Terms

These terms and conditions of sales (the “Terms and Conditions”) are entered into between Rydoo Spółka z ograniczoną odpowiedzialnością, with registered office in Warsaw at Aleje Jerozolimskie 180, entered in the Register of Entrepreneurs of the National Court Register maintained by the District Court for the capital city of Warsaw, XII Commercial Division of the National Court Register under KRS number 0000769648, NIP 1070029274, REGON 147141554, share capital: 416 415,00 PLN (“Rydoo”) and the client which is a legal entity or an organizational unit of a legal entity that subscribes to Rydoo’s services under the Terms and Conditions (the “Client”), hereunder referred to as the Parties (a Party).

Contract between the Parties is entered into by registering to the T&E Services and accepting the present Terms and Conditions either by (i) accepting these T&Cs electronically while registering to the T&E Solution or (ii) accepting these T&Cs and connected order form in writing – both manners having full legal force.

By accepting these Terms and Conditions, and/or by accessing and using T&E Services Client shall represent and acknowledge to have read, understood, and agreed to be bound by these Terms and Conditions. The person entering into the Contract on behalf of a company or another (legal) entity shall warrant to have the authority to bind such entity and its representatives to the Contract.

1.   DEFINITIONS

All terms defined below beginning with a capital letter are defined as follows:

Contract: means this Terms and Conditions and its appendices (when applicable)

Data: means any data from the Client database upload to the T&E Solution which can be accessed only by Users.

Identifiers: means both the identifier specific to the user (“login”) and the login password (“password”), provided by Rydoo;

T&E Solution: means the software solution in SaaS mode (including updates, upgrades and corrections delivered by Rydoo as part of the Services) made available to the Client which includes the OBT and the Expense Solution modules.

OBT: means T&E Solution module – the self-booking tool or online booking tool.

Personal Data: means any information which directly or indirectly identifies any individual, including by reference to an identifier, such as, without limitation, the name, address, email address, phone number, identification number or an identifier.

Services: refers to the hosting, maintenance and support services provided by Rydoo to the Client in relation with the T&E Solution.

User: means a natural person authorized by the Client to use the T&E Solution and the Services.

Expense Solution: means T&E Solution module allowing individuals and businesses to capture, track and store their business expenditure receipts, as well as to generate and submit for approval expense reports derived from those receipts.

Supplier: third party providing accommodation (eg hotels, motels, apartments, bed & breakfasts), flights, vehicle rental services and any other travel related products and services made available for reservation via T&E Solution.

2. PURPOSE

The purpose of this Contract is to define the conditions under which the Client is authorized to use the T&E Solution and the Services. Any order by the Client is governed by this Contract. These Terms and Conditions supersede any terms and conditions of purchase of the Client and any prior agreements between the Parties on provision of the same Services; any specific clauses in the Contract supersede its general provisions on the same subject.

3. DURATION – TERMINATION

Unless otherwise agreed between the parties, this Contract (including the payment obligations defined in Clause 4 and the order form) comes into force at the date of acceptance of these Terms and Conditions by the Client, for indefinite period. The Contracts that are paid monthly can be terminated upon 1 (one) month prior notice. The Contracts that are pre-paid for 12 (twelve) months can be terminated upon prior notice given at least 1 (one) month before the end of the pre-paid period.

The Contract may be terminated or suspended by Rydoo immediately upon notification if the Client fails to pay any invoice after the due date, in the event of apparent insolvency, or if the Client violates the terms of the Contract.

Upon termination of this Contract, for whatever reason, Rydoo shall revoke any access to the T&E Solution offered to the Client and the Client shall immediately cease any access and use of the T&E Solution and the Services. In addition, Rydoo agrees to provide the Client with a copy of its Data in defined format within a period of one (1) month of the Client’s request.

Termination of this Contract does not affect completion of performance of any bookings made via the T&E Solution and pre-paid by the Client to the Suppliers prior to the termination. Likewise, termination of this Contract does not affect the performance of the Client’s obligations set forth in Clause 4.

4. FINANCIAL CONDITIONS

Access and use of the T&E Solution and the Services are authorized in consideration for the payment of the fees mentioned on the invoices and/or in the Contract.

The fees are exclusive of VAT (and other indirect taxes) and payable via payment card or according to the instructions on the invoice issued by Rydoo, as applicable.

For Contracts that are paid monthly price revisions can be applicable monthly. For Contracts that are pre-paid for 12 (twelve) months price revisions can be applicable upon expiry of the pre-paid period.

At the Client’s request, Rydoo may, during the term of the Contract, provide Additional training and configuration services, which, if applicable, shall be additionally invoiced in accordance with the conditions set out in this Contract.

The Client expressly renounces from any repayment of amounts pre-paid in advance.

In the event of non-payment by the due date, any amount due to Rydoo, and not contested by the Client, shall bear interest at the legal interest rate, from the first business day of delay. Rydoo may likewise request the payment of a lump sum of forty (40) Euros for recovery costs, without prejudice to its right to seek greater compensation if costs actually incurred in this regard exceed the lump sum amount.

Without prejudice to the preceding and without any prejudice to the payment obligation of the Client(s), each protest must be communicated within a period of 8 (eight) calendar days as of the invoice date by a motivated registered letter. After this period, the Client shall be deemed to have definitively accepted the invoiced amount.

5. T&E SOLUTION

5.1 Access and use of the T&E Solution

The Client may access and use the T&E Solution 24 hours a day, 7 days a week, subject to maintenance periods.

The T&E Solution can be accessed from (i) any compatible devices of the Client (computers, mobiles or tablets) and (ii) using the identifiers provided to the Client by Rydoo. The identifiers are intended to restrict access to the T&E Solution by the Client and the Users, to protect the integrity and availability of the T&E Solution, as well as the integrity, availability and confidentiality of any Data. The identifiers are personal and confidential. The Client agrees to take any necessary measures to keep its identifiers confidential and not to disclose them in any form whatsoever.

Rydoo shall not be held responsible for any damages resulting from any loss or breach of confidentiality with regard to the identifiers assigned to the Client and its Users.

5.2 Intellectual Property Rights

The T&E Solution, as well as all its components (such as trademarks, logos, computer programs, graphics, images, texts) are the exclusive property of Rydoo or have been granted to it. This Contract does not imply any assignment of intellectual property rights of any kind on any elements belonging to Rydoo.

Rydoo grants the Client a personal, non-exclusive, non-assignable, non-transferable right to use the T&E Solution for the duration of this Contract for its Users on a worldwide basis and the sole purpose of the Client’s internal needs. The Client shall use the T&E Solution and shall authorize access to it by the Users in accordance with its requirements, any documentation provided and the present Terms and Conditions.

The Client may not in any case transfer, delegate or allow a third party to make use of its right to use the T&E Solution and is strictly prohibited from any other use. In particular, the Client is not permitted to make any copy, correction, adaptation, modification, translation, arrangement, distribution, decompilation, alteration, and more generally, any change to all or part of the T&E Solution. Nor may it permanently or temporarily reproduce all or part of the T&E Solution by any means and in any form.

6. SERVICES

The Client shall provide Rydoo with any information required for the performance of the Services.

Rydoo provides the following Services to the Client:

– Provision and maintenance of the T&E Solution: Rydoo shall implement from time to time upgrades, updates and new versions of the T&E Solution. Any new versions might include any modifications or deletions of existing features and/or new features or capacities.

– Technical support for T&E Solution: Technical issues and requests can be reported by the in-app chat tool from Monday to Friday from 09.00 to 18.00 Central European Time (excluding public holidays).

– Traveller support services: Support is available in French and English from Monday to Friday from 09.00 to 18.00 CET time (excluding public holidays). Outside of those hours or during weekends and public holidays the emergency support is provided in English. Provision of those services shall be invoiced in accordance with the applicable pricing.

– Additional Training and configuration services: at the Client’s request, Rydoo may, during the term of the Contract, provide additional services, which shall be invoiced in accordance with the applicable pricing.

The Client acknowledges that T&E Solution is an ancillary SaaS platform and Rydoo is not engaged in provision of any accounting, accommodation or transportation services that may be enabled by and/or available to the Client through his own use of T&E Solution modules..

7. CONFIDENTIALITY

For the purposes of this Contract, “Confidential Information” means all confidential and proprietary information of a Party disclosed to the other Party, whether orally or in writing, that is clearly identified in writing or verbally at the time of disclosure as confidential. It includes Rydoo’s documentation, the Data and information related to T&E Solution, whether or not marked as confidential or proprietary.

Each Party agrees not to use or reproduce the Confidential Information of the other Party for purposes other than for the requirements of the Contract and not to disclose or transfer the Confidential Information of the other Party to any third parties without its prior written consent.

Notwithstanding the foregoing, Confidential Information can be disclosed by the other Party to its employees, officers and consultants as well as to employees, officers and consultants of its subsidiaries or authorised subcontractors solely for the purposes of performance of the Contract, and provided that such individuals are duly informed of the confidential nature of the information, and that they are bound by confidentiality undertakings similar to those set forth in this clause.

These confidentiality obligations do not apply to Confidential Information that is:

– entered into the public domain prior to disclosure or thereafter without being in breach of this clause;

– known prior to its disclosure by the disclosing party;

– received from a third party lawfully;

– developed independently by the recipient Party.

These confidentiality obligations shall continue to have effect for a period of three (3) years following the expiry or termination of the Contract.

8. PERSONAL DATA

Each Party shall comply with any applicable law related to Personal Data. Rydoo collects and processes Personal Data in accordance with its privacy policy.

For the purpose of this Contract, Rydoo will access to the Users’ Personal Data and will process them on behalf of the Client, in its quality of Data Processor, in accordance with the Data Protection Laws.

9. LIABILITY

The Client shall be solely responsible for the use of the T&E Solution by the Users.

The liability of each Party shall be limited to direct damages caused to the other Party. Neither Party shall be held liable for any indirect damages or any loss of data, loss of income, loss of profits, loss of opportunity or loss of customers or damage to the image arising from or relating from this Contract regardless of whether such persons were advised of the possibility of such losses or damages or such losses or damages were otherwise foreseeable. Under no circumstances shall Rydoo be liable for any loss or damage caused by the reliance of the Client on any information, statements or reports obtained using the T&E Solution. Rydoo shall not be liable for any damages caused by the failure of the Client to provide information, documents or files required to implement the T&E Solution, as well as any data errors provided by any third party or by the Client.

In any event, Rydoo’s liability shall not exceed an amount equivalent to the subscription fees received by Rydoo during the twelve (12) months preceding the occurrence of the damage invoked by the Client, except in case of wilful misconduct or gross negligence.

In any event, Rydoo may be exempted from all or part of its liability insofar as the non-performance or improper performance of the Contract is attributable to the unforeseeable and insurmountable act of a third party unconnected with the provision of services under the Contract, or to a force majeure event. Events of force majeure include strikes or social conflicts, the freezing of all means of transport or supply, earthquakes, fires, storms, floods, power outages, wars, attacks, riots, political instabilities, breakdowns of telecommunications as well as all other events of force majeure.

10. APPLICABLE LAW AND COMPETENT JURISDICTION

This Contract is governed and interpreted in accordance with French law. Any dispute which may arise with regard to the validity, interpretation, performance, termination, as well as the consequences of this Contract, must be submitted to the Paris Commercial Court, regardless of the place of performance of the Contract or of the domicile of the defendant, notwithstanding plurality of defendants or impleading of third parties, even for emergency proceedings or protective proceedings.

10-A. Rydoo’s contracting entity

Rydoo’s entity entering into the Contract depend on the information stated in the particular Order Form, which may be either of the following:

• Rydoo NV, company registered under number BE0835424277 with registered address at Hendrik Consciencestraat 40/42, 2800 Mechelen, Belgium.

• Rydoo SASU company registered under number 531089167, (SIRET: 53108916700039) with registered address at 26-34 Cours de l’île Seguin – Tour Horizons, 92100 Boulogne-Billancourt, France.

• Rydoo Inc. company registered under number 5628294, (EIN: 47-2255846) with registered address at 222 Broadway 19th Floor, NYC, NY 10038, United States

For the avoidance of doubt, in the absence of an Order Form, the Contract is entered into by Rydoo Sp.z.o.o. as detailed in the introductory part of these Terms and Conditions.

No other provisions are modified as a result of this Clause.

11. MISCELLANEOUS

Changes to the Terms and Conditions will be made by Rydoo by publishing the updated version of Terms and Conditions on its website www.rydoo.com. The amended Terms and Conditions will come into force five (5) days after their publication on this site and binding upon the Client, if he continues using T&E Services after this  5-day period. Amendments done pursuant to an evolution of applicable law or regulation will come into force as from the publication date on the site.

The Client acknowledges and agrees that Rydoo might use its name, logo and other (registered and unregistered) trademarks for marketing purposes (among others to display it on the Rydoo website and in marketing materials). In the event that the Client wishes to withdraw this consent, Rydoo shall cease the use of the aforementioned trademarks within 30 days.

The client acknowledges and agrees that during the term of the Contract Rydoo may contact the Client for the purposes of obtaining testimonials, case studies, interviews and other relevant marketing materials.

The Contract is entered into intuitu personae. Neither party shall be entitled to assign, transfer or relinquish in any way its rights and obligations arising from the Contract in favour of a third party without the prior written consent of the other party which should not be unreasonably withheld. Nevertheless, Rydoo, upon 30 days written notice to the Client, shall be entitled to assign this Contract to its affiliates or group companies. The Client acknowledges that the Rydoo brand is represented and T&E Solution is operated by sister companies – Rydoo NV, having its registered address at Hendrik Consciencestraat 40/42, 2800 Mechelen, Belgium, and Rydoo Spółka z ograniczoną odpowiedzialnością, with registered office in Warsaw at Aleje Jerozolimskie 180, Poland – whereas both these entities can provide and/or bill the Services to the Client at discretion of Rydoo, which is agreed by the Client.

The Client agrees than any previous Non-Disclosure Agreement entered into between the Parties shall be governed by the provisions contained herein, in accordance with Clause 7.

The fact that one of the Parties did not exercise any of its rights in a timely manner, or did not exercise them at all, shall not be presumed to operate as a waiver of such rights, whether in relation to a past or future fact.