General Terms for Business

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Terms and Conditions for Taxify for Business

These Terms and Conditions apply to the use of Taxify for Business.

Effective from 03.12.2018

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 Vana-Lõuna tn 39/1, Tallinn 10134, Republic of Estonia;

1.2. Taxify App – a smartphone application used to access Taxify services;

1.3. Taxify for Business – Taxify’s service for business customers for management of and payment for the rides taken by passengers authorized by the business customer;

1.4. Business Portal – gateway to use Taxify for Business accessible via Taxify webpage at http://business.taxify.eu;

1.5. Business Account – Customer’s account that enables the use of Taxify for Business, e.g allows Customer to register Passengers to Business Account and to pay for the usage of Taxify for Business;

1.6. Customer - the company identified as Customer on the sign-up page of the Business Portal and who is using Business Account;

1.7. Passenger – a person using Taxify App for requesting transportation services;

1.8. User – a Passenger who is registered by Customer under Business Account, and is thereby authorised to use Taxify for Business in the limits set by Customer and approved by Taxify.

1.9. Administrator – an individual appointed by the Customer to administer the Business Account, i.e register and remove Users, view and edit User information, administer User groups and their rights;

1.10. Driver – a provider of transportation services whose services can be requested through Taxify App;

1.11. Agreement – this Agreement between Customer and Taxify which consists of:

1.11.1. these Terms and Conditions;

1.11.2. special terms displayed in Business Portal and/or Taxify App, e.g regarding price info or payment methods, user manuals, service descriptions; and

1.11.3. other terms referred to in this Agreement, including Taxify Terms and Conditions for Passengers and General Terms for Drivers (available respectively at https://taxify.eu/legal/terms-for-riders/ and https://taxify.eu/legal/terms-for-drivers/) as may be amended from time to time, applicable promo code terms and instructions or rules for use of e-scooters or other vehicles;

1.12. Fare – the fee User is obliged to pay to Driver for the transportation service.

1.13. Service Fee - the fee for Customer’s use of Taxify for Business amounting up to 10% per Fare.

1.14. Payment Agent - agent responsible for the technical support services for the provision of payment services to facilitate payments and/or invoicing on behalf of Taxify OÜ: respectively Billify OÜ or Taxify B.V.

2. Set-up and administration of Business Account

Set-up of Business Account

2.1. Prior to using Taxify for Business Customer must sign up for Business Account by providing the requested information in Business Portal. Customer warrants that the individual clicking to accept these Terms & Conditions is authorised to bind Customer to this Agreement.

2.2. Business Account allows Customer to register Passengers as Users, and thereby authorise Users to make use of Taxify for Business in the limits set by Customer and Taxify.

2.3. Customer acknowledges and agrees that only Passengers meeting the following criteria are eligible to use Taxify for Business as Users:

2.3.1. Passenger has active personal Taxify account;

2.3.2. Passenger has confirmed the mobile number provided during the registration process; and

2.3.3. personal Taxify account of the Passenger has not been blocked, suspended or terminated due to violation of Taxify Terms and Conditions for Passengers.

2.4. In order to register a Passenger as User, Customer shall upload the required Passenger information to Business Portal.

2.5. Passengers invited to use Taxify for Business shall be linked automatically with Business Account for Customer payments, and be provided the option to settle Fares either through Passenger’s personal account or Business Account on a ride by ride basis.

Personal data processing

2.6. Taxify and Customer remain separate data controllers regarding any personal data processed under this Agreement. Taxify and Customer shall thereby:

2.6.1. adhere to all the applicable data protection laws, including application of proper technical and organizational data protection measures. Taxify processes personal data as described in Taxify’s Privacy Policy for Passengers (accessible at https://taxify.eu/legal/privacy-for-riders/) considering the relevant laws of Estonia;

2.6.2. inform each other immediately about any data processing incidents or breaches are relevant in performing this Agreement;

2.6.3. reasonably assist each other in responding to the requests of data subjects and authorized public authorities.

2.7. If so required by the applicable data protection laws, Customer agrees to:

2.7.1. inform each respective Passenger that it has requested Taxify to contact such Passenger in connection with registration of the Passenger as a User, and that such registration may be followed by direct electronic marketing messages associated with the Business Account, including promo codes and bonuses;

2.7.2. notify each respective Passenger that linking of Passenger's personal Taxify account with Business Account shall provide Customer with the access to detailed trip information about the rides charged to Business Account.

Administration of Business Account

2.8. Upon successful registration Taxify provides Customer with unique master-username and master-password to access its Business Account via Business Portal.

2.9. Customer shall appoint one or more Administrator(s) who access Business Account and Business Portal with personal administrator-username(s) and administrator-password(s).

2.10. Business Portal allows Customer to:

2.10.1. view the current list of Users and Passengers whose registration (linking) as Users is pending;

2.10.2. invite additional Passengers as Users;

2.10.3. remove Passenger from the list of Users by unlinking the Passenger from Business Account;

2.10.4. view detailed trip information;

2.10.5. review and manage account statements, as applicable;

2.10.6. view and download Driver invoices;

2.10.7. view current, appoint new, and remove Administrators, and

2.10.8. perform other actions supported by the functionality and features of Business Portal.

3. Rules of use of Taxify for Business

3.1. Customer is responsible for providing Taxify only with accurate and complete information, and for keeping such information updated at all times.

3.2. Customer agrees to inform Taxify immediately of any changes relating to Customer’s elected payment method linked to Business Account that may impair Taxify’s ability to charge Customer pursuant to this Agreement.

3.3. Customer shall limit access to Business Portal only to authorised Administrators who may not share or transfer their access privileges to any third person. Customer shall be responsible for all activity that occurs under its credentials.

3.4. Subject to Customer's compliance with this Agreement, Taxify grants Customer a royalty free, revocable, non-exclusive, non-transferable, non-assignable license, without right to sublicense, to access and use Business Portal in accordance with and throughout the term of this Agreement.

3.5. Upon becoming aware of the loss or theft of the mobile device of the User, Customer shall immediately close the phone number of such device in Business Portal.

3.6. Customer uses Taxify for Business solely for legitimate business purposes in accordance with this Agreement, and shall not use Taxify for Business for unauthorized or unlawful purposes nor impair the proper operation of Taxify for Business.

3.7. In the event that a User's personal account is suspended or terminated, such User's access to Business Account shall also be suspended.In the event that a User's personal account is suspended or terminated, such User's access to Business Account shall also be suspended.

3.8. Taxify reserves the right to add, remove and update features and functionality of Taxify for Business at any time, including to offer bonuses to Passengers based on their rides made as Users.

3.9. Customer shall not itself, and shall not authorise third persons to:

3.9.1. decompile, disassemble, reverse engineer or otherwise attempt to derive the source code or underlying technology, methodologies or algorithms related to Taxify for Business;

3.9.2. misuse Business Portal by knowingly introducing viruses, Trojans, worms, logic bombs or other material which would harm the use of Taxify for Business in any way;

3.9.3. circumvent, disable or otherwise interfere with any security related features of Business Portal;

3.9.4. advocate, promote or engage in any illegal or unlawful conduct or conduct that causes damage or injury to any person or property;

3.9.5. collect any data from Business Portal other than in accordance with Agreement;

3.9.6. submit or contribute any content that contains nudity or violence or is abusive, threatening, obscene, misleading, untrue or offensive;

3.9.7. submit or contribute any content that Customer/User does not own or has no right to use or otherwise infringe the copyright, trademark or other rights of third parties;

3.9.8. use content in violation of any licensing terms specified by the owner;

3.9.9. submit or contribute any information or commentary about another person without that person's permission;

3.9.10. threaten, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety, or harass, upset, embarrass, alarm or annoy any other person; or

3.9.11. use any automated system, including without limitation 'robots', 'bots', 'spiders' or 'offline readers' to access Business Portal in a manner that send more request messages to Business Portal than a human can reasonably produce in the same period of time;

3.9.12. use Taxify App on devices that do not have a screen lock feature;

3.9.13. upcharge, increase or otherwise modify or manipulate Fares as calculated through Taxify App;

3.9.14. impose any additional fees or charges on User related to the use of Taxify for Business.

3.10. Parties keep confidential any business, technical or financial information, including the terms and conditions of this Agreement, received from the other party in connection with this Agreement, unless:

3.10.1. the disclosing party permits in writing the requested disclosure of particular information;

3.10.2. such information is already public;

3.10.3. receiving party shall use confidential information solely for the purposes permitted under Agreement;

3.10.4. the receiving party receives an administrative or judicial order, or any other request for disclosure of any confidential information, if the receiving party provided disclosing party written notice of such request allowing the disclosing party to assert any available defences to disclosure.

3.11. Receiving party shall protect the disclosing party’s confidential Information in the same manner as it protects the confidentiality of its own proprietary and confidential information, but in no event using less than a reasonable standard of care.

4. Payments & refunds

General

4.1. During the term of this Agreement Customer shall provide and maintain one or more valid credit card(s) linked with Business Account to allow Taxify to charge any payments associated with the use of Taxify for Business as set forth in this Agreement.

4.2. Customer shall select a method of payment for its Business Account from the list of available payment methods provided in the Business Portal, which may include e.g direct payments and invoiced payments.

4.3. Taxify reserves the right to remove or amend the available payment methods at its sole discretion.

4.4. Customer shall be liable to Taxify for the payment of all Fares, along with Service Fee, incurred by Users under Business Account option, regardless of whether the User had the authorisation of the Customer to incur such cost.

4.5. Customer agrees to pay any fines, fees, penalties, and any other charges and costs incurred by Taxify, that result from User cancelling a ride, User’s use of any vehicle, User’s parking any vehicle improperly, or as a result of User violating any other law, rule, regulation, or ordinance while using Taxify for Business. Customer authorises Taxify to deduct such amounts from Customer’s credit card automatically.

4.6. If Customer disputes any transactions charged to Customer’s elected payment method, Customer must contact Taxify within 10 business days.

4.7. When making payments, the recipient of the payment is Taxify OÜ. Customer agrees that payments to Taxify OÜ may be facilitated by respective Payment Agent as applicable. Taxify OÜ has appointed respectively each Payment Agent to respond to any complaints and settle any disputes in relation to payments made to Taxify OÜ. Customer agrees to discuss any complaints with the Payment Agent directly.

4.8. All payments are non-refundable except as may be expressly provided otherwise herein or in applicable law. Refunds shall be made to Business Account as credit which can be used for payment for future rides.

4.9. An account statement showing rides per country and whether VAT was included in Fares or not, shall be made available to the Customer. Driver invoices are available for Customer to view and download in Business Portal. Invoice for Service Fee shall be available to Customer together with the account statement.

Direct payments

4.10. After User has requested a ride, Taxify automatically pre-authorizes an amount from Customer’s credit card.

4.11. If automatic pre-authorization from the credit card fails, the request for the ride shall be rejected and User will be required to choose an alternative payment method available in Taxify App under User’s personal account. Customer remains liable for the payment obligation also in the event where rejection of the ride failed regardless of the circumstances that normally trigger such rejection.

4.12. After User has finished a ride using Business Account, Taxify automatically deducts from Customer’s credit card an amount which equals to the Fare due for the User’s respective ride along with Service Fee, and releases the unused part of the automatically pre-authorized amount referred to in p 4.10.

4.13. All payments, including Service Fee, shall be processed in the local currency applicable in the country of the User's given ride.

4.14. Customer’s bank may impose additional charges for Customer’s use of the credit card which is neither included in Fare or in Service Fee.

Invoiced payments

4.15. Taxify may, in its sole discretion, offer a monthly credit limit, inclusive of monthly Service Fee, to Customer.

4.16. If Customer has spent the credit limit, the request for the ride (as well as all future rides) shall be rejected until the end of the current calendar month and User is required to choose a payment method available in Taxify App under User’s personal account. Customer remains liable for the payment obligation also in the event where rejection of the ride failed regardless of the circumstances that normally trigger such rejection.

4.17. Taxify submits a monthly account statement to Customer for Service Fee and for the rides made by Users under Business Account during the previous calendar month. Taxify shall make the account statement available to Customer by the 14th day of the following calendar month in Business Portal.

4.18. Customer shall make the payment according to the account statement within 30 days from the date of the account statement. If the payment has not been received within 30 days all requests for rides of Users shall be rejected.

4.19. In case Customer fails to make payment by due date according to the account statement, it shall be liable to pay 0,25% interest per day from the total amount that is overdue. Customer is liable to compensate to Taxify all reasonable expenses (including those charged by any debt collection agency) together with all administrative, legal and other costs incurred in the collection of any overdue payment. The minimum compensation charge for such costs is EUR 10.

4.20. The account statement shall be provided in the currency applicable to Customer’s primary address. The account statement shall include the exchange rate used to convert Fares along with Service Fee for rides taken in geographies with other currencies. Taxify shall determine the applicable exchange rate at its reasonable discretion.

5. Liability

5.1. Taxify does not offer or broker transport services. It is also not a provider of transport agency service for finding Passengers for Drivers. Taxify shall not take any responsibility for the quality or the absence of defects in the provision of transport services by the Drivers. As the provision and availability of transport services depends on Drivers, Taxify cannot and does not guarantee that the availability of Drivers meets the needs of the Users.

5.2. Taxify for Business is provided on an "as is" and “as available” basis. Taxify does not guarantee that access to Taxify for Business shall be uninterrupted or error free. In case of any faults in the software, Taxify shall endeavour to correct them as soon as possible.

5.3. Taxify is not liable for any loss or damage that Customer or User may incur as a result of using Taxify for Business, unless provided otherwise by law. The financial liability of Taxify in connection with the latter shall be limited to 500 euros. Taxify shall not be liable for the actions, errors or omissions of Driver.

5.4. Taxify shall not be liable to Customer or User or any other party for any costs, losses or damages caused due to inaccurate or incomplete data provided by Customer.

5.5. Failure to comply with the rules stipulated in this Agreement constitutes a serious breach, and provides Taxify with the right (with or without notice):

5.5.1. to immediately, temporarily, or permanently terminate Customer’s or its User’s right to use Business Account and, where relevant, Taxify App, and

5.5.2. to apply and seek any other remedies available pursuant to this Agreement and applicable law.

5.6. Customer is liable for all the activities of Administrators and Users. Customer shall be responsible also for Fares incurred in the course of unauthorised, fraudulent or other unlawful activity connected to the User's use of Taxify for Business. Customer shall notify Taxify promptly upon discovery of any such unauthorised, fraudulent or unpermitted activity.

5.7. If a User no longer qualifies for the use of Taxify for Business, it is the sole responsibility of the Customer to remove that individual from the list of Users under its Business Account. Customer remains liable for any fees incurred by the Passenger under Business Account before the moment of removal of such Passenger from the list of Users.

5.8. Neither party may use or reference the other party's name, logo, trademarks or service marks in a press release or otherwise without the prior consent of such other party in each instance.

5.9. Non-performance of either party under Agreement shall be excused to the extent and during the period that performance is rendered impossible by strike, fire, flood, earthquakes, governmental acts or orders or restrictions, failure of suppliers, or contractors, or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing party.

6. Term and termination

6.1. The Agreement becomes effective from the moment of successful processing of Customer's signup application and remains in effect until terminated in accordance with the provisions of the Agreement.

6.2. Customer may terminate Agreement at any time and for any reason by notifying Taxify at least 7 days in advance.

6.3. Taxify may terminate Agreement at any time and for any reason by notifying Customer at least 3 days in advance.

6.4. All outstanding payment obligations, as well as obligations arising out of liability and confidentiality provisions of this Agreement shall survive the termination of this Agreement.

6.5. Taxify is entitled to terminate Agreement and block Customer’s access to Business Portal without prior notice in cases where Customer breaches this Agreement, any applicable laws or regulations, or harms Taxify’s brand, reputation or business.

6.6. Taxify may also immediately block Customer’s access to Business Portal for a period of investigation, if Taxify suspects an infringement of Agreement or fraudulent activity associated with Customer’s Business Account.

7. Final provisions

7.1. Any notice under Agreement shall be sufficiently given if delivered and deemed to have been received:

7.1.1. if delivered personally, at the time of delivery to the party;

7.1.2. 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;

7.1.3. if sent by registered mail, on the 10th day after handing the document over to the post office for delivery to the party;

7.1.4. if made available via Business Portal, or if sent by email, on the day the party receiving the email confirms receiving the respective e-mail or on the 2nd day following the dispatch of the email provided that the sender has not received an error notice (notifying that the email was not delivered to the party) and has sent the email again on the next calendar day and has not received a similar error notice.

7.2. Any changes to Agreement shall enter into force after they have been made available to Customer via Business Portal or notified to contact details recorded under its Business Account. Continued use of Taxify for Business after changes so notified shall constitute Company’s consent to such changes.

7.3. This Agreement may not be assigned by Customer, in whole or in part, without the prior written consent of Taxify. Customer may assign Agreement without such consent, but with notice to Taxify, in connection with a merger or a sale of all of the equity or assets of Customer. Agreement may be assigned by Taxify in Taxify’s sole discretion.

7.4. This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior communications, drafts, agreements, representations, warranties, stipulations and undertakings of whatsoever nature, whether oral or written between the parties.

7.5. Agreement shall be governed by and construed and enforced in accordance with the laws of Estonia. If a dispute resulting from Agreement could not be settled by the negotiations, then the dispute shall be finally settled in Harju County Court.