TERMS & CONDITIONS SUBSCRIPTION

1.    INTERPRETATION

The following definitions and rules of interpretation apply in these Terms.

1.1    Definitions:

“Business Day”        means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

“Contract”    means these Terms.

“Customer”        means the person or business named on the Order Form with whom the Supplier has agreed to supply Goods and/or supply Services.

“Force Majeure Event”        has the meaning given to it in clause 15.

“Hardware”        means the hardware specified in the Order Form.

“Intellectual Property Rights”        means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

“Order Form”        means the completed digital order form for the Hardware and/or supply of Services, as completed in the Mobile Application. .

“Services”        means the supply, repair, management and maintenance services to be provided by the Supplier to the Customer as set out in the Order Form and further described in clause 9.

“Software”        means the software specified in the Order Form.

“Supplier”        means Ride Today Limited registered in Republic of Ireland with company number 746629, trading as Today.

“Terms”        means the terms and conditions set out in this document as amended from time to time in accordance with clause.

“Schedule 1” means the mobile application final point of sale checkout screen in accordance with the schedule.

2.    BASIS OF CONTRACT

2.1    These terms, with the Order Form, set out the basis on which the Customer is permitted to use the Hardware and/or Software, and/or Services. In the event of a conflict between these Terms and the Order Form, these Terms shall take precedence.
2.2    The Order Form is an offer by the Customer to subscribe to the Hardware and/or Services and/or licence the Software in accordance with these Terms.
2.3    The Order Form shall only be considered to be accepted when the Supplier issues written acceptance of it at which point and on which date the Contract shall come into existence (“Commencement Date”).
2.4    Any drawings, descriptive matter or advertising issued by the Supplier and any descriptions or illustrations contained in the Supplier’s website, catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods and/or Services referred to in them. They shall not form part of the Contract nor have any contractual force.
2.5    These Terms apply to the Contract to the exclusion of any other terms which are implied by law, trade custom, practice or course of dealing.
2.6    Any quotation given by the Supplier shall not constitute an offer and is only valid for a period of 30 days from its date of issue.
2.7    All of these Terms shall apply to subscription to the Hardware, supply of Services and the licence of the Software except where application to one or the other is specified.

3.    ORDERS AND SPECIFICATIONS

3.1    The quantity, quality and description of the Hardware or Services and any specification for them shall be as set out in the Order Form.
3.2    The Supplier reserves the right to amend any specification in the Order Form if required by any applicable statutory or regulatory requirements, and the Supplier shall notify the Customer in any such event.

4.    SUBSCRIPTION CHARGES

4.1    The Customer shall pay to the Supplier a refundable deposit to set up the contract. The Customer shall pay the subscription fees at the times and in the amounts specified in Schedule 1: The hire agreement and mobile application at the point of sale. Payment shall be due without previous demand or invoice and shall be made so as to be received by the Supplier in cleared funds on the due date or the next Business Day in the event the due date is not a business day. All payments must be made on time. The Agreement may be terminated by the Supplier in the event any payment due is not made within 14 days. Interest on later payments will be charged at 20% per annum.
4.2    In the event that payment is unsuccessful the Customer will be emailed and notified via the mobile application that the Supplier will make a further attempt to collect payment 12 hours from the first attempt. Where payment cannot be taken on the second attempt the Hardware will  shut down and will not be reactivated until payment is completed. Shut down will only occur when the vehicle is stationary and in the event of non-payment of subscription or a vehicle safety issue. The vehicle remains the responsibility of the Customer until the Supplier recovers the vehicle, within a 5-hour period. Recovery of the vehicle will incur a £25 fee which will be deducted from the Customer deposit.

5.    DELIVERY OF GOODS

5.1    The Supplier shall deliver the Hardware to the location set out in the Order Form. (“Location”). In the event the Customer requests an alternative delivery, the Supplier reserves the right to charge a fee of £25.
5.2    Delivery of the Hardware shall be completed on the completion of unloading of the Hardware at the Location.
5.3    The Supplier shall provide the Customer with a user session on delivery to ensure that the Customer is made aware of all features and safety requirements of the Hardware. It is the Customer’s responsibility to ensure they fully understand the operation of the vehicle prior to commencing use.
5.4    The Supplier shall have no liability for any failure to deliver the Hardware to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

6.    QUALITY OF GOODS

6.1    The Supplier warrants that, on delivery, the Hardware shall:
6.1.1    conform in all material respects with their description and specification as set out in the Order Form;
6.1.2    be free from material defects in design, material and workmanship;
6.1.3    be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
6.1.4    be fit for any purpose held out by the Supplier.
6.1.5    A condition report will be completed in the Customer’s presence on delivery and after each service.
6.2    Subject to clause 6.3, if:
6.2.1    the Customer gives notice in writing to the Supplier within a reasonable time of discovery that some or all of the Hardware do not comply with the warranty set out in clause 6.1;
6.2.2    the Supplier is given a reasonable opportunity of examining such Hardware; and
6.2.3    the Customer (if asked to do so by the Supplier) returns such Hardware to the Supplier’s place of business at the Customer’s cost,
the Supplier shall, at its option, repair or replace the defective Hardware.
6.3    The Supplier shall not be liable for the Hardware’s failure to comply with the warranty set out in clause 6.1 if:
6.3.1    the Customer makes any further use of such Hardware after giving a notice in accordance with clause 6.2;
6.3.2    the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Hardware;
6.3.3    the Customer alters or repairs such Hardware without the written consent of the Supplier;
6.3.4    the defect arises as a result of wilful damage, negligence, or abnormal working conditions; or
6.3.5    the Hardware differs from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
6.4    Except as provided in this clause 6, the Supplier shall have no liability to the Customer in respect of the Hardware’s failure to comply with the warranty set out in clause 6.1.
6.5    These Terms shall apply to any repaired or replacement Hardware supplied by the Supplier.

7.    TITLE AND RISK

7.1.1    The Supplier shall retain full title to the Hardware at all times during the Contract. The Customer’s rights to use the Hardware are as lessee only, with the rights to possession and use of the Hardware subject to these Terms.
7.1.2    The Customer is responsible for the risk of loss, theft, damage or destruction of the Hardware from the date of Delivery and throughout the Contract until such time as the Hardware is redelivered to the Supplier.

8.    INSURANCE

8.1    The Supplier agrees, subject to clause 9.1.2, to provide the Customer with third party insurance for the Term of the Contract. However, the customer is advised , or where clause 9.1.3 applies, is obliged to obtain their own insurance covering loss, theft, damage or destruction or in the event specific insurance is required for the anticipated use of the hardware, e.g. hire and reward. The Supplier is under no obligation to verify that additional insurance has been taken out.
8.2    The Supplier shall have the right to repair or have repaired any Hardware which is the subject of damage. The Customer Deposit will be used by the Supplier towards any excess. Costs incurred over and above the Deposit amount remain the responsibility of the Customer to settle with the Supplier or any third part engaged by the Supplier for these purposes. If the Supplier does not choose to do so, the Customer shall be liable to reinstate or repair at its own expense (but subject to any insurance proceeds) Hardware which has not become a total loss.
8.3    In the event of total loss or damage which is beyond economic repair, where the Customer not covered by fully comprehensive insurance, the vehicle will be valued at the lesser of £1,300 or the current depreciated value, as defined by the Supplier.

9.    CUSTOMER’S RESPONSIBILITIES DURING THE SUBSCRIPTION PERIOD

9.1    The Customer shall during the term of the Subscription Period:
9.1.1    Ensure that they comply with the requirements for use of the Hardware, being in possession of a full UK/EU driving licence and (where required) a Compulsory Basic Training (CBT) for the Hardware, and upload their government license check data (Postcode, National Insurance Number) link to the App. The Supplier will manually check the licence provisions;
9.1.2    Confirm that they are over the age of 18 for the purposes of the Supplier’s insurance purposes, have held a full UK/EU driving licence for two years or more,  and that they have no  more than six penalty points on their driving licence and no more than 1 at fault or no fault claim within the previous three years;
9.1.3    Understand that any and all penalty notices (Civil or private) are the sole responsibility of the Customer. In each case the Supplier will pass on your personal details to authorised third parties to pursue monies owed.
9.1.4    Where the Customer is not able to comply with clause 9.1.2, the Customer must provide evidence of their own fully comprehensive insurance policy covering loss, theft, damage or destruction;
9.1.5    Download and install the Today Software application (“App”), comply with all prompts given by the App and advise the Supplier promptly of any issues arising with use of the App;
9.1.6    ensure, on each occasion the Hardware is left in a location that is not the home address of the Customer, that the Hardware is in a location which is reasonably understood to be safe and secure;
9.1.7    ensure that on each occasion referred to in clause 9.1.2that a gold standard cycle lock is used, in addition to the wheel lock provided with the Hardware;
9.1.8    ensure that the Hardware is kept and operated in a suitable environment, used only for the purposes for which it is designed, and operated in a proper manner in accordance with any operating instructions;
9.1.9    make no alteration to the Hardware and shall not remove any existing component (or components) from the Hardware without the prior written consent of the Supplier;
9.1.10    maintain fully comprehensive insurance in respect of the Hardware;
9.1.11    not, without the prior written consent of the Supplier, part with control of (including for the purposes of repair or maintenance), sell or offer for sale, underlet or lend the Hardware or allow the creation of any mortgage, charge, lien or other security interest in respect of it;
9.1.12    not do or permit to be done any act or thing which will or may jeopardise the right, title or interest of the Supplier in the Hardware;
9.1.13    not suffer or permit the Hardware to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process, but if the Hardware is so confiscated, seized or taken, the Customer shall notify the Supplier and the Customer shall at its sole expense use its best endeavours to procure an immediate release of the Hardware and shall indemnify the Supplier on demand against all losses, costs, charges, damages and expenses incurred as a result of such confiscation;
9.1.14    not use the Hardware for any unlawful purpose; and
9.1.15    deliver up the Hardware at the end of the Subscription Period at such address as the Supplier requires, or if necessary allow the Supplier or its representatives access to the Location or any premises where the Hardware is located for the purpose of removing the Hardware, in which event the Supplier reserves the right to charge a fee for collection.

10.    SERVICE AND MAINTENANCE

10.1    In the event of a vehicle breakdown or incident the Supplier commits to provide rider rescue within 30 miles of the E10 7BT areas. Within this area the Customer will be taken to their home location. Outside this area the Supplier provides this service at their discretion additional costs may be imposed.
10.2    In the event the vehicle key is lost or stolen, the Customer must inform the Supplier immediately. A charge of £50 will be deducted from the Customer deposit for recovery. Where a new key barrel is required, the Customer subscription will continue without pause.
10.3    In the event of vehicle breakdown, the decision as to whether the warranty applies or the issue is caused by wear and tear or misuse, is at the discretion of the Supplier. Where the Supplier decides misuse was the cause, the Supplier reserves the right to terminate the contract immediately.
10.4    In the event of an incident, the decision as to whether the damage caused is the result of misuse, is at the discretion of the Supplier. Where the Supplier decides misuse was the cause, the Supplier reserves the right to terminate the contract immediately.
10.5    Subject to clause 10.4, the Supplier commits to provide replacement Hardware within three business days.
10.6    Where misuse applies, replacement Hardware will not be provided, and the Customer will be obliged to await repair. The Customer deposit will be used towards repair and the Customer will be offered the option of reinstating the deposit and recommencing the subscription, with replacement Hardware then provided within 5 business days, or terminating the contract.
10.7    Where clause 10.5 applies the Subscription will be paused during the period the Customer is without Hardware.
10.8    In the event the Customer disagrees with a Supplier decision relating to misuse or negligence, the Customer may appeal the decision in writing within 5 Business days.

11.    SUPPLY OF SERVICES

11.1    The Services shall consist of:
(a)    One routine maintenance service per 12 month period; and
(b)    the repair of any defect in or malfunction of the Hardware caused by reasonable wear and tear, which is discovered by the Supplier during the course of the service referred to at clause 11.1(a) or is reported to the Supplier by the Customer in writing from time to time.
11.2    The Customer is responsible for booking the routine maintenance service via the Supplier mobile application. Failure to do so may result in the Customer being liable for charges on repairs or maintenance.
11.3    Additional Services may be requested at the Customer’s expense.
11.4    Service of the Hardware shall be carried out by one of the Supplier’s suitably qualified and duly authorised representatives (“Representative”) attending at the Location at such times during the hours of 9.00 am to 5.00 pm (“Business Hours”) on a Business Day as may be agreed in advance between the Supplier and the Customer from time to time.
11.5    The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
11.6    The Services shall not apply to any defect in or malfunction of the Hardware which in the Supplier’s reasonable opinion has arisen as a result of:
(a)    transportation or relocation of the Hardware not performed by or on behalf of the Supplier;
(b)    any error or omission relating to the operation of the Hardware;
(c)    any modification, adjustment or repair to the Hardware made by a third party without the written consent of the Supplier;
(d)    the neglect or misuse of the Hardware by the Customer; or
(e)    any other cause (except fair wear and tear) which is not due to the neglect or default of the Supplier.

12.    INTELLECTUAL PROPERTY RIGHTS

12.1    All Intellectual Property Rights in or arising out of or in connection with the Services and the Software shall be owned by the Supplier. The Customer shall have no rights in or to the Software other than the right to use it in accordance with the terms of the licence pursuant to the Contract.

13.    DATA PROTECTION

13.1    The Supplier will use Customer Personal Data as set out in the Supplier Privacy Notice, which can be accessed at https://www.rideToday.io/privacy-policy .
13.2    The Hardware provides the Supplier with real time feeds detailing the driver, speed, general diagnostics and location of the Hardware. The Supplier reserves the right to utilise this information in assessing misuse or negligence in the event of a breakdown or incident.

14.    LIMITATION OF LIABILITY

14.1    All warranties, representations, terms, conditions and duties implied by law relating to fitness, quality and/or adequacy are excluded to the fullest extent permitted by law.
14.2    Nothing in this Contract shall exclude or limit the liability of the Supplier for fraud, death or personal injury due to the Supplier’s negligence, not exclude any other type of liability which it is not permitted to exclude or limit as a matter of law.
14.3    The Supplier shall have no liability to the Customer to the extent that the Customer is covered by any policy of insurance arranged as a result of this Contract and the Customer shall ensure that the Customer’s insurers waive any and all rights of subrogation they may have against the Supplier.

15.    TERMINATION

15.1    Provided the Customer is not in default with any of its obligations under this Agreement, the Customer shall be entitled to terminate this agreement by giving 10 business days’ notice in writing to the Supplier or opting not to auto renew in the case of a quarterly payment and returning the hardware in good repair and condition.
15.2    The Supplier may terminate the agreement in the event:
15.2.1     misuse occurs;
15.2.2    The Customer fails to pay any subscription charges or other sums payable under this Agreement in full within 14 days after the payments become due;
15.2.3    The Customer commits a breach of any other terms and conditions of this Agreement and (if capable of being remedied) fails to remedy such breach within 14 days of notification from the Supplier; the Customer does or causes to be done or permits or suffers any act or thing whereby the Supplier’s rights in the Hardware are prejudiced or put in jeopardy.
15.3    Upon termination of this Agreement in accordance with clause 15.2 the Customer shall;
15.3.1    no longer be in possession of the Hardware with the consent of the Supplier and shall at the Customer’s expense in good working order and condition and if the Customer shall fail to return or redeliver the Hardware within a reasonable time of being requested so to do by the Supplier, the Supplier may forthwith without notice take possession of the Hardware and for this purpose shall be entitled to enter into and upon any premises occupied by or under the control of the Customer;
15.3.2    be solely responsible for ensuring the safe-keeping, supervision and custody of the Hardware until it is returned or repossessed by the Supplier;
15.3.3    without prejudice to the Supplier’s rights to claim damages become immediately liable to pay to the Supplier an amount comprising the aggregate of:
15.3.3.1    all arrears with interest;
15.3.3.2    any costs and expenses incurred by the Supplier;
15.3.3.3    all and any other sums due under this Agreement.

16.    FORCE MAJEURE

The Supplier shall not be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control (a “Force Majeure Event”). The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for three weeks, the party not affected may terminate the Contract by giving five Business Days’ written notice to the affected party. Without limiting the foregoing, the following shall be regarded as caused beyond the Supplier’s reasonable control: Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; pandemic or epidemic; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Supplier or of a third party); difficulties in obtaining raw materials, labour, fuel, parts or machinery; power failure or breakdown in machinery.

17.    GENERAL

17.1    Complaints
17.1.1    Where the Customer has complaints or queries, it may contact the Supplier on: +44 (0) 7809561509 or operations@ridetoday.io
17.2    Assignment and other dealings
17.2.1    The Supplier may at any time sub-license, assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
17.2.2    The Customer may not without the prior written consent of the Supplier assign, transfer, or charge or purport to assign, transfer or charge this Agreement or its rights hereunder or lend out the Hardware to any person.
17.3    Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part provision of the Contract is deemed deleted under this clause 17.3 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.
17.4    Third party rights
17.4.1    Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
17.4.2    The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
17.5    Variation. Except as set out in these Terms, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
17.6    Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
17.7    Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.