Terms and Conditions - ONDE EAST FZCO 

These General Terms and Conditions (“T&C”) are an agreement between a legal entity you represent (“Partner”) and ONDE EAST FZCO, a company incorporated and acting under the laws of the United Arab Emirates. CBLS No 12080185, Legal Type: Free Zone Company, Est. Date: 26/04/2023, Legal Address: Premises Number: 29706 - 001, IFZA Business Park, Building A1, Dubai Digital Park, Dubai Silicon Oasis, Dubai, United Arab Emirates (“Onde”).

The T&C governs the Partner’s use of the Service and other Onde offerings referencing the T&C. If you are not acting on behalf of an organization, company, or other entity, the T&C continues to govern your use of any Onde products or services. You represent and warrant that: (a) you have full legal authority to bind the Partner to the T&C; (b) you have read and understand the T&C; and (c) you agree, on behalf of the Partner, to the T&C.

The T&C is effective on the date (“Effective Date”) when either:

• Registering for an account to access and use the Service (“Account”) via www.onde.app (“Website”) by consent to the T&C.
• Signing a Partner Agreement that equals to consent to T&C and modifies, supplements, or details the T&C setting payment terms, services, and other conditions. A Partner Agreement may change the T&C or have different terms that will prevail over the T&C’s ones.
• Giving electronic consent to the T&C in any express form.
• The Partner intends to use the Service and express it through email exchange, chat, or other inquiries and communication to Onde (“Inquiries”) and there gives consent to the T&C.
• By making payments under the documents, Onde sends the Partner based on the Inquiries. Such documents and conditions therein shall be deemed in the same way as the Partner Agreement.

The T&C starts on the Effective Date and is in effect until terminated. The T&C and the Partner Agreement are called the “Documents”.

1. Description of the Service, Works, and License

1.1 Software and Apps.

Onde owns web and mobile applications named “My Hub”, “Web App”, “Operator App”, “Onde Light”, “Driver App”, and “Customer App” among others (“Service”). The Service allows the Partner to render its own transportation and other services under the Documents.

1.2 Services and Works.

Per the Documents, Onde may provide/grant:

The scope of the Initial Works, Additional Works, and Other Works shall be detailed in the Documents. The Initial Works, Additional Works, and Other Works are collectively called “Works”.

Within the T&C, the term “Service” shall be interpreted to encompass the Branded Service, except in instances where the Branded Service is explicitly differentiated to suit contextual requirements.

Onde may provide Works to the Partner’s competitors without guaranteeing exclusivity in any territory. The Partner agrees that Onde employees and contractors may be Onde customers or clients. However, they may not use the Partner’s Confidential Information (defined below).

1.3 Third parties’ services.

The Service may include functions, content, and services from third parties, which Onde does not control. Once the Partner or the Customer clicks on a link to third-party services or content, they will be subject to the terms and conditions and privacy policy of that website, destination, or third-party service provider. Onde will not warn about leaving the Services or becoming subject to the terms and conditions or privacy policies of another website, destination, or third-party service provider. All links in third-party websites and advertisements will be used at the Partner's or Customer's risk, as these are not part of the Services and are not controlled by Onde. Onde does not endorse such third-party services and content, and in no event shall Onde be responsible/liable for any products/services of such third-party providers.

The Partner agrees to be bound by the following agreement: 1) Google Maps/Google Earth Additional Terms of Service link 2) Google Privacy Policy link 3) Google Maps Controller-Controller Data Protection Terms 4) Google Maps Platform Terms and Conditions link.

2. Use of the Service

2.1 Service Access and Account.

Onde may reject the Partner’s registration for the Account for any reason. In a dispute regarding the Account’s ownership, Onde may request some documents or information for verification. These documents may include a scanned copy of the Partner’s business license, government-issued ID, confirmation of the Partner’s employment status with an entity, or other evidence.

2.2 Multiple Accounts and Public Launch of Operational Areas.

The Partner can register multiple Accounts for different Operational Areas (defined below). When Works are rendered, Onde allows the Partner to launch Operational Areas in the Service.

2.3 Operational Area.

The Service and the Branded Service are supposed to operate for the Partner and the Customers (as defined below) within available to select regions chosen by the Partner for service provision (“Operational area”, or in the Service, it may be called “Company panel”, or “Panel”). The Operational Areas are distinct territorial segments that have delineated boundaries.

2.4 Service Availability and Features.

Onde updates and maintains the Service. Certain of the Service’s functions might not always be available to all the Partners, as they may become subject to change. Furthermore, Onde is not obligated to make all functions available in any jurisdiction. Onde may modify the Service or any part thereof for any reason, without notice and at any time, except where prohibited by the Documents or applicable law.

2.5 Service Usage and Brand Integrity.

The Partner is forbidden to (and forbidden to permit a third party to):

• Copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code.
• Sublicense, transfer, or distribute the Service;
• Sell, resell, sublicense, transfer, or distribute the Service
• Disrupt or otherwise harm, abuse, or interfere with the Service or its availability or accessibility.
• Use the Service if it is contrary to applicable law.
• Use the Service in a way that is not intended for misuse, fraudulent, or other illegal purposes.
• Impersonate Onde's brand or act as an Onde representative.
• Use Onde's intellectual property to give the impression of the affiliation with or belonging to the Partner.
• Use the Service for any purpose other than business activity.
• Work around, bypass, or circumvent any of the technical limitations of the Services.
• Use any tool to enable disabled functions in the Service.
• Access the Service using any robot, spider, scraper, or other automated means.
• Use the Service in a manner intended to avoid incurring payments under the Documents.

2.6 Legitimacy and Organizing.

Onde recommends that the Partner verify the compliance with applicable law, regulations, and industry standards of the Partner’s drivers, service providers, clients, service users, employees, agents, contractors, and to whom the Partner provides its services by the Service (all together, collectively “Customers”). The Partner is responsible for the compliance mentioned above. The Service is only a platform for facilitating the provision of services and isn’t liable for any results regarding the Service’s usage by the Partner or the Customers.

2.7 Manage Relationships.

The Partner serves as the Customers' primary contact, handling their complaints and requests. Onde only supports the Partner and isn’t a Customer’s support service.

2.8 Cover Expenses.

The Partner covers costs from referrals, discount offers, loyalty programs, promotional activities, and other incentive schemes.

2.9 Partner's License to Onde.

The Partner grants Onde a non-exclusive, non-compensated, non-sublicensable, non-transferable, worldwide, temporal, and revocable license to use the Partner’s intellectual property (“IP”) to develop and brand the Branded Service. This license includes reproduction, distribution, adaptation and modification, public display, performance rights, and the right to create derivative works. Upon termination of the Documents, Onde shall, in a reasonable period, cease all IP use and remove it from reasonably accessible materials.

2.10 Partner’s Logo.

The Partner grants Onde a non-exclusive, non-transferable, and irrevocable license to use its logo, trademark, or both (“Sign”) without compensation. The license aims to indicate that the Partner has been an Onde’s client. This clause shall remain in effect (survive) after the termination of any legal relationship between the Parties.

2.11 Roaming by Onde.

Passengers can use the Service through the same Partner but beyond the Partner’s Operational Area. In this case, another Partner will fulfill the services for such passengers. Both Partners have to agree to such transfers in the Service

If multiple Partners can fulfill services, they have equal chances in Onde’s Roaming mode (service allocation is primarily influenced by proximity). The Partner fulfilling the services sets the price. In the Service, the order will be recorded as an order completed by the Partner who provided the services.

3. Change request

3.1 Change request.

The Partner may request additional customization, features, or changes (“Change Request”), which can be conveyed to Onde via support request, contact with Onde’s partner's account manager, or both. Onde may approve or reject the Change Request; if approved, it will be deemed the Other Works. Onde may unilaterally require additional payment for the implementation of the Change Request. If the Partner disagrees with the change, their Change Request will be rejected, and results performed up to the rejection will be delivered. The payment agreed upon before rejection must be paid proportionally.

3.2 Change Request’s Ownership.

Onde will own additional customization, features, or changes developed under a Change Request and may be accessible to all Partners subsequently. The Partner who does not make the Change Request won't acquire IP and any rights from the results of the Other Works pursuant to the Change Request.

4. Ownership, intellectual property rights, and data

4.1 IP ownership.

The Service, the Website, and any associated content, whether registered or unregistered, including all artwork, text, illustrations, files, images, software, scripts, graphics, photos, sounds, music, videos, information, content, materials, products, services, URLs, technology, Documents, interactive features, trademarks, service marks, trade names, and other objects included with or available or which may appear and all IP rights to the same (“Onde’s IP”) are owned or operated by Onde, its licensors, or third parties. Except for the limited use rights granted in the Documents, the Partner is not granted any right, title, or interest in Onde’s IP. Any rights not expressly granted in the Documents are reserved. Onde retains full ownership of the intellectual property rights.

To avoid doubt, it is established that Onde exclusively owns the intellectual property rights to the Branded Service, which shall be deemed and construed as the Service since it is the Service that has been branded.

4.2 Partner's Data.

Content, communications, messages, files, documents, or other materials the Partner and its Customers upload to the Service remain the Partner's property (“Partner's Data”) except for personal or not sensitive data or both that will be used in Onde ID system, ownership to which will be owned by Onde for free.

The Partner grants Onde a revocable, non-exclusive, assignable, worldwide, sub-licensable, non-compensated license regarding the Partner's Data to access, process, use, and share it for the Service’s functioning.

4.3 The Partner's Data Legality.

The Partner must have legal rights to disclose and transfer the Partner's relevant Data to Onde for the Service and the Work performance, use, processing under applicable law, and the Documents. By uploading to the Service, the Partner confirms ownership of the Partner’s data and that it does not infringe on any third-party rights. The Partner is liable for the Partner’s data.

4.4 Storage of the Partner's Data.

Upon termination of the Documents, Onde will delete or anonymize personal data used to provide the Service except for the data utilized for Onde ID. Partner's Data will be kept if the Partner intends to return to the Service.

4.5 Generated Data and Consent.

Some data includes information such as how the Partner or the Customers interact with the Service, what features or settings are most preferred, the Service’s usage, diagnostic data, or similar data generated by the Partner's or the Customers’ use of the Service is referred to as “Generated Data”.

All proprietary rights, including intellectual property rights in and to the Generated Data belong to and are retained solely by Onde. The Partner and the Customer consent that Onde is entitled to access, use, collect, create, modify, distribute, process, share, maintain, and store for free the Generated Data for any purposes, including any product or service development, marketing, analytics, quality assurance, machine learning, artificial intelligence training (including for training and tuning of algorithms and models), testing, sale, improvement of the Service, or other products, services, and software, or any combination thereof.

If, for any reason, any rights in such Generated Data can’t be conferred upon Onde under this section 4, then the Partner grants Onde a perpetual, irrevocable, worldwide, exclusive, non-compensated, sub-licensable, and transferable license and all other rights necessary to enable Onde to exercise its rights pertaining to the Generated Data per this Section 4.

5. Payment terms

5.1 Payment, procedures, and details of payments.

5.2 Payment Methods and Auto Top-up.

As allowed by law, payments may be made via wire transfer, credit/debit card, or otherwise. Third parties may process these payments and charge their service fees (5.9). The Partner can set an “Auto top-up” option in the billing settings for auto-charging.

5.3 Individual Billing for Each Account.

Each Operational area and each Account is charged separately. Choosing/setting up a new Operational area will incur additional Support and Maintenance charges.

5.4 Voluntary Account Suspension and Reactivation Fees.

The Partner may voluntarily suspend the account for a maximum of 3 months free of charge if there are no outstanding payments. Payments for the License and the Support and Maintenance will be paused during the suspension until the Partner reactivates the Account.

The reactivation fee applies if the suspension is over 3 months but less than 2 years. Onde provides a Reactivation Fee upon request.

If the suspension exceeds 2 years and the Partner wishes to reactivate the Account, they must pay the Initial Works as described in the new Documents. This clause would expand onto the Partner if they seized legal relationships with Onde while its Account was suspended.

5.5 Payment Change.

Onde may change the previously agreed Support and Maintenance payment and the License fees. Onde will provide a 30-calendar day notice before any such changes. If the Partner doesn't agree to such a change, the Partner can terminate the Documents as to p. 8.2.a. paying previously set fees and payments.

5.6 Communication Expenses.

Onde uses multiple gateways to convey different system-required messages that may include verification of the Customers’ phone numbers and emails, one-time passwords, and other communications. The Support and Maintenance payment includes basic communication for user authentication, operations notification, and user state notification. Additional communication messages to Partner’s customers are possible if discussed and will be charged additionally.

5.7 Payment Delay.

If any payment or fee delay occurs, Onde, under its decision, may either a) impose a penalty of 0.5% of the total outstanding amount for every day of the delay (the total penalty amount is capped at 20% of the outstanding amount) or b) set off payments from the Customers to the Partner against the delayed payments or decline to impose any penalty.

5.8 Taxes, and VAT.

Fees, taxes, and other mandatory expenditures incurred by Onde and the Partner in connection with the Service are each's sole and exclusive responsibility. Fees do not include any taxes, duties, or assessments the Partner may owe for using the Service unless otherwise specified in invoices.

VAT is excluded from all prices and fees listed in the Documents. However, VAT, by law, may be included in invoices issued to the Partner.

5.9 Bank and Intermediary Fees.

At the unilateral discretion of Onde, the Partner may be required to pay any fees charged by banks or financial intermediaries for transferring funds, processing payments, or any other fees charged for a similar purpose.

Onde can add the fees to the Partner's invoices or increase prepayments/payments amount to cover the expected banks’ or intermediaries' applicable fees.

5.10 Invoicing.

Onde will send invoices reflecting the Works, the License fees, the Support and Maintenance, and other payments and fees. If the Works or License fees or the Support payment were already paid, such invoices will reflect the paid payments and fees as having been made.

Prepayment invoices will not be issued as prepayments are to be made based on the Documents.

Invoices will be delivered electronically to the email address specified by the Partner in the Documents. The details of the Partner’s legal entity are initially indicated in the Documents.

If the Partner wants to

• change the details of its entity, they have to contact Onde.
• change the email for receiving invoices, they may contact Onde or change it in the Service.

The Partner is responsible and bears all liability for not informing Onde of any changes in the information for sending invoices and details of its entity. Invoices sent to the listed addresses will be deemed appropriately delivered.

6. Credit and debit card payment processing

6.1 Setting Up Payments.

The Partner can process credit/debit card payments via the Service. To do this, the Partner shall register as a merchant account with a supported payment gateway provider, a list of which is to be provided by Onde.

6.2 Processing Gateway Integration.

Onde treats the integration of a new payment gateway as a development of the Change Request (Section 3).

6.3 Merchant Account, Card Data Security.

Onde doesn’t guarantee approval of merchant accounts with any of the integrated payment gateway providers. Registration of a merchant account with the desired gateway is the Partner's responsibility; Onde has no vendor management relationships. Onde can’t influence merchant account issuing protocols. Onde doesn’t store or access sensitive card information. Onde only secures tokens for future transactions, and limited card details, compliant with PCI DSS standards, are retained.

6.4 Charges and Fees.

Onde does not impose additional charges on credit/debit card processing. All fees are charged by the processing payment gateway directly through the Partner’s merchant agreement. Onde may include fees of the gateway provider into the Partner’s due payments and fees as per p. 5.9 of the T&C.

7. Suspension and termination

7.1 Termination and refund.

Either Party may terminate the Documents at any time with a 30-calendar day notice, bearing any outstanding costs.

The Partner can terminate the Documents after 14 calendar days of the Service’s unavailability, paying the outstanding payments and fees that emerged before this event.

Upon termination of the Documents, Onde will cease providing the License to the Partner, and the Partner will no longer be able to access its Account.

Any outstanding payments/fees owed to Onde by the Partner through the termination date will immediately become due and payable in full.

The Partner won’t be entitled to a refund for any fees or payments if

• The Partner has paid for the Works and they have been rendered.
• The Partner has paid for the Works and the Partner changed their mind.
• The Partner has paid for the Works and they are being rendered (in the rendering process).

The Partner is entitled to a refund if Onde is at fault or the law requires, for example, if the Works were improperly performed or were not performed.

7.2 Onde's Rights to Terminate the Documents, Suspend or Restrict the License

Onde may, for convenience, unilaterally terminate the Documents, restrict the License, or suspend the License if the Partner:

• Doesn’t settle the outstanding Balance.
• Provides access to its developing account for the Works while violating third-party policies of the owners of the developing account.
• Doesn’t provide required details and requisites, including granting access to the developer account(s) within a reasonable or agreed period to complete the Initial Works.
• Violates provisions of the Documents, especially p. 2.7.

7.3 Grace Period.

Onde may provide a period to remedy the cases above. In this case, Onde may initially restrict access to the Account and then suspend the License, giving the Partner a period to remedy the case. The quantity of days to remedy the case is determined at Onde’s discretion and is seen in the Service or by contacting Onde.

Note that a) When the Account is restricted, the Service is still active and operates, but the functions available in the Service are limited. When the Service is suspended, the Service is disabled for the Account; b) even if suspended, the Partner may re-reactivate the Account per Section 5.

8. Liabilities of the parties

8.1 Exclusion of Damages and Limitations.

The Service is a technical solution distributed in the “AS IS” and “AS AVAILABLE” forms. Therefore, Onde, its affiliates, and other parties involved in creating, distributing, or delivering the Service will not be liable for:

• Any results/actions from the Service or services rendered or rendered using the Service by the Partner or the Customers.
• Lost profits or revenues.
• Loss of data, goodwill, or business opportunities.
• Indirect, incidental, or consequential damages.
• Service interruptions or downtime.
• Harm to computers, mobile systems, or other devices.
• Costs to obtain substitute services.
• Business interruption or loss of business information.
• Unauthorized access to or loss of the Partner data.
• Termination, suspension, or discontinuance of the Service.
• Partner’s internet connectivity issues.
• Interrupted service due to potential external failures.
• Failure to provide technical or other support.
• Copyright infringement or other violations related to the content uploaded to the Service.
• Misuse, alteration, or unauthorized access to a Partner's data caused by a third party.
• Onde has been forbidden from providing the Works by applicable law.
• Partner’s and third parties related compliance with applicable law.

Note that the Branded Service will be uploaded to the Partner’s developer account(s). The Branded Service doesn’t violate the rules of the marketplace(s) it will be uploaded to. Only the Partner will be able to use and employ the Branded Service and, therefore, shall be liable for any result of the usage (including banning of the Partner’s developer accounts).

8.2 Cap on Onde’s Liability.

Suppose the disclaimer in Section 8.1 is deemed unenforceable. In that case, Onde's total liability—and that of its affiliates and other parties involved in providing the Service—shall not exceed the Partner's total Service payments made 12 months before the event that triggered the liability claim.

8.3 Cap on the Partner’s Liability.

The Partner's total liability, including that of its affiliates and Customers, is capped at the amount the Partner paid for the Service in the 12 months preceding a liability event, except regarding violations of Sections 2.7, 5, and 8.5, to which this cap does not apply.

8.4 Disclaimer of Warranties.

The Partner uses the Service voluntarily and at its own risk. To the fullest extent permissible under applicable law, Onde disclaims all warranties or other terms, express or implied, including implied warranties or terms of satisfactory quality, merchantability, or fitness for a particular purpose. Onde does not warrant:

• the Service, or any of its functions, will be uninterrupted or error-free;
• defects of the Service will be corrected;
• any part of the Service is free of viruses or other harmful components, including whether updates will automatically download when installed or will be available depending on the Partner's device;
• correctness, accuracy, timeliness, and reliability of the Service.

8.5 Indemnification.

Despite other limitations on liability, the Partner agrees to defend, hold harmless, and indemnify Onde, personnel, successors, and assigns for any claims, losses, or damages that may arise from:

• The Partner’s or Customers’ use of the Service
• The Partner's content provided through the Service
• Any violation, breach, or failure to comply with the Documents
• Any breach of the Partner’s representations, warranties, or promises

This includes paying Onde’s reasonable attorneys fees, regulatory response costs, and other expenses related to the above.

If a claim or demand falls under the Partner's indemnification obligations, the Partner agrees to assist Onde in mounting a defense.

Onde reserves the right to fully control the defense and settlement of any claim subject to this indemnification. If Onde does so, the Partner agrees to cooperate with that defense.

9. Applicable law. Dispute resolution

9.1 Governing Law.

The Documents shall be governed and interpreted by the laws of the United Arab Emirates without considering any conflicts of law provisions or rules.
 

10. Confidentiality

"Confidential Information" - non-public information about a party’s business, including business strategies, processes, formulas, software, customer lists, pricing, financials, marketing data, etc.

The parties agree only to use Confidential Information to perform their duties under the Documents. Reasonable steps will be taken to prevent unauthorized use or disclosure of Confidential Information.

Exceptions (require a written notice thereof is a reasonable time):

• Disclosure to employees, agents, or contractors who need access to perform duties under the Documents and are bound by similar confidentiality obligations.
• Required by law, regulation, or court order.
• A party allows another one to disclose a portion of the Confidential Information.

Information is not considered Confidential if the disclosing or receiving party can prove:

• It was already public or known when disclosed.
• It was independently developed without using or referencing the Confidential Information.
• It was rightly obtained later from another non-breaching source.

11. Miscellaneous

11.1 Documents Changes.

The Documents may be changed only by other Documents

11.2 T&C Changes.

Onde may amend the T&C without cause. Notice is given by email 15 or more days before changes take effect. If the Partner rejects changes, it can terminate the Documents before the effective date. Continued Service use after the effective date signifies consent.

11.3 Electronic Communications.

Electronic messages (email, in-service messages) carry the equivalent of written documents. “Written” shall mean any visible form that enables information recording and display.

11.4 Contact Information Changes.

Both parties will promptly communicate legal/contact detail changes, or else prior details remain valid. Initial contacts are defined in the Documents.

11.5 Prevailing Language.

If discrepancies exist, the English T&C version prevails over other translations.

11.6 Severability.

Should any provision of the Documents be unenforceable, the rest remain unaffected and in effect to the fullest extent permissible by law. Moreover, such invalid provisions shall be replaced by valid provisions of the applicable law, which contain the most similar provisions that convey the same purpose or kindred spirit of invalid ones.

11.7 Legal Compliance.

Onde complies with governmental, court, and law enforcement requests or requirements relating to the provision or use of the Service or information provided to or collected under the T&C. Onde reserves the right to report the Partner's Data to law enforcement at our sole discretion.

11.8 Assignability.

The Partner cannot assign the Documents without Onde’s written consent. Onde can assign it without consent.

11.9 Conflicts.

The T&C is available in multiple languages. If there is any discrepancy between the language versions, the English version of the T&C shall prevail.

11.10 Effect of Termination.

Any provision or condition that must survive to fulfill its essential purpose will survive the termination of the Documents, including Section 4,8,9,10.

11.11 Other documents.

The Documents, including other documents or terms that reference the T&C incorporates, constitute the Parties’ entire understanding of the Service’s provision and use.

Publishing date: 01.09.2024

Email for contacting Onde: hi@onde.app

Effective period: from 01.09.2024