Terms of RYDES Service Agreement

Last Review 19.02.2021. Version 0.4

This RYDES License Agreement (the “Agreement”) is made and entered into between RYDES GmbH (“RYDES”) and the company agreeing to these terms (“Customer”). This Agreement is effective as of the date of signature. By accepting the terms, the Customer or the person acting on behalf of the Customer warrants full authority to bind the Customer to this Agreement.

§ 1 Preamble

RYDES Mobility Budget allows the customer to provide individual mobility budgets as a benefit to their employees. Employees get access to several modes of mobility via a mobile application for Android and iOS. The customer can self-manage the budgets in the background via a digital platform

§ 2 Service

2.1 Mobile APP

RYDES primary user interface is a mobile application for iOS and Android (“APP”) the Employees use to manage and allocate their monthly budget for the available mobility services.

2.2 Budget redemption

Each Employee can redeem their budget, either personal or business, for participating mobility services (each individually “Mobility Operator” and collectively “Mobility Operators”) independently. Prerequisite for the redemption is the availability of the mobility option and a sufficient mobility budget balance. The respective mobility options offered, and the amount of funds required to redeem each are displayed via the app. A conversion and / or payment of mobility budget in cash is not possible. If certain mobility providers are not included or are no longer included after a certain period of time, RYDES is not liable for this. The service of RYDES consists in providing mobility services from mobility providers to the customer. As an intermediary, RYDES does not incur any liability for the solution facilitated from the mobility providers. In particular, RYDES is not liable for the condition of the transport vehicles or any accident or damage claims.

2.3 CO2 Compensation

RYDES calculates the CO2 grams emitted for each redemption and offsets these through a partner compensation program. The offset calculation is approximate based on the operator and can be adjusted as needed. RYDES uses certain internal assumptions to calculate the compensation and ensures that these are as accurate as possible. RYDES is always interested in an exchange with its customers but does not assume any liability regarding the compensation assumptions if the customer considers these assumptions to be wrong and is not obliged to change these assumptions.

2.4 Company Dashboard

RYDES secondary user interface is a web based dashboard (“dashboard”) provided to the Customer. The Dashboard allows the management of users, budgets, invoices as well as provides general statistics on usage, sustainability and other matters and detailed usage reports for business trips. RYDES provides customers with a tax report on the platform, depending on the subscription plan. RYDES has prepared this report to the best of its ability and is always interested in providing accurate reports to the customer, but assumes no liability for the information and can therefore not be held liable for any potential tax benefits not incurred by the customer to the tax authorities.

§ 3 Provision of Services

3.1 License

During the term of this Agreement, RYDES grants to the Customer a non-exclusive, non-transferable, non-sublicensable, license to use the Service on any web page or application (including all source code and features) owned or controlled by Customer, or that Customer is authorized to use.

3.2 Features

RYDES may introduce new features or functionalities. available through the Service or add new services from time to time. The usage of these new features or services may be subject to additional terms. RYDES may make changes to the Service, which may include adding, updating or discontinuing any part of the Service. RYDES will notify the Customer of any material change.

3.3 Mobility Operators

Mobility Operators are independent companies and RYDES has no responsibility or influence in the quality or availability of their services. In particular availability of each service is the sole discretion of the Mobility Operator who might decide to enter or leave any particular location.

3.4 Source Code

The Customer must not and will not permit any third party to copy, modify, decompile, translate, dissemble or otherwise attempt to extract any or all of the source code.

3.5 Sublicense

The Customer must not and will not permit any third party to sell, resell, sublicense, transfer or distribute the Service or any part thereof.

3.6 Service content

The Customer must not and will not permit any third party to extract, export, scrape or otherwise remove Service content for use outside the Service.

§ 4 Compliance Obligations, Data Protection

The Customer ensures the compliance of their Employees use of the service with the agreement. The Customer will prevent and terminate any unauthorized use of the service. The customer will inform RYDES of every unauthorized use of which they become aware.

§ 5 Terms of Payment

5.1 Setup

The setup of the service is free of charge.

5.2 Fee per employee

For each signed up and active employee of the Customer, RYDES may charge a fee depending on the package the Customer has chosen.

5.3 Pricing

The available packages and respective pricing need to be agreed on an individual basis.

RYDES is entitled to adjust the respective price list a maximum of once per quarter to changing market conditions, in the event of significant changes in procurement costs, changes in sales tax or procurement prices. In the event of price increases that significantly exceed the regular increase in the cost of living, the customer shall be entitled to terminate the contract. In such cases, he shall be notified of this by the supplier in text form.

5.4 Payment

The customer decides on a pricing model at the beginning of the contract, but can change it on the basis of the agreed conditions via the digital portal or in exchange with a RYDES contact person. The Service is offered in different packages as specified on the website (https://rydes.com/#pricing-sectionrydes.com) and will be invoiced on a monthly basis. The customer is required to make a prepayment for the upcoming month (e.g. receiving the invoice on 20.01.2021 for the month of February) for personal budgets. Business budgets are to be invoiced based on consumption on the firsts day of the month for the previous month. The customer is obliged to pay the invoice within 10 days after receiving the invoice by bank transfer to the following account:

Recipient: RYDES GmbH
IBAN: DE56 1101 0100 2528 0891 94
BIC/SWIFT-Code: SOBKDEBBXXX
Purpose of transfer: Your invoice number

§ 6 Suspension

6.1 Breach of terms

RYDES may suspend the Service without prior notice if Customer violates § 4 4) to 6) of this Agreement.

6.2 Unauthorized access

RYDES may suspend the Service immediately without prior notice if RYDES becomes aware of a breach of the terms of this Agreement by end-customers, or if third parties gain unauthorized access to the Service.

§ 7 Technical Support and Maintenance

7.1 Roll out support

RYDES will provide the Customer with support for the initial roll-out of the service.

7.2 On-going support

RYDES will provide support and maintenance to the Customer in regards of the Service at RYDES’s discretion. RYDES offers technical support and maintenance within the operating hours between 9 a.m. to 5 p.m. CET. The Customer must consider maintenance periods approximately every four weeks, aimed to not affect Service uptime.

§ 8 Customer Support

RYDES provides customer service for the Customers administration team and employees within the operating hours between 9 a.m. to 5 p.m.

§ 9 Marketing and Communication

9.1 Marketing

The parties grant permission for mutual marketing and integration in public communication. In particular, the Customer grants RYDES a non-​exclusive, non-​transferrable right to use the Customer's name and logo for publication purposes. RYDES may name the Customer as a reference on its website or in other media including social media such as LinkedIn, Facebook or Instagram unless the parties have agreed otherwise.

9.2 Logo

The license to use the Service also includes the usage of materials such as the logo of RYDES. The parties will coordinate the respective use of the logo in advance.

§ 10 Confidentiality

The Customer undertakes to keep confidential and maintain secrecy for an indefinite period in respect of the content of this Agreement as well as any information becoming accessible in connection therewith that is referred to as being confidential or is recognizable under any other circumstances as involving business or trade secrets of RYDES and shall refrain from either disclosing, recording, passing on or exploiting the information, unless this is required to achieve the contractual purpose.

§ 11 Liability

11.1

To the extent permitted by applicable law, neither party will have any liability arising out of or relating to the Agreement. Exceptions to the limitation of liability are outlined in the paragraphs below.

11.2

The parties are liable without limitation for damages incurred due to willful or grossly negligent conduct by the respective party.

11.3

Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war.

11.4

To the extent that the contractual liability of the parties is excluded or limited, this also applies to the personal liability of employees, representatives and assistants of the parties.

§ 12 Termination

12.1

Either party may terminate the Agreement if the other party is in material breach of this Agreement.

12.2

Customer may stop using the Service on a monthly basis. The Customer shall give notice at least 15 days before the end of the billing period with effect for the following billing period. Otherwise, the termination will take effect in the period thereafter.

12.3

RYDES may terminate the Agreement for its convenience at any time.

12.4

If this Agreement terminates, the rights and access to the Service will be terminated and Customer will delete the relevant software and any content of the Service. Upon termination of the Agreement, the materials and rights (especially logos and labels) mutually provided under this Agreement may no longer used and must, where necessary, be returned. This does not include citing the cooperation for reference purposes.

§ 13 Final Remarks

13.1

Neither party may assign this Agreement or any of its rights or delegate any of its duties under this Agreement without the prior written consent of the other party, not to be unreasonably withheld. Notwithstanding the foregoing, RYDES may assign this Agreement, without the Customer’s consent, to its parent company or to any purchaser of all or parts of RYDES’s assets or business, or to any successor by way of merger, consolidation or similar transaction.

13.2

This Agreement is governed by and shall be construed in accordance with the laws of the Federal Republic of Germany.

13.3

The parties submit all their disputes arising out of or in connection with this Agreement to the exclusive jurisdiction of the Courts in Berlin. Germany.

13.4

If individual provisions of this Agreement, for any reason, should become totally or partly legally ineffective or invalid, then thereby the legal enforcement of the remaining provisions of this Agreement is not affected. In case of any inefficacy of individual provisions the invalid provision is valid automatically by that new valid provision as substituted, with economic consideration of the outline of objectives of this Agreement.

13.4

RYDES may make changes to the Agreement. Changes will become effective 6 weeks after notice is given by RYDES. If the Customer does not revoke the new terms of the Agreement within this period, the modified terms shall be deemed to have been accepted by the Customer.

By clicking “Accept”, you agree to the storing of cookies on your device to enhance site navigation, analyze site usage, and assist in our marketing efforts. View our Privacy Policy for more information.