations do not apply in the event of gross negligence or wilful misconduct.
Client's guarantee. The Client indemnifies Overdracht against any third-party claim related to its use of the Service, in particular the data it enters and the messages it sends.
Force majeure. Neither party is liable for a failure caused by a force majeure event (natural disaster, major outage of a hosting provider or operator, large-scale cyberattack, decision of an authority). If the event lasts more than 30 days, either party may terminate without compensation.
Changes. Overdracht may change the Terms. The Client is notified by email at least 30 days before they take effect. If it refuses the new terms, it may terminate before that date, free of charge.
Governing law. The Terms are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein. For a Client established in the European Union, the mandatory rules of the GDPR apply in all cases.
Disputes. The parties first seek an amicable solution for 30 days. Failing that, the dispute is submitted to the competent courts of Vancouver, BC.
Miscellaneous. The invalidity of one clause does not affect the others. Failure to rely on a breach does not constitute a waiver. In the event of translation, the French version prevails.
Appendix 1: Data Processing Agreement (DPA).