Licenční smlouva pro Taxi společnosti

TERMS AND CONDITIONS

These terms and conditions set forth the terms and conditions applying to and governing the use of the Taxify application for taxi companies.

1. DEFINITIONS

1.1. Taxify – a private limited company incorporated and registered under the laws of Republic of Estonia with registration code 12417834, registered office Veerenni 24, Tallinn, Estonia.

1.2. Software – software called Taxify produced by Taxify allowing the persons requiring taxi services to communicate their respective requests to the taxi service providers. The Software comprises of the Mobile Application Software and the Management Software.

1.3. Mobile Application Software or AP – software called Taxify produced by Taxify for mobile devices allowing taxi service providers and persons requiring taxi services to communicate and use a credit card payment, a mobile payment and a Corporate Customer Payment.

1.4. Management Software or MS – management software called Taxify produced by Taxify enabling the taxi service providers to monitor the usage of the AP.

1.5. Customer – a person requesting taxi service by using the Software.

1.6. Taxi Company – a taxi service provider.

1.7. General Conditions – these general conditions of the license agreement provided by Taxify.

1.8. Agreement – an agreement between Taxify and the Taxi Company regarding the use of the Software comprising of these General Conditions and additional terms and conditions referred to herein or agreed in the future between Taxify and the Taxi Company.

1.9. License – the right to use the Software in accordance with the Agreement.

1.10. Website – Taxify’s website located at www.taxify.eu.

1.11. Price List – the price list of Taxify indicating the fees payable to Taxify by the Taxi Company located at http://taxify.eu/pricing.

1.12. License Fee – fee payable by the Taxi Company to Taxify for using the Software.

1.13. Order Fee – part of the License Fee payable by the Taxi Company on each order submittedby the Customer to the Taxi Company or the Driver by using the Software.

1.14. Driver Fee – part of the License Fee payable by the Taxi Company as a monthly fixed fee per a taxi driver operating under the Taxi Company.

1.15. Brokerage Fee – the fee paid by the Taxi Company to Taxify for brokering Taxify payments.

1.16. Marketing Compensation – the compensation paid by Taxify to the Taxi Company.

1.17. Corporate Customer Payment – the method of payment for taxi service via a credit card orTaxify.

1.18. Taxify Payment – a credit card payment, a mobile payment and a Corporate Customer Payment, which can be used to pay for taxi service.

2. ENTRY INTO THE AGREEMENT

2.1. Prior to downloading and using the Software the Taxi Company must sign up with Taxify by filling in the necessary information required by Taxify on the Website. Upon successful completion of the signing up Taxify will provide the Taxi Company with a personal account accessible with a password chosen by the Taxi Company. By clicking „I ACCEPT“ button the Taxi Company confirms that:

  • 2.1.1. it is according to law entitled to enter into the Agreement with Taxify;

  • 2.1.2. it has carefully studied and fully understands the General Conditions, including all the obligations that arise to the Taxi Company as provided herein;

  • 2.1.3. it agrees to be bound by and follow the terms and conditions as provided in this General Conditions and in the Agreement;

  • 2.1.4. all the information presented to Taxify by the Taxi Company is accurate, correct and complete;

  • 2.1.5. it will not authorize other persons to use the Taxi Company ́s account nor transfer or assign it to any other person;

  • 2.1.6. it will not use the Software for unauthorised or unlawful purposes and impair the proper operation of the Software;

  • 2.1.7. it will not copy or distribute the Software or other Taxify content without the prior written permission from Taxify;

  • 2.1.8. it fully complies with the laws and regulations applicable;

  • 2.1.9. it fully agrees with the privacy policy of Taxify provided on the Website(http://www.taxify.eu/legal/privacy).

2.2. The passwords obtained by the Taxi Company for using the Software are not to be revealedby the Taxi Company to any third persons.

2.3. The Taxi Company hereby guarantees that the Taxi Company provides the taxi service in accordance with the local laws and regulations. The Taxi Company confirms it has all the required licenses, permits and other necessary documentation for providing the taxi service. The Taxi Company is fully liable for any of the violations by such laws and regulations.

2.4. The Taxi Company must provide the taxi service in a professional manner in accordance with the business ethics applicable to providing taxi service and endeavour to perform the Customer’s request in the best interest of the Customer.

3. SOFTWARE AND SUPPORT

3.1. The Software allows the Taxi Company to receive requests from the Customers interested in using taxi service provided by the Taxi Company, to which the Taxi Company can react to by using the Software. For avoidance of doubt Taxify does not guarantee the submission of requests by the Customers and can in no way be considered as a person acting on behalf or in the name of the Customer.

3.2. Full and on time payment of the License Fee entitles the Taxi Company to receive support services from Taxify (on business days from 08:00 – 18:00 Estonian time). The support services commence on the date of entry into the Agreement and end together with the termination of the Agreement. Taxify has the right to stop providing the support services in case the Taxi Company is in delay with any of the payments for more than 5 (five) calendar days.

4. GRANT OF LICENSE

4.1. Taxify hereby grants the Taxi Company, subject to the provisions of the Agreement, a non- exclusive license to use the Software according to the terms referred to herein.

4.2. The Taxi Company shall pay Taxify a royalty pursuant to section 5 of the General Conditions.

4.3. The License is granted for non-limited period and is valid only in the territory where the Taxi Company is established and operating.

4.4. The License granted herein by the Taxi Company revokes automatically together with termination of the Agreement. After termination of the Agreement the Taxi Company must immediately stop using the Software and Taxify is entitled to block and delete the personal account of the Taxi Company without a prior notice.

4.5. All of the copyright and intellectual property rights of the Software, including software code and database thereof are owned by Taxify and protected by copyright and/or trade secret laws and international treaty provisions. The Taxi Company does not acquire any rights of ownership to the Software or any connected documentation.

5. LICENSE FEE

5.1. The Taxi Company pays Licence Fee to Taxify for the use of the Software in the amount specified in the Price List:

  • 5.1.1. fee for each Customer’s order for taxi service accepted by the Taxi Company by using the AP (also marked as Order Fee) and

  • 5.1.2. monthly fixed fee for using the Software (Driver Fee). The Driver Fee is based on the number of taxi drivers operating under the Taxi Company and using the Software.

5.2. All the prices indicated in the Price List do not include the Value Added Tax (VAT in short). The Price List may change from time to time and Taxify shall notify the Taxi Company of any amendments therein at least 14 (fourteen) days in advance.

5.3. The Taxi Company shall pay the License Fee to Taxify for the previous month at latest on the 5th date of each month. Upon delay with payment of the Taxi Company Fee the Taxi Company shall pay penalty of late payment in the amount of 2 % (two percent) of the unpaid amount per day.

5.4. In case of payment by credit card the Taxi Company is not entitled to any refunds (this also applies when the Taxi Company has made a pre-payment for the License Fee and the Agreement is terminated).

6. TAXIFY PAYMENT TERMS

6.1. The Mobile Application Software offers Customers a possibility to order taxis and pay for taxi service using the Taxify Payment. When using the Taxify Payment the Customer is not obliged to make the payment directly to the taxi service provider. Fee of taxi service is provided by Software, the taxi driver, having completed the provision of taxi service, shall correct the fee according to the taximeter data. Taxi driver is not entitled to correct the fee higher than it is provided by the taximeter.

6.2. The Customer shall be deemed to have paid for taxi service after selecting Taxify Payment option in the application. If the Customer’s right to pay for the service using the Taxify Payment option has been suspended, or if such payment cannot be completed for technical reasons, the payment for taxi service shall not be deemed made by selecting the payment method. In such case the Customer shall pay for taxi service directly to the driver of the Taxi Company.

6.3. The obligation of Taxify to forward the fee collected for the provision of taxi service to the Taxi Company, after the said fee has been credited to Taxify’s bank account. Taxify shall not be obliged to forward the fee paid for the provision of taxi service to the Taxi Company, if the Customer’s credit card or mobile payment is cancelled or is unsuccessful for reasons not attributable to Taxify.

6.4. Taxify shall broker Taxify Payments for the provision of taxi service to the Taxi Company up to the amount of 25 euros per one trip. If the fee for taxi service payable by the Customer exceeds 25 euros, Taxify is obliged to broker the payment to the Taxi Company only if the amount exceeding 25 euros has been deducted by Taxify from the Customer’s means of payment. If the Taxify Payment limit does not entitle the Customer to pay for taxi service an amount exceeding 25 euros, Taxify shall not be obliged to reimburse the Taxi Company such amount exceeding the 25 euros limit. If taxi service fee payable by the Customer is less than 25 euros, but the Taxify Payment limit does not render payment of this amount possible, Taxify shall be obliged to reimburse the Taxi Company the transaction fee in the amount up to 25 euros per one trip.

6.5. After having been provided taxi service the Customer shall receive via the Taxify application a notice, which shall set out the amount of the fee. If the Customer suspects that the fee does not match the reasonable taxi cost, the Customer may send Taxify a notice requesting that the amount of the fee be checked. If such check reveals that the fee is unreasonably high vis-à-vis a normal fee for taxi service, Taxify shall be entitled to request the Taxi Company to compensate for the excess fee. Taxify shall be entitled to use the driving route data to calculate the amount of taxi service fee.

6.6. The Taxi Company may not refuse payment for taxi service via the Taxify Payment option, or influence the Customer against the use of the Taxify Payment. If a driver of the Taxi

Company refuses to accept a Taxify Payment, Taxify shall be entitled to charge a contractual penalty in the amount of 5 euros for every refusal.

6.7. Before rendering taxi service the driver of the Taxi Company shall ensure that the Customer is indeed the person who has ordered taxi service. If the driver of the Taxi Company has made a mistake in identifying the Customer, and the Taxify Payment is charged to a person, who has not been provided taxi service, Taxify shall reimburse the Customer for the fee. In this case the Taxi Company shall not be entitled to receive the fee for taxi service from Taxify. For every wrongfully applied Taxify Payment Taxify shall be entitled to charge the Taxi Company a contractual penalty of 5 euros for every individual breach.

6.8. The Taxi Company warrants that it understands that Taxify Payment does not supersede the requirements established by the laws and regulations, i.a. the obligation of the Taxi Company to provide the Customer with a receipt printed out on the printer.

6.9. Taxi Company authorises Taxify, in the capacity of a commercial agent, to receive from Customers the fee payable for taxi service. The Taxi Company shall notify Taxify of any circumstances necessary to perform its obligations and, upon Taxify’s request, present documents and evidence connected with the performance of taxi service. Taxify has the right to accept the fee paid by Customers to the Taxi Company for the provision of taxi service, and to receive from the Taxi Company the Brokerage Fee for brokering such payments.

6.10. Taxify shall transfer the taxi service fee paid by Customers to the bank account of the Taxi Company in accordance with the Taxify Payment terms. The Taxi Company shall be entitled to review Taxify Payment reports.

7. BROKERAGE FEE AND SETTLEMENTS

7.1. For brokering Taxify Payments the Taxi Company shall pay Taxify a Brokerage Fee equalling 2.9% of every Taxify Payment.

7.2. Taxify shall transfer the amounts collected as Taxify Payments, which have been credited to the Taxify’s bank account in the preceding week, to the bank account of the Taxi Company at the latest on the fourth business day of the following week. The Brokerage Fee shall be deducted from the transaction fees.

7.3. Taxify may set off any Taxify Payments against the Brokerage Fees and License Fees payable by the Taxi Company to Taxify. Taxify shall not regard the Brokerage Fee as the fee charged for taxi service, and shall not have the right of claim in respect of the Brokerage Fee.

7.4. Taxify shall submit the Taxi Company an overview, showing the amounts of the Taxify Payments brokered to the Taxi Company as at the last Sunday of a calendar month, as well as the withheld amounts of the Brokerage Fee and the License Fee.

8. MARKETING COMPENSATION

8.1. Taxify may arrange various campaigns, e.g. reduce taxi service price, if the service is paid using the Taxify Payment option, or offer other benefits to market the Software.

8.2. In case of a marketing campaign, a discount is made in the Mobile Application Software. In such case the Customer shall pay for taxi service the amount, which is shown in the Mobile Application Software.

8.3. In case of a marketing campaign Taxify shall pay the Taxi Company a Marketing Compensation, amounting to the monetary value of the benefit offered to the Customer. Such Marketing Compensation shall be paid to the Taxi Company concurrently with payment of the brokered taxi service fees. Taxify may set off the Marketing Compensation against the Brokerage Fee and the License Fee payable by the Taxi Company to Taxify.

9. LIABILITY

9.1. Taxify and/or any of its subsidiaries are not liable for any loss or damage that may arise to the Taxi Company under or in connection with the Agreement or by using or in connection with the Software, including but not limited to:

  • 9.1.1. any direct or indirect monetary loss;

  • 9.1.2. loss of profit or anticipated savings;

  • 9.1.3. loss of business, contracts, contacts, goodwill, reputation and any loss that may arise from interruption of the business;

  • 9.1.4. loss or inaccuracy of data; and

  • 9.1.5. any other type of loss or damage.

9.2. Taxify and/or any of its subsidiaries are not liable for the actions or non-actions of the Customers using the Software and shall not be liable for any loss or damage that may occur to the Taxi Company as a result of actions or non-actions of the Customers.

9.3. Taxify is not liable for the proper functioning of the Software and any loss or damage that may occur to the Taxi Company as a result. Taxify is entitled to terminate the use of the Software by the Taxi Company should the Taxi Company use the Software with an incompatible or unauthorized device.

9.4. Taxify is not liable for any loss or damage that may arise to the Customers in connection with using the taxi service provided by the Taxi Company.

9.5. Non-performance of any of the Taxify’s obligations is excused if it is caused by force majeure. Force majeure are circumstances which are beyond the control of Taxify and which, at the time the Agreement was entered into, Taxify could not reasonably have been expected to take into account, avoid or overcome the impediment or the consequences thereof which Taxify could not reasonably have been expected to overcome.

9.6. The Taxi Company is fully liable for breach of the Agreement and/or any other applicable laws or regulations and shall stop and remedy such breach immediately after receipt of a respective demand from Taxify or any state or other authority.

9.7. The Taxi Company is fully liable for any direct and/or indirect loss and/or damage that Taxify and/or any of its subsidiaries may occur in connection with breach of the Agreement and/or using the Software and/or providing the taxi service by the Taxi Company. Should

any such loss or damage be caused to Taxify, then the Taxi Company shall compensate such damage to Taxify in full within 7 (seven) days as of receipt of the respective request by the Taxi Company. its

9.8. The Taxi Company is fully liable for any direct or indirect loss and/or damage that may arise to the Customer or any third person using the taxi service provided by the Taxi Company. Should any of the Customers present any claims against Taxify in connection with the taxi service provided by the Taxi Company, then the Taxi Company shall compensate such damage to Taxify in full within 7 (seven) days as of receipt of the respective request by the Taxi Company.

9.9. In case Taxify is entitled to present any claims against the Taxi Company then the Taxi Company shall also compensate to Taxify all the cost for legal services related to establishment of the damage and submission of claims relating to compensation for the damage.

10. PROCESSING OF PERSONAL DATA

10.1. Taxify collects personal data such as names, addresses, telephone numbers, e-mail addresses and location based information only with the permission of the data subject and only for the purpose necessary to enable the intended functioning of the Software and the communication.

10.2. The Taxi Company shall process the personal data only in accordance with the privacy policy of Taxify available at the Website (http://www.taxify.eu/legal/privacy).

10.3. The Taxi Company shall not process the personal data of the Customers without the permission of Taxify. The Taxi Company shall not collect, record, store, grant access, use or cross-use the personal data provided by the Customers or made accessible by the Software.

10.4. Taxify is the chief processor which processes personal data of the Customers and the Taxi Company. The Taxi Company is an authorised processor which processes personal data at the request of Taxify. The procedure, manner of and conditions for processing personal data are provided at the Website (http://www.taxify.eu/legal/).

11. TERM AND TERMINATION

11.1. The Agreement enters into force as of clicking „I ACCEPT“ button by the Taxi Company.Agreement is entered into for an indefinite term.

11.2. The Taxi Company may terminate the Agreement at any time by notifying Taxify at least 7 (seven) calendar days in advance.

11.3. Taxify may terminate the Agreement at any time by notifying the Taxi Company at least 3 (three) calendar days in advance.

11.4. Taxify is entitled to immediately terminate the Agreement without giving any advance notice in case of breach of the Agreement and/or any applicable laws or regulations by the Taxi Company. Taxify shall have the right of extraordinary cancellation of the Agreement, if: 1) the Taxi Company violates the terms and conditions of the Agreement; 2) the Taxi Company’s rating drops below 4.4, or its usage rate drops below 70%; 3) the Taxi Company’s operations jeopardise economic activities and reputation of Taxify; 4) the Taxi

Company creates a situation by which the frequency of payment for taxi service via the Taxify Payment method drops significantly; 5) the Taxi Company renders the making of Taxify Payments impossible. In case of extraordinary cancellation Taxify does not have to observe the advance notice term. In case of extraordinary cancellation, Taxify shall be entitled to discontinue the Taxi Company’s access to the Software, and shall deem the Agreement, and any obligations of Taxify stemming from the same terminated.

11.5. Upon termination of this Agreement the Taxi Company must immediately stop using the Software, return to Taxify all copies of the Software and delete the Software from the Taxi Companys systems and devices. The Taxi Company must also delete all the data about the Customers that the Taxi Company has obtained in connection with using the Software.

12. AMENDMENTS

12.1. Taxify may amend the General Conditions at any time by posting a revised version if it on the Website. The effective date of the General Conditions shall be indicated at the end of the General Conditions.

12.2. Taxify shall notify the Taxi Company of any amendments of the Agreement in a format reproducible in writing applying a 14 (fourteen) calendar days’ notice period. If the Taxi Company disagrees with the amendments to the Agreement, the Taxi Company may cancel the contract within 14 (fourteen) calendar days, notifying Taxify thereof in a format reproducible in writing.

12.3. A notice of cancellation of the Agreement shall be deemed duly served, after Taxify has received the notice, and has sent the Taxi Company a confirmation of receipt. If the Taxi Company has not cancelled the Agreement within 14 (fourteen) calendar days after having been notified of the amendments, it shall be understood that the Parties have agreed on the amendments to the Agreement.

13. APPLICABLE LAW AND COURT JURISDICTION

13.1. The Agreement shall be governed by, and construed and enforced in accordance with the laws of Republic of Estonia, without regard to conflict of law principles or the United Nations Convention on the International Sale of Goods.

13.2. Any dispute that may arise in connection with this Agreement, whether with respect to its existence, validity, interpretation, performance, breach, termination or otherwise, shall be settled by way of negotiations. If the respective dispute resulting from this Agreement could not be settled by the negotiations, then the dispute will be finally solved in Harju County Court Kentmanni court house in Tallinn, Republic of Estonia.

14. CONTACT INFORMATION

14.1. The Taxi Company is obligated to immediately notify Taxify of any changes of the Taxi Company’s contact information and the Taxi Company guarantees to keep the contact information accurate and up to date.

14.2. The contact information of Taxify is available at the Website.

15. FINAL PROVISIONS

15.1. If any provision of the Agreement is held to be unenforceable, the parties shall substitute for the affected provision an enforceable provision that approximates the intent and economic effect of the affected provision. The failure or delay by either party to enforce any term of the Agreement shall not be deemed a waiver of such term.

15.2. The Taxi Company may not assign the Agreement or any of its rights or obligations there under, if not provided otherwise by the Agreement.

15.3. Any notice required to be given under this Agreement shall be sufficiently given if: (i) delivered personally, (ii) sent by courier with proof of delivery, (iii) sent by registered mail or (iv) sent by e-mail with reception acknowledge. Any notice which is sent or despatched in accordance with this clause 13.3 shall be deemed to have been received: (i) if delivered personally, at the time of delivery to the party; (ii) if delivered by courier, on the date stated by the courier as being the date on which the envelope containing the notice was delivered to the party; (iii) if sent by registered mail, on the 10th day after handing the document over to the post office for delivery to the party; and (iv) if sent by e-mail, on the day the party receiving the e-mail confirms receiving the respective e-mail or on the 2nd calendar day following the dispatch of the e-mail provided that the sender has not received an error notice (notifying that the e-mail was not delivered to the party) and has sent the e-mail again on the next calendar day and has not received a similar error notice.

Date of entry into force: 17.04.2015.