Last update : April 28, 2025

Article 1. Purpose

WOOP (hereinafter referred to as the “Service Provider”), a variable-capital simplified joint-stock company (SAS), registered with the Lille Métropole Trade and Companies Register under number 852 036 631, whose registered office is located at 67, Rue du Luxembourg (59777), publishes and markets a software offer:

• Under the brand name Woop, a Delivery Management System (hereinafter the “DMS”) SaaS composed of a set of software components allowing for the orchestration of last-mile deliveries.
  
  
• Under the brand name Mapo, a Vehicle Routing and Scheduling (hereinafter the “VRS”) composed of a SaaS software and a mobile planning application, allowing for the optimization and orchestration of delivery routes.
  
  

The purpose of these General Terms of Service (hereinafter the “GTS”) is to define the general terms and conditions under which the Service Provider provides the Client, acting exclusively for professional purposes, with the Solution and the associated Services subscribed within an Order, and authorizes the Client and its authorized Users to use the Solution.

For online subscription via the Mapo Self-Service offer, the specific conditions described in Annex 3 apply and supplement these GTS. Any Order placed by the Client with the Service Provider, as well as any use of the Solution, shall therefore be governed by these GTS and, where applicable, their annexes, which shall prevail over any other document that may have been communicated to the Client, unless otherwise expressly agreed by the parties.

Article 2. Definitions

The terms used in the contract have the meaning given to them in the definitions below: 

The terms used in the contract have the meaning given to them in the definitions below:

 Anomaly: means a bug, defect in performance, malfunction or non-compliance of the Solution with the applicable   documentation. Anomalies are classified into three categories:

“CRITICAL” Category: The Solution can no longer be used or its use is unreasonable (notably for safety reasons). No workaround is possible, either through a manual action or through other resources provided by the Service Provider.

“MAJOR” Category: The use of the Solution is restricted, but manual operational functioning remains possible. The problem can be circumvented through a manual action or through resources made available by the Service Provider, thereby preserving an acceptable level of productivity.
 

“MINOR” Category: The problem does not affect, or only marginally affects, the features and use of the Solution.

Order: means any firm commitment by the Client to the Service Provider for the subscription to the Solution (and/or any associated Service), formalized either by a quotation or purchase order signed by the Client, or by an online subscription within the framework of the Self-Service made available by the Service Provider. The Order notably defines the functional Modules subscribed to, the pricing conditions, and the duration of the commitment.

Data: Client Data means signals, writings, images, sounds, or messages of any kind provided by the Client and, more broadly, any type of computerized data provided by the Client and that may be processed and hosted by the Service Provider or its subcontractors, including Personal Data.

Subscription Plan: means any paid offer (monthly or annual) proposed via the Self-Service, as described in the online subscription interface.

Functional Module: means software, a mobile application, or an autonomous software component, integrated within the Solution, designed to perform a set of specific and interconnected tasks. Each module meets a specific business need or particular operation, while offering targeted functionalities. It may interact with other modules to enrich the entire Solution and provide a complete and coherent response to the functional and operational requirements of the system. It exposes a human-machine interface or APIs allowing other parts of the system (or other modules) to interact with it in a standardized manner.

Package: means a coherent set of preconfigured Functional Modules, designed to work together to meet a specific business scope. Each Functional Module, by exposing a standardized interface (whether human-machine or API), contributes to an integrated and complete solution.

Services: means the provision of the Solution and the associated Services in accordance with the terms of this Contract. The Services agreed by the Parties are defined within an Order.

Free Trial Period: means the period during which the Client tests the Mapo offer proposed in Self-Service without being charged.

SaaS: means a software distribution model in which the application is hosted by the provider and accessible by users via the internet.

Self-Service: means the online interface made available by the Service Provider at the address woopit.fr, through which the Client can register and subscribe to the Solution (and any associated Service) without going through a quotation or signed purchase order, by accepting these GTS and providing the necessary information (identity, contact details, payment methods, etc.). Subscription via this Self-Service constitutes an Order within the meaning of these GTS.

Associated Services: means the service provisions provided by the Service Provider to the Client as part of the Services, including in particular hosting, configuration, maintenance, and support relating to the Solution.

Solution: means the Package and/or the Functional Module(s), as subscribed within an Order.

User: means any natural person authorized by the Client to use the Solution, as well as any computerized system of the Client, accessing or using the Solution.

Article 3. Contractual documents

The contractual documents are defined in descending order of priority as follows:

• The Order,
• These GTS,
• The Data Processing Agreement,
• The list of the Service Provider's subcontractors,
• The list of third-party components,
• The Specific Conditions for Self-Service subscription to the Mapo offer.

These documents together constitute the contract (hereinafter the “Contract”). In the event of contradiction between documents of a different nature or rank, it is expressly agreed between the Parties that the provisions contained in the higher-ranking document shall prevail for the obligations subject to conflicting interpretation. In the event of contradiction between provisions of documents of the same rank, the most recent documents shall prevail over the others.

Article 4. Description of services

General Provisions. Under this Contract, the Service Provider undertakes to provide the Solution including the Functional Modules subscribed by the Client, as well as any Service that may be subscribed by the Client, under the conditions defined by the parties within the Order.
The Service Provider reserves the right to upgrade the Solution by offering an equivalent or superior service, without altering its quality, and having overall characteristics similar to those in effect at the time of subscription. These changes, to the extent that they are initiated by the Service Provider, do not affect the price paid by the Client where applicable.

As part of the Mapo offer, the Service Provider also offers an online subscription path via the Self-Service. The specific provisions relating to this subscription (Free Trial Period, Subscription Plans, payment terms, etc.) are described in Annex 3, which forms an integral part of these GTS.

Relationship between merchants and carriers. Unless expressly agreed otherwise, the Service Provider does not intervene in the contractual transport relationship between carriers and merchants.

Service levels. The Service Provider undertakes to comply with the service levels (SLA) described at the following address: https://legal.woopit.fr/en/service-agreement

Collaboration of the parties. The performance of this Contract requires active and regular collaboration between the parties. To this end, each party shall appoint a person responsible for the proper execution of the Contract and in charge of maintaining with the other party the necessary relations for the performance of the Contract. The Client declares having received from the Service Provider all existing documents, data, information, and elements necessary for the proper understanding and performance of this Contract.

ARTICLE 5. TERM AND TERMINATION OF THE CONTRACT

General Provisions. The Contract takes effect on the date of its signature by the parties and for the duration indicated in the Order. In the absence of any indication of duration in the Order, the Contract takes effect on the date of its signature by the last of the parties for an indefinite period. It may be terminated by either party by sending the other party a registered letter with acknowledgment of receipt, taking effect three (3) months after the sending of the aforementioned letter.

Termination for cause. In case of breach by either party of any of its obligations under the Contract, the other party shall be entitled, thirty (30) days after formal notice sent by registered letter with acknowledgment of receipt remains ineffective, to terminate the Contract automatically by sending a second registered letter with acknowledgment of receipt, notwithstanding the right to claim compensation for the damage suffered.
In the event that the fault, breach, or unfulfilled obligations by one of the parties are such that the Contract cannot be continued or remedied, the other party may terminate the Contract immediately, by operation of law, as soon as the breach or fault is established, by sending a registered letter with acknowledgment of receipt mentioning this clause and its justification.

Consequences of Contract termination. Upon termination of the Contract, unless otherwise provided in special conditions:

• The price of any executed Service as well as the price of any Service with a commitment duration shall be fully due, except in the event of proven fault exclusively attributable to the Service Provider;
  
  
• The Solution will be automatically deactivated and the license to use the Solution will be terminated;
  
  
• Subject to the “Reversibility” article, access to the Data hosted under the Service will be cut off.

Restrictions on Access to New Offers. Any new pricing offer or Subscription Plan launched after the date of subscription to the Contract shall be exclusively reserved for new Clients who have no current contractual commitment through an Order.

The Client may not request early termination or migration to a new offer solely for the purpose of benefiting from a more advantageous rate, except with the express and written consent of the Provider.

Reversibility. At the end of the Contract, subject to a request from the Client within thirty (30) days from the effective termination date of the Contract, the Service Provider undertakes to carry out the operations that will allow the Client to recover its data in the best conditions in order to migrate it to any other system of the Client’s choice. If the Client fails to make such request within the aforementioned time frame, the data will be deleted by the Service Provider. The reversibility operations will consist in the delivery of the Client’s data in a raw file in a standard market format (.xls, .json, .txt) and at no additional cost to the Client. Any specific request will be subject to a prior quotation from the Service Provider.

Article 6. Conditions of use of the solution

The Service Provider grants the Client and its Users a personal, non-exclusive, non-assignable and non-transferable right to use the Solution, for the duration and geographic scope specified in the Order, and solely for purposes related to last-mile activity and/or route optimization. The right of use means the right to represent and implement the Solution in accordance with its intended purpose, in SaaS mode via a connection to an electronic communications network. The Client shall in no event make the Solution available to a third party and strictly prohibits any other use, including but not limited to any adaptation, modification, translation, arrangement, distribution, decompilation, resale.

The Client guarantees compliance by its Users with this license to use the Solution. The Client must ensure that the confidentiality of the usernames and passwords is maintained by its Users and shall ensure appropriate access rights are assigned to its Users of the Solution.

Article 7. Calendar
Unless expressly otherwise provided in the Order, any schedule that may be established for the performance of the Services is for informational purposes only and based on an estimate of the workload involved in said Services. The Service Provider undertakes to use its best efforts to establish a schedule adapted to the performance of the Services entrusted to it, it being specified that this schedule is based on the elements provided by the Client on the date the quotation is issued. Any subsequent modification of these elements may lead to a revision of the schedule by the Service Provider.

Article 8. Prices and terms of payment

The Client undertakes to pay the amount indicated in each Order and to settle the invoices under the following terms: For Clients who have subscribed via Self-Service (Trial period, online payment by credit card via Stripe, etc.), the special provisions set out in Annex 3 shall apply, in particular regarding invoicing and the collection date.

For other subscription methods, in the case of monthly payment, the payment shall be made by direct debit, at a due date no later than ten (10) days after the date of issuance of the invoice, in other cases by bank transfer within thirty (30) days end of month from the date of issuance of the invoice.

Any late payment shall automatically result in:
• The application of late payment penalties calculated from the day following the due date of the invoice until full payment, equal to three times the legal interest rate,
• The payment of a fixed compensation for recovery costs in the amount of forty (40) euros, and this without prejudice to any other rights or remedies available to the Service Provider,
• The suspension of the Services, fifteen (15) days after sending a formal notice to the Client that remains unsuccessful.

Unless otherwise agreed, the price stipulated in the Order may be revised each year, without however exceeding the amount calculated according to the following formula: P = PO x S / SO where P = the revised price, PO = the initial price, S = the most recent Syntec index at the revision date, and SO = Syntec Index known at the effective date of the Order. If for a cyclical reason, the index S1 is lower than S0, the ratio S1/S0 shall be considered equal to 1.

Article 9. Liability and warranties

Obligation of means. The Service Provider undertakes to provide the Services, under the conditions determined in an Order and within the framework of an obligation of means, according to the state of the art or the standards of its profession, and in compliance with the applicable regulations. However, the Service Provider provides no express or implied warranty, including any warranty of quality and fitness for a particular purpose of the Services provided to the Client, and any warranty regarding the information and data provided by the Users and that may be obtained through the Solution. The Client is responsible for the choice of using the Solution in the context of its professional activity. The use of the Solution and the exploitation of the data it enables to obtain are therefore under the sole responsibility of the Client and at its own risk.

Limitation of liability. Each party is liable for bodily injury and material damage it causes to the other party that would result from its fault. No party shall be held liable, regardless of the type of liability action brought, even if it has been informed of their possible occurrence, for indirect damages (including damages resulting from loss of profits, loss of earnings, loss of data resulting from a breach by the other Party or loss of use suffered by the other party or by a third party). In any case, and except for bodily injury caused to persons, the annual financial liability of the Service Provider, for all damages occurring in the year, shall be capped at the total amount of the price paid by the Client under the Contract during the year preceding the occurrence of the damage. In the event the damage occurs before twelve (12) months of services, the amount of damages to which the Client may be entitled shall be calculated based on the average monthly amount paid by the Client under the Contract multiplied by twelve. Each party holds an insurance policy with a well-known solvent company, in order to cover the financial consequences it may incur due to bodily, material and immaterial damage, regardless of their origin, caused to the other Party, as well as to any other third party, for all activities and obligations arising from this Contract.

Article 10. Confidentiality

Each party undertakes to keep confidential, towards any third party, all information concerning them, communicated within the framework of this Contract or of which they may become aware during its execution, notably but not limited to, techniques, computer code, programming tools, software composing the IT system of each of them, documentation and reports exchanged between them. Each party undertakes to take all necessary measures with its staff and/or subcontractors to guarantee this confidentiality.

Such information is exchanged between the parties solely for the purpose of executing the object of this Contract. The parties therefore undertake not to use it for other purposes, except within the scope of the article “Use of data for statistical purposes.”Throughout the duration of the Contract and for two (2) years after its termination, each party undertakes not to disclose such information to third parties, without the prior written authorization of the other party, unless it is able to prove that the information is in the public domain without any fault or negligence on its part, and not to take any action that may directly or indirectly harm this confidentiality.

Article 11. Security and personal data 

Security. The Service Provider undertakes to implement and maintain adequate measures to secure the Solution. The Security Assurance Plan, detailing these measures, is available upon request. Hosting and location of the 

Data. The Service Provider undertakes and guarantees that the Client’s Data in production, backup, or archive, is hosted on secure servers located within the territory of the European Union. The Service Provider performs daily Data backups. It guarantees that the backup and archiving procedure in place ensures the conservation, availability, integrity, confidentiality, and security of the Data.

Audit. The parties agree that the Client, after notifying the Service Provider in writing with a minimum notice of thirty (30) days, limited to one audit per year and for a maximum duration of five (5) days, may carry out, at its own expense, an audit relating to the security of the Services entrusted to the Service Provider. Beyond one man-day dedicated by the Service Provider to the audit, the Service Provider may invoice the Client for the time spent according to the rates referred to in the commercial terms. This audit shall be carried out by an external firm that is not a direct competitor of the Service Provider. In this context, the Service Provider undertakes to fully cooperate with the Client’s auditors and to provide them with all the information necessary to perform their mission. Regarding an audit specifically concerning compliance with personal data instructions, the parties refer to the Data Processing Agreement (hereinafter “DPA”) in Annex 1 hereto.

Use of data for statistical purposes. The Client authorizes the Service Provider to use the Data processed during the execution of this Contract in an aggregated form, for statistical studies and reporting purposes. As such, the Service Provider is authorized to use these studies for its own account, but also to make them available to its clients or third parties, for the purpose of improving their service, provided that these statistical studies do not contain any information enabling the direct or indirect identification of the source of the data, any strategic information likely to constitute or reveal a trade secret, any personal data identifying end clients, or more generally any confidential information. Studies may be provided to the Client, and included in the price of the Services, depending on what is stipulated in each Order. Beyond these studies included in the price, any request for additional study shall be subject to a prior quote. Personal data processing carried out on behalf of and under the responsibility of each party. Under the Contract, each party processes personal data concerning the other party and its potential representatives. 

The legal basis for such data processing is:
● Legitimate interest: canvassing and promotion; management of commercial relationships; invitation to events organized by a party.
● Performance of pre-contractual measures or of the Contract: management of relationships with designated contacts; monitoring of Services; collection.
● Compliance with legal obligations: invoicing; accounting.

The data is retained for the period necessary to execute the Contract, and in accordance with applicable law, notably the limitation periods applicable to civil or criminal actions. Any data subject may exercise their rights regarding their personal data (access, rectification, erasure, etc.) by sending their request to the designated contact person of each party. The data subjects also have the right to lodge a complaint with the CNIL.
Processing carried out by the Service Provider on behalf of and under the responsibility of the Client. The personal data processing conditions by the Service Provider on behalf of the Client are described in the DPA annexed hereto. Data transmitted by the Service Provider to carriers. It is reminded that the Service Provider is not responsible for the conditions, notably regarding security, under which the data transmitted to carriers under this Contract are processed, insofar as such Data is transmitted to the carriers upon the Client’s instructions. The security and confidentiality measures implemented by each carrier must be defined directly in the transport contract binding the Client and each of its carriers

Article 12. Intellectual property

General provisions. The Service Provider holds the intellectual property rights over the elements made available to the Client under this Contract, in particular the Solution. These elements are made available to the Client solely for the duration and the needs of the Contract. The presentation and content of these elements together constitute a work protected by the laws in force on intellectual property. Therefore, any reproduction, in whole or in part, of these elements is systematically subject to the prior written authorization of the Service Provider, failing which it may be sanctioned, particularly under counterfeiting laws.

Warranties. The Service Provider warrants that the Solution provided under this Contract does not infringe third-party rights and does not constitute a counterfeit of a pre-existing work. Consequently, the Service Provider undertakes to defend the Client at its own expense against any action for infringement of copyright or other intellectual property rights brought by a third party, concerning any of the above-mentioned intellectual creations, provided that the Client has immediately informed the Service Provider of the initiation of the relevant action and has allowed the Service Provider to manage the resolution of the dispute.

Use of third-party software by the Client. In the event of use or interfacing of third-party software in connection with the Solution, it is the responsibility of the Client to conclude the necessary licenses. The Service Provider is in no way a party to said contracts and the provision of the Solution shall in no case be considered a distribution service of said software. The Service Provider shall not be held liable for any failure on the part of the Client to meet its obligations towards the third-party holders of intellectual property rights on the software concerned. The Client shall indemnify and hold harmless the Service Provider from any judgment including principal, interest, costs, and ancillary charges that may be levied against it due to the irregular use of third-party software resulting from the Client's fault.

Article 13. Use of third party components by Mapo Driver 

Definition of Third-Party Components. The Mapo Driver application, depending on the option subscribed to in the Order, integrates one or more third-party software components (hereinafter referred to as "Third-Party Components"). The current list of Third-Party Components and their respective functionalities can be accessed at any time at the following Internet address: https://legal.woopit.fr/en/third-party-components-licenses-mobile

The use of a Third-Party Component is subject to the present General Terms and Conditions of Service, as well as to the terms of use specific to each Third-Party Provider, available on the page mentioned above. In the event of any contradiction between these TOS and the specific terms and conditions of a Third-Party Component, the TOS shall prevail.

Right of Use and License. 

Liability and Limitations

Such suspension or termination may also occur in the event of a unilateral decision by a third-party supplier to interrupt access to its component.

Acceptance of Third-Party Component Conditions.

By activating or using functionality based on a Third-Party Component in the Mapo Driver application, the User :

Rejection of Terms and Consequences.
If the User does not accept the terms of a Third Party Component, the User must not use the functionality concerned in the Mapo Driver application.

Any actual use of such a feature shall constitute full acceptance of the applicable conditions. In the event of non-compliance with said conditions, access to the feature may be restricted, suspended or terminated without compensation.

Article 14. Advertising and references

The Client authorizes the Service Provider to mention the Client as a business reference and to display the Client’s corporate name and/or trademark on its communication media without prior written agreement, for the duration of the Contract.

Article 15. Provider's personnel 

Working conditions of personnel. The personnel of the Service Provider assigned to the performance of the Contract shall remain under the administrative and social supervision and under the sole hierarchical and disciplinary authority of the Service Provider throughout the duration of the Contract. At the Client’s request, the Service Provider shall provide the documents required under Article L8222-1 of the French Labour Code.

Non-solicitation.Each Party agrees not to solicit, recruit or have recruited, directly or indirectly, any employee of the other Party who has participated in the performance of the Contract in any capacity whatsoever, during the term of the Contract and for a period of twelve (12) months following its termination, regardless of the reason, except with the prior written agreement of the other Party during the execution of the Contract. In the event of a breach of this obligation, the defaulting Party shall pay the other Party financial compensation equal to one hundred percent (100%) of the concerned employee’s gross annual salary.

Article 16. Miscellaneous

Waiver.Any delay or failure by either Party in exercising any of its rights shall not be construed as a waiver of such rights, whether in whole or in part, nor shall it be deemed to constitute an implied modification of the Contract.

Assignment of the Contract.The Service Provider may assign all or part of its rights and obligations under the Contract to any legal entity of its choice, provided it informs the Client thereof.

Force Majeure.Neither Party shall be held liable for the non-performance of its contractual obligations if such non-performance results from an event of force majeure as defined by French law and jurisprudence. A Party invoking force majeure shall be relieved of its obligations only to the extent and for the duration during which it is prevented from performing such obligations and provided that it immediately informs the other Party.

Severability. If any provision of this Contract is found to be null, invalid, or unenforceable for any reason, such provision shall be deemed non-existent, and the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced by one that most closely reflects the original intent and purpose of the clause.

Article 17. Anti-corruption and duty of vigilance 

Throughout the term of this Contract, the parties undertake to comply with the rules of integrity and prevention of corruption as enacted by the Sapin 2 law no. 2016-1691 of December 9, 2016 relating to transparency, the fight against corruption and the modernization of economic life. In particular, for the conclusion and performance of this Contract, the parties undertake never to offer, promise or grant any undue pecuniary or other advantage, intentionally, directly or indirectly, with a view to obtaining an illegal, illegitimate or unfair action for the market, for their benefit or for the benefit of a third party. They also undertake to make their employees, representatives and service providers aware of their anti-corruption measures. In addition, under the same conditions, the parties certify that their activities in connection with this Contract do not cause serious harm to human rights and fundamental freedoms, the health and safety of people and the environment, in application of Law No. 2017-399 of March 27, 2017 on the duty of care of parent companies and ordering companies. 

In the event of non-compliance with this clause by either party, the other party reserves the right to terminate the Contract without the other party being entitled to claim any compensation for breach. 

Any employee who observes an infringement may report it to the Service Provider via the alert system at the following address: ethics@woopit.fr 

Article 18. Applicable law and jurisdiction 

This contract is governed exclusively by French law. ANY DISPUTE BETWEEN THE PARTIES RELATING TO THEIR COMMERCIAL RELATIONS AND IN PARTICULAR TO THE CONCLUSION, INTERPRETATION, PERFORMANCE AND TERMINATION OF THIS CONTRACT SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE PLACE WHERE THE SERVICE PROVIDER'S REGISTERED OFFICE IS LOCATED, EVEN IN THE EVENT OF A WARRANTY CLAIM OR MULTIPLE DEFENDANTS, INCLUDING IN THE EVENT OF EMERGENCY OR CONSERVATORY PROCEEDINGS, IN SUMMARY PROCEEDINGS OR BY PETITION.

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Appendix 1 : Woop Data Processing Agreement ("DPA")

Document available at: https://legal.woopit.fr/en/dpa-woop which applies to the processing of personal data as specified in the Agreement. 

Appendix 2 :  list of Woop subcontractors

Document available at : https://legal.woopit.fr/en/subcontractors-woop

Appendix 3 :  Special conditions for self-service subscription to the MAPO offer

Document available at : https://legal.woopit.fr/en/terms-self-service-mapo