These terms & conditions (these Terms) supplement and form part of the Master Services Agreement currently in place between your organisation (you or the Customer) and Gett (together, the Parties and each a Party). Together with the Evermile Terms incorporated by reference in them, these Terms shall govern the Customer’s and its Authorised Users’ use of the Evermile Integration and the Delivery Services, including the respective rights, obligations and liability of the Customer, Gett and Evermile in relation to the Delivery Services.
Except to the extent expressly modified and supplemented by these Terms, the terms of the MSA remain in full force and effect.
1. Definitions
In these Terms, unless the context otherwise requires, the following definitions shall apply:
1.1 Authorised User means an individual authorised by the Customer to use the Evermile Integration.
1.2 Delivery Services means the third-party delivery services made available to you and your Authorised Users via the Evermile Integration subject to these Terms.
1.3 DP Legislation means any applicable data protection laws relating to the protection of individuals with regard to the processing of personal data, including (but not limited to):
(i) the EU GDPR and/or the UK GDPR;
(ii) laws implemented in the United Kingdom (and/or, in respect of the EU GDPR, in any relevant Member State of the European Union) which contain derogations from, or exemptions or authorisations for the purposes of, the GDPR, or which are otherwise intended to supplement the GDPR (including the Data Protection Act 2018 (“DPA 2018”)); and
(iii) the Privacy and Electronic Communications (EC Directive) Regulations 2003.
In addition, the EU GDPR means the General Data Protection Regulation (EU) 2016/679; and the UK GDPR means has the meaning given in section 3(10) of the DPA 2018, as supplemented by section 205(4) of that Act.
1.4 Evermile means Evermile U.K. Limited, registered in England with company number 14316171 whose registered address is at St. James Square, Cheltenham, England, GL50 3PR.
1.5 Evermile Integration means the optional additional functionality added within the Gett Web Portal that enables the Customer’s Authorised Users to access the Delivery Services in accordance with these Terms.
1.6 Evermile Privacy Policy means Evermile’s Privacy Policy, as published on Evermile’s website from time to time (currently available at https://www.evermile.io/privacy-policy).
1.7 Evermile Terms means Evermile’s general terms & conditions governing the use of Evermile’s services, as published on Evermile’s website from time to time (currently available at https://www.evermile.io/terms-conditions).
1.8 Gett GT Gettaxi (UK) Limited, registered in England with company number 07603404 and its registered office at Angel Gate, 326 City Road, Lower Ground Floor, London, EC1V 2NZ.
1.9 Gett Core Services means the Gett Platform and associated services provided by Gett to the Customer under the MSA.
1.10 Gett Platform means the mobile and web-based technology platform operated by Gett which, among other services, allows the Customer’s authorised users to book and manage third-party ground transportation services.
1.11 Gett Privacy Policy means Gett’s Privacy Policy, as published on Gett’s website from time to time (currently available at: https://www.gett.com/uk/legal/privacy);
1.12 Master Services Agreement or MSA means the services agreement in place between the Customer and Gett governing the Customer’s use of the Gett Platform, as amended from time to time.
2. Application of the Evermile Terms
2.1 Except as expressly supplemented or modified by these Terms, the Evermile Terms shall govern the Customer’s use of the Evermile Integration and the Delivery Services, as if the Customer were a “Merchant” as defined in the Evermile Terms. The provisions of this clause 2.1 are intended for the benefit of, and the Evermile Terms may be relied upon and enforced by, each of Gett and Evermile.
2.2 Notwithstanding any conflicting provision of the Evermile Terms or the MSA, the Parties agree that:
(a) Subject to clause 4.4 below, the Customer may enforce any of its rights as a ‘Merchant’ under the Evermile Terms against Gett, as if Gett instead of Evermile were the issuer of the Evermile Terms; and
(b) Gett may enforce any of Evermile’s rights against the Customer (in its capacity as a ‘Merchant’ under the Evermile Terms) as if Gett instead of Evermile were the issuer of the Evermile Terms (whether as a third-party beneficiary of the Evermile Terms under the Contracts (Rights of Third Parties) Act 1999 or otherwise).
3. Payment for Delivery Services
3.1 In relation to the charges for the Delivery Services (Delivery Charges), Gett shall invoice the Customer and the Customer shall pay all Delivery Charges to Gett directly, in the same way and subject to the same payment terms as are applicable to the charges for the Gett Core Services under the MSA (unless Gett and the Customer agree to different payment terms in writing, for example to amend the invoice frequency for the Delivery Charges).
3.2 Payment by the Customer to Gett of the Delivery Charges shall constitute good discharge of the Customer’s corresponding payment obligation under the Evermile Terms.
4. Data protection
4.1 In these Terms:
(a) the terms “personal data”, “process”, “processor” and “independent controller” each have the meanings given to them under the DP Legislation; and
(b) “Relevant Personal Data” means, in relation to a Party, any personal data processed by that Party in connection with the Evermile Integration.
4.2 The Parties acknowledge that for the purposes of the DP Legislation, the nature of the activity carried out by each of Gett and Evermile in relation to the Evermile Integration will determine its status under the DP Legislation. However, it is anticipated that Gett and Evermile will each be independent controllers of any Relevant Personal Data.
4.3 Processing by Gett. The processing of all Relevant Personal Data by Gett in connection with the Evermile Integration will be governed by the terms applicable to Gett’s processing of other Customer personal data in connection with Gett’s provision of the Gett Core Services (including, as applicable, the data protection provisions of the MSA and/or the Gett Privacy Policy).
4.4 Processing by Evermile. The processing of all Relevant Personal Data by Evermile in connection with the Evermile Integration will be governed exclusively by the Evermile Terms and the Evermile Privacy Policy. The foregoing sentence of this clause 4.4 is intended for the benefit of, and the Evermile Privacy Policy may be relied upon and enforced by, Evermile. Gett shall not be held liable in any way for processing of Relevant Personal Data by Evermile.
5. General provisions
5.1 Third party rights. Except as expressly provided in clauses 2.1 and 4.4 above, the rights under these Terms only accrue to the Parties and no other person shall have any rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any provision of these Terms. These Terms may be terminated or varied without the consent of any third party.
5.2 Order of precedence among agreements. In the event of any conflict or inconsistency between them, the following order of precedence shall apply as between the following agreements: first, these Terms; second, the MSA and the Gett Privacy Policy; third, the Evermile Terms and Evermile Privacy Policy.