E-SERVICE AGREEMENT


Contractor and Customer (as defined below), have agreed as follows:
‘Additional Services’ shall mean services related to the Transfer.
‘Affiliate’ shall mean in relation to any person, any other person directly or indirectly Controlled by, or controlling of, or under common Control with, that person.
‘Agreement’ shall mean this E-Service Agreement entered into by and between Contractor and Customer available online at https://yango.com/legal/saas_global.
‘Electronic report’ shall mean an Electronic report in regard to the E-Service rendered in the immediately preceding Reporting Period.
‘Confidential Information’ shall mean without limitation organizational, technological, commercial, financial, and any other information and data associated with or related to the conclusion and performance of the Agreement by the Parties. For the avoidance of doubt: information contained in the Requests and the contents of the Agreement constitute the Confidential Information, and the fact of the existence of this Agreement does not constitute the Confidential Information.
‘Contractor’ shall mean RideTechnology Global FZ-LLC, a Free Zone Limited Liability Company with the registered place of business at 104A, First floor, Bld. 12, Dubai Internet City, Emirate of Dubai, the UAE.
‘Control’ shall mean with regard to a person the power or authority, whether exercised or not, to direct the business, management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; provided that such power or authority shall conclusively be presumed to exist upon possession of beneficial ownership or power to direct the voting of more than 50% of the votes entitled to be cast at a meeting of the members or shareholders of such person or power to control the composition of a majority of board of directors of such person. The terms ‘Controlled’ and ‘Controlling’ have meanings correlative to the foregoing.
‘Country’ shall have the meaning attached to this term in the Country Terms
‘Country Currency’ shall have the meaning attached to this term in the Country Terms.
‘Country Language’ shall have the meaning attached to this term in the Country Terms
‘Country Law’ shall mean all laws, regulations, directives, statutes, subordinate legislation, common law and civil codes of any jurisdiction, all judgments, orders, notices, instructions, decisions and awards of any competent Governmental Authority and all codes of practice having force of law, statutory guidance and policy notes, in each case to the extent applicable to the Parties or any of them, or as the context requires existed at the relevant time in the Country. ‘Country Terms’ shall mean a document available online via the Partner Web Interface and containing additional terms of use of the E-Service, rights and duties of the Parties, including without limitation requirements to the Customer, Drivers, and Vehicles, calculation of the E-Service Fee, and other requirements, terms, and conditions applicable to the Customers in the respective Country. In case of any discrepancies between the provisions of the present Agreement and the provisions of the Country terms, the provisions of the Country Terms shall prevail.
‘Currency’ shall have the meaning attached to this term in the Country Terms.
‘Customer’ shall mean a legal entity or a sole proprietor who has accepted the terms and conditions of this Agreement and provided its details to Contractor via Registration.
‘Data Processing Agreement’ shall mean the agreement as available at https://yango.com/legal/dpa that is deemed to be incorporated into the Agreement by reference.
‘Deductions’ shall have the meaning attached to this term in Clause 8.1.5.
‘Dispute’ shall have the meaning attached to this term in Clause 13.2.1.
‘Dispute Notice’ shall have the meaning attached to this term in Clause 13.2.3.
‘Driver’ shall mean an individual who (a) has signed or otherwise became a party to either an employment or other contract with the Customer or any third party, or Contractor has grounds to believe that such contractual relations exist, and (b) has all licences and (or) permissions as required by the Country Law to drive the Vehicle and perform the Transfer and/or delivery services, and (c) actually capable of driving the Vehicle at the relevant time and registered in the Partner Web Interface by the Customer.
‘Effective Date’ shall mean the date of the Agreement determined pursuant to the electronic records of the E-Service and agreement on acceptance, as applicable.
‘Electronic Notice’ shall mean an electronic communication delivered as follows:
(a) via the Partner Web Interface,
(b) to a Party’s e-mail address specified in the Partner Web Interface,
(c) to a Party’s e-mail address specified in this Agreement, or
(d) when the communication with the Customer is concerned, to the Customer’s or the Customer’s duly authorised representative’s e-mail address which the Customer or its relevant representative has previously used for a communication with the Contractor.
‘E-Service’ shall mean various informational electronic services, which, without limitation, include automatic processing and transferring of Users Requests to the Customer for a fee paid to the Contractor in the amount specified in this Agreement or in Country Terms, that [services] enable and (or) assist the Customer with accessing the Service, receiving relevant information on Requests, performing Requests, and communicating with Contractor and (or) Users.
‘E-Service Fee’ shall mean a fee payable by the Customer to the Contractor for provision of the E-Services pursuant to the terms of the Agreement.
‘Governmental Authority’ shall mean any government or state and any ministry, department or political subdivision thereof, and any person exercising executive, judicial, regulatory or administrative functions of, or pertaining to, government (including any independent regulator) or any other governmental entity, instrumentality, agency, authority, corporation, committee or commission under the direct or indirect control of a government, and for the avoidance of doubt includes any court or competent authority or tribunal. The references to a competent Governmental Authority shall mean a Governmental Authority that has jurisdiction over a Party or matter concerned.
‘Law’ shall mean all laws, regulations, directives, statutes, subordinate legislation, common law and civil codes of any jurisdiction, all judgments, orders, notices, instructions, decisions and awards of any competent Governmental Authority and all codes of practice having force of law, statutory guidance and policy notes, in each case to the extent applicable to the Parties or any of them, as the context requires, existed at the relevant time in the UAE.
‘Maximum Tariffs’ shall mean the maximum values for calculation of the Transfer Fee, including the Additional E-Services, which values are set in the Country Terms and are deemed to be incorporated into this Agreement by reference.
‘Official Rate’ shall have the meaning attached to this term in the Country Terms.
‘Party’ shall mean either the Contractor or the Customer.
‘Parties’ shall mean jointly the Contractor and the Customer.
‘Partner Web Interface’ (or a “Customer Account”) shall mean a functional part of the Service for Customers available to the Customer after authorization using the Customer’s login and password, in view of available options, remotely interact with the Contractor hereunder, and providing access to Contractor usage of statistics and to the Statistical Data.
‘Peak Hours Coefficient’ shall mean a multiplier or a fixed amount determined pursuant to the Country Terms that may increase the Maximum Tariffs (but does not increase the price of the Additional E-Services) by multiplication with every value of the Maximum Tariffs as provided for in the Country Terms.
‘PIM’ shall mean promotional and informational materials related to the E-Service placed on the outer surface and (or) inside a Vehicle.
‘Registration’ shall mean a provision of information and data by the Customer to the Contractor.
‘Reporting Period’ shall mean a period of time which starts on the first day and ends on the last day of the relevant calendar month. Provided that the first Reporting Period shall be the calendar month following the month when the Contractor has informed the Customer by an Electronic Notice that the testing period of the E-Service is over, and the last Reporting Period shall be a period of time from the first day of the relevant calendar month until the date of expiration, repudiation, or termination of this Agreement.
‘Request’ shall mean the information on a potential demand for the Transfer or other E-Services that is submitted by the User via the E-Service.
‘Services’ shall mean the software platform (Partners Web Interface) and mobile applications for users and drivers (brand of the mobile applications depends on the Country Terms).
‘Service’ shall mean a software package, which helps Users to place Requests for services in the transportation of passengers and baggage by passenger vehicles or other services and automatically processes and transfers Requests of Users to the Customer. The Service brand shall be specified in the respective Country Terms as applicable per specific Country.
‘Service for Carriers’ shall mean the service meant for the automated receipt and transfer by the Customer of orders for the transportation of passengers and baggage by passenger vehicles or for other services, making it possible for the Customer and Drivers to communicate remotely, exchanging data with the Service and providing the Customer with other functional capabilities.
‘Service for Drivers’ shall mean a part of the E-Service that (a) enables Drivers to receive the Requests in an automatic mode and (b) has various functional capabilities fully described in the E-Service for Drivers manual.
‘Statistical Data’ shall mean the Contractor’s automated systems data, which may contain without limitation data for the calculation of the cost of the E-Service Fee and any other data relating to the performance of the Agreement, is available at the Partner Web Interface.
‘Supervision’ shall mean the Contractor’s activity whose objective is to evaluate whether the Customer complies with the terms and conditions of the use of the E-Service established by the Agreement. The Supervision may include various activities which may include without limitation the evaluation of the quality of Transfer or other E-Services rendered to the Users.
‘Transfer’ shall mean (i) transportation of passengers and (or) baggage and (ii) provision of services related to such transportation or other services (if any).
‘Transfer Fee’ shall mean the price of the Transfer or other services rendered to the User as per his or her Request.
‘User’ shall mean an individual who has unconditionally accepted the terms and conditions of the Terms of Use and the License Agreement for the E-Service application for mobile devices at the links specified in the Country Terms.
‘Vehicle’ shall mean a motor vehicle used by the Driver for the Transfer or for rendering other services.
‘Written Notice’ shall mean a communication in writing that include any modes of reproducing words in any legible form (but shall not include any electronic communication, including the modes of communication specified for the Electronic Notice) that is addressed to a relevant postal address of a Party specified in Section 14 and delivered by registered mail with delivery confirmation via a courier E-Service.
1.2. The following principles shall be used for interpretation of the Agreement:
1.2.1. any reference to this Agreement includes:
(a) the most recent Country Terms (as may be amended from time to time as provided for in this Agreement); and
(b) amendments, schedules, supplements, annexes duly executed by the Parties as provided for in this Agreement, which jointly form an integral part of this Agreement for all purposes;
1.2.2. references to this Agreement shall be construed as references also to any separate or independent stipulation or agreement contained in it;
1.2.3. any headings and titles in this Agreement are for convenience only and shall not affect its interpretation;
1.2.4. references to any document (including this Agreement) or a provision of any document includes such document or provision thereof as amended or supplemented in accordance with its terms, and whether or not such other document or provisions thereof is or becomes ineffective for any reason;
1.2.5. unless expressly provided for to the contrary herein, words in the singular shall include the plural and vice versa, and references to one gender include other genders;
1.2.6. a reference to a ‘person’ shall include a reference to any individual, firm, company or other body corporate, an individual's executors or administrators, Governmental Authority, unincorporated association, trust or partnership (whether or not having separate legal personality), and shall include a Party’s Affiliate but shall not include a reference to the Parties and their respective employees and officers;
1.2.7. a reference to a particular ‘person’ shall include a reference to the person’s executors, administrators, successors, substitutes (including persons taking by novation);
1.2.8. a reference to a Section, Clause, or paragraph shall be a reference to a section, clause, or paragraph (as the case may be) of this Agreement and, unless otherwise expressly provided for herein, not to a section, clause, or paragraph (as the case may be) of the Country Terms;
1.2.9. if a period is specified as from a given day, or from the day of an act or event, it shall be calculated exclusive of that day, unless otherwise specified;
1.2.10. references to any Dubai legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall in respect of any jurisdiction other than Dubai be deemed to include what most nearly approximates the Dubai legal term in that jurisdiction and references to Dubai statute or enactment shall be deemed to include any equivalent or analogous laws or rules in any other jurisdiction;
1.2.11. references to ‘writing’, ‘written’ and similar expressions shall include any modes of reproducing words in any legible form on paper (for the avoidance of doubt: this shall not include any electronic communication, including e-mail, attachments to e-mail, fax, telefax, the modes of communication specified for the Electronic Notice);
1.2.12. except where the context otherwise requires, a reference to time or the time of any day is Dubai\Asia Time (GMT+4) on the relevant date and events stated or deemed to occur upon, or actions required to be performed by, any given date shall be deemed to occur at, or must be performed before, 11:59:59 pm;
1.2.13. if a Party ‘may’ or has a ‘right’ to perform an action activity or refrain from performing an action or activity, then such Party has a full unrestricted discretion to perform or refrain from performing the relevant action or activity and it does not have a duty to seek for a consent of, or to inform, the other Party thereof.
1.2.14. if any term or expression, whether capitalised or not, is not defined in the Agreement and its meaning cannot be ascertained from the generally accepted plain meaning of this term or expression in the English language, the following sources shall be used in the following order to ascertain its meaning:
(a) the meaning of a relevant provision of the Agreement interpreted in a way that favours the Contractor,
(b) the general context of the Agreement,
(c) the laws of the United Arab Emirates, as applied by the courts of the emirate of Dubai.
2. SUBJECT MATTER OF THE AGREEMENT
2.1. The Contractor undertakes, in consideration for the E-Service Fee, to provide the Customer with the E-Services.
2.2. The Contractor may render Services similar and (or) identical to the Services to the benefit of other persons which will not be considered as a breach of the Agreement.
2.3. Parties process personal data according to Agreement and Data Processing Agreement.
3. THE SERVICES
3.1. General Provisions
3.1.1. The Customer’s rights to access and (or) use the Services and (or) any part thereof are always subject to its full compliance with:
(a) the terms and conditions of this Agreement including without limitation a timely payment of the E-Service Fee; and
(b) the Country Law.
3.1.2. The Customer accepts and acknowledges that the E-Service is provided remotely from outside the territory of the Country.
3.1.3. The Customer shall use the Services only within the limits and in the manner and spirit specified in this Agreement.
3.1.4. The Customer agrees and acknowledges that the Contractor does not and will not exercise and has no intention to exercise any degree of control over the Customer and (or) the Drivers, including without limitation over the Customer’s way of provision of the Transfer or other services to the Users, over the operation of the Customer’s business generally, acts or omissions of the Drivers, and (or) the operation and maintenance of any Vehicles.
3.1.5. The Customer agrees and acknowledges that the Service does not represent a billing system and any information related to payments that may be available in the Partner Web Interface is provided for informational purposes only.
3.1.6. The Contractor shall provide support services to the Customer which includes without limitation advising the Customer on various aspects of the Services usage, inspection of Requests performed by the Customer’s Drivers.
3.1.7. As part of the provision of services under this Agreement, short term experiments can also be carried out aimed at improving the quality of Service.
3.1.8. Depending on your country, we may make available a loyalty program. You can find more information at https://parks.yango.com in the Knowledge Base section.
3.2. The Registration and Access to the Services
3.2.1. Unless otherwise is agreed by the Parties in the Country terms, this Agreement comes into force between Customer and the Contractor by performance of the following actions: Completion of Registration, and clicking on the button "I have read, agree and fully accept the terms and conditions" (or similar in meaning); Receipt by the Contractor of the agreement on acceptance of E-Service Agreement (further “Agreement on Acceptance”) signed by the Customer and sent via email to the Contractor, unless a different acceptance method is set in the Country Terms.
3.2.2. Upon a successful completion of the Registration, the Customer will, within a reasonable period, be provided with a login and password to access the Services s and to provide its Drivers with connection to the Services for Drivers;
3.2.3. The Customer shall not transfer the login and password to the Services to any person and shall be solely liable for the protection and confidentiality of the login and password.
3.2.4. In some regions the Contractor may also, at its own discretion, require the Customer to make an advance payment of the E-Service Fee in order for the Customer to access the Service. The amount of the advance payment will be communicated to the Customer during the Registration.
3.2.5. Subject to Clause 3.3, the Customer will have access to the Services (including without limitation the Partner Web Interface) with the exception of time needed for preventive maintenance, provided the Customer paid the E-Service Fee on time.
3.2.6. Everything done by the Customer via the Services using the Customer’s login and password shall be deemed to be performed by the Customer who shall be solely liable for it.
3.2.7. The Customer shall obtain and maintain, and shall ensure that its Drivers obtain and maintain, all technical means required for accessing and usage of the Services, and the Contractor shall never be required to provide such technical and other means or compensate for obtaining or maintaining any of them.
3.2.8. The Contractor has the right to refuse the Customer to conclude the Agreement at any stage of negotiations if the Customer does not meet the criteria of good faith and reliability established by the Contractor at its own discretion and without the need of providing notice. 3.2.9. The Customer may have the functionality to create other sub-accounts for its personnel. The Customer shall be solely responsible for the access of such personnel and hereby agrees that the terms and conditions of this Agreement shall apply to such personnel.
3.3. The Operation, Update, and Maintenance of the E-Service
3.3.1. The Services are provide to the Contractor on an “as is” and “as-available” basis, ensuring the correct operation of the Services and correction of errors arising during their operation, with the exception of cases related to the malfunction of the Customer’s equipment, errors in the administration of the Services by the Customer or its own hardware and devices;
3.3.2. The Contractor shall aim to correct errors identified within a reasonable time.
3.3.3. Services malfunctions or errors caused by or related to:
(a) the Customer’s and (or) Driver’s, as the case may be,
i. equipment, hardware, or devices malfunction or technical inadequacy, or
ii. lack of skill or knowledge required to access or use the Services; and (or)
(b) any person’s mistake, omission, fault, wrongdoing, negligence etc (including without limitation inadequate internet services),
shall not be considered as the Contractor’s breach of this Agreement and shall not give rise to the Contractor’s duty to correct such malfunctions or errors.
3.3.4. The Contractor may conduct preventive maintenance of the Services at any time.
3.3.5. The Contractor shall aim to notify the Customer by an Electronic Notice of the preventive maintenance that will materially affect the operation of the Services.
3.3.6. The Contractor may at its discretion update the Services from time to time without the Customer’s consent, which includes without limitation making changes to the content, functionality, and user interface of the Services, and the Services manuals.
3.3.7. The Contractor does not guarantee and shall not be liable for a failure to ensure a stable and reliable operation and availability of the Services.
3.3.8. The Contractor may suspend or restrict the access to or operation of the Services for any technical, technological, discrepancies on payment-related information, or other reasons for the time period required to eliminate such reasons.
3.4. Information, Statistical Data, and Other Information and Data
3.4.1. The Contractor shall make the Statistical Data available to the Customer via the Partner Web Interface with the Contractor having no liability for the unavailability of the Statistical Data to the Customer for any reasons beyond the control of the Contractor;
3.4.2. The Parties expressly agree and confirm that for all purposes of this Agreement, including without limitation the calculation of the E-Service Fee (Clause 8.1), they will use data that is the Statistical Data.
3.4.3. The Customer shall not disclose User’s personal details to any persons and shall not use User’s personal details for purposes other than those required for performance of the Agreement, including without limitation the Customer shall not make phone calls and send text messages to a User, to which the User has not given a consent and the content of which does not directly relate to Requests made by the User via the Services.
3.4.4. The Customer shall inform the Contractor without undue delay if the legal grounds for processing personal data of Drivers are terminated;
3.4.5 The Customer shall provide the Contractor, within the term of the Agreement, with information specified in the Agreement, including Annexes and Data Processing Agreement (hereinafter referred to as the “Information”). The procedure and terms for the provision of the Information by the Customer to The Contractor are approved by the Parties in this Agreement and the Country Terms. In this respect, the Customer guarantees that the provision of the Information, the content of the Information and the use of the Information by the Contractor under the terms of the Agreement do not violate third-party rights, provisions of current applicable laws, including data protection laws, are free and clear of any third-party rights and will not entail any obligations for the Contractor to pay remuneration to third parties.
3.5. Suspension and Termination of the Customer’s Access to the Services
3.5.1. Without prejudice to any other provisions of the Agreement the Contractor may suspend or terminate the Customer’s, or a particular Driver’s, access to the Services and (or) activate the hold off if the Contractor becomes aware, regardless of the source of such awareness which may include without limitation any person, mass media, or a word of mouth, of an instance of the Customer’s and (or) its Drivers’ non-compliance with the terms of the Agreement. Examples of the Customer’s and (or) its Drivers’ non-compliance include without limitation: (a) charging Users the Transfer Fee that exceeds the limits specified in the Agreement; (b) provision to the Contractor out-of-date or false data and (or) information on Drivers and Vehicles, including without limitation GPS data; (c) demonstrating discrimination in relation to the Service for Drivers or Requests without objective, fair, and reasonable cause; (d) provision of Transfer services in a way that does not comply with Requests; (e) provision to the Contractor false data on the cancelled Requests and false information on the reasons of such cancellations; (f) non-compliance with the Data Processing Agreement; (g) creation by a Driver, or causing someone else to have created, of false Requests and (or) performance by a Driver of false Requests. A Request is deemed to be ‘false’ if it has not been generated by a User acting conscionably and in good faith. The Contractor may determine whether a particular Request is ‘false’ or not; (h) unconscionable behaviour of a Driver towards the E-Service. The Contractor may determine whether a particular action or failure to act constitutes an unconscionable behaviour of a Driver; (i) rude or impolite behaviour or other misconduct of a Driver towards a User and (or) other passengers of a Vehicle and (or) their property breaching the quality standards placed at the link defined in the respective Country Terms; (j) putting Users’ and (or) other passengers’ of a Vehicle safety in danger by dangerous driving, improper condition of a Vehicle, or otherwise failing to comply with the traffic safety rules, including without limitation using multiple devices in a Vehicle which devices obstruct the view of the road or distract a Driver’s attention; (k) failure to assist the Contractor with the Supervision or providing incorrect or false information to the Contractor in a course of the Supervision; (l) if there are several (more than two) complaints from Users or Drivers about the Customer; and (m) engaging in unauthorised protests, demonstrations, strikes, vandalism or any other illegal activity of any nature as prescribed in the laws of the jurisdiction that the Customer or Driver resides.
3.5.2. The Customer and a Driver are entitled to give reasons justifying the Customer’s or Driver’s non-compliance with the terms of the Agreement. The Contractor may consider these reasons but, following such consideration, is not obliged to restore the access to the E-Service.
3.5.3. In order to ensure Users’ safety, without prejudice to any other provisions of the Agreement the Contractor may suspend the Customer’s or a particular Driver’s access to the Services in case the continious active time of a particular(s) Driver(s) in the Services exeeds the secure limit of driving without rest period. If applied, such secure limit is set in the Country Terms.
3.6. The Service for Drivers
3.6.1. The Service for Drivers is the only method for receiving Requests.
3.6.2. The Customer and its Drivers may use other services for performing the Transfer services. The Customer shall not discriminate against the Service for Drivers by giving other services a particular preference or advantage without objective, fair, and reasonable cause
3.6.3. The following electronic signals are used by the Service to indicate the status of a Driver: (a) ‘busy’ signal means that a Driver is unwilling to accept Requests; (b) ‘driving’ signal means that a Driver is on a way to the pick-up location as specified in a Request; (c) ‘free’ signal means that a Driver is willing to accept Requests; (d) ‘transporting’ signal means that a Driver is performing the Transfer services as specified in a Request; (e) ‘waiting’ signal means that a Driver has arrived to the pick-up location as specified in a Request and expecting a User to board a Vehicle. 3.6.4. Provision of Information 3.6.4. 1 Unless otherwise agreed in the Country Terms, the Parties agree and acknowledge that the Driver, including without limitation when rendering the Transfer or other services to a User, shall have an authority to provide the following information to the Contractor on behalf of the Customer: - geographical location data (GPS tracks) of the Driver’s Vehicle; - a Vehicle’s status data (that is ‘available’, ‘waiting’, ‘driving’ and other signal as available in the Service); 3.6.4.2. a Driver’s details: (a) full name, (b) identification number, (c) date of birth, (d) place of birth, (e) gender, (f) citizenship, (g) photo, (h) official residential address, (i) if requested by the Contractor, scanned copies of passport with pages containing the personal details listed in Clauses 3.1.3(a)–(h), (j) driving licence details: i. forename and surname, ii. date and place of birth, iii. expiry date, iv. official body that has issued the licence, v. licence number, vi. place where the licence has been issued, vii. car category or categories to which the licence extend, and viii. if requested by the Contractor, scanned copy of the driving licence (all sides), and (k) Driver’s phone number; 3.6.4.3 a Vehicle’s details: (a) license plate number, (b) vehicle producer (as stated in a Vehicle’s registration certificate), (c) manufacturing year (as stated in the Vehicle’s registration certificate), (d) a Vehicle’s color, (e) if requested by the Contractor, scanned copy of the Vehicle’s registration certificate (all sides), (f) pictures of the interior and exterior of the Vehicle.
3.7. Data search and Distribution Services
In some regions upon the Customer’s request the Contractor may also provide the Customer with services of collection, generalization and provision of data to the Customer ("Data search and Distribution Services"), which may include services for the search, generalization and transfer of data to the Customers on individuals intending to become Drivers, as well as the distribution of information regarding the Customer among individuals intending to become Drivers, for a fee paid by the Customer in the amount specified in the Country Terms.
4. SUPERVISION
4.1. The Contractor may conduct Supervision at any time and unlimited number of times without any particular reason and may choose any means and methods of the Supervision. The Supervision may include without limitation the evaluation of: (a) the quality of Transfer services rendered to the Users, and (b) the accuracy of the data provided by the Customer.
4.2. The information and data obtained through the Supervision shall not constitute the exclusive source for evaluation whether the Customer complies with the terms and conditions of the use of the Services established by the Agreement, and the Contractor may use any other information and data to make such evaluation.
4.3. The Customer shall timely, actively, and diligently assist the Contractor with anything that may be necessary to conduct the Supervision. The Customer’s failure to provide such assistance shall considered as a material breach of the Agreement.
5. THE COUNTRY TERMS
5.1. The Country Terms (as amended) are incorporated into the Agreement by reference and constitute and integral part of the Agreement for the Contractors registered and performing commercial activities in the respective Country.
5.2. The Contractor may amend the Country Terms when he considers necessary without the Customer’s consent and such amended Country Terms shall be binding on the Customer when they become available for viewing via the Partner Web Interface.
6. THE TRANSFER AND OTHER SERVICES
6.1. The Customer shall ensure that at all times the quality of the Transfer and other E-Services rendered to the Users satisfies their Requests, the Agreement, and the Country Law.
6.2. If an individual ceases, for any reason and regardless the Customer’s fault, to satisfy the criteria of the Driver (including without limitation does not have a valid driving licence or does not comply with the Country Law) but continues to render the Transfer Services or use the E-Service, such individual shall for all purposes be deemed to be the Driver and the Customer shall be fully responsible for any faults, errors, omissions etc of such individual.
6.3. The Customer undertakes that and (or) that it will ensure that: it will at all times comply and ensure that its Drivers and Vehicles will comply with the requirements listed in the Agreement; only those Drivers and Vehicles that fully meet with the requirements listed in the Agreement shall be permitted to perform Requests; a Driver who does not meet the conditions as listed in the Agreement shall not be allowed to perform the Requests; a Vehicle which does not meet the conditions as listed in the Agreement shall not be used for performing the Requests; a Vehicle’s geographical location data (GPS tracks) and other information and data as required by the Agreement is continuously transferred to the Service in real-time; information and data that is transferred pursuant to the Agreement is relevant and accurate, including without limitation those provided by a Driver acting on behalf of the Customer; and it complies with the Country Law including without limitation consumer protection legislation (for example, if applicable: it informs the consumer of its identity and full particulars of its permit or licence that makes it legal to provide the Transfer services).
6.4. The Customer shall ensure that every Driver has: access to the official version of the Service for Drivers and does not use any modified version of the Service for Drivers; and complied with other requirements of the Country Law to the extent necessary to render the Transfer services. The Customer shall ensure that every Vehicle: as and when required by the Country Law, has been issued with a permit, licence, or another document that makes it lawful to use it for the Transfer services; as and when required by the Country Law, has passed a procedure for control of the Vehicles’ technical condition and in regard to which a relevant certificate or other evidence confirming that the Vehicle is safe and fit for the usage in the Transfer services; and has complied with other requirements of the Country Law to the extent necessary to be used for rendering the Transfer services.
6.5. Requirement with regard to Request and Transfer or other services 6.5.1. If the Customer has accepted a Request, the Customer undertakes that at all times: 6.5.2. a Vehicle is available at the location and time specified in the Request; 6.5.3. the free waiting time (i.e., which is calculated from the moment when a ‘waiting’ signal has been sent via Service by a Driver) is at least equal to the free waiting time as specified by the Maximum Tariffs; 6.5.4. no phone calls are made to a User who has activated the ‘Don’t call me’ option in the Service mobile application unless it is necessary to ascertain the pick-up location or a driving route to the pick-up location and there is no other means to ascertain this information; 6.5.5. the Transfer Fee never exceeds (a) the Maximum Tariffs and (b) the Transfer Fee, which is calculated in accordance with Section 8; 6.5.6. Users’ complaints with regard to their Requests and relevant Transfer or other services are replied and all required measures are taken within twenty-four (24) hours of the complaint receipt by the Customer or sooner if the nature of the complaint requires a more immediate response. 6.5.6 A Request that has been accepted by the Customer may be cancelled by a User, and a User will be charged the Transfer Fee, as calculated by the Service, if at the time of the Request cancellation: 6.5.6. a Vehicle is three hundred (300) meters or less from the pick-up location; and 6.5.7. a ‘waiting’ signal has been sent via Service by a Driver. 6.5.8 A Request that has been accepted by the Customer may be cancelled by a Driver, and a User will be charged the Transfer Fee, as calculated by the Service, if at the time of the Request cancellation: 6.5.9. a Vehicle is three hundred (300) meters or less from the pick-up location; 6.5.10. a ‘waiting’ signal has been sent via Service by a Driver; and 6.5.11. ten (10) minutes or more have passed from the time of the ‘waiting’ signal sending (Clause 6.7.2). 6.5. 12 The Transfer Fee that is charged for the Request cancellation shall not exceed the Transfer Fee for a ten (10) minutes ride as calculated by the Service per the Maximum Tariffs applicable to the Request, which Transfer Fee shall include, if applicable, without limitation: free waiting time and the “Busy Hours” Coefficient as determined pursuant to this Agreement, but shall exclude the Additional Services. 6.5.13 If the Customer receives, either by a way of an Electronic Notice, a Written Notice, or otherwise, from the Contractor a request related to an accident involving the User and occurred during the rendering the Transfer or other services (including without limitation a road traffic accident or any other accident involving a threat to life, health, well-being, and (or) property of the User), the Customer shall immediately provide to the Contractor the information and documents mentioned in the request (including without limitation documents issued by a public authority overseeing traffic safety and any other authorised body involved into the accident investigation). If it is not prohibited by the Country Law, such information and documents may be provided to the User. 6.5.14. The Customer shall at all times present itself to any person as a provider of the Transfer and other services and be responsible towards Users for the Transfer services rendered to them, which includes without limitation full responsibility for the rides, Users’ safety and well-being etc.
6.6. The Maximum Tariffs
6.6.1. The Customer shall independently decide on the specific Transfer Fee it will offer to the User. The Contractor does however acknowledge that Transfer Fee cannot exceed the Maximum Tariffs.
6.6.2. The Parties agree and acknowledge that the purposes of the Maximum Tariffs are: to improve the Users’ experience of using the Service by providing to them advance information on the (maximum) Transfer Fee; to retain the existing Users and attract new Users by availability of attractive Maximum Tariffs and transparency towards the Users of the Maximum Tariffs calculation; to ensure transparency and predictable financial outcomes of performance of the Agreement for the Parties; to increase the number of Requests by providing competitive financial terms of the Transfer services; and to reflect that the Transfer Fee as calculated pursuant to the Maximum Tariffs may depend on a Vehicle class, weekday, time of a day, and other parameters.
6.6.3. The Maximum Tariffs applicable for the Country are defined in the respective Country Terms and are deemed to be incorporated into the Agreement by reference.
6.6.4 The Customer may charge the Transfer Fee pursuant to its own tariffs that may be either equal to or less than the Maximum Tariffs provided always that the Transfer Fee calculated pursuant to the Customer’s tariffs never exceeds the Transfer Fee calculated pursuant to the Maximum Tariffs.
6.6.5. The Peak Hours Coefficient may apply to the Maximum Tariffs as provided by the Country Terms
6.6.6. The Contractor may change the Maximum Tariffs when considers necessary and such changed Maximum Tariffs shall be binding on the Customer when they become available pursuant to the Country Terms (published at a dedicated webpage or otherwise). The Customer herewith consents to and agrees with such changes in advance.
6.6.7. The Parties agree and acknowledge that the Maximum Tariffs shall only apply to Requests and shall not apply to any services rendered by the Customer without engaging with the E-Service.
7. THE PIM
7.1. The Contractor may provide the Customer with PIM, and the Customer shall place such PIM. The particular details of the PIM’s placement (including without limitation number of Vehicles with PIM, places and time of PIM placement etc) are communicated to the Customer by the Contractor by an Electronic Notice.
7.2. With regard to PIM, the Customer shall:
7.2.1. obtain all necessary permits and (or) approvals required by the Country Law for placing the PIM;
7.2.2. ensure that the PIM are placed in full compliance with the Country Law including all technical regulations;
7.2.3. ensure that the PIM placement does not create a threat to people and traffic safety, including without limitation the PIM do not limit the sight of and do not distract the Drivers and other road users;
7.2.4. notify the Contractor if the PIM are unreadable and require restoration and (or) replacement;
7.2.5. if the Customer has the required capabilities, to restore the unreadable PIM;
7.2.6. if the spare PIM are available with the Customer, to replace the unreadable PIM.
7.3. Upon receipt of the Contractor’s Electronic Notice, the Customer shall:
7.3.1. within two (2) hours provide pictures of the PIM placed by delivering them according to the Contractor’s;
7.3.2. within twenty-four (24) hours remove and (or) replace the PIM in full compliance with the request as contained in the Electronic Notice; or
7.3.3. within twelve (12) hours comply with other requirements as contained in the Contractor’s Electronic Notice.
8. PAYMENTS
8.1. The E-Service Fee
8.1.1. The Customer shall pay the E-Service Fee to the Contractor as prescribed in this Clause 8.1.
8.1.2. The amount of the E-Service Fee is calculated pursuant to the Country Terms. Such E-Service Fee (calculated as described above) includes all applicable taxes.
8.1.3. Subject to Clauses 8.1.8 and 8.1.9, the Contractor shall, by the end of the fifth (5th) business day of a Reporting Period, send an Electronic Notice containing an Electronic report in regard to the E-Service rendered in the immediately preceding Reporting Period. The deemed date of the Electronic report receipt by the Customer shall be the business day following the day of the Electronic report sending by the Contractor.
(a) The Electronic report shall, among other things, have an appendix with the following information related to the relevant Reporting Period:
i. the total amount of the Transfer Fee, expressed in the Country Currency, that has been received from Users, and
ii. the total amount of the Transfer Fee (less the E-Service Fee), expressed in the Currency, that has been transferred from the Contractor to the Customer.
8.1.4. If, within thirteen (13) calendar days from the date of the Electronic report, the Contractor has not, for any reason, received from the Customer a Written Notice with the Customer’s objections, relevant justifications, and explanations, then:
(a) the Customer shall be deemed to have accepted and agreed with the content of the Electronic report and to have confirmed that the E-Service rendered in the relevant Reporting Period in all respects satisfy the Agreement,
(b) the Customer shall have no right to raise any objections with regard to the E-Service rendered in the relevant Reporting Period, and
(c) the Contractor may issue an electronic invoice for the E-Service listed in the Electronic report (hereinafter referred to as the ‘Invoice’) and make the Invoice available to the Customer at the Partner Web Interface.
8.1.5. The Customer shall, within five (5) calendar days of the Invoice date, transfer to the Contractor the full amount of the E-Service Fee denominated in the Currency always without deduction of any taxes, charges, and (or) other payments (hereinafter jointly referred to as the ‘Deductions’).
8.1.6. If the Law requires the Customer to make any Deductions from the E-Service Fee amount, then:
(a) the total amount of the E-Service Fee shall be automatically increased by the amount of such Deductions, so the E-Service Fee amount actually received by the Contractor after the relevant Deductions is equal to the amount calculated pursuant to this Agreement; and
(b) upon receipt of the Contractor’s request, the Customer shall provide to the Contractor:
i. documents confirming the payment of the Deductions outside Dubai, and
ii. a certificate of the Customer’s tax residency for the relevant calendar year.
8.1.7. The Customer shall be deemed to have discharged its obligation to pay the E-Service Fee from the date of receipt by the Contractor of a bank confirmation of crediting the entire amount of payment to the settlement account of the Contractor. Instead of the abovementioned bank confirmation the Contractor may, at its discretion, accept the following documents as proper evidence of the E-Service Fee payment:
(a) in case of a non-cash payment, a facsimile of the payment order with the bank’s payment stamp,
(b) a facsimile of the payment receipt with the stamp of the bank, with which bank the payment was made,
(c) in case of an electronic payment made with the E-Service, a verification by the Contractor of the payment made to the Contractor through payment systems, or
(d) any other evidence that the Contractor may accept.
8.1.8. For the avoidance of doubt: until the first Reporting Period commences (that is during the testing period), the E-Service Fee shall not be charged and the Electronic report and Invoice shall not be issued and delivered. 8.1.9. Notwithstanding anything to the contrary in Clause 8.1, the Contractor may request from the Customer an advance payment of the E-Service Fee as provided for in the Country Terms.
8.2. The Transfer Fee
8.2.1. The amount of the Transfer Fee is calculated pursuant to the Country Terms.
8.2.2. The Transfer Fee is calculated automatically by the Service algorithms at the time when the pick-up and destination locations for a Request have been specified, and may be based on, without limitation, the Maximum Tariffs, an estimate of the Transfer/delivery services duration and distance from the pick-up to destination locations (taking into account traffic and other applicable details of the route). Subject to Clause 8.2.4. the Transfer Fee, as calculated by the Service, represents the maximum price that the Customer may charge for the Transfer or other services rendered to the User as per his or her Request.
8.2.3 The Transfer Fee calculated by the Service may be automatically adjusted, including without limitation, in the circumstances when the Request parameters are altered by a User (a destination location is changed, paid waiting time or the Additional Services are added or removed etc), or when a certain period of time has passed since the time when the pick-up and destination locations have been specified. 8.2.4 The Customer may charge the Transfer Fee pursuant to its own tariffs that may be either equal to or less than the Maximum Tariffs provided always that the Transfer Fee calculated pursuant to the Customer’s tariffs never exceeds the Transfer Fee calculated pursuant to the Maximum Tariffs. 8.2.5 The “Peak Hours” Coefficient shall apply to the Maximum Tariffs during the periods determined by the Contractor (which may include without limitation days before public holidays, days of mass events, poor weather conditions, etc.) to ensure high-quality service to Users and facilitate the performance of the maximum possible number of Requests, when the demand for the Transfer or other services is higher than average. 8.2.6. The Parties agreed that the value and applicability of the “Peak Hours” Coefficient shall be unilaterally defined by the Contractor based on, without limitation, available technical data of the Service, Statistical Data on the demand for transfer or other services, and availability of Vehicles/Drivers. If the “Peak Hours” Coefficient has been activated and the User chooses to place a Request to which the “Peak Hours” Coefficient applies, the relevant values of the Maximum Tariffs (except for the Additional Services) shall be increased as appropriate in accordance with such “Peak Hours” Coefficient. 8.2.7. If there are no cars available in a user’s location (as specified in the user’s request), the user may be offered to order a vehicle from a more distant location for a fee (the ‘Paid Arrival Offer’). The user may accept or decline the Paid Arrival Offer at her or his discretion by pressing the relevant button in the mobile application. If the user accepts the Paid Arrival Offer, the price of the Paid Arrival Offer will be added to the price of the user’s ride and will be calculated based on (1) the distance between the relevant car’s actual location and the user’s location, and (2) the time required for such a car to arrive from its actual location to the user’s location.
8.2.8. The Customer agrees and acknowledges that:
(a) availability of non-cash payments functionality is an optional feature of the E-Service which may or may not be available at the Effective Date and is enabled by the Contractor at its discretion;
(b) the Transfer Fee (if paid with non-cash only) due from the User to the Customer shall be transferred from the User directly to the Contractor;
(c) the Service is configured to process non-cash payments from the Users as described in Clause 8.2.8(b), which is an inherent feature of the E-Service intended to guarantee the interests of the Contractor that [feature] cannot be changed by the Customer; and
(d) the User’s obligation to pay the Transfer Fee (if paid with non-cash only) to the Customer shall be deemed fulfilled if the User has made to the Contractor a non-cash payment in the amount equal to the relevant Transfer Fee.
8.2.9. The Customer assigns, and the Contractor, acting on behalf of and at the expense of the Customer, undertakes actions for the receipt of the Transfer fee (non-cash payments) from Users and its further remittance (less the E-Service Fee, the fee specified in Clause 8.2.4, and, if applicable, any amounts related to set off or deduction) to the Customer once a day provided that the Transfer Fee (less the E-Service Fee), as expressed in the Country Currency, is equal to or exceeds an equivalent of seven hundred (700) units of the Currency.
8.2.10. The fee of the Contractor for the collection of the Transfer Fee from Users and its transfer to the Customer is included in the E-Service fee for the respective Reporting period.
8.2.11. The Сustomer accepts and agrees that the Contractor may authorize a third party to make the payment referred to in cl.8.2.9. (remittance of the Transfer fee (non-cash payments) collected from Users) to the Customer without any notice to or agreement or permission of the Customer and without signing any document; and that such payment shall be deemed as a due fulfillment of the Contractor’s payment obligations under the cl.8.2.9. of this Agreement and shall be accepted as such by the Customer.
8.3. The Currency
8.3.1. The currency of payments between the Parties shall be set in the Country Terms.
8.3.2. The mount of the Transfer Fee, expressed in the Currency, which shall be transferred to the Contractors pursuant to Clause 8.2.8, shall be calculated at the Official Rate effective on the date of the relevant Request, if otherwise is not specified in Country Terms.
9. GUARANTEES AND WARRANTIES
9.1. Each Party guarantees and warrants to each other Party that each of the below listed guarantees and warranties are true, accurate, and not misleading in respect of itself at the Effective Date:
9.1.1. the Party is duly organised and validly existing under the laws of its jurisdiction and has full power to conduct its business as conducted at the date of this Agreement;
9.1.2. the Party has, directly or indirectly, corporate power and authority to enter into and perform this Agreement and any agreement entered into pursuant to the terms of this Agreement and the provisions of this Agreement and any agreement entered into pursuant to the terms of this Agreement, constitute valid and binding obligations on it and are enforceable against it, in accordance with their respective terms; and
9.1.3. the Party has duly authorised, executed and delivered this Agreement and will, when required, have authorised, executed and delivered any agreements to be entered into pursuant to the terms of this Agreement.
9.2. The Customer also guarantees and warrants to the Contractor that each of the below listed guarantees and warranties are true, accurate, and not misleading in respect of itself at the Effective Date:
9.2.1. the execution and delivery by the Customer of, and the performance by the Customer of its obligations under this Agreement will not:
(a) result in a breach of or conflict with any provision of its constitutional documents,
(b) result in a material breach of, or constitute a material default under, any instrument to which it is a party or by which it is bound, or
(c) result in a breach of the Country Law;
9.2.2. all consents, permissions, authorisations, approvals and agreements of third parties and all authorisations, registrations, declarations, filings with any governmental department, commission, agency or other organisation having jurisdiction over the Customer which are necessary or desirable for it to obtain in order to enter into and perform this Agreement and any agreement entered into pursuant to the terms of this Agreement in accordance with its terms, have been unconditionally obtained in writing; and
9.2.3. no order has been made, petition presented or meeting convened for the winding up of the Customer or any of its Affiliates, nor any other action taken in relation to the appointment of an administrator, liquidator, receiver, administrative receiver, compulsory manager or any provisional liquidator (or equivalent in the Country) (or other process whereby the business is terminated and the assets of the company concerned are distributed amongst the creditors or shareholders or any other contributors), and there are no proceedings under any applicable insolvency, reorganisation or similar laws in the Country, and no events have occurred which, under applicable law of a relevant jurisdiction, would justify any such proceedings.
9.3. Save for the guarantees and warranties expressly stated in Clause 9.1, the Contractor provides no other express or implied guarantees and warranties and expressly disclaims any guarantee, warranty, or provision with regard to the correct, trouble-free, and error-free operation of the E-Service and compliance of the E-Service with the Customer’s specific goals and expectations.
10. ANNOUNCEMENTS AND CONFIDENTIALITY
10.1. Announcements
10.1.1. Unless otherwise expressly provided for in Clause 10.1.2, neither Party shall (and each Party shall procure than none of its Affiliates shall):
(a) make or send; or
(b) permit another person to make or send on its behalf,
a publication, public announcement, or circular regarding the existence or the subject matter of the Agreement, the details of relations of the Parties.
10.1.2. Clause 10.1.1 does not apply to a publication, announcement, or circular:
(a) which is required by the Law or the Country Law, a court of competent jurisdiction or a competent judicial, governmental, supervisory or regulatory body;
(b) which is required by a rule of a stock exchange or listing authority on which the shares or other securities of a Party or its Affiliate are listed or traded; or.
(c) in regard to which a Party has obtained the other Party’s prior written permission.
10.1.3. A Party that is required to make or send a publication, announcement, or circular in the circumstances contemplated by Clause 10.1.2(a) or Clause 10.1.2(b), must, before making or sending the publication, announcement, or circular, consult with the other Party and take into account the other Party’s requirements as to the timing, content and manner of making the publication, announcement, or circular to the extent it is permitted to do so by the Law or the Country Law and to the extent it is reasonably practicable to do so.
10.2. Confidentiality
10.2.1. Save as provided in Clause 10.2.2, no Party shall, without the written consent of the other Party, disclose to any person, or use or exploit commercially for its own purposes any Confidential Information.
10.2.2. Subject to Clause 10.2.3, Clause 10.2.1 does not apply to a disclosure or use of the Confidential Information in the following circumstances:
(a) the disclosure or use is required by the Law or the Country Law or required or requested by a competent Governmental Authority;
(b) the disclosure or use is required by a rule of a stock exchange or listing authority on which the shares or other securities of a Party or its Affiliate are listed or traded;
(c) to the extent that the relevant Confidential Information is in the public domain otherwise than by breach of this Agreement by any Party;
(d) the Confidential Information has been disclosed to such Party by a person who is not in breach of any undertaking or duty as to confidentiality whether express or implied;
(e) the disclosure or use is required for the purpose of legal proceedings arising out of or in connection with the Agreement;
(f) the disclosure is made to a professional adviser of the disclosing Party, in which case the disclosing Party is responsible for ensuring that the professional adviser complies with the terms of Section 10 as if it were a party to this Agreement;
(g) the disclosure by means of references to the Customer as a user of the E-Service in the Contractor’s informational, promotional, or advertising materials;
(h) the disclosure to or use by the Contractor’s Affiliates (which includes without limitation the information and data provided by the Customer to the Contractor via or collected by the Contractor by means of the E-Service, such as the data on the Vehicles’ location (GPS tracking data));
(i) the disclosure by the Contractor is required to react to or otherwise deal with any person’s accusations, claims, publications, requests, and (or) statements including without limitation those related to the Parties and their relations;
(j) the disclosure by the Contractor is required to ensure the operation of the E-Service in full compliance with the Contractor’s standards, rules, and internal regulations, including without limitation the communication and (or) performance of the Requests; or
(k) the disclosure by the Contractor is required to provide support to Users or Drivers, reply to Users’ or Drivers’ requests and questions, ensure the quality of the E-Service, and (or) ensure an efficient communication with Users or Drivers.
10.2.3. Before a Party makes a disclosure in the circumstances contemplated by Clauses 10.2.2(a),10.2.2(b), or 10.2.2(e) it shall, to the extent it is permitted to do so by Law or the Country Law and to the extent it is reasonably practicable to do so, notify the other Party of such disclosure and consult with the other Party and take into account the other Party’s requirements as to the timing, content, and manner of making the disclosure (except for disclosure for legal or regulatory reasons where the disclosure is made to a regulatory body only in the ordinary course of its supervisory function).
10.2.4. If a Party has, whether intentionally, unintentionally, or otherwise, disclosed the Confidential Information in the circumstances when it has not been permitted to do it pursuant to this Agreement, that Party shall pay to the other Party actual damages sustained by that other Party for each instance of such non-permitted disclosure within ten (10) calendar days upon the receipt of a Written Notice from the other Party.
10.3. The obligations of the Parties under this Section 10 shall be in full force and effect during the term of this Agreement and continue for a period of three (3) years from the date of termination of the Agreement.
11. LIABILITY OF THE PARTIES
11.1. Unless expressly provided for to the contrary in herein, the Contractor shall not be held liable to the Customer, its Affiliates, and (or) its clients (customers, partners, users, and other persons) for any indirect and (or) consequential loss or damage (whether for loss of profit, loss of business, loss of information, loss of production and (or) business, or otherwise), costs, expenses, or other claims for consequential compensation whatsoever (howsoever caused), regardless of whether or not that the Contractor could have foreseen the possibility of such loss or damage in a particular set of circumstances, and regardless weather or not the Contractor acted with intent, gross negligence, negligence, or innocently, which [loss, damage etc] arise out of, or in connection with, the Agreement.
11.2. If the Customer fails to comply with any terms and conditions of this Agreement and (or) the Country Law, the Contractor may without incurring any liability to the Customer and (or) any person:
11.2.1. immediately, without notice, suspend or terminate the Customer’s access to the E-Service until the Customer has fully remedied any incompliance to the satisfaction of the Contractor; and (or)
11.2.2. terminate the Agreement upon a Written Notice by the Contractor with an immediate effect upon postage.
11.3. The Customer agrees and acknowledges that the Contractor shall not be liable or otherwise responsible for any damage, losses, and expenses, which, directly or indirectly, resulted from, related to, or connected with (without limitation):
11.3.1. the use of and (or) inability to use the E-Service by the Customer, Drivers, Users, and (or) any person for whatever reason or cause;
11.3.2. the Transfer Services rendered by the Customer and (or) its Drivers to Users; and (or)
11.3.3. the Customer’s intentional, negligent, or innocent non-performance or improper performance of any of its duties under this Agreement, the Law, and (or) the Country Law.
11.4. Notwithstanding anything to the contrary herein (including without limitation Clause 11.1), the Customer shall indemnify and hold harmless the Contractor, its Affiliates, employees, directors, officers, and agents for any liability, damage, losses, and expenses, which, directly or indirectly, resulted from, related to, or connected with (without limitation):
11.4.1. the use of and (or) inability to use the E-Service by the Customer, Drivers, Users, and (or) any person for whatever reason or cause;
11.4.2. the Transfer services rendered by the Customer and (or) its Drivers to Users; and (or)
11.4.3. the Customer’s intentional, negligent, or innocent non-performance or improper performance of any of its duties under this Agreement, the Law, and (or) the Country Law. The Customer shall, among other things, at its own expense use all efforts to settle amicably any claims, complaints, and (or) actions that have been threatened to be submitted or have been submitted against the Contractor; however, this does not preclude the Contractor from settling of and (or) defending itself from any such claims, complaints, and (or) actions.
11.5. The Customer shall, within ten (10) calendar days from the receipt of a Written Notice from the Contractor, reimburse to the Contractor any amounts of liability, damage, loss, and expenses, as listed in such Written Notice, that have been sustained by the Contractor in the circumstances described in Clause 11.4. The Customer expressly waives any right to (i) challenge, legally or otherwise, the content of the Written Notice and (ii) request any proof or evidence of the existence or the extent of liability, damage, loss, and expenses sustained by the Contractor and any other facts mentioned in the Written Notice. If the Customer has, whether intentionally, unintentionally, or otherwise, not complied with the provisions of this Clause 11.5 in any respects, then the Customer shall pay to the Contractor the liquidated damages amounting to one hundred thousand (100,000) units of the Currency for each instance of such non-compliance within ten (10) calendar days upon the receipt of a Written Notice from the Contractor.
11.6. Without prejudice to the provisions of Clause 11.1, in all circumstances the cumulative liability of the Contractor in a relevant calendar quarter for all instances of breaches or liability to the Customer shall at all times be limited to the total amount of the E-Service Fee actually received by the Contractor in a preceding calendar quarter.
11.7. It is agreed and acknowledge by the Parties that any instance of intentional, negligent, or innocent non-performance or improper performance of any of its duties under this Agreement by the Customer causes to the Contractor a damage amounting to at least of one thousand (1000) units of the Currency.
11.8. The Parties shall be relieved of liabilities for full or partial non-performance or improper performance of their obligations under the Agreement if such non-performance or improper performance occurs after the Effective Date as a result of any flood, fire, earthquake and other acts of God, war, military hostilities, blockage, prohibitive actions of authorities and acts of the Governmental Authority, strikes, destruction of communications and electric power supply, explosions which occur during the term of the Agreement and could not be foreseen or prevented by the Parties (each, an ‘Event of Force Majeure’).
11.9. The Party affected by an Event of Force Majeure shall notify the other Party about such Event of Force Majeure by an Electronic Notice within five (5) business days from the moment of the its occurrence. If possible, the notice shall specify the nature of the Event of Force Majeure and shall contain a correspondent reference to an official document issued by a competent authority confirming the existence of such Event of Force Majeure and, if applicable, give evaluation of its effects on the Party’s ability to perform its obligations under this Agreement. Such documents shall be sent by the correspondent Party within reasonable time periods specified for such documents.
11.10. If the Party affected by an Event of Force Majeure fails to send the notice as specified in Clause 11.9, the Party shall have no right to refer to such Event of Force Majeure as an excuse for failure to perform its obligations and, upon a Written Notice of the other Party, shall reimburse to such Party any damage incurred due to the effect of the Event of Force Majeure.
11.11. Upon occurrence of an Event of Force Majeure, the term for obligation performance under the Agreement by the affected Party shall be prolonged for the subsequent and equal period of time during which the Event of Force Majeure and consequences thereof continue as well as the reasonable terms required to redress such consequences.
11.12. The affected Party shall, within five (5) business days), notify the other Party about the discontinuance of an Event of Force Majeure by an Electronic Notice. Such Electronic Notice shall specify the period of time within which the Party expects to perform its obligations under the Agreement delayed due to such Event of Force Majeure. If the affected Party fails to send such notice in due time, such Party shall have no right to refer to the Event of Force Majeure as an excuse for non-performance or improper performance of its obligations and, upon a written request of the other Party, shall reimburse the other Party the losses incurred by the other Party in connection with the absence of timely notification and of the Event of Force Majeure effect.
11.13. Should an Event of Force Majeure continue for more than thirty (30) calendar days, the Parties shall negotiate in good faith the future of the Agreement. If the Parties fail to reach an agreement (including by failure to commence negotiations) within thirty (30) calendar days from an Electronic Notice by one Party suggesting to commence negotiations, either Party may unilaterally terminate the Agreement by giving the other Party a Written Notice with the immediate effect upon its receipt by the other Party.
12. VALIDITY AND TERMINATION OF THE AGREEMENT
12.1. This Agreement shall be effective from the Effective Date.
12.2. The initial term of the Agreement shall be one (1) calendar year as of the Effective Date.
12.3. Unless a Party notifies the other Party by a Written Notice that it objects any extension of the term of the Agreement at least thirty (30) calendar prior to the expiration of the relevant term, the relevant term of the Agreement shall be automatically extended for a period of one (1) year. The term of the Agreement is extended annually on a recurrent basis and requires no execution of any supplement to the Agreement by the Parties.
12.4. The Agreement may be terminated in the following circumstances:
12.4.1. upon a mutual written agreement duly executed by the Parties;
12.4.2. upon a Written Notice by a Party to the other Party delivered at least thirty (30) calendar days prior to the date of termination;
12.4.3. in the circumstances specified in Clause 5.4;
12.4.4. in the circumstances specified in Clause 11.2;
12.4.5. in the circumstances specified in Clause 11.13;
12.4.6. as provided for by this Agreement and (or) the Law.
12.5. Notwithstanding anything to the contrary herein (including without limitation Clause 12.4), the following provisions of the Agreement shall survive its termination:
12.5.1. Section 1 (‘Definitions and Interpretation’),
12.5.2. Section 9 (‘Guarantees and Warranties’),
12.5.3. Section 10 (‘Announcements and Confidentiality’),
12.5.4. Section 11 (‘Liability of the Parties’),
12.5.5. Clause 12.5,
12.5.6. Clause 12.6,
12.5.7. Clause 12.7,
12.5.8. Section 13 (‘Miscellaneous’), and
12.5.9. Section 14 (‘Addresses and Details of the Parties’).
12.6. The provisions of the Agreement listed in Clause 12.5 may be terminated only upon a mutual written agreement duly executed by the Parties.
12.7. The termination of the Agreement for any reason shall not relieve the Parties from the liability for violations of the Agreement which have occurred before the termination.
13. MISCELLANEOUS
13.1. Governing law. This Agreement and any non-contractual obligations arising out of or in connection with the Agreement shall be governed by and construed in accordance with the laws of England and Wales without regard to the conflict of law provisions.
13.2. Dispute Resolution
13.2.1. Any dispute, claim, or controversy arising out of or in connection with this Agreement, including but not limited to issues concerning its existence, termination, validity, interpretation, performance, breach, consequences of nullity, or any non-contractual obligations arising from or in connection with this Agreement ("Dispute"), shall be referred to and finally resolved by arbitration under the Arbitration Rules of the Dubai International Arbitration Centre, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat of arbitration shall be Dubai, United Arab Emirates. The language to be used in the arbitration shall be English.
13.2.2. Prior to initiating any legal proceedings in accordance with clause 13.2.1 above, the Parties agree to undertake mandatory pre-trial amicable negotiations in an earnest effort to resolve the Dispute, during which neither Party shall initiate legal proceedings in relation to the Dispute. The Parties shall use their best efforts to engage in good faith negotiations with the intention of resolving the Dispute amicably.
13.2.3. If the Dispute remains unresolved within 14 (fourteen) calendar days following the occurrence of the Dispute, either party may proceed to initiate legal proceedings as outlined in clause 13.2.1 above.
13.3. Set off and deductions. Unless otherwise expressly provided for in this Agreement, every payment payable by the Customer under this Agreement shall be made in full without any set off or counterclaim howsoever arising and shall be free and clear of, and without deduction of, or withholding for or on account of, any amount which is due and payable to the Contractor under this Agreement. The Contractor may set off or deduct any amount from any payment that is due and payable to or by the Customer pursuant to this Agreement without any notice to or agreement or permission of the Customer and without signing any document.
13.4. Variation. The Contractor may make any changes to the Agreement (including without limitation the Country Terms) which changes shall be binding upon the Parties immediately after they become available for viewing at https://yango.com/legal/saas_global, and (or) the Customer Account (unless otherwise is prescribed by law). The term ‘change’ includes any change, amendment, supplement, deletion, or replacement however effected. The Customer herewith consents to and agrees with such amended Agreement in advance. If the Customer does not agree to the change, he has the right to terminate the Agreement by discontinuing the use of the E-Service and providing Written Notice of termination to the Contractor. In this case the termination of the Agreement takes effect on the effective date of the proposed amendment, unless otherwise provided in the Customer’s termination notice. The Customer’s use of the E-Service on or after the effective date of the amendment constitutes the Customer’s consent to be bound by this Agreement, as amended.
13.5. Unenforceable provisions. If any provision or part of this Agreement is void or unenforceable due to the Law or the Country Law, it shall be deemed to be deleted and the remaining provisions of this Agreement shall continue in full force and effect. If any invalid, unenforceable, or illegal provision of this Agreement would be valid, enforceable, and legal if some part of it were deleted, the provision shall apply with the minimum deletion necessary to make it valid, legal, and enforceable. The deemed deletion of any provision shall not affect the remaining provisions of the Agreement which shall continue to have full force and effect.
13.6. Assignment. Unless otherwise expressly provided for in this Agreement, neither Party may at any time assign, transfer, charge, pledge, or deal in any other manner with this Agreement or any of its rights under it, nor purport to do so, without a prior written permission of the other Party. The Contractor may at any time assign this Agreement or any of its rights under it to any Affiliate. Any purported dealing in contravention of this Clause 13.6 shall be void.
13.7. The Parties adhere to the applicable anti-corruption laws. The Parties hereby acknowledge and confirm that they have adopted a policy of zero tolerance to bribery and corruption, envisaging a total ban of any corrupt practices and on any facilitation payments. The Parties, their affiliates, employees, as well as intermediaries and representatives directly or indirectly involved in the performance of obligations of the Parties (including agents, commission agents, customs brokers and other third parties) shall not accept, pay, offer to pay and allow (authorize) the payment/acceptance of any funds or transfer of any benefits (including intangible), directly or indirectly, to/from any persons for the purpose of influencing the actions or decisions with the intention to obtain any improper advantage, including bypassing the procedure established by the laws, or pursuing other illegal purposes. This clause constitutes representations material for the Parties. The Parties rely on these representations when entering this Agreement. Either Party may unilaterally withdraw from the Agreement in case the other Party violates the obligations stipulated by this clause, by written notice and without recourse to the courts. The Contract shall be terminated upon 10 calendar days from the date of the receipt of such written notice by the Party. If a Party suspects that any provisions of the present clause have been violated or might be violated, the Party concerned undertakes to immediately notify the other Party of its suspicions in writing. The Parties agree that they will use the following addresses to report any violation/risk of violation of the present clause: To notify Contractor: hotline@ethics.online To notify another Party: address indicated in the contract details.
13.8. The Customer shall, within the term specified in the Contractor’s Electronic Notice, provide to the Contractor the original documents confirming the Customer’s place of registration and tax residency.
13.9. Previous relations with the Customer. The Parties agree and acknowledge that, notwithstanding anything to the contrary contained herein and/or in any agreement to which the Customer was or has been a party:
13.9.1. any amount which was due from a Previous Contractor to the Customer on the date of termination of the relevant E-Service Agreement entered into between the Customer and such Previous Contractor (“Previous Agreement”) and has not been paid as of the date hereof shall be paid to the Customer by such relevant Previous Contractor; and
13.9.2. any amount which was due from the Customer to any Previous Contractor on the date of termination of the relevant Previous Agreement and has not been paid by the Customer as of the date hereof shall be paid to the Contractor, subject to the terms of the relevant Previous Agreement.
Each of the Previous Contractors has agreed to be bound by the provisions of this Clause 13.9. by executing the accession letter available at https://yastatic.net/s3/doc-binary/src/legal/en/saas_global/RIBV%20UMNL_MENL_MANL_ 20230920_BV_Accession_Letter_to_New_Global_Saas_EXECUTION_VERSION_signed.pdf, and the Parties hereby confirm the accession contained in such accession letter.
In this Clause 13.9. the “Previous Contractor” shall mean each of the following: (i) Ridetech International B.V., a company duly registered under the laws of the Netherlands at Schiphol Boulevard 291, 1118 BH Schiphol, the Netherlands; (ii) Uber ML B.V., a company duly registered under the laws of the Netherlands at Schiphol Boulevard 291, 1118 BH Schiphol, the Netherlands; (iii) MLU Africa B.V., a company duly registered under the laws of the Netherlands at Schiphol Boulevard 291, 1118 BH Schiphol, the Netherlands; and (iv) MLU Europe B.V., a company duly registered under the laws of the Netherlands at Schiphol Boulevard 291, 1118 BH Schiphol, the Netherlands.
13.10. Translations. The Agreement, the Country Terms, the Data Processing Agreement, and any other documents referred to therein are made in English and may be translated into Contractor’s language. Any such translation in different language is for informational purposes only, and in case of any discrepancies between the versions, the English version shall prevail at all times and for all purposes.

14. ADDRESSES AND DETAILS OF THE PARTIES
14.1. The Contractor:
14.1.1. Registered address: 104A, First floor, Bld. 12, Dubai Internet City, Emirate of Dubai, the UAE
14.1.2. Place of business: 104A, First floor, Bld. 12, Dubai Internet City, Emirate of Dubai, the UAE
14.1.3. Postal address: 104A, First floor, Bld. 12, Dubai Internet City, Emirate of Dubai, the UAE
14.1.4. Banking details: As provided by the Contractor to the Customer via the Web Interface. Addresses and other details of the Customer have been provided by the Customer to the Contractor in course of Registration.
14.2. The Customer:
14.3. A Party shall immediately notify the other Party by a Written Notice about any changes in the information contained in this Section 14.
Date of publication: 10.04.2024 Date of entering into force: 10.04.2024
Previous version of the document: https://yandex.com/legal/saas_global/19022024 Previous version of the document: https://yandex.com/legal/saas_global/07022024 Previous version of the document: https://yandex.com/legal/saas_global/28122023 Previous version of the document: https://yandex.com/legal/saas_global/13102023 Previous version of the document: https://yandex.com/legal/saas_global/13072023


Contractor and Customer (as defined below), have agreed as follows:
‘Additional Services’ shall mean services related to the Transfer.
‘Affiliate’ shall mean in relation to any person, any other person directly or indirectly Controlled by, or controlling of, or under common Control with, that person.
‘Agreement’ shall mean this E-Service Agreement entered into by and between Contractor and Customer available online at https://yango.com/legal/saas_global.
‘Electronic report’ shall mean an Electronic report in regard to the E-Service rendered in the immediately preceding Reporting Period.
‘Confidential Information’ shall mean without limitation organizational, technological, commercial, financial, and any other information and data associated with or related to the conclusion and performance of the Agreement by the Parties. For the avoidance of doubt: information contained in the Requests and the contents of the Agreement constitute the Confidential Information, and the fact of the existence of this Agreement does not constitute the Confidential Information.
‘Contractor’ shall mean RideTechnology Global FZ-LLC, a Free Zone Limited Liability Company with the registered place of business at 104A, First floor, Bld. 12, Dubai Internet City, Emirate of Dubai, the UAE.
‘Control’ shall mean with regard to a person the power or authority, whether exercised or not, to direct the business, management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; provided that such power or authority shall conclusively be presumed to exist upon possession of beneficial ownership or power to direct the voting of more than 50% of the votes entitled to be cast at a meeting of the members or shareholders of such person or power to control the composition of a majority of board of directors of such person. The terms ‘Controlled’ and ‘Controlling’ have meanings correlative to the foregoing.
‘Country’ shall have the meaning attached to this term in the Country Terms
‘Country Currency’ shall have the meaning attached to this term in the Country Terms.
‘Country Language’ shall have the meaning attached to this term in the Country Terms
‘Country Law’ shall mean all laws, regulations, directives, statutes, subordinate legislation, common law and civil codes of any jurisdiction, all judgments, orders, notices, instructions, decisions and awards of any competent Governmental Authority and all codes of practice having force of law, statutory guidance and policy notes, in each case to the extent applicable to the Parties or any of them, or as the context requires existed at the relevant time in the Country. ‘Country Terms’ shall mean a document available online via the Partner Web Interface and containing additional terms of use of the E-Service, rights and duties of the Parties, including without limitation requirements to the Customer, Drivers, and Vehicles, calculation of the E-Service Fee, and other requirements, terms, and conditions applicable to the Customers in the respective Country. In case of any discrepancies between the provisions of the present Agreement and the provisions of the Country terms, the provisions of the Country Terms shall prevail.
‘Currency’ shall have the meaning attached to this term in the Country Terms.
‘Customer’ shall mean a legal entity or a sole proprietor who has accepted the terms and conditions of this Agreement and provided its details to Contractor via Registration.
‘Data Processing Agreement’ shall mean the agreement as available at https://yango.com/legal/dpa that is deemed to be incorporated into the Agreement by reference.
‘Deductions’ shall have the meaning attached to this term in Clause 8.1.5.
‘Dispute’ shall have the meaning attached to this term in Clause 13.2.1.
‘Dispute Notice’ shall have the meaning attached to this term in Clause 13.2.3.
‘Driver’ shall mean an individual who (a) has signed or otherwise became a party to either an employment or other contract with the Customer or any third party, or Contractor has grounds to believe that such contractual relations exist, and (b) has all licences and (or) permissions as required by the Country Law to drive the Vehicle and perform the Transfer and/or delivery services, and (c) actually capable of driving the Vehicle at the relevant time and registered in the Partner Web Interface by the Customer.
‘Effective Date’ shall mean the date of the Agreement determined pursuant to the electronic records of the E-Service and agreement on acceptance, as applicable.
‘Electronic Notice’ shall mean an electronic communication delivered as follows:
(a) via the Partner Web Interface,
(b) to a Party’s e-mail address specified in the Partner Web Interface,
(c) to a Party’s e-mail address specified in this Agreement, or
(d) when the communication with the Customer is concerned, to the Customer’s or the Customer’s duly authorised representative’s e-mail address which the Customer or its relevant representative has previously used for a communication with the Contractor.
‘E-Service’ shall mean various informational electronic services, which, without limitation, include automatic processing and transferring of Users Requests to the Customer for a fee paid to the Contractor in the amount specified in this Agreement or in Country Terms, that [services] enable and (or) assist the Customer with accessing the Service, receiving relevant information on Requests, performing Requests, and communicating with Contractor and (or) Users.
‘E-Service Fee’ shall mean a fee payable by the Customer to the Contractor for provision of the E-Services pursuant to the terms of the Agreement.
‘Governmental Authority’ shall mean any government or state and any ministry, department or political subdivision thereof, and any person exercising executive, judicial, regulatory or administrative functions of, or pertaining to, government (including any independent regulator) or any other governmental entity, instrumentality, agency, authority, corporation, committee or commission under the direct or indirect control of a government, and for the avoidance of doubt includes any court or competent authority or tribunal. The references to a competent Governmental Authority shall mean a Governmental Authority that has jurisdiction over a Party or matter concerned.
‘Law’ shall mean all laws, regulations, directives, statutes, subordinate legislation, common law and civil codes of any jurisdiction, all judgments, orders, notices, instructions, decisions and awards of any competent Governmental Authority and all codes of practice having force of law, statutory guidance and policy notes, in each case to the extent applicable to the Parties or any of them, as the context requires, existed at the relevant time in the UAE.
‘Maximum Tariffs’ shall mean the maximum values for calculation of the Transfer Fee, including the Additional E-Services, which values are set in the Country Terms and are deemed to be incorporated into this Agreement by reference.
‘Official Rate’ shall have the meaning attached to this term in the Country Terms.
‘Party’ shall mean either the Contractor or the Customer.
‘Parties’ shall mean jointly the Contractor and the Customer.
‘Partner Web Interface’ (or a “Customer Account”) shall mean a functional part of the Service for Customers available to the Customer after authorization using the Customer’s login and password, in view of available options, remotely interact with the Contractor hereunder, and providing access to Contractor usage of statistics and to the Statistical Data.
‘Peak Hours Coefficient’ shall mean a multiplier or a fixed amount determined pursuant to the Country Terms that may increase the Maximum Tariffs (but does not increase the price of the Additional E-Services) by multiplication with every value of the Maximum Tariffs as provided for in the Country Terms.
‘PIM’ shall mean promotional and informational materials related to the E-Service placed on the outer surface and (or) inside a Vehicle.
‘Registration’ shall mean a provision of information and data by the Customer to the Contractor.
‘Reporting Period’ shall mean a period of time which starts on the first day and ends on the last day of the relevant calendar month. Provided that the first Reporting Period shall be the calendar month following the month when the Contractor has informed the Customer by an Electronic Notice that the testing period of the E-Service is over, and the last Reporting Period shall be a period of time from the first day of the relevant calendar month until the date of expiration, repudiation, or termination of this Agreement.
‘Request’ shall mean the information on a potential demand for the Transfer or other E-Services that is submitted by the User via the E-Service.
‘Services’ shall mean the software platform (Partners Web Interface) and mobile applications for users and drivers (brand of the mobile applications depends on the Country Terms).
‘Service’ shall mean a software package, which helps Users to place Requests for services in the transportation of passengers and baggage by passenger vehicles or other services and automatically processes and transfers Requests of Users to the Customer. The Service brand shall be specified in the respective Country Terms as applicable per specific Country.
‘Service for Carriers’ shall mean the service meant for the automated receipt and transfer by the Customer of orders for the transportation of passengers and baggage by passenger vehicles or for other services, making it possible for the Customer and Drivers to communicate remotely, exchanging data with the Service and providing the Customer with other functional capabilities.
‘Service for Drivers’ shall mean a part of the E-Service that (a) enables Drivers to receive the Requests in an automatic mode and (b) has various functional capabilities fully described in the E-Service for Drivers manual.
‘Statistical Data’ shall mean the Contractor’s automated systems data, which may contain without limitation data for the calculation of the cost of the E-Service Fee and any other data relating to the performance of the Agreement, is available at the Partner Web Interface.
‘Supervision’ shall mean the Contractor’s activity whose objective is to evaluate whether the Customer complies with the terms and conditions of the use of the E-Service established by the Agreement. The Supervision may include various activities which may include without limitation the evaluation of the quality of Transfer or other E-Services rendered to the Users.
‘Transfer’ shall mean (i) transportation of passengers and (or) baggage and (ii) provision of services related to such transportation or other services (if any).
‘Transfer Fee’ shall mean the price of the Transfer or other services rendered to the User as per his or her Request.
‘User’ shall mean an individual who has unconditionally accepted the terms and conditions of the Terms of Use and the License Agreement for the E-Service application for mobile devices at the links specified in the Country Terms.
‘Vehicle’ shall mean a motor vehicle used by the Driver for the Transfer or for rendering other services.
‘Written Notice’ shall mean a communication in writing that include any modes of reproducing words in any legible form (but shall not include any electronic communication, including the modes of communication specified for the Electronic Notice) that is addressed to a relevant postal address of a Party specified in Section 14 and delivered by registered mail with delivery confirmation via a courier E-Service.
1.2. The following principles shall be used for interpretation of the Agreement:
1.2.1. any reference to this Agreement includes:
(a) the most recent Country Terms (as may be amended from time to time as provided for in this Agreement); and
(b) amendments, schedules, supplements, annexes duly executed by the Parties as provided for in this Agreement, which jointly form an integral part of this Agreement for all purposes;
1.2.2. references to this Agreement shall be construed as references also to any separate or independent stipulation or agreement contained in it;
1.2.3. any headings and titles in this Agreement are for convenience only and shall not affect its interpretation;
1.2.4. references to any document (including this Agreement) or a provision of any document includes such document or provision thereof as amended or supplemented in accordance with its terms, and whether or not such other document or provisions thereof is or becomes ineffective for any reason;
1.2.5. unless expressly provided for to the contrary herein, words in the singular shall include the plural and vice versa, and references to one gender include other genders;
1.2.6. a reference to a ‘person’ shall include a reference to any individual, firm, company or other body corporate, an individual's executors or administrators, Governmental Authority, unincorporated association, trust or partnership (whether or not having separate legal personality), and shall include a Party’s Affiliate but shall not include a reference to the Parties and their respective employees and officers;
1.2.7. a reference to a particular ‘person’ shall include a reference to the person’s executors, administrators, successors, substitutes (including persons taking by novation);
1.2.8. a reference to a Section, Clause, or paragraph shall be a reference to a section, clause, or paragraph (as the case may be) of this Agreement and, unless otherwise expressly provided for herein, not to a section, clause, or paragraph (as the case may be) of the Country Terms;
1.2.9. if a period is specified as from a given day, or from the day of an act or event, it shall be calculated exclusive of that day, unless otherwise specified;
1.2.10. references to any Dubai legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall in respect of any jurisdiction other than Dubai be deemed to include what most nearly approximates the Dubai legal term in that jurisdiction and references to Dubai statute or enactment shall be deemed to include any equivalent or analogous laws or rules in any other jurisdiction;
1.2.11. references to ‘writing’, ‘written’ and similar expressions shall include any modes of reproducing words in any legible form on paper (for the avoidance of doubt: this shall not include any electronic communication, including e-mail, attachments to e-mail, fax, telefax, the modes of communication specified for the Electronic Notice);
1.2.12. except where the context otherwise requires, a reference to time or the time of any day is Dubai\Asia Time (GMT+4) on the relevant date and events stated or deemed to occur upon, or actions required to be performed by, any given date shall be deemed to occur at, or must be performed before, 11:59:59 pm;
1.2.13. if a Party ‘may’ or has a ‘right’ to perform an action activity or refrain from performing an action or activity, then such Party has a full unrestricted discretion to perform or refrain from performing the relevant action or activity and it does not have a duty to seek for a consent of, or to inform, the other Party thereof.
1.2.14. if any term or expression, whether capitalised or not, is not defined in the Agreement and its meaning cannot be ascertained from the generally accepted plain meaning of this term or expression in the English language, the following sources shall be used in the following order to ascertain its meaning:
(a) the meaning of a relevant provision of the Agreement interpreted in a way that favours the Contractor,
(b) the general context of the Agreement,
(c) the laws of the United Arab Emirates, as applied by the courts of the emirate of Dubai.
2. SUBJECT MATTER OF THE AGREEMENT
2.1. The Contractor undertakes, in consideration for the E-Service Fee, to provide the Customer with the E-Services.
2.2. The Contractor may render Services similar and (or) identical to the Services to the benefit of other persons which will not be considered as a breach of the Agreement.
2.3. Parties process personal data according to Agreement and Data Processing Agreement.
3. THE SERVICES
3.1. General Provisions
3.1.1. The Customer’s rights to access and (or) use the Services and (or) any part thereof are always subject to its full compliance with:
(a) the terms and conditions of this Agreement including without limitation a timely payment of the E-Service Fee; and
(b) the Country Law.
3.1.2. The Customer accepts and acknowledges that the E-Service is provided remotely from outside the territory of the Country.
3.1.3. The Customer shall use the Services only within the limits and in the manner and spirit specified in this Agreement.
3.1.4. The Customer agrees and acknowledges that the Contractor does not and will not exercise and has no intention to exercise any degree of control over the Customer and (or) the Drivers, including without limitation over the Customer’s way of provision of the Transfer or other services to the Users, over the operation of the Customer’s business generally, acts or omissions of the Drivers, and (or) the operation and maintenance of any Vehicles.
3.1.5. The Customer agrees and acknowledges that the Service does not represent a billing system and any information related to payments that may be available in the Partner Web Interface is provided for informational purposes only.
3.1.6. The Contractor shall provide support services to the Customer which includes without limitation advising the Customer on various aspects of the Services usage, inspection of Requests performed by the Customer’s Drivers.
3.1.7. As part of the provision of services under this Agreement, short term experiments can also be carried out aimed at improving the quality of Service.
3.1.8. Depending on your country, we may make available a loyalty program. You can find more information at https://parks.yango.com in the Knowledge Base section.
3.2. The Registration and Access to the Services
3.2.1. Unless otherwise is agreed by the Parties in the Country terms, this Agreement comes into force between Customer and the Contractor by performance of the following actions: Completion of Registration, and clicking on the button "I have read, agree and fully accept the terms and conditions" (or similar in meaning); Receipt by the Contractor of the agreement on acceptance of E-Service Agreement (further “Agreement on Acceptance”) signed by the Customer and sent via email to the Contractor, unless a different acceptance method is set in the Country Terms.
3.2.2. Upon a successful completion of the Registration, the Customer will, within a reasonable period, be provided with a login and password to access the Services s and to provide its Drivers with connection to the Services for Drivers;
3.2.3. The Customer shall not transfer the login and password to the Services to any person and shall be solely liable for the protection and confidentiality of the login and password.
3.2.4. In some regions the Contractor may also, at its own discretion, require the Customer to make an advance payment of the E-Service Fee in order for the Customer to access the Service. The amount of the advance payment will be communicated to the Customer during the Registration.
3.2.5. Subject to Clause 3.3, the Customer will have access to the Services (including without limitation the Partner Web Interface) with the exception of time needed for preventive maintenance, provided the Customer paid the E-Service Fee on time.
3.2.6. Everything done by the Customer via the Services using the Customer’s login and password shall be deemed to be performed by the Customer who shall be solely liable for it.
3.2.7. The Customer shall obtain and maintain, and shall ensure that its Drivers obtain and maintain, all technical means required for accessing and usage of the Services, and the Contractor shall never be required to provide such technical and other means or compensate for obtaining or maintaining any of them.
3.2.8. The Contractor has the right to refuse the Customer to conclude the Agreement at any stage of negotiations if the Customer does not meet the criteria of good faith and reliability established by the Contractor at its own discretion and without the need of providing notice. 3.2.9. The Customer may have the functionality to create other sub-accounts for its personnel. The Customer shall be solely responsible for the access of such personnel and hereby agrees that the terms and conditions of this Agreement shall apply to such personnel.
3.3. The Operation, Update, and Maintenance of the E-Service
3.3.1. The Services are provide to the Contractor on an “as is” and “as-available” basis, ensuring the correct operation of the Services and correction of errors arising during their operation, with the exception of cases related to the malfunction of the Customer’s equipment, errors in the administration of the Services by the Customer or its own hardware and devices;
3.3.2. The Contractor shall aim to correct errors identified within a reasonable time.
3.3.3. Services malfunctions or errors caused by or related to:
(a) the Customer’s and (or) Driver’s, as the case may be,
i. equipment, hardware, or devices malfunction or technical inadequacy, or
ii. lack of skill or knowledge required to access or use the Services; and (or)
(b) any person’s mistake, omission, fault, wrongdoing, negligence etc (including without limitation inadequate internet services),
shall not be considered as the Contractor’s breach of this Agreement and shall not give rise to the Contractor’s duty to correct such malfunctions or errors.
3.3.4. The Contractor may conduct preventive maintenance of the Services at any time.
3.3.5. The Contractor shall aim to notify the Customer by an Electronic Notice of the preventive maintenance that will materially affect the operation of the Services.
3.3.6. The Contractor may at its discretion update the Services from time to time without the Customer’s consent, which includes without limitation making changes to the content, functionality, and user interface of the Services, and the Services manuals.
3.3.7. The Contractor does not guarantee and shall not be liable for a failure to ensure a stable and reliable operation and availability of the Services.
3.3.8. The Contractor may suspend or restrict the access to or operation of the Services for any technical, technological, discrepancies on payment-related information, or other reasons for the time period required to eliminate such reasons.
3.4. Information, Statistical Data, and Other Information and Data
3.4.1. The Contractor shall make the Statistical Data available to the Customer via the Partner Web Interface with the Contractor having no liability for the unavailability of the Statistical Data to the Customer for any reasons beyond the control of the Contractor;
3.4.2. The Parties expressly agree and confirm that for all purposes of this Agreement, including without limitation the calculation of the E-Service Fee (Clause 8.1), they will use data that is the Statistical Data.
3.4.3. The Customer shall not disclose User’s personal details to any persons and shall not use User’s personal details for purposes other than those required for performance of the Agreement, including without limitation the Customer shall not make phone calls and send text messages to a User, to which the User has not given a consent and the content of which does not directly relate to Requests made by the User via the Services.
3.4.4. The Customer shall inform the Contractor without undue delay if the legal grounds for processing personal data of Drivers are terminated;
3.4.5 The Customer shall provide the Contractor, within the term of the Agreement, with information specified in the Agreement, including Annexes and Data Processing Agreement (hereinafter referred to as the “Information”). The procedure and terms for the provision of the Information by the Customer to The Contractor are approved by the Parties in this Agreement and the Country Terms. In this respect, the Customer guarantees that the provision of the Information, the content of the Information and the use of the Information by the Contractor under the terms of the Agreement do not violate third-party rights, provisions of current applicable laws, including data protection laws, are free and clear of any third-party rights and will not entail any obligations for the Contractor to pay remuneration to third parties.
3.5. Suspension and Termination of the Customer’s Access to the Services
3.5.1. Without prejudice to any other provisions of the Agreement the Contractor may suspend or terminate the Customer’s, or a particular Driver’s, access to the Services and (or) activate the hold off if the Contractor becomes aware, regardless of the source of such awareness which may include without limitation any person, mass media, or a word of mouth, of an instance of the Customer’s and (or) its Drivers’ non-compliance with the terms of the Agreement. Examples of the Customer’s and (or) its Drivers’ non-compliance include without limitation: (a) charging Users the Transfer Fee that exceeds the limits specified in the Agreement; (b) provision to the Contractor out-of-date or false data and (or) information on Drivers and Vehicles, including without limitation GPS data; (c) demonstrating discrimination in relation to the Service for Drivers or Requests without objective, fair, and reasonable cause; (d) provision of Transfer services in a way that does not comply with Requests; (e) provision to the Contractor false data on the cancelled Requests and false information on the reasons of such cancellations; (f) non-compliance with the Data Processing Agreement; (g) creation by a Driver, or causing someone else to have created, of false Requests and (or) performance by a Driver of false Requests. A Request is deemed to be ‘false’ if it has not been generated by a User acting conscionably and in good faith. The Contractor may determine whether a particular Request is ‘false’ or not; (h) unconscionable behaviour of a Driver towards the E-Service. The Contractor may determine whether a particular action or failure to act constitutes an unconscionable behaviour of a Driver; (i) rude or impolite behaviour or other misconduct of a Driver towards a User and (or) other passengers of a Vehicle and (or) their property breaching the quality standards placed at the link defined in the respective Country Terms; (j) putting Users’ and (or) other passengers’ of a Vehicle safety in danger by dangerous driving, improper condition of a Vehicle, or otherwise failing to comply with the traffic safety rules, including without limitation using multiple devices in a Vehicle which devices obstruct the view of the road or distract a Driver’s attention; (k) failure to assist the Contractor with the Supervision or providing incorrect or false information to the Contractor in a course of the Supervision; (l) if there are several (more than two) complaints from Users or Drivers about the Customer; and (m) engaging in unauthorised protests, demonstrations, strikes, vandalism or any other illegal activity of any nature as prescribed in the laws of the jurisdiction that the Customer or Driver resides.
3.5.2. The Customer and a Driver are entitled to give reasons justifying the Customer’s or Driver’s non-compliance with the terms of the Agreement. The Contractor may consider these reasons but, following such consideration, is not obliged to restore the access to the E-Service.
3.5.3. In order to ensure Users’ safety, without prejudice to any other provisions of the Agreement the Contractor may suspend the Customer’s or a particular Driver’s access to the Services in case the continious active time of a particular(s) Driver(s) in the Services exeeds the secure limit of driving without rest period. If applied, such secure limit is set in the Country Terms.
3.6. The Service for Drivers
3.6.1. The Service for Drivers is the only method for receiving Requests.
3.6.2. The Customer and its Drivers may use other services for performing the Transfer services. The Customer shall not discriminate against the Service for Drivers by giving other services a particular preference or advantage without objective, fair, and reasonable cause
3.6.3. The following electronic signals are used by the Service to indicate the status of a Driver: (a) ‘busy’ signal means that a Driver is unwilling to accept Requests; (b) ‘driving’ signal means that a Driver is on a way to the pick-up location as specified in a Request; (c) ‘free’ signal means that a Driver is willing to accept Requests; (d) ‘transporting’ signal means that a Driver is performing the Transfer services as specified in a Request; (e) ‘waiting’ signal means that a Driver has arrived to the pick-up location as specified in a Request and expecting a User to board a Vehicle. 3.6.4. Provision of Information 3.6.4. 1 Unless otherwise agreed in the Country Terms, the Parties agree and acknowledge that the Driver, including without limitation when rendering the Transfer or other services to a User, shall have an authority to provide the following information to the Contractor on behalf of the Customer: - geographical location data (GPS tracks) of the Driver’s Vehicle; - a Vehicle’s status data (that is ‘available’, ‘waiting’, ‘driving’ and other signal as available in the Service); 3.6.4.2. a Driver’s details: (a) full name, (b) identification number, (c) date of birth, (d) place of birth, (e) gender, (f) citizenship, (g) photo, (h) official residential address, (i) if requested by the Contractor, scanned copies of passport with pages containing the personal details listed in Clauses 3.1.3(a)–(h), (j) driving licence details: i. forename and surname, ii. date and place of birth, iii. expiry date, iv. official body that has issued the licence, v. licence number, vi. place where the licence has been issued, vii. car category or categories to which the licence extend, and viii. if requested by the Contractor, scanned copy of the driving licence (all sides), and (k) Driver’s phone number; 3.6.4.3 a Vehicle’s details: (a) license plate number, (b) vehicle producer (as stated in a Vehicle’s registration certificate), (c) manufacturing year (as stated in the Vehicle’s registration certificate), (d) a Vehicle’s color, (e) if requested by the Contractor, scanned copy of the Vehicle’s registration certificate (all sides), (f) pictures of the interior and exterior of the Vehicle.
3.7. Data search and Distribution Services
In some regions upon the Customer’s request the Contractor may also provide the Customer with services of collection, generalization and provision of data to the Customer ("Data search and Distribution Services"), which may include services for the search, generalization and transfer of data to the Customers on individuals intending to become Drivers, as well as the distribution of information regarding the Customer among individuals intending to become Drivers, for a fee paid by the Customer in the amount specified in the Country Terms.
4. SUPERVISION
4.1. The Contractor may conduct Supervision at any time and unlimited number of times without any particular reason and may choose any means and methods of the Supervision. The Supervision may include without limitation the evaluation of: (a) the quality of Transfer services rendered to the Users, and (b) the accuracy of the data provided by the Customer.
4.2. The information and data obtained through the Supervision shall not constitute the exclusive source for evaluation whether the Customer complies with the terms and conditions of the use of the Services established by the Agreement, and the Contractor may use any other information and data to make such evaluation.
4.3. The Customer shall timely, actively, and diligently assist the Contractor with anything that may be necessary to conduct the Supervision. The Customer’s failure to provide such assistance shall considered as a material breach of the Agreement.
5. THE COUNTRY TERMS
5.1. The Country Terms (as amended) are incorporated into the Agreement by reference and constitute and integral part of the Agreement for the Contractors registered and performing commercial activities in the respective Country.
5.2. The Contractor may amend the Country Terms when he considers necessary without the Customer’s consent and such amended Country Terms shall be binding on the Customer when they become available for viewing via the Partner Web Interface.
6. THE TRANSFER AND OTHER SERVICES
6.1. The Customer shall ensure that at all times the quality of the Transfer and other E-Services rendered to the Users satisfies their Requests, the Agreement, and the Country Law.
6.2. If an individual ceases, for any reason and regardless the Customer’s fault, to satisfy the criteria of the Driver (including without limitation does not have a valid driving licence or does not comply with the Country Law) but continues to render the Transfer Services or use the E-Service, such individual shall for all purposes be deemed to be the Driver and the Customer shall be fully responsible for any faults, errors, omissions etc of such individual.
6.3. The Customer undertakes that and (or) that it will ensure that: it will at all times comply and ensure that its Drivers and Vehicles will comply with the requirements listed in the Agreement; only those Drivers and Vehicles that fully meet with the requirements listed in the Agreement shall be permitted to perform Requests; a Driver who does not meet the conditions as listed in the Agreement shall not be allowed to perform the Requests; a Vehicle which does not meet the conditions as listed in the Agreement shall not be used for performing the Requests; a Vehicle’s geographical location data (GPS tracks) and other information and data as required by the Agreement is continuously transferred to the Service in real-time; information and data that is transferred pursuant to the Agreement is relevant and accurate, including without limitation those provided by a Driver acting on behalf of the Customer; and it complies with the Country Law including without limitation consumer protection legislation (for example, if applicable: it informs the consumer of its identity and full particulars of its permit or licence that makes it legal to provide the Transfer services).
6.4. The Customer shall ensure that every Driver has: access to the official version of the Service for Drivers and does not use any modified version of the Service for Drivers; and complied with other requirements of the Country Law to the extent necessary to render the Transfer services. The Customer shall ensure that every Vehicle: as and when required by the Country Law, has been issued with a permit, licence, or another document that makes it lawful to use it for the Transfer services; as and when required by the Country Law, has passed a procedure for control of the Vehicles’ technical condition and in regard to which a relevant certificate or other evidence confirming that the Vehicle is safe and fit for the usage in the Transfer services; and has complied with other requirements of the Country Law to the extent necessary to be used for rendering the Transfer services.
6.5. Requirement with regard to Request and Transfer or other services 6.5.1. If the Customer has accepted a Request, the Customer undertakes that at all times: 6.5.2. a Vehicle is available at the location and time specified in the Request; 6.5.3. the free waiting time (i.e., which is calculated from the moment when a ‘waiting’ signal has been sent via Service by a Driver) is at least equal to the free waiting time as specified by the Maximum Tariffs; 6.5.4. no phone calls are made to a User who has activated the ‘Don’t call me’ option in the Service mobile application unless it is necessary to ascertain the pick-up location or a driving route to the pick-up location and there is no other means to ascertain this information; 6.5.5. the Transfer Fee never exceeds (a) the Maximum Tariffs and (b) the Transfer Fee, which is calculated in accordance with Section 8; 6.5.6. Users’ complaints with regard to their Requests and relevant Transfer or other services are replied and all required measures are taken within twenty-four (24) hours of the complaint receipt by the Customer or sooner if the nature of the complaint requires a more immediate response. 6.5.6 A Request that has been accepted by the Customer may be cancelled by a User, and a User will be charged the Transfer Fee, as calculated by the Service, if at the time of the Request cancellation: 6.5.6. a Vehicle is three hundred (300) meters or less from the pick-up location; and 6.5.7. a ‘waiting’ signal has been sent via Service by a Driver. 6.5.8 A Request that has been accepted by the Customer may be cancelled by a Driver, and a User will be charged the Transfer Fee, as calculated by the Service, if at the time of the Request cancellation: 6.5.9. a Vehicle is three hundred (300) meters or less from the pick-up location; 6.5.10. a ‘waiting’ signal has been sent via Service by a Driver; and 6.5.11. ten (10) minutes or more have passed from the time of the ‘waiting’ signal sending (Clause 6.7.2). 6.5. 12 The Transfer Fee that is charged for the Request cancellation shall not exceed the Transfer Fee for a ten (10) minutes ride as calculated by the Service per the Maximum Tariffs applicable to the Request, which Transfer Fee shall include, if applicable, without limitation: free waiting time and the “Busy Hours” Coefficient as determined pursuant to this Agreement, but shall exclude the Additional Services. 6.5.13 If the Customer receives, either by a way of an Electronic Notice, a Written Notice, or otherwise, from the Contractor a request related to an accident involving the User and occurred during the rendering the Transfer or other services (including without limitation a road traffic accident or any other accident involving a threat to life, health, well-being, and (or) property of the User), the Customer shall immediately provide to the Contractor the information and documents mentioned in the request (including without limitation documents issued by a public authority overseeing traffic safety and any other authorised body involved into the accident investigation). If it is not prohibited by the Country Law, such information and documents may be provided to the User. 6.5.14. The Customer shall at all times present itself to any person as a provider of the Transfer and other services and be responsible towards Users for the Transfer services rendered to them, which includes without limitation full responsibility for the rides, Users’ safety and well-being etc.
6.6. The Maximum Tariffs
6.6.1. The Customer shall independently decide on the specific Transfer Fee it will offer to the User. The Contractor does however acknowledge that Transfer Fee cannot exceed the Maximum Tariffs.
6.6.2. The Parties agree and acknowledge that the purposes of the Maximum Tariffs are: to improve the Users’ experience of using the Service by providing to them advance information on the (maximum) Transfer Fee; to retain the existing Users and attract new Users by availability of attractive Maximum Tariffs and transparency towards the Users of the Maximum Tariffs calculation; to ensure transparency and predictable financial outcomes of performance of the Agreement for the Parties; to increase the number of Requests by providing competitive financial terms of the Transfer services; and to reflect that the Transfer Fee as calculated pursuant to the Maximum Tariffs may depend on a Vehicle class, weekday, time of a day, and other parameters.
6.6.3. The Maximum Tariffs applicable for the Country are defined in the respective Country Terms and are deemed to be incorporated into the Agreement by reference.
6.6.4 The Customer may charge the Transfer Fee pursuant to its own tariffs that may be either equal to or less than the Maximum Tariffs provided always that the Transfer Fee calculated pursuant to the Customer’s tariffs never exceeds the Transfer Fee calculated pursuant to the Maximum Tariffs.
6.6.5. The Peak Hours Coefficient may apply to the Maximum Tariffs as provided by the Country Terms
6.6.6. The Contractor may change the Maximum Tariffs when considers necessary and such changed Maximum Tariffs shall be binding on the Customer when they become available pursuant to the Country Terms (published at a dedicated webpage or otherwise). The Customer herewith consents to and agrees with such changes in advance.
6.6.7. The Parties agree and acknowledge that the Maximum Tariffs shall only apply to Requests and shall not apply to any services rendered by the Customer without engaging with the E-Service.
7. THE PIM
7.1. The Contractor may provide the Customer with PIM, and the Customer shall place such PIM. The particular details of the PIM’s placement (including without limitation number of Vehicles with PIM, places and time of PIM placement etc) are communicated to the Customer by the Contractor by an Electronic Notice.
7.2. With regard to PIM, the Customer shall:
7.2.1. obtain all necessary permits and (or) approvals required by the Country Law for placing the PIM;
7.2.2. ensure that the PIM are placed in full compliance with the Country Law including all technical regulations;
7.2.3. ensure that the PIM placement does not create a threat to people and traffic safety, including without limitation the PIM do not limit the sight of and do not distract the Drivers and other road users;
7.2.4. notify the Contractor if the PIM are unreadable and require restoration and (or) replacement;
7.2.5. if the Customer has the required capabilities, to restore the unreadable PIM;
7.2.6. if the spare PIM are available with the Customer, to replace the unreadable PIM.
7.3. Upon receipt of the Contractor’s Electronic Notice, the Customer shall:
7.3.1. within two (2) hours provide pictures of the PIM placed by delivering them according to the Contractor’s;
7.3.2. within twenty-four (24) hours remove and (or) replace the PIM in full compliance with the request as contained in the Electronic Notice; or
7.3.3. within twelve (12) hours comply with other requirements as contained in the Contractor’s Electronic Notice.
8. PAYMENTS
8.1. The E-Service Fee
8.1.1. The Customer shall pay the E-Service Fee to the Contractor as prescribed in this Clause 8.1.
8.1.2. The amount of the E-Service Fee is calculated pursuant to the Country Terms. Such E-Service Fee (calculated as described above) includes all applicable taxes.
8.1.3. Subject to Clauses 8.1.8 and 8.1.9, the Contractor shall, by the end of the fifth (5th) business day of a Reporting Period, send an Electronic Notice containing an Electronic report in regard to the E-Service rendered in the immediately preceding Reporting Period. The deemed date of the Electronic report receipt by the Customer shall be the business day following the day of the Electronic report sending by the Contractor.
(a) The Electronic report shall, among other things, have an appendix with the following information related to the relevant Reporting Period:
i. the total amount of the Transfer Fee, expressed in the Country Currency, that has been received from Users, and
ii. the total amount of the Transfer Fee (less the E-Service Fee), expressed in the Currency, that has been transferred from the Contractor to the Customer.
8.1.4. If, within thirteen (13) calendar days from the date of the Electronic report, the Contractor has not, for any reason, received from the Customer a Written Notice with the Customer’s objections, relevant justifications, and explanations, then:
(a) the Customer shall be deemed to have accepted and agreed with the content of the Electronic report and to have confirmed that the E-Service rendered in the relevant Reporting Period in all respects satisfy the Agreement,
(b) the Customer shall have no right to raise any objections with regard to the E-Service rendered in the relevant Reporting Period, and
(c) the Contractor may issue an electronic invoice for the E-Service listed in the Electronic report (hereinafter referred to as the ‘Invoice’) and make the Invoice available to the Customer at the Partner Web Interface.
8.1.5. The Customer shall, within five (5) calendar days of the Invoice date, transfer to the Contractor the full amount of the E-Service Fee denominated in the Currency always without deduction of any taxes, charges, and (or) other payments (hereinafter jointly referred to as the ‘Deductions’).
8.1.6. If the Law requires the Customer to make any Deductions from the E-Service Fee amount, then:
(a) the total amount of the E-Service Fee shall be automatically increased by the amount of such Deductions, so the E-Service Fee amount actually received by the Contractor after the relevant Deductions is equal to the amount calculated pursuant to this Agreement; and
(b) upon receipt of the Contractor’s request, the Customer shall provide to the Contractor:
i. documents confirming the payment of the Deductions outside Dubai, and
ii. a certificate of the Customer’s tax residency for the relevant calendar year.
8.1.7. The Customer shall be deemed to have discharged its obligation to pay the E-Service Fee from the date of receipt by the Contractor of a bank confirmation of crediting the entire amount of payment to the settlement account of the Contractor. Instead of the abovementioned bank confirmation the Contractor may, at its discretion, accept the following documents as proper evidence of the E-Service Fee payment:
(a) in case of a non-cash payment, a facsimile of the payment order with the bank’s payment stamp,
(b) a facsimile of the payment receipt with the stamp of the bank, with which bank the payment was made,
(c) in case of an electronic payment made with the E-Service, a verification by the Contractor of the payment made to the Contractor through payment systems, or
(d) any other evidence that the Contractor may accept.
8.1.8. For the avoidance of doubt: until the first Reporting Period commences (that is during the testing period), the E-Service Fee shall not be charged and the Electronic report and Invoice shall not be issued and delivered. 8.1.9. Notwithstanding anything to the contrary in Clause 8.1, the Contractor may request from the Customer an advance payment of the E-Service Fee as provided for in the Country Terms.
8.2. The Transfer Fee
8.2.1. The amount of the Transfer Fee is calculated pursuant to the Country Terms.
8.2.2. The Transfer Fee is calculated automatically by the Service algorithms at the time when the pick-up and destination locations for a Request have been specified, and may be based on, without limitation, the Maximum Tariffs, an estimate of the Transfer/delivery services duration and distance from the pick-up to destination locations (taking into account traffic and other applicable details of the route). Subject to Clause 8.2.4. the Transfer Fee, as calculated by the Service, represents the maximum price that the Customer may charge for the Transfer or other services rendered to the User as per his or her Request.
8.2.3 The Transfer Fee calculated by the Service may be automatically adjusted, including without limitation, in the circumstances when the Request parameters are altered by a User (a destination location is changed, paid waiting time or the Additional Services are added or removed etc), or when a certain period of time has passed since the time when the pick-up and destination locations have been specified. 8.2.4 The Customer may charge the Transfer Fee pursuant to its own tariffs that may be either equal to or less than the Maximum Tariffs provided always that the Transfer Fee calculated pursuant to the Customer’s tariffs never exceeds the Transfer Fee calculated pursuant to the Maximum Tariffs. 8.2.5 The “Peak Hours” Coefficient shall apply to the Maximum Tariffs during the periods determined by the Contractor (which may include without limitation days before public holidays, days of mass events, poor weather conditions, etc.) to ensure high-quality service to Users and facilitate the performance of the maximum possible number of Requests, when the demand for the Transfer or other services is higher than average. 8.2.6. The Parties agreed that the value and applicability of the “Peak Hours” Coefficient shall be unilaterally defined by the Contractor based on, without limitation, available technical data of the Service, Statistical Data on the demand for transfer or other services, and availability of Vehicles/Drivers. If the “Peak Hours” Coefficient has been activated and the User chooses to place a Request to which the “Peak Hours” Coefficient applies, the relevant values of the Maximum Tariffs (except for the Additional Services) shall be increased as appropriate in accordance with such “Peak Hours” Coefficient. 8.2.7. If there are no cars available in a user’s location (as specified in the user’s request), the user may be offered to order a vehicle from a more distant location for a fee (the ‘Paid Arrival Offer’). The user may accept or decline the Paid Arrival Offer at her or his discretion by pressing the relevant button in the mobile application. If the user accepts the Paid Arrival Offer, the price of the Paid Arrival Offer will be added to the price of the user’s ride and will be calculated based on (1) the distance between the relevant car’s actual location and the user’s location, and (2) the time required for such a car to arrive from its actual location to the user’s location.
8.2.8. The Customer agrees and acknowledges that:
(a) availability of non-cash payments functionality is an optional feature of the E-Service which may or may not be available at the Effective Date and is enabled by the Contractor at its discretion;
(b) the Transfer Fee (if paid with non-cash only) due from the User to the Customer shall be transferred from the User directly to the Contractor;
(c) the Service is configured to process non-cash payments from the Users as described in Clause 8.2.8(b), which is an inherent feature of the E-Service intended to guarantee the interests of the Contractor that [feature] cannot be changed by the Customer; and
(d) the User’s obligation to pay the Transfer Fee (if paid with non-cash only) to the Customer shall be deemed fulfilled if the User has made to the Contractor a non-cash payment in the amount equal to the relevant Transfer Fee.
8.2.9. The Customer assigns, and the Contractor, acting on behalf of and at the expense of the Customer, undertakes actions for the receipt of the Transfer fee (non-cash payments) from Users and its further remittance (less the E-Service Fee, the fee specified in Clause 8.2.4, and, if applicable, any amounts related to set off or deduction) to the Customer once a day provided that the Transfer Fee (less the E-Service Fee), as expressed in the Country Currency, is equal to or exceeds an equivalent of seven hundred (700) units of the Currency.
8.2.10. The fee of the Contractor for the collection of the Transfer Fee from Users and its transfer to the Customer is included in the E-Service fee for the respective Reporting period.
8.2.11. The Сustomer accepts and agrees that the Contractor may authorize a third party to make the payment referred to in cl.8.2.9. (remittance of the Transfer fee (non-cash payments) collected from Users) to the Customer without any notice to or agreement or permission of the Customer and without signing any document; and that such payment shall be deemed as a due fulfillment of the Contractor’s payment obligations under the cl.8.2.9. of this Agreement and shall be accepted as such by the Customer.
8.3. The Currency
8.3.1. The currency of payments between the Parties shall be set in the Country Terms.
8.3.2. The mount of the Transfer Fee, expressed in the Currency, which shall be transferred to the Contractors pursuant to Clause 8.2.8, shall be calculated at the Official Rate effective on the date of the relevant Request, if otherwise is not specified in Country Terms.
9. GUARANTEES AND WARRANTIES
9.1. Each Party guarantees and warrants to each other Party that each of the below listed guarantees and warranties are true, accurate, and not misleading in respect of itself at the Effective Date:
9.1.1. the Party is duly organised and validly existing under the laws of its jurisdiction and has full power to conduct its business as conducted at the date of this Agreement;
9.1.2. the Party has, directly or indirectly, corporate power and authority to enter into and perform this Agreement and any agreement entered into pursuant to the terms of this Agreement and the provisions of this Agreement and any agreement entered into pursuant to the terms of this Agreement, constitute valid and binding obligations on it and are enforceable against it, in accordance with their respective terms; and
9.1.3. the Party has duly authorised, executed and delivered this Agreement and will, when required, have authorised, executed and delivered any agreements to be entered into pursuant to the terms of this Agreement.
9.2. The Customer also guarantees and warrants to the Contractor that each of the below listed guarantees and warranties are true, accurate, and not misleading in respect of itself at the Effective Date:
9.2.1. the execution and delivery by the Customer of, and the performance by the Customer of its obligations under this Agreement will not:
(a) result in a breach of or conflict with any provision of its constitutional documents,
(b) result in a material breach of, or constitute a material default under, any instrument to which it is a party or by which it is bound, or
(c) result in a breach of the Country Law;
9.2.2. all consents, permissions, authorisations, approvals and agreements of third parties and all authorisations, registrations, declarations, filings with any governmental department, commission, agency or other organisation having jurisdiction over the Customer which are necessary or desirable for it to obtain in order to enter into and perform this Agreement and any agreement entered into pursuant to the terms of this Agreement in accordance with its terms, have been unconditionally obtained in writing; and
9.2.3. no order has been made, petition presented or meeting convened for the winding up of the Customer or any of its Affiliates, nor any other action taken in relation to the appointment of an administrator, liquidator, receiver, administrative receiver, compulsory manager or any provisional liquidator (or equivalent in the Country) (or other process whereby the business is terminated and the assets of the company concerned are distributed amongst the creditors or shareholders or any other contributors), and there are no proceedings under any applicable insolvency, reorganisation or similar laws in the Country, and no events have occurred which, under applicable law of a relevant jurisdiction, would justify any such proceedings.
9.3. Save for the guarantees and warranties expressly stated in Clause 9.1, the Contractor provides no other express or implied guarantees and warranties and expressly disclaims any guarantee, warranty, or provision with regard to the correct, trouble-free, and error-free operation of the E-Service and compliance of the E-Service with the Customer’s specific goals and expectations.
10. ANNOUNCEMENTS AND CONFIDENTIALITY
10.1. Announcements
10.1.1. Unless otherwise expressly provided for in Clause 10.1.2, neither Party shall (and each Party shall procure than none of its Affiliates shall):
(a) make or send; or
(b) permit another person to make or send on its behalf,
a publication, public announcement, or circular regarding the existence or the subject matter of the Agreement, the details of relations of the Parties.
10.1.2. Clause 10.1.1 does not apply to a publication, announcement, or circular:
(a) which is required by the Law or the Country Law, a court of competent jurisdiction or a competent judicial, governmental, supervisory or regulatory body;
(b) which is required by a rule of a stock exchange or listing authority on which the shares or other securities of a Party or its Affiliate are listed or traded; or.
(c) in regard to which a Party has obtained the other Party’s prior written permission.
10.1.3. A Party that is required to make or send a publication, announcement, or circular in the circumstances contemplated by Clause 10.1.2(a) or Clause 10.1.2(b), must, before making or sending the publication, announcement, or circular, consult with the other Party and take into account the other Party’s requirements as to the timing, content and manner of making the publication, announcement, or circular to the extent it is permitted to do so by the Law or the Country Law and to the extent it is reasonably practicable to do so.
10.2. Confidentiality
10.2.1. Save as provided in Clause 10.2.2, no Party shall, without the written consent of the other Party, disclose to any person, or use or exploit commercially for its own purposes any Confidential Information.
10.2.2. Subject to Clause 10.2.3, Clause 10.2.1 does not apply to a disclosure or use of the Confidential Information in the following circumstances:
(a) the disclosure or use is required by the Law or the Country Law or required or requested by a competent Governmental Authority;
(b) the disclosure or use is required by a rule of a stock exchange or listing authority on which the shares or other securities of a Party or its Affiliate are listed or traded;
(c) to the extent that the relevant Confidential Information is in the public domain otherwise than by breach of this Agreement by any Party;
(d) the Confidential Information has been disclosed to such Party by a person who is not in breach of any undertaking or duty as to confidentiality whether express or implied;
(e) the disclosure or use is required for the purpose of legal proceedings arising out of or in connection with the Agreement;
(f) the disclosure is made to a professional adviser of the disclosing Party, in which case the disclosing Party is responsible for ensuring that the professional adviser complies with the terms of Section 10 as if it were a party to this Agreement;
(g) the disclosure by means of references to the Customer as a user of the E-Service in the Contractor’s informational, promotional, or advertising materials;
(h) the disclosure to or use by the Contractor’s Affiliates (which includes without limitation the information and data provided by the Customer to the Contractor via or collected by the Contractor by means of the E-Service, such as the data on the Vehicles’ location (GPS tracking data));
(i) the disclosure by the Contractor is required to react to or otherwise deal with any person’s accusations, claims, publications, requests, and (or) statements including without limitation those related to the Parties and their relations;
(j) the disclosure by the Contractor is required to ensure the operation of the E-Service in full compliance with the Contractor’s standards, rules, and internal regulations, including without limitation the communication and (or) performance of the Requests; or
(k) the disclosure by the Contractor is required to provide support to Users or Drivers, reply to Users’ or Drivers’ requests and questions, ensure the quality of the E-Service, and (or) ensure an efficient communication with Users or Drivers.
10.2.3. Before a Party makes a disclosure in the circumstances contemplated by Clauses 10.2.2(a),10.2.2(b), or 10.2.2(e) it shall, to the extent it is permitted to do so by Law or the Country Law and to the extent it is reasonably practicable to do so, notify the other Party of such disclosure and consult with the other Party and take into account the other Party’s requirements as to the timing, content, and manner of making the disclosure (except for disclosure for legal or regulatory reasons where the disclosure is made to a regulatory body only in the ordinary course of its supervisory function).
10.2.4. If a Party has, whether intentionally, unintentionally, or otherwise, disclosed the Confidential Information in the circumstances when it has not been permitted to do it pursuant to this Agreement, that Party shall pay to the other Party actual damages sustained by that other Party for each instance of such non-permitted disclosure within ten (10) calendar days upon the receipt of a Written Notice from the other Party.
10.3. The obligations of the Parties under this Section 10 shall be in full force and effect during the term of this Agreement and continue for a period of three (3) years from the date of termination of the Agreement.
11. LIABILITY OF THE PARTIES
11.1. Unless expressly provided for to the contrary in herein, the Contractor shall not be held liable to the Customer, its Affiliates, and (or) its clients (customers, partners, users, and other persons) for any indirect and (or) consequential loss or damage (whether for loss of profit, loss of business, loss of information, loss of production and (or) business, or otherwise), costs, expenses, or other claims for consequential compensation whatsoever (howsoever caused), regardless of whether or not that the Contractor could have foreseen the possibility of such loss or damage in a particular set of circumstances, and regardless weather or not the Contractor acted with intent, gross negligence, negligence, or innocently, which [loss, damage etc] arise out of, or in connection with, the Agreement.
11.2. If the Customer fails to comply with any terms and conditions of this Agreement and (or) the Country Law, the Contractor may without incurring any liability to the Customer and (or) any person:
11.2.1. immediately, without notice, suspend or terminate the Customer’s access to the E-Service until the Customer has fully remedied any incompliance to the satisfaction of the Contractor; and (or)
11.2.2. terminate the Agreement upon a Written Notice by the Contractor with an immediate effect upon postage.
11.3. The Customer agrees and acknowledges that the Contractor shall not be liable or otherwise responsible for any damage, losses, and expenses, which, directly or indirectly, resulted from, related to, or connected with (without limitation):
11.3.1. the use of and (or) inability to use the E-Service by the Customer, Drivers, Users, and (or) any person for whatever reason or cause;
11.3.2. the Transfer Services rendered by the Customer and (or) its Drivers to Users; and (or)
11.3.3. the Customer’s intentional, negligent, or innocent non-performance or improper performance of any of its duties under this Agreement, the Law, and (or) the Country Law.
11.4. Notwithstanding anything to the contrary herein (including without limitation Clause 11.1), the Customer shall indemnify and hold harmless the Contractor, its Affiliates, employees, directors, officers, and agents for any liability, damage, losses, and expenses, which, directly or indirectly, resulted from, related to, or connected with (without limitation):
11.4.1. the use of and (or) inability to use the E-Service by the Customer, Drivers, Users, and (or) any person for whatever reason or cause;
11.4.2. the Transfer services rendered by the Customer and (or) its Drivers to Users; and (or)
11.4.3. the Customer’s intentional, negligent, or innocent non-performance or improper performance of any of its duties under this Agreement, the Law, and (or) the Country Law. The Customer shall, among other things, at its own expense use all efforts to settle amicably any claims, complaints, and (or) actions that have been threatened to be submitted or have been submitted against the Contractor; however, this does not preclude the Contractor from settling of and (or) defending itself from any such claims, complaints, and (or) actions.
11.5. The Customer shall, within ten (10) calendar days from the receipt of a Written Notice from the Contractor, reimburse to the Contractor any amounts of liability, damage, loss, and expenses, as listed in such Written Notice, that have been sustained by the Contractor in the circumstances described in Clause 11.4. The Customer expressly waives any right to (i) challenge, legally or otherwise, the content of the Written Notice and (ii) request any proof or evidence of the existence or the extent of liability, damage, loss, and expenses sustained by the Contractor and any other facts mentioned in the Written Notice. If the Customer has, whether intentionally, unintentionally, or otherwise, not complied with the provisions of this Clause 11.5 in any respects, then the Customer shall pay to the Contractor the liquidated damages amounting to one hundred thousand (100,000) units of the Currency for each instance of such non-compliance within ten (10) calendar days upon the receipt of a Written Notice from the Contractor.
11.6. Without prejudice to the provisions of Clause 11.1, in all circumstances the cumulative liability of the Contractor in a relevant calendar quarter for all instances of breaches or liability to the Customer shall at all times be limited to the total amount of the E-Service Fee actually received by the Contractor in a preceding calendar quarter.
11.7. It is agreed and acknowledge by the Parties that any instance of intentional, negligent, or innocent non-performance or improper performance of any of its duties under this Agreement by the Customer causes to the Contractor a damage amounting to at least of one thousand (1000) units of the Currency.
11.8. The Parties shall be relieved of liabilities for full or partial non-performance or improper performance of their obligations under the Agreement if such non-performance or improper performance occurs after the Effective Date as a result of any flood, fire, earthquake and other acts of God, war, military hostilities, blockage, prohibitive actions of authorities and acts of the Governmental Authority, strikes, destruction of communications and electric power supply, explosions which occur during the term of the Agreement and could not be foreseen or prevented by the Parties (each, an ‘Event of Force Majeure’).
11.9. The Party affected by an Event of Force Majeure shall notify the other Party about such Event of Force Majeure by an Electronic Notice within five (5) business days from the moment of the its occurrence. If possible, the notice shall specify the nature of the Event of Force Majeure and shall contain a correspondent reference to an official document issued by a competent authority confirming the existence of such Event of Force Majeure and, if applicable, give evaluation of its effects on the Party’s ability to perform its obligations under this Agreement. Such documents shall be sent by the correspondent Party within reasonable time periods specified for such documents.
11.10. If the Party affected by an Event of Force Majeure fails to send the notice as specified in Clause 11.9, the Party shall have no right to refer to such Event of Force Majeure as an excuse for failure to perform its obligations and, upon a Written Notice of the other Party, shall reimburse to such Party any damage incurred due to the effect of the Event of Force Majeure.
11.11. Upon occurrence of an Event of Force Majeure, the term for obligation performance under the Agreement by the affected Party shall be prolonged for the subsequent and equal period of time during which the Event of Force Majeure and consequences thereof continue as well as the reasonable terms required to redress such consequences.
11.12. The affected Party shall, within five (5) business days), notify the other Party about the discontinuance of an Event of Force Majeure by an Electronic Notice. Such Electronic Notice shall specify the period of time within which the Party expects to perform its obligations under the Agreement delayed due to such Event of Force Majeure. If the affected Party fails to send such notice in due time, such Party shall have no right to refer to the Event of Force Majeure as an excuse for non-performance or improper performance of its obligations and, upon a written request of the other Party, shall reimburse the other Party the losses incurred by the other Party in connection with the absence of timely notification and of the Event of Force Majeure effect.
11.13. Should an Event of Force Majeure continue for more than thirty (30) calendar days, the Parties shall negotiate in good faith the future of the Agreement. If the Parties fail to reach an agreement (including by failure to commence negotiations) within thirty (30) calendar days from an Electronic Notice by one Party suggesting to commence negotiations, either Party may unilaterally terminate the Agreement by giving the other Party a Written Notice with the immediate effect upon its receipt by the other Party.
12. VALIDITY AND TERMINATION OF THE AGREEMENT
12.1. This Agreement shall be effective from the Effective Date.
12.2. The initial term of the Agreement shall be one (1) calendar year as of the Effective Date.
12.3. Unless a Party notifies the other Party by a Written Notice that it objects any extension of the term of the Agreement at least thirty (30) calendar prior to the expiration of the relevant term, the relevant term of the Agreement shall be automatically extended for a period of one (1) year. The term of the Agreement is extended annually on a recurrent basis and requires no execution of any supplement to the Agreement by the Parties.
12.4. The Agreement may be terminated in the following circumstances:
12.4.1. upon a mutual written agreement duly executed by the Parties;
12.4.2. upon a Written Notice by a Party to the other Party delivered at least thirty (30) calendar days prior to the date of termination;
12.4.3. in the circumstances specified in Clause 5.4;
12.4.4. in the circumstances specified in Clause 11.2;
12.4.5. in the circumstances specified in Clause 11.13;
12.4.6. as provided for by this Agreement and (or) the Law.
12.5. Notwithstanding anything to the contrary herein (including without limitation Clause 12.4), the following provisions of the Agreement shall survive its termination:
12.5.1. Section 1 (‘Definitions and Interpretation’),
12.5.2. Section 9 (‘Guarantees and Warranties’),
12.5.3. Section 10 (‘Announcements and Confidentiality’),
12.5.4. Section 11 (‘Liability of the Parties’),
12.5.5. Clause 12.5,
12.5.6. Clause 12.6,
12.5.7. Clause 12.7,
12.5.8. Section 13 (‘Miscellaneous’), and
12.5.9. Section 14 (‘Addresses and Details of the Parties’).
12.6. The provisions of the Agreement listed in Clause 12.5 may be terminated only upon a mutual written agreement duly executed by the Parties.
12.7. The termination of the Agreement for any reason shall not relieve the Parties from the liability for violations of the Agreement which have occurred before the termination.
13. MISCELLANEOUS
13.1. Governing law. This Agreement and any non-contractual obligations arising out of or in connection with the Agreement shall be governed by and construed in accordance with the laws of England and Wales without regard to the conflict of law provisions.
13.2. Dispute Resolution
13.2.1. Any dispute, claim, or controversy arising out of or in connection with this Agreement, including but not limited to issues concerning its existence, termination, validity, interpretation, performance, breach, consequences of nullity, or any non-contractual obligations arising from or in connection with this Agreement ("Dispute"), shall be referred to and finally resolved by arbitration under the Arbitration Rules of the Dubai International Arbitration Centre, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat of arbitration shall be Dubai, United Arab Emirates. The language to be used in the arbitration shall be English.
13.2.2. Prior to initiating any legal proceedings in accordance with clause 13.2.1 above, the Parties agree to undertake mandatory pre-trial amicable negotiations in an earnest effort to resolve the Dispute, during which neither Party shall initiate legal proceedings in relation to the Dispute. The Parties shall use their best efforts to engage in good faith negotiations with the intention of resolving the Dispute amicably.
13.2.3. If the Dispute remains unresolved within 14 (fourteen) calendar days following the occurrence of the Dispute, either party may proceed to initiate legal proceedings as outlined in clause 13.2.1 above.
13.3. Set off and deductions. Unless otherwise expressly provided for in this Agreement, every payment payable by the Customer under this Agreement shall be made in full without any set off or counterclaim howsoever arising and shall be free and clear of, and without deduction of, or withholding for or on account of, any amount which is due and payable to the Contractor under this Agreement. The Contractor may set off or deduct any amount from any payment that is due and payable to or by the Customer pursuant to this Agreement without any notice to or agreement or permission of the Customer and without signing any document.
13.4. Variation. The Contractor may make any changes to the Agreement (including without limitation the Country Terms) which changes shall be binding upon the Parties immediately after they become available for viewing at https://yango.com/legal/saas_global, and (or) the Customer Account (unless otherwise is prescribed by law). The term ‘change’ includes any change, amendment, supplement, deletion, or replacement however effected. The Customer herewith consents to and agrees with such amended Agreement in advance. If the Customer does not agree to the change, he has the right to terminate the Agreement by discontinuing the use of the E-Service and providing Written Notice of termination to the Contractor. In this case the termination of the Agreement takes effect on the effective date of the proposed amendment, unless otherwise provided in the Customer’s termination notice. The Customer’s use of the E-Service on or after the effective date of the amendment constitutes the Customer’s consent to be bound by this Agreement, as amended.
13.5. Unenforceable provisions. If any provision or part of this Agreement is void or unenforceable due to the Law or the Country Law, it shall be deemed to be deleted and the remaining provisions of this Agreement shall continue in full force and effect. If any invalid, unenforceable, or illegal provision of this Agreement would be valid, enforceable, and legal if some part of it were deleted, the provision shall apply with the minimum deletion necessary to make it valid, legal, and enforceable. The deemed deletion of any provision shall not affect the remaining provisions of the Agreement which shall continue to have full force and effect.
13.6. Assignment. Unless otherwise expressly provided for in this Agreement, neither Party may at any time assign, transfer, charge, pledge, or deal in any other manner with this Agreement or any of its rights under it, nor purport to do so, without a prior written permission of the other Party. The Contractor may at any time assign this Agreement or any of its rights under it to any Affiliate. Any purported dealing in contravention of this Clause 13.6 shall be void.
13.7. The Parties adhere to the applicable anti-corruption laws. The Parties hereby acknowledge and confirm that they have adopted a policy of zero tolerance to bribery and corruption, envisaging a total ban of any corrupt practices and on any facilitation payments. The Parties, their affiliates, employees, as well as intermediaries and representatives directly or indirectly involved in the performance of obligations of the Parties (including agents, commission agents, customs brokers and other third parties) shall not accept, pay, offer to pay and allow (authorize) the payment/acceptance of any funds or transfer of any benefits (including intangible), directly or indirectly, to/from any persons for the purpose of influencing the actions or decisions with the intention to obtain any improper advantage, including bypassing the procedure established by the laws, or pursuing other illegal purposes. This clause constitutes representations material for the Parties. The Parties rely on these representations when entering this Agreement. Either Party may unilaterally withdraw from the Agreement in case the other Party violates the obligations stipulated by this clause, by written notice and without recourse to the courts. The Contract shall be terminated upon 10 calendar days from the date of the receipt of such written notice by the Party. If a Party suspects that any provisions of the present clause have been violated or might be violated, the Party concerned undertakes to immediately notify the other Party of its suspicions in writing. The Parties agree that they will use the following addresses to report any violation/risk of violation of the present clause: To notify Contractor: hotline@ethics.online To notify another Party: address indicated in the contract details.
13.8. The Customer shall, within the term specified in the Contractor’s Electronic Notice, provide to the Contractor the original documents confirming the Customer’s place of registration and tax residency.
13.9. Previous relations with the Customer. The Parties agree and acknowledge that, notwithstanding anything to the contrary contained herein and/or in any agreement to which the Customer was or has been a party:
13.9.1. any amount which was due from a Previous Contractor to the Customer on the date of termination of the relevant E-Service Agreement entered into between the Customer and such Previous Contractor (“Previous Agreement”) and has not been paid as of the date hereof shall be paid to the Customer by such relevant Previous Contractor; and
13.9.2. any amount which was due from the Customer to any Previous Contractor on the date of termination of the relevant Previous Agreement and has not been paid by the Customer as of the date hereof shall be paid to the Contractor, subject to the terms of the relevant Previous Agreement.
Each of the Previous Contractors has agreed to be bound by the provisions of this Clause 13.9. by executing the accession letter available at https://yastatic.net/s3/doc-binary/src/legal/en/saas_global/RIBV%20UMNL_MENL_MANL_ 20230920_BV_Accession_Letter_to_New_Global_Saas_EXECUTION_VERSION_signed.pdf, and the Parties hereby confirm the accession contained in such accession letter.
In this Clause 13.9. the “Previous Contractor” shall mean each of the following: (i) Ridetech International B.V., a company duly registered under the laws of the Netherlands at Schiphol Boulevard 291, 1118 BH Schiphol, the Netherlands; (ii) Uber ML B.V., a company duly registered under the laws of the Netherlands at Schiphol Boulevard 291, 1118 BH Schiphol, the Netherlands; (iii) MLU Africa B.V., a company duly registered under the laws of the Netherlands at Schiphol Boulevard 291, 1118 BH Schiphol, the Netherlands; and (iv) MLU Europe B.V., a company duly registered under the laws of the Netherlands at Schiphol Boulevard 291, 1118 BH Schiphol, the Netherlands.
13.10. Translations. The Agreement, the Country Terms, the Data Processing Agreement, and any other documents referred to therein are made in English and may be translated into Contractor’s language. Any such translation in different language is for informational purposes only, and in case of any discrepancies between the versions, the English version shall prevail at all times and for all purposes.

14. ADDRESSES AND DETAILS OF THE PARTIES
14.1. The Contractor:
14.1.1. Registered address: 104A, First floor, Bld. 12, Dubai Internet City, Emirate of Dubai, the UAE
14.1.2. Place of business: 104A, First floor, Bld. 12, Dubai Internet City, Emirate of Dubai, the UAE
14.1.3. Postal address: 104A, First floor, Bld. 12, Dubai Internet City, Emirate of Dubai, the UAE
14.1.4. Banking details: As provided by the Contractor to the Customer via the Web Interface. Addresses and other details of the Customer have been provided by the Customer to the Contractor in course of Registration.
14.2. The Customer:
14.3. A Party shall immediately notify the other Party by a Written Notice about any changes in the information contained in this Section 14.
Date of publication: 10.04.2024 Date of entering into force: 10.04.2024
Previous version of the document: https://yandex.com/legal/saas_global/19022024 Previous version of the document: https://yandex.com/legal/saas_global/07022024 Previous version of the document: https://yandex.com/legal/saas_global/28122023 Previous version of the document: https://yandex.com/legal/saas_global/13102023 Previous version of the document: https://yandex.com/legal/saas_global/13072023