Gett for Business

GENERAL TERMS & CONDITIONS FOR BUSINESS CLIENTS – UNITED KINGDOM

These General Terms & Conditions have effect from 28 March 2024

The current version of these General Terms & Conditions may always be found at the following web address: https://www.gett.com/uk/legal/business/business-terms/

These General Terms & Conditions, together with the other documents comprising the Agreement (as defined below), set out the terms on which Gett has agreed to provide the Customer and its authorised Users with access to the Gett Platform and the Services.

By submitting a signed Order Form, clicking the acceptance button/box in the online Order Form within the Gett’s client registration web portal, and/or using the Gett Platform or the Services, the Customer agrees to be bound by this Agreement (as amended from time to time in accordance with its terms). No Customer or User may access the Gett Platform or use the Services unless the Customer agrees to all of the terms of the Agreement.

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement, 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;

Agreement has the meaning given in clause 2.1;

Applicable Law means all applicable laws, enactments, rules, regulations, orders, mandatory regulatory policies, mandatory guidelines, mandatory industry codes of practice, regulatory permits and licences and any mandatory instructions or requests of a regulator, in each case as applicable and in force from time to time;

Base Fare means the base fare for the Transportation Services in respect of a Booking, inclusive of applicable tax but excluding any Extras;

Booking means a request for Transportation Services made by or on behalf of the Customer via the Gett Platform;

Business User Terms means Gett’s general terms of service applicable to business Users of the Gett Platform, as published on Gett’s website from time to time (please refer to https://www.gett.com/uk/legal/);

Cancellation Fee means the fee payable by the Customer for the cancellation of a Booking in accordance with clause 4.4 and as specified in Part A of Schedule 1 (Cancellation Fees & Waiting Time);

Confidential Information means any information marked confidential or identified in writing to be confidential, or which should be reasonably understood under the circumstances to be confidential, including any non-public information regarding a party and its Affiliates’ business, financial affairs, strategic plans, customers or products, but excludes any information which:

(a) is, or becomes, generally available to the public, other than as a direct or indirect result of the information being disclosed by recipient in breach of this Agreement;

(b) was available to the recipient on a non-confidential basis or otherwise was lawfully in the recipient’s possession, prior to disclosure under this Agreement; or

(c) was, is, or becomes available to the recipient on a non-confidential basis from a person who is not under any confidentiality obligation in respect of that information;

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;

Customer has the meaning given in the Order Form;

DPA means the Data Processing Addendum available at the following web address, as amended from time to time in accordance with its terms: https://www.gett.com/uk/legal/business/dpa/;

Effective Date means the date on which the Agreement came into effect, as indicated in the applicable Order Form;

Extras means the additional costs, fees or expenses charged by a TSP in respect of a Booking, which may include, where applicable, parking charges, waiting time charges, congestion charges, low-emission zone charges, tolls, soiling fees (in accordance with clause 4.5 below), luggage, tips, stopping points, holiday fees, aggregator platform fees and foreign taxes; in each case inclusive of any applicable tax;

Fare Estimate means the fare estimate provided to a User in accordance with clause 4.2 prior to the confirmation of a Booking;

General Terms & Conditions or GTCs means these general terms & conditions;

Gett means the Gett legal entity that executes the relevant Order Form;

Gett Platform means the mobile and web-based technology platform, together with the telephone booking service, operated by Gett which enables Users to request Transportation Services from Gett’s network of TSPs in the Service Area;

High Demand Fee means, in respect of Licensed Taxi Bookings only, the fee which may be charged by Gett during periods of high demand in accordance with clause 4.3;

Intellectual Property Rights means any and all patents, trademarks and service marks, utility works, 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, trade dress any other intellectual or industrial property rights (as defined in accordance with Applicable Laws), including in each case (i) all extensions, revivals and renewals, (ii) whether registered or unregistered, (iii) applications for any of them, (iv) the goodwill attaching to any of them, and (v) 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;

Licensed Taxi Provider means a third-party, self-employed provider of hackney carriage transportation services (in London, commonly referred to as a ‘black taxi’ or ‘black cab’) to which Gett may submit Bookings for fulfilment;

Loss means all losses, liabilities, damage, injury, costs (including reasonable legal costs), charges or expenses;

Operational Charges means (a) the Telephone Booking Fee; (b) the High Demand Fee; (c) the Waiting Charges, an (d) any other fees or charges levied by Gett from time to time and expressly notified to the Customer/User in the Gett Platform during the Booking process;

Order Form means, as applicable: (a) a hard copy or electronic order form signed on behalf the Customer; or (b) an electronic order form signed electronically on behalf of the Customer and submitted via Gett’s online client registration web portal; in each case which attaches or incorporates by reference these General Terms & Conditions;

party and parties means the parties to this Agreement, as defined in the Order Form;

Platform Fee means a platform fee (plus applicable tax) payable by the Customer per Booking, calculated as a percentage of the sum of (i) the Transportation Charges, plus (ii) the Operational Charges. The applicable Platform Fee percentage is set out in the Pricing Schedule;

PHV means a private hire vehicle, which includes vehicle types such as executive cars, chauffeur services, limousines and minicabs;

PHV Driver means the driver provided by the PHO to fulfil a PHV Booking;

PHO means a third-party PHV operator;

Pricing Schedule means the pricing schedule available on the website at the address below, as amended from time to time in accordance with these Terms: https://www.gett.com/uk/legal/business/business-terms/pricing-schedule/;

Privacy Policy means Gett’s Privacy Policy available at the following web address, as amended from time to time in accordance with its terms: https://www.gett.com/uk/legal/privacy/;

Service Area means the location(s) specified in the Order Form, or, where no location is specified in the Order Form, the location(s) where the Services are made available to the Customer from time to time by Gett or a Gett Affiliate);

Services has the meaning given in clause 3.1 below;

Taxi or Licensed Taxi means a hackney carriage licensed in accordance with Applicable Laws;

Telephone Booking Fee means the booking fee charged by Gett in respect of Bookings made by telephone, as specified in the Pricing Schedule;

Term means the duration of this Agreement;

Total Charges means all amounts chargeable in respect of a Booking, namely, as applicable: (i) the Transportation Charges, (ii) the Operational Charges, (iii) the Platform Fee and (iv) the Cancellation Fee (if applicable);

Transportation Services means ground transportation services provided by a TSP in respect of a Booking;

Transportation Charges means the total amount attributable to the Transportation Services in respect of a Booking (comprising the Base Fare plus any applicable Extras), payable by the Customer to Gett. For the avoidance of doubt, all Transportation Charges due to a TSP in respect of a Booking shall be paid by Gett directly to the TSP;

TS Warranties means the provisions of clause 6.1;

TSP (or Transportation Services Provider) means a third-party transportation services provider to which Gett may submit Bookings for fulfilment, being either:

(a) in respect of PHV Bookings, a PHO (including, for the purposes of this definition, the PHV Driver provided by a PHO to fulfil the Booking); or

(b) in respect of Licensed Taxi Bookings, a Licensed Taxi Provider;

TSP Compliance Documentation means, in relation to a TSP, (a) all regulatory licences and permits, and (b) insurance cover satisfying local regulatory requirements, in each case as lawfully required to provide Transportation Services in the relevant jurisdiction,

User means an individual authorised by the Customer to use the Gett Platform pursuant to this Agreement (which may include, for example, the Customer’s employees, contractors, clients and other authorised individuals);

Waiting Time Charges means the charges payable by the Customer for waiting time after expiration of the waiting time allowance, as specified in Part B of Schedule 1 (Cancellation Fees & Waiting Time).

1.2 In this Agreement (unless the context requires otherwise):

(a) references in a document to clauses and schedules are to the clauses and schedules of that document unless otherwise specified, and this Agreement incorporates all schedules, appendices and annexes to the documents comprising it;

(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; references to any one gender do not exclude other genders; a reference to a ‘person’ includes a natural person, corporate or unincorporated body; headings are for ease of reference only and shall not affect interpretation; and reference to any agreement or document is a reference to such agreement or document as amended or modified from time to time in accordance with its terms.

2. CONTRACT STRUCTURE

2.1 This Agreement is made up of the Order Form, these GTCs, the DPA and the Privacy Policy, in each case including all schedules and annexes thereto and any documents expressly incorporated by reference therein. In the case of any conflict or inconsistency between the documents comprising the Agreement, the following order of priority shall apply: (1) the DPA; (2) the Privacy Policy; (3) the Order Form; (4) the GTCs; and (5) any other document(s) expressly incorporated in the Agreement; provided that a provision in the Order Form expressly stating that it is intended to override the GTCs shall be effective.

2.2 The Order Form and these GTCs (including in each case, all schedules, exhibits or annexes thereto) together form this Agreement. This Agreement forms a separate and independent contract between the parties that executed the Order Form, independent from any other contract entered into between the parties or their respective Affiliates.

3. GETT SERVICES

3.1 During the Term, Gett shall make available the Gett Platform to the Customer and its Users in the Service Area, in accordance with the terms of this Agreement (the Services). For the avoidance of doubt, the term ‘Services’ in this Agreement refers to the technology services and any related ancillary services provided by Gett relating to the Gett Platform only, and specifically excludes the Transportation Services.

3.2 Gett shall perform the Services with reasonable care and skill.

3.3 In order to use the Gett Platform via the Gett mobile application, Users are required to accept the Business User Terms. For the purposes of the Business User Terms, the Customer is a ‘Business Client’ and this Agreement is a ‘Business Agreement’ (each as defined in the Business User Terms). The Customer shall use reasonable commercial endeavours to ensure that its Users use the Gett Platform in accordance with the terms of this Agreement and the Business User Terms.

3.4 Users are required to keep their login information for the Gett Platform secure at all times. Gett shall be entitled to assume that any person who logs into the Gett Platform using correct login information has authority to make a Booking on the Customer’s account.

4. CHARGES

4.1 In respect of each completed Booking, the Customer shall pay to Gett:

(a) the Transportation Charges;

(b) the Operational Charges, comprising (where applicable):

(i) the Telephone Booking Fee;

(ii) the High Demand Fee; and

(iii) the Waiting Time Charges; and

4.2 Provision of Fare Estimate. Prior to confirmation of a Booking, an estimate of (i) the Transportation Charges, and (ii) the High Demand Fee (if applicable) will be displayed in the Gett Platform itemised separately. This estimate will be based on the specified pick-up and drop-off locations and may be provided as a range, but will not include (i) certain Extras (some of which may be incurred or calculated after completion of the Booking), (ii) the Platform Fee, or (iii) the Telephone Booking Fee, which in each case will be invoiced separately in accordance with clause 5 (Payment). The User will have the option to accept or decline to proceed with the Booking based on the Fare Estimate.

4.3 High Demand Fee. In respect of Licensed Taxi Bookings only, Gett may charge a fee during periods of high demand, when Gett’s costs to provide the Services are high. An estimate of the applicable High Demand Fee for a Black Taxi Booking will always be displayed in the Gett Platform during the booking process in accordance with clause 4.2.

4.4 Cancellation Fees. In the event that a Booking is cancelled, the Customer shall be liable to pay the Cancellation Fee (plus any incurred Extras) in accordance with the provisions and rates set out in Part A of Schedule 1 (Cancellation Fees and Waiting Time).

4.5 Soiling fees. Should a User soil, damage or put the vehicle out of service in any way, the Customer shall be liable for the cost of any repairs, cleaning and/or soiling charge determined by the TSP, up to a maximum amount as set by the local licensing authority (where applicable).

4.6 Taxes. For the avoidance of doubt, all applicable taxes (including VAT or analogous sales taxes in other jurisdictions) in respect of the Transportation Charges, Operational Charges, Platform Fees and Cancellation Fees shall be borne by the Customer (excluding, for the avoidance of doubt, any taxes based on Gett’s net revenue, assets or employees).

4.7 Transportation Services pricing. Details of current indicative pricing for PHV Transportation Services can be provided by Gett on request. In relation to Licensed Taxi Bookings, the Base Fare shall be calculated in accordance with the taxi meter (unless otherwise agreed with Gett or otherwise specified in the Gett Platform at the time of placing the Booking).

5. PAYMENT

5.1 Subject to clause 5.7 (if applicable), Gett shall invoice the Customer monthly in arrears for the aggregate Total Charges incurred during the preceding month.

5.2 The Customer shall notify Gett in writing no more than seven (7) days from receipt of an invoice if it disputes any part of the invoice, and provide full particulars of such dispute via email to customercare.uk@gett.com.

5.3 Gett shall submit invoices to the Customer’s Accounts Payable department unless instructed otherwise. The Customer shall pay each invoice submitted to it by Gett within fourteen (14) days from the date of the invoice.

5.4 Following payment, if it is discovered that the Total Charges paid were incorrect or did not include certain Extras or other amounts duly owed, Gett reserves the right to issue additional invoices to recover such amounts together with any applicable unpaid Platform Fees.

5.5 If any amount is overdue and unpaid by the Customer under this Agreement, Gett shall notify the Customer in writing and the Customer shall make payment of the overdue amount within five (5) business days, failing which Gett may terminate this Agreement with immediate effect by written notice to the Customer. Gett reserves the right to charge interest on unpaid and undisputed invoices at the Bank of England base rate plus 4% accruing on a daily basis from the due date until full settlement.

5.6 The Customer acknowledges and agrees that under no circumstance is payment to be made directly between the Customer/Users and TSPs.

5.7 Employee Credit Card Payment Facility

(a) If specified in the Order Form, Gett shall permit a User to pay the Total Charges for a Booking upon completion of the Booking using an accepted debit or credit card via the Gett Platform. Following successful payment by a User, Gett shall issue an electronic receipt to the User via the Gett Platform.

(b) The Customer shall remain ultimately liable for all Total Charges. If for any reason the User fails to pay the Total Charges in respect of a Booking in accordance with (a) above, Gett shall issue the Customer with an invoice for such outstanding Total Charges in accordance with clause 5.1.

6. WARRANTIES

6.1 Subject to clause 7, Gett warrants and undertakes to the Customer as follows (the TS Warranties):

(a) Onboarding checks. Prior to onboarding a TSP to the Gett Platform, Gett obtained reasonable documentary evidence that, as at the date of onboarding, the TSP was in possession of all valid TSP Compliance Documentation.

(b) Suspension of non-compliant TSPs. If at any time Gett becomes aware that any TSP providing Transportation Services has ceased to be in possession of the TSP Compliance Documentation required under Applicable Law, Gett shall promptly suspend such TSP from receiving Bookings until such time as it is fully compliant with such requirements.

6.2 Without prejudice to Gett’s obligations under the TS Warranties, the Customer acknowledges and agrees that the TSP bears primary responsibility for compliance with the legal and regulatory requirements applicable to it when providing Transportation Services.

6.3 Mutual warranties. Each party warrants to the other that:

(a) it has all right, power, and authority to enter into and perform its obligations under this Agreement and the execution and delivery of this Agreement does not require the approval of any other person;

(b) this Agreement has been duly and validly executed by it; and

(c) the execution, delivery or performance of this Agreement by such party does not violate any Applicable Law or the terms of any existing agreement to which it is a party.

7. LIABILITY FOR TRANSPORTATION SERVICES; ORDER OF CLAIMS

7.1 Except as set out in this clause 7, Gett shall have no liability to the Customer or any User in respect of Loss arising from (a) the provision of the Transportation Services by a TSP; (b) any acts or omissions of a TSP (including negligence, misconduct or non-compliance with Applicable Law); or (c) any breach of the TS Warranties (collectively, TS Liability).

7.2 In the event that the Customer incurs any TS Liability, its exclusive recourse shall be as follows:

(a) The Customer shall first seek to claim against the relevant TSP directly and/or any insurance coverage in respect of the Transportation Services in question, including, as applicable: (a) Hire & Reward insurance held by the TSP (as required under Applicable Law in the United Kingdom); (b) any other insurance cover required to be held by a TSP under Applicable Law, and (c) in the case of a TSP that is uninsured contrary to Applicable Law, residual cover provided by the Motor Insurance Bureau (or similar government-backed scheme for compensation of victims of uninsured drivers in the relevant jurisdiction) (a TS Liability Claim).

(b) In the event of the Customer wishing to bring a TS Liability Claim, Gett agrees to:

(i) reasonably cooperate with the Customer and, subject to Gett’s data privacy and other legally-binding obligations, provide such documentation and information as reasonably required to facilitate the claims process; and

(ii) where permitted to do so, extend to the Customer the benefit or any contractual warranties and indemnities given by a TSP to Gett (subject to Gett’s right not to pass-through such rights to the Customer to the extent that doing so would require Gett to act in breach of contract or any legal obligation or materially against its own reasonable commercial interests).

(i) if and to the extent that the Customer’s claim against the TSP(s) and/or their insurers has been exhausted or cannot reasonably be pursued due to insolvency, dissolution, or any other valid reason (as reasonably agreed by the parties, or failing such agreement, as determined by the opinion of an independent reputable international law firm); and

(ii) up to a maximum aggregate amount of three (3) times the Standard Liability Cap (as defined in clause 8.4), such liability cap being separate and independent from the Standard Liability Cap and applicable solely in respect of Gett’s residual liability for TS Liability pursuant to this clause 7.2.

(d) The Customer agrees to take reasonable steps to mitigate any potential TS Liability upon becoming aware of an incident that may give rise to a claim, including promptly reporting any such incident to Gett.

(e) The Customer’s obligation to first seek recourse against the TSP(s) and/or their insurers shall not limit, waive or otherwise affect any rights or remedies that Gett may have against a TSP under separate agreements or legal principles, including contractual indemnification rights.

8. LIABILITY – GENERAL

8.1 Legal disclaimers. Gett does not guarantee the availability nor uninterrupted or error-free use of the Gett Platform and, except as expressly provided in this Agreement, Gett shall not be liable for any Loss arising from scheduled or unscheduled downtime, unavailability or slowness of the Gett Platform. Except as expressly provided in this Agreement, the Gett Platform and the services provided in connection with this Agreement are provided on an “as is” basis and Gett makes no express or implied warranties or representations with respect to (a) the Gett Platform or any service provided by Gett or its Affiliates, or (b) any TSP or the Transportation Services; including, without limitation, any implied warranties of merchantability, fitness for a particular purpose or as to the accuracy or completeness of information provided.

8.2 Indemnity for improper use. The Customer shall indemnify and hold Gett and its Affiliates harmless from and against any Losses arising out of any actual or threatened third-party claim resulting from the Customer’s or a User’s improper use of the Gett Platform, including use which is in breach of the Business User Terms. Unless otherwise agreed in writing by Gett, the Customer is responsible for any fines, penalties, prosecutions and/or other sanctions imposed on it and/or Users arising from the conduct of Users or others who accompany them when using the Transportation Services.

8.3 Lost property. Gett shall not be responsible for, nor under an obligation to procure insurance in respect of, the loss of or damage to any person’s personal belongings, including those left in a vehicle following use of the Transportation Services. Any lost property incidents should be reported to Gett’s customer support team who may be able to assist with the recovery of any lost items.

8.4 Liability cap. Subject to clause 8.6 and clause 7.2(c)(ii), each party’s total aggregate liability to the other at any time (including Gett’s liability to Users), whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall be limited to a sum equal to the value of the Total Charges paid or payable to Gett during the twelve (12) month period preceding the month in which the cause of action is alleged to have arisen (or, prior to the first anniversary of this Agreement, the annualised average Total Charges paid or payable in each of the preceding months) (the Standard Liability Cap).

8.5 Exclusion of certain types of loss. Subject to clause 8.6, neither party shall be liable to the other party (nor Gett to any User) whether in contract, tort (including negligence), breach of statutory duty or otherwise for (i) any indirect, special, consequential, incidental, punitive, exemplary or special damage, loss, claims, costs and expenses, or (ii) any loss of business, revenue or profits, in each case whether or not such damage, loss, claims, costs and expenses were foreseeable by or notified to such other party and/or User.

8.6 Liabilities not limited or excluded. Nothing in this Agreement shall limit or exclude:

(a) a party’s liability for its intentional misconduct;

(b) a party’s liability for death or personal injury caused by its own negligence, fraud or fraudulent misrepresentation; or

8.7 Class actions etc. To the fullest extent permitted by Applicable Law, each party hereby irrevocably (i) waives any right it may have to join any claim or cause of action directly or indirectly arising out of or relating to this Agreement, the transactions contemplated hereby or the use of the Gett Platform with those of others in the form of a class action or similar procedural device; and (ii) agrees that any and all disputes, claims and causes of action directly or indirectly arising out of or relating to this Agreement, the transactions contemplated thereby or the use of the Gett Platform must be asserted individually and shall be resolved individually, without resort to any form of class action or similar procedural device.

9. PRIVACY AND DATA PROTECTION

9.1 To the extent that either party Processes Personal Data under this Agreement, the parties shall conduct such Processing in accordance with the DPA and the Privacy Policy. The definitions set out in paragraph 1 of the DPA shall apply in this clause.

10. INTELLECTUAL PROPERTY

10.1 Subject to the terms of this Agreement, Gett hereby grants Customer a revocable, limited, non-exclusive, non-sublicensable and non-transferable licence to access and use the Gett Platform in accordance with this Agreement.

10.2 The Customer acknowledges that:

(a) all Intellectual Property Rights and all other rights in the Gett Platform are owned or licensed by Gett and/or its Affiliates, and remain vested in Gett and/or its Affiliates at all times; and

(b) the Customer does not acquire any rights in or to the Gett Platform under this Agreement other than those granted pursuant to clause 10.1.

10.3 The Customer (whether directly or indirectly) shall not (and shall not attempt to) reverse engineer or in any other way study, copy or develop the Gett Platform. On termination of this Agreement, the Customer shall ensure that all Users cease to use the Gett Platform under the Customer’s account.

10.4 Gett shall indemnify and hold the Customer and its Affiliates harmless from and against any Losses incurred by the Customer as a result of any third-party claim that the Customer’s use of Gett Platform in accordance with the terms of this Agreement infringes or violates the Intellectual Property Rights of a third party (IP Claim).

10.5 If the Customer receives an IP Claim, it shall:

(a) as soon as reasonably practicable, give written notice of the Claim to Gett, specifying the nature of the Claim in reasonable detail;

(b) give Gett control over the conduct of the Claim, and shall not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of Gett;

(c) give Gett and its professional advisers all reasonable information and assistance (at Gett’s expense) for the purpose of Gett assessing, defending and/or settling the Claim.

10.6 The Customer hereby grants Gett and its Affiliates a non-exclusive, non-sublicensable and non-transferable licence to use the Customer’s name and logo solely for the purposes of identifying the Customer as a Gett customer in its marketing materials; provided that such licence shall be revocable by the Customer at any time by written notice to Gett. Additionally, upon request from Gett, Customer shall use reasonable efforts to make available representatives to participate in a written case study on the Customer’s use and experience of the Gett Platform.

11. TERM & TERMINATION

11.1 This Agreement will commence on the Effective Date and will continue unless and until terminated earlier in accordance with its terms.

11.2 Either party may terminate this Agreement by giving to the other party not less than thirty (30) days’ notice in writing, in which case this Agreement shall terminate at the end of the calendar month following the month in which such notice was served.

11.3 The Customer may terminate this Agreement immediately upon written notice to Gett if Gett materially breaches any term of this Agreement. Gett may terminate this Agreement immediately upon written notice to the Customer if any of the following events occur:

(a) the Customer does not make payment of any amount due under this Agreement within 10 business days of notice from Gett that such amount is overdue;

(b) a material breach by the Customer of this Agreement or Applicable Law;

(d) the Customer’s credit rating is downgraded or the Customer has, or is likely to, undergo any form of insolvency event (as determined by Gett in its sole discretion);

(e) no Bookings have been made under this Agreement for more than 6 months; or

(f) Gett considers it necessary or prudent, in its sole discretion, for the continued good operation of the Gett Platform.

11.4 Upon termination of this Agreement, all sums payable to or chargeable by Gett shall be invoiced and become due and payable in full within seven (7) days from the date of the invoice.

11.5 Upon termination of this Agreement for any reason:

(a) each party shall cease to make further use of the other party’s Confidential Information or Intellectual Property Rights received under this Agreement and, if requested by such other party, shall destroy, turn over or make available such Confidential Information or other property in its possession; provided that each party may retain the other party’s Confidential Information to the extent, and for so long as, required for legal, regulatory, or internal compliance purposes, or which has been created pursuant to automatic electronic archiving procedures. Any such retained information shall remain subject to the confidentiality obligations under the Agreement; and

(b) any provision of the terminated Agreement which expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect. The termination of this Agreement will not affect either party’s accrued rights as at the date of termination.

11.6 If no Bookings have been made by Users for a period of six (6) months or more, Gett reserves the right to terminate this Agreement on fourteen (14) days’ prior written notice.

12. GENERAL

12.1 Confidentiality. Any and all Confidential Information 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 Confidential Information or use such Confidential Information for its own benefit except as is solely necessary in connection with the receiving party’s performance under this Agreement 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.

12.2 Notices. Any notice to be served on a party under an Agreement shall be in writing sent by pre-paid post or e-mail to the address of the addressee specified in the Order Form, or such other address as a party may notify to the other for this purpose from time to time. The provisions of this clause do not apply to the service of legal process or other documents in any legal action. Any notice shall be deemed to have been received by the addressee within 48 hours of posting or at the time of transmission of the e-mail unless a failed delivery notification was received by the sender.

12.3 Gett Affiliates. The Services contemplated by an Agreement may be provided by Gett and/or any of its Affiliates. Where an Affiliate provides any Services to the Customer, such Affiliate shall be entitled to invoice the Customer for such Services in accordance with the terms of this Agreement; provided that Gett shall remain liable and responsible for compliance with the terms and conditions of this Agreement in respect of such Services.

12.4 Tax status. It is understood and agreed by the parties that Gett acts as contractual principal for tax purposes in respect of the provision of the Services and the Transportation Services to the Customer under this Agreement.

12.5 Non-disparagement. Neither party shall act in a manner that disparages the other party (whether during the term or after termination of this Agreement).

12.6 Variation. Gett may change or supplement the terms of this Agreement from time to time at its sole discretion. Gett will use commercially reasonable efforts to provide notice to the Customer of any material changes to this Agreement (which may be provided via e-mail, posting a notice on the Gett website and/or notifications in the Gett Platform). Within 10 business days of such notice, the changes will be deemed to be binding on the Customer. If the Customer does not agree with the changes it should discontinue using the Services. If the Customer continues using the Services after such 10 business day period, the Customer will be deemed to have accepted the changes to the terms of this Agreement.

12.7 Assignment. Gett may transfer its rights and obligations under this Agreement to another person for any reason and without the consent of the Customer, provided that Gett will notify the Customer of any such transfer and ensure that the transfer does not materially affect the Customer’s rights to use the Services. The Customer may not transfer its rights or obligations under this Agreement without the prior written consent of Gett.

12.8 Entire Agreement. Each Agreement constitutes the entire and only agreement between the parties in relation to the subject matter thereof and supersedes all previous agreements between the parties relating to such subject matter, provided that nothing in this clause shall operate to exclude any representation made fraudulently. Subject to the foregoing, each party confirms that it has not relied upon, and shall have no remedy in respect of, any agreement, warranty, statement, representation, understanding or undertaking made by any person (whether or not a party to this Agreement) unless expressly set out in this Agreement.

12.9 Severability. If any provision of the Agreement is held to be invalid, illegal or unenforceable such provision shall be modified so as to be enforceable, or shall be severed from the Agreement, and the remainder of the Agreement will continue to be valid and enforceable.

12.10 No waiver. A waiver of any term, provision or condition of, or consent granted under, this Agreement shall be effective only if given in writing and signed by the waiving or consenting party and then only in the instance and for the purpose for which it is given. No failure or delay on the part of any party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

12.11 Relationship of the parties. This Agreement does not establish any partnership, joint venture, trust, fiduciary or other relationship between the parties other than the contractual relationship expressly provided for in it.

12.12 Third party rights. The rights under this Agreement only accrue to those parties to it, and, in the case of Gett, to any Gett Affiliate providing services pursuant to clause 12.3. Except for the foregoing parties, no other person shall have rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term or condition of this Agreement.

12.13 Governing law & jurisdiction. This Agreement, and any non-contractual obligations arising out of it, will be governed and construed in accordance with the laws of England & Wales. The courts of England & Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

SCHEDULE 1:
CANCELLATION FEES & WAITING TIME