Terms of Use of Yango
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SERVICE AGREEMENT
This is an old version of the document, which expired on September 25, 2024. The current version is available at: https://yandex.com/legal/yango_termsofuse/.
This service agreement (Service Agreement) is entered into on the Effective Date (as defined below) by and between Yango (as defined below) and the Partner (as defined below). The parties hereto agree as follows:
1. INTERPRETATION
1.1. Definitions
In this Agreement:
AED means the United Arab Emirates Dirham.
Affiliate means in relation to any person, any other person directly or indirectly Controlled by, or Controlling of, or under common Control with, that person.
Agreement means this Service Agreement (as amended from time to time) together with each Service Order.
Application means Yango mobile application available for downloading in App Store and Google Play in which Yango makes available to the User information about the Partner’s car rental services and Vehicles.
Business Day means a day, other than Saturday, Sunday, public holiday or other non-working day in Dubai, United Arab Emirates on which banks in Dubai, United Arab Emirates are generally open for the transaction of normal banking business.
Confidential Information means all non-public, confidential, or proprietary information of a Party, including specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by one Party to the other Party, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as “confidential,” in connection with this Agreement, each of the Parties and their business, including the Agreement itself and the fact that it has been executed by the Parties.
Control means in relation to a company (whether directly or indirectly, through one or more companies and whether by the ownership of share capital, the possession of voting power, by contract or otherwise):
(a) beneficial ownership with respect to more than 50% of the economic interests in that company (via trust or otherwise) while a third party (whether in a capacity of a trustee or otherwise) does not satisfy any of the tests in items (a)-(e) below in respect of such company; or
(b) the ownership or control (directly or indirectly) of more than fifty per cent (50%) of the voting share capital of that company; or
(c) the ability (whether in law or fact) to direct the casting of more than fifty per cent (50%) of the votes exercisable at general meetings of that company on all, or substantially all, matters; or
(d) the right to appoint or remove (or the ability to direct the appointment or removal of) directors of that company, holding a majority of the voting rights at meetings of the board on all, or substantially all, matters; or
(e) the right to appoint or remove (or the ability to direct the appointment or removal of) the sole executive body of that company and/or majority of members of the collective executive body holding a majority of the voting rights at meetings of such collective executive body on all, or substantially all, matters; or
(f) any other right or ability, whether or not documented or evidenced by any of the abilities in (a)-(e) above, to exercise a dominant influence over that company (for example, by having the power to give, or by actually giving, directions with respect to its operating and financial policies, with which its directors are obliged to comply),
and Controlled, Controlling or under Control shall be construed accordingly.
Effective Date means the effective date of the Agreement as set forth in the Service Order.
Electronic Notice means an electronic notice sent by Yango to the Partner’s (i) telephone number (by SMS, in WhatsApp and/or Telegram) and/or (ii) e-mail, in each case as they are set forth in the Service Order.
Data Processing Agreement means the data processing agreement as set out in schedule 1 hereto and which shall be incorporated into this Agreement by way of reference and constitute an integral part of this Agreement.
Force Majeure Event means an event that occurred after the date hereof and which is evidenced by a certificate issued by the Chamber of Commerce or a regulatory act adopted by a competent regulatory authority, including any federal, state, or local agency, EU, US and/or UN institution, or similar organization in the relevant jurisdiction (Certificate of Force Majeure) determining: (i) that such event is of an external nature, (ii) it could not have been foreseen or prevented by any of the Parties, and (iii) that it renders performance of this Agreement impossible at all or for the relevant time.
Governmental Authority means 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 means all laws, regulations, directives, statutes, subordinate legislation, common law and civil codes of United Arab Emirates, 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 United Arab Emirates.
Partner means a person licensed in the Emirate of Dubai to provide car rental services which entered into the Agreement by executing the Service Order.
Personal Data means any the of following details of an individual: (i) phone number, (ii) e-mail address, (ii) travel routes and (iii) any other personal data as defined in the Data Processing Agreement and/or the Law.
Parties means Yango and the Partner collectively, and a Party mean each of the them individually.
Platform means a digital fleet management platform available for the Partner after logging in at https://drive.yango.tech (or other website notified of by Yango) allowing the Partner to offer and manage the provision of the car rental services to the User.
Reporting Period means a calendar month, provided that the first Reporting Period shall be a period of time from the Effective Date and until the last day of a relevant calendar month, and the last Reporting Period shall be a period of time from the first day of the relevant calendar month and until the expiration of the Term (as defined below).
Service means electronic informational service provided by Yango to the Partner for a fee by way of (i) granting the Partner an access to the Platform and its functions to enable the Partner to offer and manage the car rental services provided by the Partner to the User and (ii) making available the Partner’s offers for car rental services in Yango Drive.
Service Fee means a fee for the provision of the Service payable by the Partner to Yango subject to the terms and conditions hereof.
Service Order shall mean the service order (as amended from time to time) by executing which the Parties become bound by the terms and provisions of the Agreement, including the Service Order. The Service order shall be an integral part of the Service Agreement, and terms and conditions of the Service Agreement shall apply to the Service Order by way of reference.
Statistical Data shall mean statistical data generated by the Platform and available to the Partner in the Platform relating to the performance of this Agreement and car rental services offered by the Partner to the User in Yango Drive.
User means an individual using Yango Drive for the purpose of renting a Vehicle from the Partner in the Emirate of Dubai, United Arab Emirates.
VAT means value added tax chargeable in the Emirate of Dubai, United Arab Emirates.
Vehicle means an automobile/car lawfully owned or leased by the Partner, connected to the Platform and offered to the User for rent in Yango Drive.
Website means https://drive.yango.com/ or other website notified of by Yango to the Partner, in each case where Yango makes available to the User information about the Partner’s car rental services and Vehicles.
Yango means YANGO DRIVE TRADING L.L.C, a company registered under the laws of United Arab Emirates, license number 1122904, registered office at Office No. 4, Block F-17, Amna Nasser Sallom Properties, Al Marrar, Dubai, United Arab Emirates.
Yango Drive means the Website and the Application.
1.2. Construction
1.2.1. In this Agreement, unless the contrary intention appears, a reference to:
(a) any English 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 England be deemed to include that which most nearly approximates in that jurisdiction to the English legal term.
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: (i) the general context of the Agreement, (ii) established (commonly used) on the Internet or (iii) the laws of England and Wales;
(b) the Agreement shall include such reference to the Agreement, any Service Order, the Data Processing Agreement and any amendments, schedules, supplements, annexes to any of them which may be executed by the Parties from time to time, which jointly form an integral part of the Agreement.
A reference to any document (including the 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;
(c) a company includes any corporate body;
(d) a Party or any other person includes its successors in title, permitted assigns and permitted transferees;
(e) a person shall include a reference to any individual, firm, company or other body corporate, an individual’s executors or administrators, the 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;
(f) a Section, Clause, or paragraph shall be a reference to a section, clause, or paragraph of the Agreement;
(g) writing or written and similar expressions shall include any modes of reproducing words in any legible form on paper (excluding any modes of communication specified for the Electronic Notice); and
(h) time or the time of any day is to the United Arab Emirates’ time (at the location of its capital) 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.
1.2.2. In this Agreement, unless the contrary intention appears:
(a) any headings and titles in the Agreement are for convenience only and shall not affect its interpretation;
(b) words in the singular shall include the plural and vice versa, and references to one gender shall include other genders;
(c) words introduced by the word other shall not be given a restrictive meaning because they are preceded by words referring to a particular class of acts, matters or things;
(d) general words shall not be given a restrictive meaning because they are followed by words which are particular examples of the acts, matters or things covered by the general words and the word including shall be construed without limitation;
(e) 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; and
(f) if a Party may or has a right to perform an action or activity, or to 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.
2. SERVICE
2.1. Yango shall provide to the Partner and the Partner shall accept from Yango the Service at the price and upon terms and conditions set forth in this Agreement. Yango acting at its sole discretion may provide the Service, similar and/or identical services to any other person. The fleet management system provided to the Partner as part of the Service shall include the following modules: car module (list, car details), booking scheduler, drivers module (personal data, documents, rides) and dashboard.
2.2. The Partner’s rights to access and/or use the Service and/or any part thereof are always subject to the Partner’s full compliance with: (i) the terms and conditions of the Agreement, including the Partner’s obligation to pay the Service Fee and (ii) the Law.
2.3. The Partner shall use the Platform and the Service for their intended use only, upon terms and conditions of the Agreement and as required the Law.
2.4. The Partner agrees and acknowledges that Yango shall not be responsible for, does not and will not exercise and has no intention to exercise any degree of control over, the Partner and/or the Vehicles, information provided by the Partner to Yango, provision of car rental services to the Users, the operation of the Partner’s business generally, acts or omissions of the Users, and/or the operation and maintenance of any Vehicles.
2.5. The Partner agrees and acknowledges that the Platform does not represent a billing system, and any information related to payments that may be available in the Platform is provided for informational purposes only.
2.6. Yango shall grant the Partner an access to the Platform and its functions to enable the Partner to offer and manage the car rental services provided by the Partner to the User.
2.7. Yango shall make the Partner’s car rental services offers available in Yango Drive by posting information in Yango Drive about the Vehicles available for renting, provided the following conditions have been satisfied by the Partner:
2.7.1. the Vehicles has been connected to the Platform;
2.7.2. the Partner has provided (and maintain updated) via the Platform information about the Vehicle’s rent availability dates and rent price;
2.7.3. the Partner has provided (and maintain updated) via the Platform information about the Vehicle’s technical characteristics (such as brand and model, car number, color, manufacturer, type of transmission, body type, year of production, type of drive, number of seats and doors, engine capacity, number of horsepower, time of acceleration to 100 km/h, maximum speed, and other information reasonably requested by Yango);
2.7.4. the Partner provides the Vehicles for rent at the price indicated in Yango Drive.
2.8. The User intending to rent a Vehicle from the Partner (i) sends a request containing his/her Personal Data via Yango Drive and (ii) prepays the Partner’s relevant rental services by the User’s bank card via Yango Drive (provided such option is applicable and/or technically available at the time of the payment) in the amount and on the terms of such rental services set forth by the Partner (Advance Payment), in which case Yango (acting through its contractors and agents) shall act on behalf of the Partner as a limited payment collection agent to receive such prepayment amount on behalf of the Partner. Yango shall remit to the Partner any part of the Advance Payment which exceeds the Service Fee. Yango accepts the request (and may request from the User additional information and/or documents) and conveys it to the Partner for approval. The Partner shall contact the User directly and without Yango’s further participation to approve or reject the request.
2.9. Yango Drive may place notices and/or disclaimers in the Platform and/or Yango Drive to the extent required by the Law and/or as required to provide electronic service by Yango to the User through Yango Drive on the terms and conditions available at https://drive.yango.com/legal/yango_drive_terms_of_use.
3. TERM
Yango shall provide the Service from the Effective Date and until the date on which the Agreement has been terminated pursuant to the terms hereof (Term).
4. PAYMENTS
4.1. The Partner shall pay to Yango the Service Fee calculated on the basis of the Statistical Data only as follows:
С = P * M, where:
С means the Service Fee for the Reporting Period nominated in AED;
P means the parameter set forth in the Service Order.
M means the total cost of the Partner’s car rental services provided to all Users in connection with all Vehicles within the Reporting Period as determined in the Platform based on the Statistical Data, nominated in AED and excluding VAT.
4.2. The Service Fee shall include Yango’s consideration for the collection of the Advance Payment from the User.
4.3. If the User cancels the reservation before it is approved by the Partner, the Service Fee will not be charged by Yango. The Service Fee shall be still payable in case the Vehicle displayed in Yango Drive is different from the one rented.
4.4. Unless otherwise expressly provided for in the Agreement, any amount payable by the Partner hereunder shall be paid 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 Yango hereunder. Yango may set off or deduct (i) any amount due and payable by Yango to the Partner from (ii) any amount due and payable by the Partner to Yango under or in connection with this Agreement without any notice to, or agreement, or permission of the Partner and without executing any document.
4.5. Each Party shall be responsible for payment of taxes applicable to such Party according to the Law. The Service Fee excludes VAT which shall be added on top of the Service Fee (if applicable).
4.6. Within seven (7) Business Days following the end of the Reporting Period Yango shall send to the Partner a report and a pro-forma invoice on the Service provided by Yango during the Reporting Period. The Service referred to in the report shall be deemed as fully accepted by the Partner, provided the Partner has not notified Yango of any motivated objections on the report within 15 (fifteen) days following the date of the report. Upon expiration of such term, no complaints with regard to any defects in the Service, including those related to quantity (volume), cost and quality, shall be accepted.
4.7. Any accepted Service shall be paid by the Partner within 15 (fifteen) days following the date of the pro-forma invoice.
4.8. Any payment shall be made via a bank transfer to the account of Yango. The obligation of the Partner to pay for the Services shall be considered as properly performed from the moment of receipt of funds to Yango’s bank account. The Services shall be deemed paid for by the Partner on the date when the entire amount of the relative invoice is credited to Yango's bank account. The currency of payments between the Parties shall be AED.
5. LIABILITY
5.1. Unless expressly provided for to the contrary herein, Yango shall not be held liable to the Partner, its Affiliates, and/or its clients (contractors, 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 the Partner could have foreseen the possibility of such loss or damage in a particular set of circumstances, and regardless whether or not Yango acted with intent, gross negligence, negligence, or innocently, which [loss, damage etc] arise out of, or in connection with, the Agreement.
5.2. If the Partner fails to comply with any terms and conditions of the Agreement and/or Law, Yango may without incurring any liability to the Partner and/or any person:
5.2.1. immediately, without notice, suspend or terminate the Partner’s access to the Platform, or any part thereof, until the Partner has fully remedied any incompliance to the satisfaction of Yango; and/or
5.2.2. terminate the Agreement upon a written notice by Yango to the Partner with an immediate effect.
5.3. The Partner agrees and acknowledges that Yango shall not be liable or otherwise responsible for any damage, losses, and expenses, which, directly or indirectly, resulted from, related to, or connected with:
5.3.1. the use of and/or inability to use the Platform and/or Yango Drive by the Partner, the User, and/or any person for whatever reason or cause; and/or
5.3.2. the car rental services provided by the Partner to the User; and/or
5.3.3. the Partner’s intentional, negligent, or innocent non-performance or improper performance of any of its duties under the Agreement, the Law; and/or
5.3.4. the circumstances as provided for in the Agreement.
5.4. Without prejudice to any other provision of the Agreement, in all circumstances the cumulative liability of Yango in a relevant calendar month for all instances of breaches or liability to the Partner shall at all times be limited to the total amount of the Service Fee actually received by Yango from the Partner in a preceding calendar month.
5.5. Notwithstanding anything to the contrary herein, the Partner shall indemnify and hold harmless Yango, 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:
5.5.1. the use of and/or inability to use the Service, Yango Drive by the Partner and /or the User, and/or any person for whatever reason or cause; and/or
5.5.2. car rental services rendered by the Partner to the User in connection with Yango Drive; and/or
5.5.3. the Partner’s intentional, negligent, or innocent non-performance or improper performance of any of its duties under the Agreement, the Law. The Partner 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 Yango; however, this does not preclude Yango from settling of and/or defending itself from any such claims, complaints, and/or actions.
5.6. The Partner shall, within ten (10) calendar days from the receipt of a written notice from Yango, reimburse Yango with any amounts of liability, damage, loss, and expenses, as listed in such written notice, that have been sustained by Yango in the circumstances described in Clause 5.5. The Partner 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 Yango and any other facts mentioned in the written notice.
5.7. It is agreed and acknowledged by the Parties that for any instance of the Partner’s intentional, negligent, or innocent non-performance or improper performance of any of its duties under the Agreement the Partner shall be charged 1,000 (one thousand) AED as liquidated damages.
5.8. The amount of any damages due to Yango shall be paid by the Partner within ten (10) Business Days following date on which the Partner has received the relevant notification.
6. WARRANTIES
6.1. The Partner hereby guarantees and warrants that:
6.1.1. the services provided by the Partner to the User do not and shall not violate any applicable law, rule, or regulation; any contracts with a third party; or any third-party rights in any patent, trademark, copyright, trade secret, or similar right;
6.1.2. all Yango’s and its Affiliates’ data and information in the Partner's possession or accessible by the Partner are and shall remain the property of Yango and its Affiliates. Yango’s and its Affiliates’ data and information shall not be: (i) used by the Partner other than in connection with the Services; (ii) disclosed, sold, assigned, leased, or otherwise provided to a third party by the Partner;
6.1.3. the Partner shall establish and maintain safeguards against the destruction, loss, alteration, or unauthorized disclosure of Yango and its Affiliates data and information in the Partner's possession in accordance with the Partner’s security standards as notified by Yango from time to time, including use of secure passwords and login IDs;
6.1.4. all information provided by the Partner to Yango for publication on the Platform is, and will at all times remain, precise and truthful. Yango has the right to carry out any checks and audits against the Partner to make sure that the obligation is fulfilled;
6.1.5. the Partner confirms that he has received all the necessary permits and licenses to provide the car rental services to Users under the Law. Yango has the right to carry out any checks and audits against the Partner to make sure that the obligation is fulfilled;
6.1.6. at all times the quality of the services rendered by the Partner to the Users satisfies their requests, the Agreement, and the Law (including RTA standards and requirements).
6.2. The Partner warrants that the Partner and/or its legal representative has the requisite, as the case may be, corporate power and authority to enter into this Agreement and perform its obligations hereunder.
6.3. THE PARTNER ACKNOWLEDGES IN CONNECTION WITH THE SERVICE THAT: (I) YANGO DOES NOT AND SHALL NOT PROVIDE THE USER WITH ANY CAR RENTAL SERVICES, (II) THE USER WILL BE PROVIDED WITH SUCH CAR RENTAL SERVICES BY THE PARTNER, IN NO EVENT WILL SUCH PARTNER BE YANGO’S EMPLOYEE OR AFFILIATE, AND (III) YANGO IS NOT A PARTY TO ANY AGREEMENT FOR THE PROVISION OF THE CAR RENTAL SERVICES WHICH MAY BE ENTERED INTO BETWEEN THE USER AND THE PARTNER.
7. FORCE MAJEURE
7.1. Neither Party shall be liable for any non-performance or delay in performance hereunder caused by the Event of Force Majeure, provided that such Event of Force Majeure directly affects the performance of either party under this Agreement.
7.2. The Event of Force Majeure shall include acts of God; flood; drought; earthquake or other natural disaster; terrorist attack; civil war; riots; war; epidemics or pandemics including detrimental and not reasonably foreseeable consequences of such epidemics or pandemics; threat of or preparation for war; armed conflict; embargo, or breaking off of diplomatic relations; labour disruption; civil commotion; breakdown of machinery equipment or terminal facilities; interaction of transportation or distribution facilities, regulations or any other regulatory acts, issued, requested, or adopted by any governmental authority, including any federal, state, or local agency, including US and/or EU institution, or similar organization in the relevant jurisdiction, including regulations aimed at or imposing any trade restricting measures or remedies, or any other cause whatsoever, whether or not of the same class or kind as set forth above.
7.3. The Party claiming the Event of Force Majeure shall (i) immediately notify the other Party in writing of the beginning and cessation of the Event of Force Majeure circumstances, but in any case, no later than within five (5) business days after such Party has become aware of the Event of Force Majeure and (ii) send to the other Party the Certificate of Force Majeure in the form reasonably acceptable to such other Party.
7.4. Failure to notify the other party of the Event of Force Majeure, as stated above, deprives the Party under the Event of Force Majeure of the right to refer to the relevant circumstances in the future as to a sound cause which may release it from responsibility for partial or complete non-fulfilment of its obligations hereunder. In this case such Party shall compensate to the other Party for expenses and damages caused by failure of proper notification. In case there is an Event of Force Majeure, the time for fulfilment of contractual obligations for the Party experiencing the Event of Force Majeure shall be extended for a period equal to that during which such circumstances and their consequences remain in force. If these circumstances continue to be in force for more than one (1) month, either Party may renounce any further fulfilment of the obligations hereunder. In such a case neither Party will be entitled to make a demand upon the other Party for compensation for any related damage.
8. TERM AND TERMINATION
8.1. The Agreement shall commence on the Effective Date and shall remain in full force and effect, unless terminated early as provided below and/or in the Service Order.
8.2. Any termination of this Agreement shall not prejudice Yango’s claim for the payment of the Costs of the Services for last Reporting Period.
8.3. Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
8.4. The Agreement may be terminated in the following circumstances:
8.4.1. upon a mutual written agreement duly executed by the Parties;
8.4.2. upon a written notice by a Party to the other Party delivered at least thirty (30) calendar days prior to the date of termination;
8.4.3. immediately in the circumstances specified in Clause 5.2; and
8.4.4. as provided for by the Agreement.
9. ANNOUNCEMENTS AND CONFIDENTIALITY
9.1. Save as provided in Clause 9.2, 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.
9.2. Subject to Clause 9.3 hereof, Clause 9.1 of the Agreement does not apply to a disclosure or use of the Confidential Information in the following circumstances:
9.2.1. the disclosure or use is required by the applicable laws or required or requested by a competent Governmental Authority;
9.2.2. the disclosure or use is required by a rule of a stock exchange or listing authority on which the shares or other securities of the Party or its Affiliate are listed or traded;
9.2.3. to the extent that the relevant Confidential Information is in the public domain otherwise than by breach of the Agreement by any Party;
9.2.4. 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;
9.2.5. the disclosure or use is required for the purpose of legal proceedings arising out of or in connection with the Agreement;
9.2.6. 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 this article 8 as if it were a party to the Agreement;
9.2.7. the disclosure by Yango 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;
9.3. If the Partner is required to make a disclosure in the circumstances contemplated by paragraph 9.2.1 and paragraph 9.2.2, it shall, before making such disclosure, to the extent it is permitted to do so by the applicable law and to the extent it is reasonably practicable to do so, notify Yango of such disclosure and consult with Yango and take into account Yango’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).
9.4. 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 the 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 fifteen (15) Business days upon the receipt of a written notice from the other Party.
9.5. The obligations of the Parties under this Section 9 shall be in full force and effect during the term of the Agreement and continue for a period of three (3) years from the date of termination of the Agreement.
9.6. For the avoidance of doubt, no Party may issue a media release, or an announcement or public statement regarding the existence or the subject matter of the Agreement, the details of relations of the Parties, except: (i) with the consent of the other Party; or (ii) as required by applicable law or an applicable stock exchange.
In all such instances, the Party wishing to issue media release or make an announcement or public statement will consult the other Party and seek consent on wording and the timing of such media release or make an announcement or public statement.
10. PERSONAL DATA
The Parties shall process personal data in accordance with the Agreement, Data Processing Agreement and the Law. All rights and obligations of the Parties relating to the Personal Data are set forth in the Data Processing Agreement and the Law. The Parties undertake to comply with the provisions of the Data Processing Agreement at all times.
11. ANTI-BRIBERY
11.1. Yango and each company of Yandex Group are committed to the highest standards of business ethics in all activities. Yango and Yandex Group companies expect their contractors to abide by the principles of business conduct set out in the Yandex Group Supplier Code of Conduct. A copy of the Yandex Group Supplier Code of Conduct is available in the corporate section of the Yandex portal at: https://company-docs.s3.yandex.net/procurement/docs/Supplier_Code_ENG_2021.pdf
11.2. The Parties adhere to the applicable anticorruption laws.
11.3. 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.
11.4. 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.
11.5. This Section 11 constitutes representations material for the Parties. The Parties rely on these representations when entering this Agreement.
11.6. Either Party may unilaterally withdraw from the Agreement in case the other Party violates the obligations stipulated by this Section 11, by written notice and without recourse to the courts. The Agreement shall be terminated upon ten (10) calendar days from the date of the receipt of such written notice by the Party.
11.7. 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.
11.8. The Parties agree that they will use the following addresses to report any violation/risk of violation of this Section 11:
11.8.1. to notify Yandex: (i) for anonymous reporting: https://yandex.hotline.b1.ru and (ii) for non-anonymous reporting: stop_corruption@yandex-team.ru; and
11.8.2. to notify another Party: electronic address indicated in the Service Order.
12. NOTICES
12.1. Any notice or other communication given to a Party under or in connection with this Agreement shall be by e-mail (if to Yango) and by the Electronic Notice (if to the Partner), unless expressed to be in writing, in which case it shall be in writing, addressed to that Party at its address referred to in this clause below or such other address as that party may have specified to the other Party in writing in accordance with this clause, and shall be delivered by e-mail (if to Yango) and by the Electronic Notice (if to the Partner).
12.2. For Yango:
YANGO DRIVE TRADING L.L.C.
License number 1122904.
Address: Office No.4, Block F-17, Amna Nasser Sallom Properties, Al Marrar, Dubai, United Arab Emirates.
E-mail: legal@yango.com.
Bank account: details to be provided in the invoice for the relevant Reporting period.
12.3. For the Partner: company name, license number, e-mail, phone number, registered address and bank account details of the Partner to be provided in the Service Order.
13. MISCELLANEOUS
13.1. Governing Law
The 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 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 subject to the exclusive jurisdiction of the Courts of the Dubai International Financial Centre.
13.2.2. Prior to initiating any legal proceedings in accordance with paragraph 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 paragraph 13.2.1 above.
13.3. Entire Agreement
This Agreement, including and together with any related exhibits, schedules, attachments and appendices, the Data Processing Agreement and any other documents referred to therein jointly the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.
13.4. Amendments
No amendment to, or modification of, or rescission, termination, or discharge of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party, unless otherwise specified herein.
13.5. Waiver
No waiver by any party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
13.6. Severability
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
13.7. Assignment
The Partner shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of Yango. Any purported assignment or delegation in violation of this Clause 13.7 shall be null and void. No assignment or delegation shall relieve the Partner of any of its obligations hereunder. Yango may at any time assign, transfer or subcontract any or all of its rights or obligations under this Agreement without the Partner’s prior written consent.
13.8. Successors and Assigns
This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.
13.9. No Third-Party Beneficiaries
Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
13.10. Relationship of the Parties
The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, franchise, business opportunity, joint venture, or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. No relationship of exclusivity shall be construed from this Agreement.
13.11. Intellectual Property Rights
Nothing in this Agreement shall be deemed as a license and/or authorization to use any of the Yango’s / its Affiliate’s intellectual property.
13.12. Translation
The Agreement, the Data Processing Agreement and any other documents referred to therein are made in English and may be translated into Arabic. Any such translation in the Arabic is for informational purposes only, and in case of any discrepancies between the English version and the Arabic version, the English version shall prevail at all times and for all purposes.
13.13. Counterparts
This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.
Date of publication: 14.06.2024
Previous version: https://yandex.com/legal/yango_termsofuse/21052024/
Previous version: https://yandex.com/legal/yango_termsofuse/23112023/
Previous version: https://yandex.com/legal/yango_termsofuse/08092023/
SCHEDULE 1
DATA PROCESSING AGREEMENT
1. PREAMBLE
1.1. This data processing agreement (Data Processing Agreement) is an integral part of the service agreement (Agreement) between Yango and the Partner on the Effective Date. This Data Processing Agreement shall prevail in case it contradicts the Agreement.
1.2. This Data Processing Agreement shall be effective from the Effective Date and it reflects the Parties’ agreement on the processing of the Personal Data in connection with the Data Protection Legislation.
2. DEFINITIONS AND INTERPRETATION
2.1. In this Data Processing Agreement:
Data Protection Legislation means, as applicable: (a) the GDPR; and/or (b) the UAE Federal Decree-Law 45/2021; and/or (c) any other applicable law, statute regulation, directive or legislative act of another form, applicable to the processing of the Personal Data.
GDPR means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX:02016R0679-20160504).
Other capitalized terms when used herein shall have the same meanings as in the Agreement.
2.2. The terms “controller” or “data controller”, “data subject”, “personal data”, “processing” and “processor” or “data processor” as used in this Data Processing Agreement have the meanings given in the Data Protection Legislation.
2.3. Any reference to a legal framework, statute or other legislative enactment is a reference to it as amended or re-enacted from time to time.
3. APPLICATION OF THIS DATA PROCESSING AGREEMENT
This Data Processing Agreement will only apply to the extent that the Data Protection Legislation applies to the processing of the Personal Data.
4. PROCESSING OF PERSONAL DATA
4.1. For the purposes of providing the Service and fulfilling the obligations under the Agreement, Yango processes the Personal Data of the Users:
4.1.1. full name or pseudonym, phone number, e-mail, WhatsApp account, Telegram account;
4.1.2. (nationality, residency, age, driving experience, preferred payment method;
4.1.3. (driving license details: first name and last name, date and place of birth, expiry date, official body that has issued the license, license number, place where the license has been issued, car category or categories to which the license extend, scanned copy of driving license;
4.1.4. passport or ID details, including name, date and place of birth, place and date of issuance, expiry date, visa details;
4.1.5. scanned copies of the documents containing the data listed in clause 4.1.3 and 4.1.4 above; and
4.1.6. payment details, including bank account number, debit or credit card number, amount payable.
4.2. Each Party acts as independent controller in connection with processing of the Personal Data of the Users referred to in clause 4.1.1 above.
4.3. Yango collects and processes the Personal Data referred to in clauses 4.1.2 - 4.1.6 above on behalf of the Partner as data processor of the Partner. The Partner acts as data controller in connection with processing of the Personal Data of the Users referred to in clauses 4.1.2 - 4.1.6 above.
4.4. Where acting as data controller each of the Parties shall:
4.4.1. ensure legal basis of processing of the Personal Data;
4.4.2. individually determine the purposes and means of its processing of the Personal Data for fulfilling the obligations according to the Agreement;
4.4.3. comply with the obligations applicable to it under the Data Protection Legislation with respect to the processing of the Personal Data;
4.4.4. may cross-border transfer the Personal Data if it complies with the provisions of the Data Protection Legislation; and
4.4.5. may engage processor or sub-processor of the Personal Data according to the Data Protection Legislation.
5. REPRESENTATIONS AND WARRANTIES
The Partner represents and warrants that:
5.1. the Partner collects, obtains and processes Personal Data, provided by the Partner to Yango under this Data Protection Agreement, lawfully, without violating any third parties’ rights, contractual obligations or the Data Protection Legislation.
5.2. Partner has obtained the consent, as required under the Data Protection Legislation, of all data subjects to collect, process and share such Personal Data and transfer such Personal Data to Yango.
5.3. Where applicable, prior to the relevant Personal Data being shared with the Partner, a data subject has withdrawn any such consent, then their Personal Data has not been included in the Personal Data set transferred to Yango.
5.4. Partner shall promptly notify Yango if it becomes aware that any such consent is withdrawn.
5.5. Where applicable, the Partner ensured other legal basis to collect, process and share the Personal Data and transfer such Personal Data to Yango as provided by applicable Data Protection Law.
5.6. The Partner has implemented and will maintain a privacy policy compatible with the requirements of Data Protection Legislation, governing processing of such Personal Data;
5.7. Where applicable, the Partner has obtained all mandatory licenses, authorizations and approvals provided by applicable law, including legislation of the United Arab Emirates;
5.8. processing of the Personal Data by the Partner will not violate the data subject’s rights and rights of the other third parties, including without limitation privacy, data protection, good-will, good name, publicity, confidentiality and intellectual property rights.
6. DATA SUBJECT RIGHTS
6.1. The data processor shall promptly notify the data controller of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorized to do so by the data controller.
6.2. Where Parties act as independent controllers, each party shall notify the other party of any request it has received from a data subject provided that such request refers to the Personal Data processing by another Party.
6.3. The data processor shall assist the data controller in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under the Data Protection Legislation. In fulfilling its obligations under this section, the data processor shall comply with the instructions from the data controller.
6.4. Redress. In case of a dispute between a data subject and one of the Parties as regards the compliance with this Data Procession Agreement, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.
6.5. Where the data subject invokes a third-party beneficiary right, the data processor shall accept the decision of the data subject to: lodge a complaint with the supervisory authority of his/her habitual residence or place of work; refer the dispute to the competent courts.
6.6. The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in the Data Protection Legislation. The data processor shall abide by a decision that is binding under the applicable Data Protection Legislation. The data processor agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.
7. DATA SECURITY
7.1. Taking into account the state of the art, the costs of implementing technical and organizational measures that align with the nature, scope, context and purposes of the processing of the Personal Data, data controller shall implement appropriate technical and organizational measures to protect Personal Data against accidental or unlawful loss, destruction, damage, theft, alternation or disclosure and to ensure a level of security appropriate to the risk. Such measures may include, but are not limited to limitation of access, access control mechanisms, data encryption, data pseudonymization, malware protection, possessing the ability to restore the availability of and access to the controller the Personal Data in a timely manner after a security incident and other relevant measures.
7.2. The data processor shall regularly test and monitor the effectiveness of its safeguards, controls, systems and procedures.
8. SECURITY INCIDENTS
8.1. The data processor shall inform the data controller within 24 hours after becoming aware of any security incident that affects the Personal Data, including accidental or unlawful destruction, loss, alteration, theft, unauthorized disclosure of, processing, acquisition or access to the Personal Data.
8.2. The data processor shall immediately take remediation and containment measures to prevent or limit unauthorized access, alteration, loss of confidentiality and processing of the Personal Data without any prejudice to the controller's right to damages or other compensation or remedies.
9. COOPERATION
9.1. Assistance in Compliance. The Parties shall cooperate with each other provide all necessary assistance to each other in connection with:
9.1.1. the Data Protection Legislation; and
9.1.2. requests to exercise data subjects’ rights, complaints and inquiries.
9.2. Notices. Unless prohibited under applicable laws, the Partner will notify Yango of:
9.2.1. any violation by Partner, or anyone on Partner’s behalf of any provision under this Data Processing Agreement;
9.2.2. any official competent supervisory proceedings regarding the processing of the Personal Data;
9.2.3. any legal or factual circumstances preventing Partner from performing any of its representations, warranties or obligations under the terms of this Data Processing Agreement; and
9.2.4. any material changes impacting the technical and organizational security measures implemented by the Partner which cause such measures to fall short of Partner’s data security obligations under the Data Protection Legislation.
9.3. Inquiries, requests and complaints. Yango will provide all reasonable and timely assistance to the Partner, to enable Partner to respond to: (i) supervising authorities’ or data subjects’ requests under the Data Protection Legislation; and (ii) any other correspondence, inquiry or complaint received from data subjects (or on data subjects’ behalf), supervising authority and other regulators, or competent authorities in connection with the processing of the Personal Data provided under this Data Processing Agreement.
If any of such communication is made directly to Yango acting as data processor, Yango will promptly inform the Partner about such communication, provide the Partner with all related details and will not respond to the communication unless specifically required by Data Protection Legislation.
If any of such communication is made directly to any of the Parties acting as data controllers, each Party shall promptly inform another Party about such communication, provide the Party with all related details.
10. LIABILITY
10.1. The Partner guarantees the prompt and satisfactory performance of its obligations and responsibilities under this Data Processing Agreement by Partner and Partner agrees that it will be responsible for all costs associated with its compliance with such obligations. The Partner is responsible and liable for its acts and omissions under this Data Processing Agreement.
10.2. Partner will defend, indemnify and hold Yango, its Affiliates, their officers, directors, employees, contractors and agents harmless from and against any and all third-party claims, demands, losses, damages or expenses, including reasonable attorneys’ fees and court costs, arising out of or in connection with any failure by Partner to comply with the requirements under this Data Processing Agreement.
11. OTHER AGREEMENTS
This Data Processing Agreement will not affect any other separate data processing agreements between Yango and Partner in respect of any data processing arising out of the agreements other than the Agreement.
12. AMENDMENTS
Parties may amend the Data Processing Agreement in case: (a) amendments are required to comply with the applicable law, applicable regulation, a court order or guidance issued by a regulator or agency; or (b) amendments are followed by the factual Personal Data processing activities of the Parties according to the Agreement.
13. DISCLOSURE
The Partner acknowledges that Yango may disclose this Data Processing Agreement and any relevant privacy provisions in the Agreement to any supervisory authority, regulator or other competent authority, to the extent required under the applicable law.