Lease Agreement on Scootersharing
This lease agreement for a Scooter (hereinafter referred to as the “Agreement”) is executed between “Togo Georgia LLC” (T/N: 444552315) (hereinafter referred to as the “Lessor”), on the one hand, and the User, on the other hand, which are jointly referred to as “Parties”.
1. TERMS DEFINITION
Unless otherwise specified in the Agreement, the terms used in this document have the following meaning:
|User||A legal or natural person who has successfully passed the registration and authorization through the Authorized Application of the „TOGO GEORGIA“ in accordance with the terms of the Agreement.|
|Scootersharing Service||The Lessor’s services provided to the User in uninterrupted mode through the Authorized Application, which covers: (a) the User’s access to the Scooter data displayed in the Authorized Application; b) the right of the User to use the Authorized Application for searching, booking a choice and / or de-selecting an existing Scooter according to the preferences of the User, in accordance with the terms of the Agreement; (c) the access and personal use of Scootersharing (with limited use of the Scooter for business and / or other commercial purposes) in the Territory of Scootersharing; (d) placement of Scooters in the premises specified by the Landlord in the Authorized Application; (e) ensuring compliance of the Scooter with the condition specified by the Landlord in the Authorized Application; (g) provision of additional services provided for in the Agreement; (h) Motor Scooter insurance; and (i) any other services specified in the Agreement.|
|Scootersharing Territory||The territory marked in green in the Authorized Application.|
|Parking Zone||Territory in the Authorized Application, specially designated as parking zone, which will be used by the User to park the Scooter after use.|
|Motor Scooter||Means of transportation, which the Lessor leases to the User for short-term use under the conditions specified in the Agreement.|
|Authorized Application||The software application provided by the Lessor designed for electronic devices for registering and using the Scootersharing services by the User.|
|Electronic Device||The Electronic Device of the User connected to the Internet and working on the basis of the operating systems “Android” or “iOS”, allowing the User to use the Services of Scootersharing through an Authorized Application.|
|Registration||Completion of actions required in the framework of an Authorized Application downloaded to the Electronic Device.|
|Authorization||Acquisition of the right to use the Scootersharing Service by the User.|
|Personal Information||The identification information associated with the User, provided for by the Law of Georgia on “Personal Data Protection:” – personal data and biometric data.|
|Booking||User clicking the “Book” button in the Authorized Application.|
|Start||Pressing the “Start Rental” button by the User and after the opening of the Scooter, which means that the User has received the Scooter in the condition specified in the Authorized Application, which does not require additional documents.|
|Cancellation||Pressing the “Cancel” button by the User in the Authorized Application;|
|Completion||Pressing the button “Completing a reservation” by the User in the Authorized Application, which means delivery of the Scooter to the Lessor.|
|Normal Use||Use of the Scooter by the User with due attention and in full compliance with the terms of this Agreement, the Road Traffic Regulations and other requirements of the legislation of Georgia and / or public and private institutions, including also the obligation of the User to return the Scooter to the Lessor in the same condition as at the moment of commencement service provision.|
|Unauthorized Use||Use of the Scooter violating the Normal Use and / or any other requirements / obligations of the User in accordance with the Agreement.|
|Tariff||The fee set by the lessor for the Scooter sharing service without a crew, as specified in the Authorized Application.|
|Bank Account||A valid User’s bank account opened with a local or foreign commercial bank / financial institution, which allows the User to make payments to the Lessor for Scootersharing Services through a plastic card attached to the Bank Account.|
|Plastic Card||Valid bank debit or credit card of the User, the data for which are entered by the User in the Authorized Application and are used by the Lessor in the territory of Scootersharing for debiting and / or collecting any payments from the User.|
|Write-off||Debiting funds from a bank account without additional acceptance and / or consent of the User.|
|Traffic Rules||Traffic Rules, determined in accordance with the legislation of Georgia.|
|Traffic Accident||Any traffic accident defined as traffic accident by the legislation of Georgia.|
|Executive Bodies||Executive bodies that are defined so by legislation of Georgia.|
|Notification||Notification sent by the Lessor to the User through an Authorized Application and / or any other means of communication with the contact information provided by the User.|
2. AGREEMENT’S ENTRY INTO FORCE
2.1. The contract comes into force from the moment of its signing by the Parties.
2.2. Authorization is considered complete after the occurrence of the following circumstances: (a) the User uploads the Authorized Application to the Electronic Device; (b) User Registration in the Authorized Application (in order to avoid any doubts, User Registration in the Authorized Application is equal to the acceptance of all the conditions specified in this Agreement. Acceptance of the conditions by the User is confirmed by clicking the Authorized Application of the Crashing “rent.” Completion of registration by the User implies signing the Agreement); (c) identification of the User by the Lessor; (d) completion of the Authorization, as evidenced by the corresponding notice sent by the Lessor by e-mail to the User.
2.3. The completion of the Authorization is considered as the signature of the Agreement, in accordance with Article 2.1 of the Agreement, which will affect and be valid during the term of the Agreement.
3. THE SUBJECT OF THE AGREEMENT
3.1 According to the presented contract the Lessor provides the Kicksharing Services to the User, and the User agrees to receive such services in accordance with the terms of the Agreement.
3.2. Types of Scootersharing Services shall be determined in the Authorized Application, which defines the service conditions and tariffs.
4. STATEMENTS AND GUARANTEES
4.1. The User declares and guarantees to the Lessor that on the Date of the Agreement and during its term:
4.1.1. Will comply with the requirements of the Agreement and the Authorized Application;
4.1.2. The information and documents provided to the Lessor are accurate, complete, updated and valid.
4.1.3. Has the full right to enter into the Agreement and use the Services of Scootersharing.
4.1.4. Got acquainted with the terms and conditions of the Agreement and the Insurance Policy in a language and form that is understandable to the User, and agrees with the provisions contained therein;
4.1.5. Is aware and agrees with the unity of the Agreement, the Authorized Application, the annexes and any changes / modifications to it and has the full understanding and recognition that any changes / modifications to the Agreement, the Authorized Application and the annexes can be made unilaterally by the Lessor at any time during the effective period of the Agreement and if the User does not enjoy an appropriate right to terminate the Agreement, such changes / modifications will be mandatory for the User;
4.1.6. Grants the right to the Lessor during the term of the Agreement to save and / or process / use the Personal Information of the User and only for the purpose of rendering the services provided for by the Agreement, and transfer such information for further processing to third parties in accordance with the Law of Georgia on Personal Data Protection
4.1.7. Grants full and unlimited authority to the Lessor, at his individual discretion and also for tracking, checking, ensuring control of safety to install, replace, repair and use any devices and the equipment in the Scooter and out of it in order to determine location and the movement of the Scooter/the User/any third parties in the Scooter;
4.1.8. Is aware of the applicable Traffic Regulations in the Scootersharing Services Territory in force at the time of use of the Scootersharing Services, ride allowed zones and undertakes to comply fully and comply with such rules
4.1.9. ware of the exact geographical boundaries of the Scootersharing Territory and undertakes to constantly observe such boundaries when using the Scootersharing Services at any time;
4.1.10. Is aware of the exact geographical boundaries of the Parking Zone and undertakes to constantly observe such boundaries when using the Scootersharing Services at any time;
4.1.11. Fully understands the significance of current standards of use and undertakes to use a Scooter only in accordance with these standards.
4.2. The Lessor declares and guarantees to the User that as of the Date of the Agreement and during the term of the Agreement:
4.2.1. It has the full right to enter into the Agreement and provide Kicksharing Services;
4.2.2. The information contained in the Agreement and the Authorized Application is accurate, complete, updated and current;
4.2.3. It has sufficient resources to provide Scootersharing Services under the Agreement;
4.2.4. The Scooter complies with the conditions specified in the Authorized Application.
4.3. The statements and guarantees of the Parties constitute binding provisions, and their violation will be considered as a violation of the obligations under the Agreement.
5. RIGHTS AND OBLIGATIONS
5.1. Rights of the User
5.1.1. The User is authorized to require the Lessor to fulfill the obligations defined by the Agreement.
5.1.2. The User has the right to use the Services of Scootersharing in accordance with the terms of the Agreement;
5.1.3. If necessary, the User has the right to use the Additional Services.
5.2. Obligations of the User:
5.2.1. To accept and use a Motor Scooter in accordance with the terms of the Agreement, the Authorized Application and the legislation of Georgia and to ensure the normal use of a Motor Scooter;
5.2.2. To use the Scooter personally and ensure that third parties do not have access and / or ability to drive or otherwise use the Scooter;
5.2.3. To use a motor Scooter exclusively in the territory of Scootersharing;
5.2.4. To use the Scooter for personal use only; with restriction of its use for any commercial / entrepreneurial activity.
5.2.5. Not to allow any unauthorized use of a Scooter;
5.2.6. Upon completion of the lease, ensure the return of the Scooter in the same condition as at the beginning of the lease (Start).
5.2.7. During the use of the Scooter, to ensure compliance with the safety standards, proper use of the Scooter and return to the Lessor the object that does not have any flaws.
5.2.8. In the course of using the Scootersharing service always obey the traffic rules.
5.2.9. To provide access and use of the Authorized Application exclusively by the User with the prohibition to disclose any data (User name / password, other) to third parties
5.2.10. In case of change of any Personal information, contact and any other information and/or documentation provided to the Lessor, the User has to notify the Lessor on corresponding change immediately;
5.2.11. In case of any kind of traffic accident, or any circumstances foreseen circumstances specified in the Insurance policy and/or any other event which can lead to damage of the Scooter, its part and/or any documents and the equipment placed in the Scooter and/or to harming the User and/or any third party, the User is obliged to notify immediately on it the Lessor or police, is the Law and/or the Lessor requires so;
5.2.12. In case of any external interference during the period the User is consuming the Scootersharing Service, including private individuals and / or public officials, the user is obliged to notify the Lessor immediately and do not engage in any kind of dialogue or other communication with such persons without the direct consent of the Lessor.
5.2.13. At the beginning of rent (Start) the User has to check completeness of all documents and serviceability of the equipment provided by Article 1; and in case of any discrepancy or absence – immediately to notify the Lessor, otherwise, such action from User’s side is considered as completeness of documents and the equipment during Start. In that case the User will be obliged to refund to the Lessor any expenses on the replacement and/or repairs and/or replacement of such documents and the equipment and also the fixed commission fee of 100 (hundred) lari which is subject to Write-off from the bank account of the User without any additional consent.
5.2.14. To pay Scootersharing service tariff defined on an Authorized application through write-off. In case the User’s plastic card or/and banking account is expired/closed or is no longer in use because any kinds of reasons or the Lessor is not able to charge the price or other fees, user is obliged to inform the Lessor about such circumstance or replaces it or provides the Lessor with alternative bank account in no longer than one working day if such circumstance happens. Cancellation of plastic card or bank account does not eliminate the right of Lessor to require the User to cover the fees/arrears by means of any banking account including the cash payment. In terms of the individual discretion, Lessor is authorized to choose the method of payment mentioned above. Despite the mentioned above, if Lessor is not able to collect the payable fee or other fees in three working days that is not caused by Lessor’s inactivity, the Lessor is unilaterally authorized to cancel the Agreement and turn to action defined by legislation of Georgia with the purpose of requiring the payment and covering other relevant fees (including the state, notorious and legal service, enforcement fees and other fees).
5.2.15. The User is obliged to compensate any injury to the Lessor or/and scooter including the uninsured risks in terms of insurance policy, franchise, injury caused by an unauthorized individual or/and scooter in the course of enjoying Scootersharing service.
5.2.16. The User will not use any kinds of equipment or installation or/and implement the action, including but not limited, not uses a website, and/or an authorized application, or/and Scooter or/and equipment installed in the Scooter that raise a doubt/interferes to determine the location of the Scooter, checking safety or/and its monitoring.
5.2.17. At completion of rent, the User, in compliance with the Rules of the Road and the rules in the relevant Scootersharing Territory, ride allowed zones, has to leave the Scooter in such place allowing the Lessor to define a location of the Scooter which will not cause for the Lessor additional cost and/or payments and/or assignment responsibility; it is prohibited to leave the Scooter in any place other than the Parking Area, including the private/public Parking area; violation of this obligation gives the Lessor the right to impose on the User a one-time fine of not more than 50 GEL and imposes on the User the responsibility to pay all any other costs that have arisen due to violation of the Parking rules of the Scooter;
5.2.18. In the process of using Scootersharing Services, the User must ensure the functioning of the appropriate Electronic device and the constant communication between the Electronic device, the Internet and the Authorized application;
5.3. Rights of the Lessor
5.3.1. The Lessor has the right to require the User to fulfill obligations under the Agreement.
5.3.2. The Lessor has the right to collect, store and process, for the purpose of further verification and identification of the User, the User’s Personal Information and / or any information / document transmitted by the User to the Lessor during the term of the Agreement. In order to verify any Personal Information and / or any other information / document and / or to identify the User, the Lessor is authorized to additionally request information / document from the User and / or any person / state body;
5.3.3. In accordance with the Agreement and authorized application the Lessor is authorized to charge the bank account of the User for service fee or/and any expenses or/and taxes that have to be paid by the User in accordance with the Agreement and Authorized application.
5.3.4. The Lessor has the right for free and unlimited access, for the purpose of definition of a location, safety, inspection and control of the Scooter, to implement monitoring of the Scooter and/or the User and/or the third parties in the Scooter;
5.3.5. At its sole discretion, the Lessor may at any time suspend the User’s access to the Authorized Application and/or Scootersharing Services and/or terminate the Authorization / Registration;
5.3.6. At its sole discretion, the Lessor has the right to make any changes / additions to the Agreement, Authorized Application, Annexes and Services of kicksharing.
5.3.7. In the event that the User fails to fulfill the obligations stipulated by this Agreement and the current legislation of Georgia, the Lessor is authorized to apply any measures and/or take any of the following actions cumulatively and / or alternatively: (a) check that the actions of the User comply with the Agreement; (b) to prevent, suspend and / or interrupt the use of Scootersharing Services; (c) provide relevant private and/or state bodies with relevant information / documentation on the violation and/or non-fulfillment of this Agreement by the User; (d) charge and debit from the bank account any payment, including Tariff, private, public and/or municipal fees, fines, penalty, deductible, uninsured risks and any other expenses that were imposed on the User and/or Lessor as a result violations of the Agreement and current legislation of Georgia by the User of and/or any payments payable by the Lessor to third parties / state and / or related to the write-off of the amounts provided for in this article. The definition of the above right is the discretion of the Lessor and may cover cashless payments and other methods that are used in practice; (e) terminate the Agreement unilaterally.
5.3.8. In case of a Traffic accident, if the authorized representatives of the state (police) established the fault of the User, the Lessor will be entitled to impose a fine on the User in the amount of 200 (two hundred) GEL, what will be automatically debited from the plastic card; the User is also obliged to compensate any other fees related to the traffic accident.
5.4. Obligations of Lessor:
5.4.1. To provide the Scootersharing Service in accordance with the terms of this Agreement;
5.4.2. To Provide the Scooter to the User in that place and in such condition what is specified in the Authorized Application;
5.4.3. To notify the User of any changes to the Agreement of Scootersharing Service.
6. PRICE, OTHER FEES AND PAYMENT:
6.1. Tariff of Scootersharing Service is determined in an authorized application and includes all taxes defined by the Georgian legislation.
6.2. User is authorized to pay Scootersharing service tariff via any Plastic Card that is under Users lawful ownership and data/specifications of which are registered in Authorized Application.
6.3. In order to register Plastic Card in Authorized Application, User is required to enter data/specifics of his/her Plastic Card in Authorized Application and mark button “remember plastic card for future payments”.
6.4. Payment of the tariff is made by non-cash settlement through the bank account of the User. Before activating the User in the Authorized Application, the Lessor is entitled to charge the User’s bank account in a minimum amount of money – 7 (seven) lari for verification of the bank card. In any case, if the Lessor fails to withdraw from the bank’s bank account, the lessor is entitled to apply other methods of collecting, such as cash settlement, etc. Anyway, if the Lessor fails carry out settlement from the bank account, it will be entitled to apply other methods of collecting, such as cash settlement, etc.
6.5. In case of inability of the Lessor to write off the Tariff within 3 (three) working days from the date of payment, it will have the right to impose on the User a penalty of 1% of the debt sum for each overdue day.
6.6. The Lessor has the right to impose on the User any private, public and / or municipal charges, expenses, fines, penalties, deductibles, costs of uninsured risks and other amounts paid by the Lessor, including payment obligations that are indirectly related to the fulfillment of obligations by the User under the Agreement. Such payments will be carried out by writing-off from the User’s bank account. The User grants the Lessor an unlimited right to write-off such funds for his/her bank account without any additional notification. In case of non-payment of the money by the Lessor, the lessor is entitled to apply other payment methods, such as cash settlement, etc. If the Lessor does not receive the above mentioned funds by the way of writing-off, it will have the right to apply to other methods of collecting it, such as cash settlement and etc.
6.7. If the Lessor does not receive the sums listed in clause 6.4 within 3 (three) working days from the date of payment, it will be entitled to impose a penalty of 1% of the outstanding amount for each overdue day on the User.
6.8. In the event of an erroneous write-off of funds from the Lessee’s bank card, the Lessee has the right to contact the Lessor with his own signed Application for a refund of money in the form specified by the Company, with the application of documents confirming the erroneous transfer (checks / receipts, account statements) as well as a copy passports.
The Lessor shall not later than 1 (one) business day from the date of receipt of the Application send it to the partner bank, unless the Lessee’s funds were debited in accordance with the terms of the Agreement and the documents on the use of the Service. By agreement with the Company, the relevant statement may be sent by the Lessee to the mail indicated on the official website of the Lessor from the mailbox of the Lessee specified in his Account.
Money is returned by the partner bank of the Lessor to the bank account of the Lessee specified in the application for the return of funds, within 30 (thirty) business days from the day the partner bank of the Lessor receives the Application with the documents attached to it.
The procedure for returning funds is governed by the rules of international payment systems. Refunds in cash are not allowed.
6.9. The Lessor is entitled, at its sole discretion and without further obligations, to determine promotions and various bonuses periodically, which will be provided to the User through an Authorized Application.
7. PERSONAL INFORMATION
7.1. For the purpose of ensuring the provision of the Scootersharing Service, the User gives consent to transfer the personal information to the Lessor, on its inspection, storage and processing.
7.2. The consent provided in compliance with Article 8.1 of the Agreement is interpreted as granting the Lessor the right to process Personal Information in accordance with the conditions defined by the Law of Georgia “on Personal Data Protection”.
7.3. The User’s consent to the acquisition, store, maintenance, processing and verification of his/her personal information by the Lessor and any other information provided by the User, remains in force for the effective period of the Agreement.
8. CONFIDENTIAL INFORMATION
8.1. For the purposes of this Agreement, Confidential Information means any information that (a) the Lessor may acquire, receive (before or after the validity of this Agreement) in relation to the Kicksharing Services and/or in the process of using the Kicksharing Services and/or in relation to the Mobile Application and/or (b) refers to the content of the Agreement (or to any agreement concluded in accordance with this Agreement), the Mobile Application and applications.
8.2. Information is not Confidential Information if: (a) it is or becomes publicly available, except for violation of the Agreement.
8.3. The Landlord at any time ensures the non-disclosure of Confidential Information, with the exception of the following: (a) the requirements of the law or the state or other regulatory body, when the Landlord provides the User with a copy of the notice regarding the disclosure requirement and makes all the necessary changes and amendments required by the User and not contradicting the Landlord’s obligations ; or (b) for tax calculation purposes by either party to the tax authority; (c) if the information becomes public from a public source.
8.4. The Landlord is authorized, only for the purposes of the Agreement, in order to ensure the usefulness and further development of the Kicksharing Services, subject to the legislation of Georgia, to disclose the information provided for in the Agreement. Disclosure by the Lessor of such information is not considered a violation of confidentiality if the disclosure of information is carried out in compliance with the same conditions that are provided for by this Agreement.
8.5 The transfer by the lessor of information for the purpose of writing down such information and/or the transfer of information to domestic and / or foreign commercial banks/financial institutions in the event of the detection of a fraudulent transaction and/or the existence of reasonable doubts about the fraud of a certain transaction and/or the presence of an official complaint about a certain transaction as a violation of confidentiality in the case of an official request for such a transfer.
9.1. Any notification issued by this Agreement and/or Scootersharing Service shall be forwarded to the customer by the call/short message and/or e-mail.
9.2. Fast Notifications transmitted to the User, is considered to be provided, and the relevant information/conditions/requirements within the framework of the Fast Notification become mandatory for the User on the date when the Landlord sent such notification to the User.
9.3. In order to avoid any doubts, the Lessor is authorized to cumulatively and/or alternatively choose and use any form and method of Quick Notifications set out in this Agreement and/or the legislation of Georgia.
9.4. Any notice provided to the Lessor, based on this Agreement, and/or the Scootersharing Service must be sent by User using the contact information provided on the Lessor’s Website, in the form and method established on such website. Such notification shall be deemed provided to the Lessor at the date of confirmation by the Lessor of such receipt.
10. TERM OF AGREEMENT
10.1. The Agreement shall enter into force upon the consumer’s use of electronic equipment from the moment of acceptance of the provisions of the Scootersharing Service Agreement and is valid for an indefinite period until the Parties have terminated it.
10.2. The user may terminate the Agreement with the cancellation of Authorizations through an Authorized Application. In this case, the User must cover the Tariff and all other payables payable and not paid at the time of termination. The Lessor has the right to collect payables according to the methods listed in clause 6.4. and 6.5 of the Agreement.
10.3. The Lessor may terminate the Contract at any time by canceling the Authorization by means of sending Quick Notifications to the User. In this case, the termination of the Agreement does not deprive the Lessor of the right to require the User to fulfill all unpaid obligations and impose / collect payments on all Tariffs and payables payable at the time of termination.
10.4. After termination of the Agreement, the provisions and obligations arising from them, which obviously apply regardless of the validity of the Agreement, are retained for the period specified in this document. In the absence of such a specification, such provisions must survive indefinitely.
11.1. The Lessor is entitled to amend the contract unilaterally by sending the notification to the User at any time during the term of the contract. If the User does not terminate the contract, this will be considered as the customer accepted the amendment in this Agreement.
11.2. An amendment to the Authorized Application and / or any other applications and / or other document drawn up in accordance with the Agreement is interpreted as a modification of the Agreement.
12. FORCE MAJEURE
12.1. Neither Party shall be liable to the other Party and is exempt from liability for failure to fulfill his/her obligations or inadequate fulfillment if the reason for this is the insurmountable power (Force-Major) which it could not be predetermined. In addition, the party which claims force majeure circumstances, will be released from the contractual liability only to that extent and for that period what was caused by force majeure and will not be released from the contractual obligations of any other obligation that is not delayed by the force-majeure circumstances.
12.2. Under force-majeure is considered the circumstances (and not only):
- Natural disasters (fires, floods, earthquakes, storms, etc.);
- The declared or undeclared war, civil unrest, strike, lockout, mass disorder, sabotage, terrorist act, any kind of hostilities, terrorist acts, emergency situations, epidemics, blockade or any economic embargo;
12.3. The facts indicated in the abovementioned notice must be confirmed by the competent authority. Such a confirmation is not required if the case concerns a well-known fact.
12.4. The Party being in Force Majeure circumstances should immediately inform about it the other Party by means of any kind of communication (phone, mail, e-mail, courier and others). If such notice is not carried out within 5 (five) calendar days, the party is not authorized to indicate such circumstances except when the sending the notification is not failed by these circumstances.
12.5. Upon termination of force-majeure circumstances the Parties shall immediately continue to fulfill the obligations undertaken by the Agreement.
13. APPLICABLE LAW AND DISPUTE RESOLUTION
13.1. This Agreement is governed by and interpreted in accordance with the legislation of Georgia.
13.2. Any disagreement or dispute between the Parties in respect of this Agreement shall be resolved through negotiations. In case of disagreement, the parties may apply to the Tbilisi City Court. The parties agree and issue an agreement that the decision of the Tbilisi City Court in favor of the Lessor is subject to immediate execution in accordance with Article 268.11 of the Civil Procedure Code of Georgia.
14.1. The provisions of the Agreement supersede all previous negotiations, understandings or agreements relating to the same subject.
14.2. Unless the context otherwise requires, words in the singular include the plural, and in the plural, the singular.
14.3. If the words include, including or in particular, are used in this Agreement, they are considered to have the words “without limitation” after them.
14.4. The headings in this Agreement are for convenience only and do not affect the construction or interpretation of the Agreement.
14.5. If any provision or provision of this Agreement is or becomes invalid or illegal at any time, such invalidity or illegality does not affect the legality or validity of the Agreement as a whole or any other provision of the Agreement.
14.6. This Agreement is executed in Georgian, English and Russian languages and is uploaded to the Lessor’s Website. In case of discrepancy between the languages, Georgian version prevails.