General Terms and Conditions

General Terms and Conditions enter into force from the date of signup for an account on https://taxicloud.app, unless another effective date is agreed upon by the Parties in the Client Agreement.

In case of discrepancies and differences in the General Terms and Conditions and the Client Agreement, the Client Agreement prevails.

Parties

Provider: Taxicloud Apps LLC, a company incorporated and acting in accordance with the laws of the Republic of Estonia, registered address is 10145, Estonia, Tallinn, Tornimäe 7-36, registration number 14521027.

Customer: any company or individual who signs up for an account on Taxicloud platform at https://taxicloud.app or that executes and signs the Client Agreement with the Provider.

Provider and Customer are jointly referred to as the “Parties” and each separately as the “Party”.

Subject Matter

1.1. The Provider is the owner of Taxicloud software – a set of web products and mobile apps: My hub, Web app, Operator app, mobile booking apps for iOS and Android platforms, mobile driver apps for iOS and Android platforms (Service).

1.2. The Provider agrees to develop and release mobile booking apps for iOS and Android platforms, mobile driver apps for iOS and Android platforms under Customer’s brand and upload them on Customer’s App Store and Google Play developer accounts (Initial Works) for the remuneration to be paid by the Customer. Scope and specific types of the Initial Works are determined by the Provider independently.

1.3. The Provider agrees to issue a non-exclusive, non-sublicensable, non-assignable, and worldwide temporary license (License), and the Customer accepts the License to use the Service according to this Agreement within the License Period for remuneration.

1.4. The access to the Service is done remotely via Internet connection and web interface for web products, App Store, and Google Play for branded mobile apps.

1.5. The Customer is entitled to use the License and the Services in commercial or non-profit activities.

Territory and License Period

2.1. Territory of License application is all the countries in the world unless otherwise specified in the Client Agreement.

2.2. The License period shall be a period within the Agreement term (License Period).

Duties of the Parties

3.1. The Provider agrees to:

• 3.1.1. Provide the following Initial Works to the Customer: develop and release branded booking and driver apps for iOS and Android mobile platforms with the Customer’s logo, icon, name, and description and upload them on the Customer’s App Store and Google Play accounts. The Provider shall provide Initial Works and issue the License within 10 (ten) working days after the Agreement is signed, pre-payment received in full, all required details, and App Store and Google Play access are provided by the Customer.
• 3.1.2. Provide access to the Service via public signup on https://taxicloud.app or via a private link sent to the Customer’s email address upon request.
• 3.1.3. Provide a possibility to the Customer to provide the Service in multiple locations by registering a separate company account.

3.2. The Provider has a right to suspend the License and Customer’s access to the Service if the Customer fails to pay for the next period according to this Agreement and payment terms or breaches any provision of this Agreement.

Change Requests

4.1. The Provider can accept change requests from the Customer for customization development. The development will be billed on an hourly basis with 50% prepayment. The hourly rate is either agreed on a per-change basis or set in the Client Agreement. The hourly rates may be changed by the Provider unilaterally. The Provider keeps a right to decline any customization request if it doesn’t align with the product line or due to any other reason.

4.2. Such customization development shall be considered as additional works and does not fall into Initial Works.

4.3. The developed part by no means is developed exclusively for the Customer and becomes available as a general part of the Service to all users.

Ownership, IP Rights, and Data

5.1. The Customer does not get any ownership or IP rights of any parts of the Service, including branded apps and parts developed according to the Customer’s change requests. The original IP rights owner keeps the full ownership of the intellectual property rights on the branded apps and all additional developed parts of the Service.

5.2. The Customer retains ownership of any data that is uploaded by the Customer to the Service or generated by the Customer, Customer’s client (passenger or Customer service user), driver/subcontractor/service provider working for the Customer within the Service.

5.3. By uploading any content to the Service, the Customer confirms the original ownership of the content or availability of the proper license for that content.

5.4. The Customer grants the right to use any uploaded or generated data in raw, anonymized, or aggregated format to the Provider and any trusted third parties for internal use by employees or automated systems for the Service needs or for any business needs the Provider or trusted third party might have.

License Fee and Payment Terms

6.1. Initial Works, e.g., development and release of branded booking and driver apps, require a one-time payment stated in the Client Agreement. The Initial Works start after the prepayment amount has been received by the Provider in full.

6.2. The License is granted on a recurring basis with a duration corresponding to the recurring payment billing cycle of 30 days or a multiple of 30 days periods or a custom period that is available and clearly displayed when payment is requested.

6.3. The recurring payment is taken upfront for the next billing cycle.

6.4. The payment should be done by any of the following methods: wire transfer, credit/debit card payment, PayPal, if allowed by laws. The details of each payment method are available in billing settings of the Customer’s account in the Service. The Provider can use a third company for receipt of payments. The Customer can opt-in for “Auto top-up” option in billing settings. In that case, the recurring payment amount will be automatically charged to the Customer’s default credit or debit card on the account. The Customer can opt-out of the “Auto top-up” option at any time from billing settings.

Paperwork Procedure

7.1. The Provider may, in their own discretion, generate the deeds of acceptance of services delivered (Deeds) for Initial and additional works and, if required, for License and other fees in PDF-format and send them to the Customer's email address specified by the Customer or via the Customer account in the Service.

7.2. If the Provider sends the Deed to the Customer, the Customer shall apply this clause. Should there be no motivated objections to the Deed from the Customer within ten (10) business days after receiving the Deed, the Deed shall be deemed accepted by the Customer in full.

Agreement Termination

9.1. The Agreement takes effect upon signing up for an account on https://taxicloud.app or signature of the Client Agreement by both Parties with the further exchange of an electronic copy via email. The initial term is set to 1 (one) year. If none of the Parties informs the other Party via email at least 30 days before the Agreement term expiration date about termination of the Agreement or about changing any Agreement conditions, the Agreement term is extended for another year with the same conditions.

9.2. The Provider has the right to unilaterally terminate the Agreement in an out-of-court settlement order if the Customer doesn’t cover the outstanding balance within 30 days. Both Parties have the right to terminate the Agreement with a 30-day notice period without any penalties for any of the Parties.

9.3. The Provider also has the right to unilaterally terminate the Agreement in an out-of-court settlement order in accordance with the procedure set out in clause 3.2.2.

Liabilities of the Parties

10.1. The Customer has tried a trial version of the Service and agrees that this is the Service described in the Agreement.

10.2. The Provider is considered a technical provider of a technical solution and shall in no way be bind or responsible for the transportation or any other service provided by driver/subcontractor/service provider registered by the Customer. The Customer is the one responsible by default for the service provided by Customer’s drivers/subcontractors/service providers if Customer has not agreed on other terms with a third-party transportation company or individual entrepreneur (driver, owner, etc.) by means of a written and signed agreement.

10.3. The Provider cannot be held liable for any copyright infringement or other violations related to the content uploaded by the Customer to the Service. The Customer is solely responsible for any content uploaded by users of customer-branded booking and driver apps and other online tools that are part of the Service.

Applicable Law. Dispute Resolution

11.1. This Agreement shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation, and performance of this Agreement shall be governed by, the laws of the Republic of Estonia, without giving effect to conflict of law provision or rule.

11.2. Any dispute, controversy, or claim that may arise out of the Agreement or in connection therewith, including those associated with the change, termination, execution, invalidity, or interpretation thereof, shall be referred to the International Arbitration Court at the ECCI for consideration in accordance with the regulations thereof.

11.3. The Parties agreed to a compulsory complaint procedure. The term for responding to a complaint is 10 (ten) calendar days.

Confidentiality

12.1. The Parties undertake the obligations to keep the confidentiality of the terms of the Client Agreement, the technical documentation, source files, and the Confidential Information received from the Provider.

12.2. Only those employees from the personnel of the Customer’s enterprises who are directly involved in using the License will be provided with the transferred technical documentation, information, and source files.

12.3. Each Party agrees to keep all Confidential Information of the other Party separate from its documents in a safe and secure place. The Parties shall use all commercially reasonable efforts to protect the Confidential Information from any harm, tampering, unauthorized access, sabotage, exploitation, manipulation, modification, interference, misuse, misappropriation, copying, or disclosure.

Other Conditions

13.1. Changes or amendments to the Client Agreement can be accepted by mutual agreement of the Parties and should be signed as a separate agreement if otherwise is not prescribed.

13.2. The Provider may change the General Terms and Conditions unilaterally for any reason. The Provider publishes changes and additions or a new version of the Agreement on the Provider’s websites (in particular, at www.taxicloud.app). The Provider will notify the Customer of changes and additions via e-mail or push notifications or in the Customer’s account or by other means of communication 10 days before the changes and additions enter into force. The Customer should agree to the changes and additions before the effective date. If the Customer does not agree with the changes and additions, the Customer shall notify the Provider before the changes and additions come into force – in this case, the Agreement terminates on the date of entry into force of the changes and additions. The Customer's consent to the changes and additions is considered received if the Customer expressly agrees or does not notify the Provider of disagreement with the changes and additions within the specified period or continues to use the Service after the changes and additions come into force.

13.3. The Parties admit the legal force of documents and information transferred via electronic means of communication: e-mail, Skype, messengers, etc. The Parties agree equal legal force of both signature types: single-handed and facsimile (mechanically rendered using a cliché) on the additional agreements hereto, as well as on all other documents that are significant for the Agreement execution, conclusion, or termination.

13.4. Any notification between the Parties is inappropriate unless it is made in writing. E-mails and communication via the Customer’s account in the Service are regarded as “in writing.” The term “in writing” includes e-mail, Skype, and other messengers.

13.5. The electronic mail (message) is deemed to be received by the Party unless within 1 (one) business day the sending Party receives notice that the mail (message) has not been delivered.

13.6. The Parties undertake to inform each other in writing about changes made to their legal details, address, e-mail, phone number for sending notifications, and other documents not later than 3 (three) days from the moment of making such changes.

13.7. If the Party fails to inform another Party of the e-mail address or phone number changed, the former e-mail addresses and phone numbers are deemed to be appropriate. At the same time, sending an e-mail (message) to the former e-mail address (phone number) is deemed appropriate, and this e-mail (message) is deemed delivered.

13.8. The Agreement is published in several languages. In case of discrepancy between language versions, the English version of this agreement shall prevail.

13.9. If any provision or part of this Agreement is adjudged to be illegal or unenforceable by a court of competent jurisdiction or other competent authority, it will be enforced to the maximum extent legally permissible, and the legality and enforceability of the other provisions of this Agreement will remain in full force and effect.

Published on April 5, 2023

Effective date: April 5, 2023.