Last modified: July 25, 2024
These Terms and Conditions, together with the terms and conditions stated under the order form, the DPA, the SLA, and all schedules linked thereto ("Terms") governs the use of enterprise customers, such as yourself ("You", or "Customer"), and constitute a binding agreement between You and GT Get Taxi Systems Ltd. (“We” and/or “Our” and/or “Us” and/or “Gett”).
By accessing or using Gett Platform, You agree that You have read, understood, and accepted the Terms. If You do not agree to these Terms, do not proceed with use of Gett Platform.
1. BACKGROUND:
1.1 We operate a technology platform known as Gett Platform and through Our applicable Affiliates provide Fleets with access to this technology platform either directly or indirectly through a connected Aggregator, allowing Our customers to request Transportation Services from third party Fleets in the Locations;
1.2 The Fleets are providers of Transportation Services in the Locations;
2. YOU, AS AN ENTERPRISE CUSTOMER, REQUIRE TRANSPORTATION SERVICES FOR YOUR EMPLOYEES, THIRD PARTY CONTRACTORS, CLIENTS, AND OTHER SELECTED INDIVIDUALS, AND WISH TO APPOINT US, AND WE AGREE TO ACT AS YOUR AGENT IN CONNECTING YOU TO THIRD PARTY FLEETS VIA THE GETT PLATFORM, AND IN ACCORDANCE WITH THE TERMS OF THESE TERMS, DEFINITIONS AND INTERPRETATION. FOR TRANSPORATION SERVICES TAKING PLACE IN THE UK, GETT WILL ACT AS AN AGENT ON BEHALF OF GETT UK, AND GETT WILL REFER YOU TO GETT UK AS PRINCIPAL FOR UK SUPPLIES MADE TO YOU UNDER THE TERMS OF THIS AGREEMENT.
2.1 In these Terms, the following words shall have the following meanings:
“Affiliate” means with respect to each party, any entity which directly or indirectly Controls, is Controlled by, or is under common Control of, such party;
“Aggregator” means an independent third-party supply partner which owns, operates, and administers a technology platform which facilitates the provision of Transportation Services provided by Aggregator Fleets, and which platform is connected with the Gett Platform to enable You to access a wider network of Fleets in the Location;
“Aggregator Fleet” means a licensed provider of Transportation Services which is onboarded to the Aggregator’s technology platform and is made available for booking via the Gett Platform through the applicable Our Affiliate’s connection with the Aggregator’s technology platform;
“Booking” means a request for Transportation Services made by the Service User or by You on behalf of the Service User and which request is facilitated by the applicable Our Affiliate via the Gett Platform;
“Business Day” means any day other than a Saturday, a Sunday or a day on which financial institutions in London are authorised to close;
“Cancellation Charges” means the charges payable by You for cancellation of Rides by You or Your Service Users, such charges being determined by the Fleet;
“Charges” means the ride fare inclusive of all applicable taxes and charges payable by You for Rides as dictated by the Fleet and collected from You by Us on behalf of the Fleet;
“Commencement Date” means the date of execution of the order form;
“Confidential Information” has the meaning given in clause 13.1;
“Control” means, in relation to each entity, the ability to direct or cause the direction of its management, policies or operations (whether through voting rights, by contract or otherwise), and “Controlled” shall be construed accordingly;
“DPA” means the Data Protection Addendum as available at the following link https://www.gett.com/il/legal/roaming/dpa/ ;
“Driver” means, where applicable in the relevant jurisdiction, a licensed driver of a license taxi or a licensed driver of a private hire vehicle who is employed or subcontracted by the Fleet to perform and provide the Transportation Services;
“Extras” means the additional costs incurred which are charged You in relation to each Ride, such as (without limitation) parking charges, waiting charges, cancellation fees, congestion fees, tolls, soiling fees, luggage, tips, stopping points, holiday fees, aggregator platform fees, foreign taxes (where applicable) etc;
“Fleet” means the licensed local provider of Transportation Services in a particular jurisdiction and the term includes Onboarded Fleets and Aggregator Fleets;
“Gett UK” means GT GETTAXI (UK) LIMITED.
“Onboarded Fleet” means a licensed provider of Transportation Services directly onboarded by Our applicable Affiliate on to the Gett Platform;
“Gett Platform” means the business portal website and/or mobile portal application which provides a platform through which Our applicable Affiliate connects You to third party Fleets and is owned or licensed by Us and/or Our Affiliates;
“GDPR” means General Data Protection Regulation (EU) 2016/679;
“Intellectual Property Rights” means any and all patents, trademarks and service marks, registered and unregistered designs, design rights and copyright, moral rights, rights in data and databases and other protectable lists of information, rights in confidential information, trade secrets, inventions and know how, trade and business names, domain names, get ups, logos and trade dress (including all extensions, revivals and renewals, where relevant) in each case whether registered or unregistered and application for any of them and the goodwill attaching to any of them and any rights or forms of protection of a similar nature and having equivalent or similar effect to any of them which may subsist anywhere in the world;
“Locations” means worldwide (excluding Israel) where Transportation Services are listed as available on the Gett Platform from time to time;
“Local Regulations” means those laws and regulations applicable to the provision of Transportation Services by Fleet in a particular jurisdiction;
“Platform Fee” means the fee payable by You in relation to Our facilitation of a Booking, which shall be 15% of the value of the Charges;
“Ride” means a journey by a Service User in a licenced taxi/ or private hire vehicle (or such other ground transportation vehicle as is applicable in any particular jurisdiction) pursuant to a Booking;
“Service User” means the individual(s) which You require to be transported;
“SLA” means the Service Level Agreement, as available at the following link https://www.gett.com/il/legal/roaming/sla/ ;
“Total Charges” means Charges and any Extras and / or Cancellation Charges (if applicable) payable by You and collected by Us, and which excludes the Platform Fee;
“Transportation Services” means ground transportation services provided by Fleets to You; and
“Waiting Time Allowance” means the amount of time before You incur a waiting charge as outlined in the Fleet’s terms and conditions.
2.2 In these Terms (unless the context requires otherwise):
(a) the terms include the order form, the DPA, the SLA, and all schedules linked thereto;
(b) the words "including", "include", "for example", "in particular", “such as” and words of similar effect shall be construed so that they do not limit the general effect of the words which precede them, and so that any examples that are given are not to be exclusive or limiting examples of the matters in question;
(c) references to any party include (where applicable), its lawful successors, permitted assignees and permitted transferees;
(d) references to the singular include the plural and vice versa and references to any one gender do not exclude other genders; and
(e) if they are translated and there is any conflict, ambiguity or inconsistency between the English language version and the translated version, then the English language version shall prevail.
3. APPOINTMENT
3.1 You have appointed Us as agent to connect You via Our Gett platform to third party Fleets acting as principal. Where roaming services are provided in the UK, Gett will act as an agent to connect You to services in which Gett UK will act as Principal, as mentioned in Section 2 and Gett shall act as a payment agent for Gett UK’s supplies. As one of Your recommended technology providers You will use all reasonable endeavours to promote the Fleets as the preferred suppliers of Transportation Services to your (and your Affiliates') officers and employees.
3.2 We will use reasonable endeavours to provide the Gett Platform in order to facilitate the provision of Transportation Services to You in connection with Service Users in the Locations.
4. BASIS OF CONTRACT
4.1 Gett shall ensure that each Gett Affiliate complies with these Terms.
4.2 You shall ensure that each of Your Affiliates and Service Users complies with the terms of these Terms.
4.3 The parties acknowledge that We or any of Our Affiliates shall not provide any Rides directly and that Bookings will be accepted and/or Rides provided by the relevant Fleet based in the jurisdiction where the Ride is to be carried out.
4.4 Neither Us Gett nor any Our Affiliate guarantees availability or uninterrupted or error free use of the Gett Platform and neither Us Gett nor any Our Affiliate shall be liable for any damage, loss, claims, costs or expenses resulting from or as a consequence of scheduled or unscheduled downtime, unavailability or slowness. We will use reasonable endeavours to provide the technology platform services in accordance with the SLA.
4.5 We represent and warrant that We have all necessary rights and licenses to enter into these Terms and to perform Our obligations.
4.6 We hereby make the following representations and warranties on behalf of Our applicable Affiliate to You on and as of the Commencement Date:
(a) For each Onboarded Fleet providing Transportation Services in the Location(s), Our applicable Affiliate received, at the time of such Onboarded Fleet’s on-boarding, (a) a copy of such Onboarded Fleet's operating license for each country/region in which such Onboarded Fleet operates; and (b) a copy of such Onboarded Fleet 's insurance certificate(s) and policy (ies), and, so far as Our applicable Affiliate is aware, on the date of receipt, the Onboarded Fleet’s license and insurance satisfied the laws and regulations applicable to such Onboarded Fleet;
(b) For each Aggregator which connects its platform with Gett’s Platform, Our applicable Affiliate obtained from such Aggregator at the time of contracting with such Aggregator, representations and warranties from such Aggregator that (a) at the time of its on-boarding of Aggregator Fleets providing Transportation Services in the Location, the Aggregator satisfied itself that the Aggregator Fleet held the relevant operating license and insurance which satisfies the laws and regulations applicable to such Aggregator Fleet; and (b) the Aggregator will require that Aggregator Fleets providing Transportation Services in the Location remain in possession of the relevant operating licenses and insurance; and
(c) For each Aggregator which connects its platform with Gett’s Platform, Our applicable Affiliate obtained from such Aggregator at the time of contracting with such Aggregator, an undertaking from the Aggregator that if it becomes aware that an Aggregator Fleet providing Transportation Services in the Location has ceased to remain in possession of an operating license for each country/region in which such Aggregator Fleet operates, or to maintain insurance that satisfies the laws and regulations applicable to such Aggregator Fleet, Aggregator will promptly limit such Aggregator Fleet from receiving Bookings in connection with these Terms until such time as such Aggregator Fleet is in possession of (i) an operating license for each country/region in which such Aggregator Fleet operates and (ii) insurance coverage that satisfies the laws and regulations applicable to such Aggregator Fleet.
4.7 We, on behalf of Our applicable Affiliate, hereby make the following undertakings to You on and as of the Commencement Date:
(a) For each Onboarded Fleet providing Transportation Services in the Location, Our applicable Affiliate will use reasonable endeavours to monitor when such Onboarded Fleet’s operating license(s) and insurance policy (ies) are due to be renewed and shall require Onboarded Fleets provide up-to-date copies of such operating license(s) and insurance policy (ies); and
(b) If Our applicable Affiliate becomes aware that an Onboarded Fleet providing Transportation Services in the Location has ceased to remain in possession of an operating license for each country/region in which such Onboarded Fleet operates, or to maintain insurance that satisfies the laws and regulations applicable to such Onboarded Fleet, such Affiliate of Us will promptly limit such Onboarded Fleet from receiving Bookings in connection with these Terms until such time as such Onboarded Fleet is in possession of (i) an operating license for each country/region in which such Onboarded Fleet operates and (ii) insurance coverage that satisfies the laws and regulations applicable to such Onboarded Fleet.
5. BOOKINGS
5.1 All Bookings shall be made via the Gett Platform. You acknowledge that the technology platforms of Aggregators connect to the Gett Platform in order to allow You to make Bookings for Transportation Services provided by Aggregator Fleets.
5.2 We will provide You with user login details for You and Your Service Users (where required) in order to place Bookings. You must keep, and procure that Service Users keep, such user login details confidential at all times, and only provide such details to permitted individuals within its business. You shall maintain and procure that Service Users maintain a strong and secure password. Gett is entitled to assume that any person who correctly quotes the user/account login details has authority to make the Booking on Your account. You are the solely responsible for safeguarding the confidentiality of such login information and shall be liable for the Total Charges and Platform Fees of all Bookings made by any such person whether or not in fact authorised by it.
5.3 You acknowledge and agree that when registering for the Gett Platform, Service Users will be required to accept Our standard user terms and conditions.
5.4 All accepted Bookings are confirmed via the Gett Platform.
5.5 You acknowledge and agree that if a Service User is not waiting at the pick-up location when the Driver arrives (or in the case of an advanced Booking, at the designated time) the Driver may cancel the Ride and You shall be liable to pay the Cancellation Charges subject to any waiting time, details of which are included in the Fleet’s standard terms and conditions.
6. CHARGES
6.1 Where You or a Service User requires a Ride, an estimate of the Charges for the Ride will be displayed in the Gett Platform at the time of the Booking. This estimation will be based upon the start and end location of the Ride as specified by the Service User and will be displayed as a range, but will not include certain Extras (which may be incurred after the Ride) or any Platform Fees for the Gett Platform which are invoiced separately on a monthly basis. The Service User shall have the option to place the Booking or not to proceed based upon this estimation. Details of indicative Fleet pricing can be provided upon request.
6.2 Licensed Taxi Bookings
The Charges for licenced taxi Bookings shall be charged in accordance with the meter unless specified otherwise in the Gett Platform at the time of placing the Booking.
6.3 Cancellation
In the event of cancellation by You or a Service User, You is liable to pay a Cancellation Charge as set out in the relevant Fleet’s terms and conditions.
6.4 Soiling
Should the Service User soil, damage or put the vehicle out of service in any way, You will be liable for the cost of any repairs, cleaning and/or soiling charge at an amount dictated by the relevant Fleet up to the maximum set by the local licensing authority (if applicable) where the Ride occurred. For the avoidance of doubt, this soiling charge includes soiling of a vehicle by a Service User (for example a Service User vomiting in a vehicle). You will use all reasonable endeavours to stop Your Service Users from soiling or damaging vehicles.
6.5 Taxes
The Total Charges shall be inclusive of all applicable taxes and fees imposed by law.
The Platform Fee is exclusive of any taxes. We will collect from You any applicable taxes imposed by law, with such taxes being borne by You.
7. PAYMENT
7.1 We will invoice You as agents with the Platform Fee and Total Charges payable every month in arrears. We will be responsible for facilitating payment of the Total Charges to the Fleet and / or Aggregator as principal (as applicable). For services taking place in the UK, Gett will act as a payment agent to Gett UK, where Gett UK acts as principal. Invoices shall be submitted to Your Accounts Payable department. We reserve the right to charge interest on unpaid and undisputed accounts at the rate current loan account of Bank Hapoalim.
7.2 You acknowledge that We may use information provided by You and/or Service User in order to conduct appropriate anti-fraud checks. You further acknowledge that any information that You and/or Service User provides may be disclosed to third parties in order to complete such anti-fraud checks and to perform this Contract but such information shall not be used for any other purpose.
7.3 You acknowledge and agree that You must notify Us in writing within forty-five (45) days of receipt of the invoice if it disputes the Total Charges (whether in whole or part) and provide full particulars of such dispute. Disputes must be documented in writing via email to: clientservices@gett.com. We will review Your dispute and notify You of the outcome of the investigation. It is hereby agreed and clarified that the payment of the invoice for a certain amount in dispute should not be delayed and / or offset.
7.4 Following payment, if it is discovered that the Total Charges paid were incorrect or did not include certain Extras, We reserve the right to issue additional invoices to recover the Extras and any applicable Platform Fee.
7.5 It is agreed and acknowledged between the Parties that no payment is to be made between You or the Service Users and the Fleet or the Drivers directly.
8. TERM AND TERMINATION OF ACCOUNT
8.1 The initial term of these Terms will be for a period of one year from the Commencement Date and thereafter continue a rolling month by month basis, unless either party gives to the other not less than 30 days' notice in writing.
8.2 You shall be entitled to terminate these Terms by giving notice in writing in the event that We breach any material term or provision of these Terms and such breach is not cured by Us within thirty (30) days after receipt of written notice of such material breach.
8.3 If any amount is due and unpaid by You in accordance with clause 7, We will notify You and You shall make payment of the overdue amount within 5 Business Days. We may terminate this Contract with immediate effect by giving notice in writing if such overdue amount remains unpaid thereafter.
8.4 Upon termination of Your account for any reason, all sums payable to or chargeable by Us, or otherwise appearing on Your account, shall be invoiced and become immediately due and payable in full within 7 days of the date of the invoice.
8.5 Upon termination of these Terms for any reason, each party shall cease to make further use of the other party’s confidential information or Intellectual Property Rights and shall turn over and make available any confidential information or other property in its possession; provided that each party may retain the other party’s confidential information to the extent required for legal, regulatory, or internal compliance purposes, or which has been created pursuant to automatic electronic archiving procedures.
8.6 Upon termination of these Terms by You in accordance with these Terms, We will provide You with commercially reasonable transition assistance to ensure a smooth and orderly transition to a new vendor.
9. LIABILITY
9.1 Neither Us nor any Our Affiliate shall have any liability to You and/or a Service User in connection with this Contract except as is otherwise provided or permitted under these Terms. The parties acknowledge that We have entered into these Terms to provide technology platform services which connects third party Fleets via Our applicable Affiliate to You and/or Service Users.
9.2 Subject to clause 9.3, We and Our Affiliates' total liability to You and/or Service User at any time, whether in contract, tort (including negligence) or otherwise, shall be limited to the Platform Fees paid or payable to Us during the three month period prior to the month in which the cause of action is alleged to have arisen. Neither Us nor any of Our Affiliate shall be liable to You or Service User whether in contract, tort or otherwise for any indirect, special, consequential, incidental, punitive, exemplary or special damage, loss, claims, costs and expenses or any loss of business, revenue, profits or loss of use, whether such damage, loss, claims, costs and expenses were foreseeable or notified by You and/or Service User.
9.3 Nothing in these Terms shall limit or exclude either party's liability for death or personal injury caused by that party's negligence or any other matter which cannot be excluded by law. Additionally, the foregoing limitations and exclusions on liability shall not apply to: (a) We Us or Our Affiliates' obligations to indemnify You for third-party intellectual property infringement, (b) a breach by Us or any of Our Affiliate of its confidentiality obligations under clause 13.1, (c) any wilful misconduct by Us or Our Affiliate, or (d) Your obligations to indemnify Us or Our affiliates for improper use of the Gett Platform.
9.4 We provide technology platform services which connects You to third party Fleets via Our applicable Affiliate and neither Us nor any of Our Affiliate accepts any liability whatsoever for acts or omissions on the part of any Fleet regardless of jurisdiction. Partners and/or Drivers are responsible for all insurances required for the provision of Transportation Services in accordance with Local Regulations.
9.5 The parties acknowledge that in all jurisdictions, Fleets are responsible for ensuring that Drivers, including private hire and licenced taxi drivers are approved and regulated by the government through its licensing bodies in each relevant jurisdiction. If any Fleet fails to ensure it or its Drivers follow applicable licensing and insurance legislation, Fleet shall be liable. Neither Us nor any of Our Affiliate accepts any liability whatsoever for acts or omissions on the part of any Fleet or any Driver assigned by Fleet to a Booking, regardless of location. Fleets are responsible for ensuring they and their Drivers have all licenses and all insurances required for the provision of Transportation Services in accordance with the applicable legislation.
9.6 You shall indemnify and hold Us and Our Affiliates harmless from and against any claims, liability, damages, costs and expenses (including reasonable attorneys’ fees) arising out of any third-party claim due to You or Your Service User’s improper use of the Gett Platform.
10. LOCAL REGULATIONS AND APPLICABLE LAW
We will comply with any laws and regulations applicable to Our provision of technology platform services. We will also comply with any other applicable law or regulation governing Our services, including compliance with any laws or regulations relating to the possession and use of personal data and any laws or regulations prohibiting or restricting the payment of any bribes or other improper payments to governmental officials.
11. PRIVACY AND DATA PROTECTION
To the extent that either party processes personal data, the parties shall conduct such processing in accordance with the DPA.
12. INTELLECTUAL PROPERTY
12.1 You grant Us a non-exclusive, transferable licence to use Your name and logo for the purpose of identifying You as Our customer in Your marketing materials, subject to prior written consent of such use by You.
12.2 You acknowledge that all Intellectual Property Rights and all other rights in the Gett Platform are owned by Us and/or Our Affiliates and shall remain Us and/or Our Affiliates at all times and You do not acquire any rights in or to the Gett Platform under these Terms. You (whether directly or indirectly) shall not (or not attempt to) reverse engineer or in any other way study, copy or develop the Gett Platform. On termination of these Terms, You must ensure that all Service Users cease to use the Gett Platform.
12.3 We will indemnify and hold You and Your Affiliates harmless from and against any claims, liability, damages, costs and expenses (including reasonable attorneys’ fees) arising out of any third-party claim that any of the services or intellectual property furnished by Us hereunder infringes or violates the intellectual property rights of a third party.
13. INSURANCE
13.1 While these Terms are in effect, We agree that is shall secure and maintain professional liability insurance with minimum limits of liability in the amount of at least US$5million in aggregate.
14. GENERAL
14.1 Any and all “Confidential Information” (as defined herein) shall be treated by the receiving party as confidential. The receiving party shall not disclose, directly or indirectly, in whole or in part, to any third party, any such confidential information or use such information for its own benefit except as is solely necessary in connection with the receiving party’s performance under these Terms or where such Confidential Information is required to be disclosed pursuant to a law, regulation, regulatory authority or judicial or lawful government order, but only to the extent required by such order. As used herein, “Confidential Information” is any information marked “confidential” or identified in writing to be confidential or should be reasonably understood under the circumstances to be confidential. For the avoidance of doubt, Confidential Information of a party shall also mean any non-public information regarding that party and its Affiliates’ business, financial affairs, strategic plans, customers or products. Notwithstanding the foregoing language, Confidential Information does NOT include documents or information: (i) generally known and published through no fault of the receiving party; (ii) obtained from a third party entitled to disclose the information or already known by the receiving Party; or (iii) developed by the receiving Party without the use or reference to the Confidential Information of the disclosing party.
14.2 Any notice to be served on either party shall be in writing sent by pre-paid post or email to the address of the addressee specified at the beginning of these Terms. It is the duty of each party to notify the other of the appropriate address. Any notice shall be deemed to have been received by the addressee within 48 hours of posting or 24 hours if sent by email to the valid email address detailed in these Terms.
14.3 These Terms constitute the entire agreement between the parties relating to its subject matter and supersedes all prior communications, drafts, agreements, representations (other than those made fraudulently), warranties, stipulations, and undertakings of whatsoever nature, whether oral or written between the parties.
14.4 The services contemplated by these Terms can be provided by Us and/or any of Our Affiliates. Where an Affiliate provides the services to You, such Affiliate shall be entitled to invoice You for Your facilitation of such Rides in accordance with the terms of these Terms, and in all cases, Our Affiliate shall be liable and responsible for its compliance with the terms and conditions of these Terms.
14.5 We may modify the Terms from time to time with or without notice, and You agree to comply with the most current version of these Terms.
14.6 The invalidity or unenforceability of any term of, or any right arising pursuant to, these Terms shall not in any way affect the remaining terms or rights.
14.7 Neither party shall be permitted to assign these Terms to any third party without written consent of the other party except in the event of a change of control, merger, acquisition, public offering, etc.
14.8 Neither these Terms nor any of these conditions will be deemed waived, and no breach excused, unless such waiver or consent excusing the breach is in writing and signed by the waiving and/or excusing party.
14.9 Should any provision of these Terms be invalid or unenforceable, then the remainder of these Terms shall remain valid and in force. The invalid or unenforceable provision shall be either (i) amended as necessary to ensure its validity and enforceability, while preserving the parties' intentions as closely as possible or, if this is not possible, (ii) construed in a manner as if the invalid or unenforceable part had never been contained therein.
14.10 The rights under these Terms only accrue to a person party to these Terms. Accordingly, a person who is not a party to these Terms shall have no rights under the Contracts Law 5733-1973 to enforce any term.
14.11 These Terms, and any non-contractual obligations arising out of them, are governed and construed in accordance with the law of the State of Israel and any proceedings resulting out of this Terms, and any non-contractual obligations arising out of them, shall be held in the Courts of Tel-Aviv-Jaffa, Israel.