1. DEFINITIONS AND INTERPRETATION
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1.1. Definitions
- ) is available to the public other than because of any breach of these Conditions;
- ) is, when it is supplied, already known to whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others;
- ) is independently obtained by whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others; or
- ) is trivial or obvious.
- ) words in the singular shall include the plural and in the plural shall include the singular;
- ) reference to a person includes a legal person (such as a limited company) as well as a natural person;
- ) reference to these Conditions includes the Schedules and other documents attached to it or incorporated by reference into it (all as amended, added to or replaced from time to time);
- ) references to clauses shall be to those in or to these Conditions;
- ) clause headings are for convenience only and shall not affect the construction of these Conditions;
- ) reference to "including" or any similar Conditions in these Conditions shall be treated as being by way of example and shall not limit the general applicability of any preceding words; and
- ) reference to any legislation shall be to that legislation as amended, extended or re-enacted from time to time and to any subordinate provision made under that legislation.
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Account: means an account which has been opened by Preimo and which is identified by way of a confidential security number (the "Customer Account Number") allocated to the Customer by Preimo.
App: means the Preimo mobile application (where provided by Preimo) through which Bookings can be made and/or cancelled.
Applicable Law: means all statutes, statutory instruments, regulations, regulatory requirements, by-laws, ordinances, subordinate legislation and any other laws which apply to these Conditions and the Services in any relevant jurisdiction from time to time.
Booking: means the Customer’s order for Services as communicated to Preimo via the Communication Channels, and made using the Customer Account Number, and includes an On Demand Booking and/or by way of execution of athe Statement of Work.
Business Day: means a day other than a Saturday, Sunday or public holiday in United Arab Emirates, and business hours shall be construed as 9.00am to 5.30pm on a Business Day.
Cancellation Charge: means the charge payable by the Customer for cancellation of the Services, as stated in Schedule 3 of these Conditions under ‘VIII. Cancellation Charges’, or as agreed to in athe Statement of Work where applicable.
Charges: means the charges payable by the Customer in relation to a Booking and the Services calculated in accordance with the Price List, and any other charges applied by Preimo in accordance with the Service Description and these Conditions and/or, as agreed to in athe Statement of Work where applicable.
Chauffeur: means a driver who drives a Passenger Vehicle.
Communication Channels: means the methods available to notify Preimo, make or cancel a Booking as set out in the Service Description.
Conditions: means the terms and conditions of this agreement (including the Schedules) as amended from time to time.
Confidential Information: means all information (whether written, oral or in some other form) disclosed to or obtained by one party (whether directly or indirectly) from the other (whether before or after the signing of this agreement), including all information relating to the other party’s business, operations, systems, processes, products, trade secrets, know-how, contracts, finances, plans, strategies or current, former or prospective clients, customers, partners or suppliers (together with copies made of any of the foregoing) and which information is marked as being confidential or might reasonably be assumed to be confidential, but excluding information which:
Data Protection Legislation: means the Federal Decree-Law No. (45) of 2021 of the United Arab Emirates.
Disruption Event: means any event which causes material disruption to the transport network and will include, without limitation, strikes, transport network staff shortages, metro and rail closures, road works and closures, severe weather, national holidays, Events, or other circumstances with an unforeseen impact on supply and demand.
Drop-off Address: means the address stated by the Customer at the time of making the Booking as the address to which the Passenger Vehicle shall drop the Customer or any Passengers.
Effective Date: means the date mentioned at the head of the Order Form.
Event: means any planned gathering of persons, including a seminar, conference, trade show, concert, sporting competition, party, weddings, festivals, exhibitions, etc.
Force Majeure Event: means any circumstance not within a party's reasonable control including, without limitation: (a) acts of God, flood, drought, earthquake, storm, snow, strong winds, hurricane or other natural disaster; (b) epidemic or pandemic; (c) terrorist attack or threat of terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) nuclear, chemical or biological contamination or sonic boom; (e) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; (f) collapse of buildings, fire, explosion or accident; (g) any labour or trade dispute, strikes, industrial action (including, without limitation, rail or tube) or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party); (h) non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and (i) interruption or failure of utility service.
Good Industry Practice: means in relation to any undertaking and any circumstances, the exercise of that degree of diligence, prudence and foresight which would reasonably and ordinarily be expected from an experienced provider of services the same as or similar to the Services.
Inclusive Waiting Time: means the waiting time of 10 minutes, allocated to each Customer for the relevant Service, except for airport Bookings for arrival at international airports located in Dubai, Abu Dhabi and Sharjah.
Intellectual Property Rights: means patents, patentable rights, copyright, design rights, utility models, trade marks (whether or not any of the above are registered), trade names, rights in domain names, rights in inventions, rights in data, database rights, rights in know-how and confidential information, and all other intellectual and industrial property and similar or analogous rights existing under the laws of any country and all pending applications for and right to apply for or register the same (present, future and contingent, and including all renewals, extensions, revivals and all accrued rights of action).
Minor: means children of less than 13 years of age.
On Demand Booking: means a Booking where the Booking Form (or a Booking request on the App) is received by Preimo within 4 hours prior to the start time of the Service.
Passenger(s): means the Customer and such persons who the Customer shall authorise and/or permit to make use of the Passenger Services or any other person who makes use of the Passenger Services booked by the Customer (each Passenger, in each case, is deemed to have accepted these Conditions when making use of the Passenger Services).
Passenger Obligations: means the obligations of the Passenger as stated in Schedule 1.
Passenger Services: Passenger services means the transportation of Passengers (together with any luggage) by a Passenger Vehicle.
Passenger Vehicle: means a vehicle used for the transportation of Passengers.
Personal Data Breach: means the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to any Processed Data.
Pick-up Address: means the address stated by the Customer at the time of making the Booking as the address from which the Passenger Vehicle shall collect the Customer or any Passengers.
Preimo System: means the information technology facilities or services (including equipment, software and related documentation) owned or licensed by Preimo and used in the provision of the Services as varied, updated and renewed from time to time, which may include the App.
Price List: means Preimo price list annexed at Schedule 2, as may be amended from time to time.
Processed Data: means personal data provided from the Customer to Preimo in relation to the Services.
Representatives: means the individuals or team from (i) Preimo and (ii) the Customer who are responsible for the co-ordination of all matters relating to the provision of the Services.
Schedule: means the schedule(s) annexed at the end of these Conditions.
Service Description: means the description of the Service(s) and the Charges annexed as Schedule 2 or as agreed to under athe Statement of Work.
Services: means the Passenger Services supplied by Preimo to the Customer and the Passenger as set out in the Service Description.
Statement of Work: means the statement of work to be agreed and executed between the Parties in the format annexed as Schedule 7 in relation to each Event as may be required by the Customer.
Territory: means United Arab Emirates, however in relation to pick-up of Passengers, only the emirate of Dubai and international airports located in Abu Dhabi and Sharjah.
Term: means an indefinite period of time until terminated by either party in accordance with clause 11.
1.2. Interpretation
1.2.1. In these Conditions unless defined otherwise or the context otherwise requires:
2. BASIS OF AGREEMENT
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2.1. These Conditions operate as a framework under which the Customer may, from time to time, order Services to be provided by Preimo. If the Customer continues to make Bookings after the expiry or termination of any applicable contract term, then these Conditions will apply to any such Booking.
2.2. The Customer appoints Preimo and Preimo accepts the appointment as the Customer’s preferred supplier of the Services.
2.3. Preimo shall supply the Services in the Territory to the Customer in accordance with the Service Description, the Conditions and Schedules in all material respects. Each such Booking, once accepted in accordance with clause 2.4, shall constitute a separate contract for the provision of the Services specified in such Booking, subject to these Conditions.
2.4. The Booking constitutes an offer by the Customer to purchase Services in the Territory in accordance with these Conditions. For the avoidance of doubt, such Booking shall be made using one of the Communication Channels and in the form prescribed in Schedule 4 or such other form as prescribed by Preimo from time to time. The Booking shall only be deemed to be accepted by Preimo when Preimo issues written acceptance of the Booking via text message (to the registered mobile number of the Customer or the Passenger), email (to the registered email address), via the App or commencement of the Service (whichever is the earlier), at which point and on which date and time a contract for the delivery of those services to which the Booking relates shall come into existence. The Passenger, in each case, is deemed to have accepted the Conditions when making use of the Passenger Services. Each Booking constitutes a contract between Preimo, the Passenger, and the Customer (“Contract”). For the avoidance of doubt, the Customer agrees to remain fully liable under these Conditions for the actions or omissions of the Passenger as if they were the actions or omissions of the Customer and Preimo’s obligations to the Passenger will be determined by these Conditions as if they were the Customer.
2.4.2.5. Where a Booking is made by executing a Statement of Work, each Statement of Work will be a separate Contract between the Customer and Preimo, which shall be governed by these Conditions.
3. SUPPLY OF SERVICES
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3.1. Preimo shall use reasonable endeavours to meet any performance dates and times specified in the Schedules, or agreed with the Customer in writing, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.2. Preimo reserves the right to amend the Services if necessary to comply with any Applicable Law, or if the amendment will not materially affect the nature or quality of the Services.
3.3. Preimo may, at its sole discretion, grant the Customer standby access to Services during the periods when the Passenger Vehicle(s) is parked at the Customer(s) premises, in accordance with clause 4.1(f). This standby access will allow the Customer to request the use of the Services on an ad-hoc basis, subject to prior commitments, scheduling, operational considerations and the discretion of Preimo. While on standby, Preimo will not be obligated to commit to any specific booking or reservation, unless otherwise a Booking is made in accordance with the Conditions of this Agreement.
3.4.Preimo warrants that:
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a) the Services shall be performed with reasonable care and skill; and
b) the Services will be provided in accordance with Good Industry Practice.
If any of these warranties are breached, the Customer must notify Preimo in writing as soon as possible. The Customer must give Preimo a reasonable time to remedy the breach, including (in Preimo's discretion) by re-performing any relevant Services. This will be done without any additional charge to the Customer. If Preimo is able to do this within a reasonable time, this shall be the Customer's sole and exclusive remedy in relation to such breach and Preimo will, have no other obligation or liability in relation to such breach.
3.6. Preimo will not allow unaccompanied Minors to travel alone in a Passenger Vehicle. In exceptional circumstances and subject to the parent/guardian’s consent, which the Customer must obtain and provide to Preimo along with a Booking, Preimo may allow Teenagers to travel unaccompanied, provided that when making a Booking for any unaccompanied Teenager, the Customer must inform Preimo that an unaccompanied Teenager will be travelling. Where a Booking is accepted for an unaccompanied Teenager, Preimo will not deviate from the Drop-off Address except in an emergency. Preimo may, at its discretion, decline to accept such Booking and shall not be liable to the Customer or be deemed to be in breach of these Conditions if it declines to accept such Booking. Preimo does not accept any additional responsibility for any Teenager, who travels unaccompanied in a Passenger Vehicle.
3.6. Other than in relation to airport Bookings for arrival at international airports located in Dubai and Abu Dhabi, where the waiting time shall be as set out in clause 3.7 below, each Customer shall have 10 minutes inclusive waiting time ("Inclusive Waiting Time") for the relevant Service. Waiting time shall be charged from the 11th minute onwards in accordance with the provisions of clause 3.8 below.
3.7. In the event:
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a) The Customer or the Passenger does not arrive for more than 90 minutes (in case of Booking for arrival at an airport;
b) The Customer or the Passenger does not arrive for more than 15 minutes (in case of Booking (other than those for arrival at the airport);
Preimo may, at its sole discretion, designate the Booking as a “No Show” and cancel the Booking. 100% of the Charges shall apply and be payable by the Customer in relation to a No Show, in addition to the charges for Additional Waiting Time.
3.9. Preimo shall, with effect from the Effective Date, obtain and maintain during the Term the minimum insurances in relation to its operations as required by Applicable Law.
3.10. If the Customer or the Passenger leaves any property in a Passenger Vehicle, Preimo will not be responsible for such property. Where a Chauffeur finds such property, Preimo will use reasonable efforts to store the property for 28 days and the Customer can contact Preimo by sending an email to [email protected] with the Booking number or journey information to have the property returned for which a charge may apply. Please refer to our detailed terms and conditions to Preimo’s lost and found policy available on the App and annexed as Schedule 6 of these Conditions.
4. CUSTOMER'S OBLIGATIONS
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4.1. The Customer shall:
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a) ensure that the Booking form (as provided in Schedule 4) and/or any information required on the App, and any additional information requested by Preimo at the time of Booking is complete and accurate;
b) co-operate with Preimo in all matters relating to the Services;
c) without prejudice to clause 4.2, ensure that it only allows authorised persons to access and use the Services on its behalf;
d) comply with, and ensure its Passengers comply with, the Passenger Obligations;
e) provide Preimo, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by Preimo to perform the Services;
f) allocate and maintain 3 designated parking spaces, in a garage, within the Customer’s premises at all times, during the Term of the Agreement. Such parking spaces shall be designated and located in areas that ensure ease of entry and exit of the Passenger Vehicle(s) and Chauffeur(s) and the Customer shall be responsible for maintenance and upkeep of the designated parking spaces, including keeping them free from any obstructions or vehicles not associated with Preimo.
g) ensure that Preimo has, at all times, the right to utilise the parking area of the Customer, as an additional base for the provision of Services;
h) allocate and maintain a designated air-conditioned waiting area within the Customer’s premises as a waiting area for the Chauffeur(s). This area shall be equipped with a seating area and provide sufficient space to accommodate a refrigerator to store amenities, such as bottled water, refreshments and towels for the Chauffeur(s) during their wait times. Preimo may, at its sole discretion, provide the refrigerator and seating area for the chauffeur waiting area however, Preimo will not be obligated to do so. The Customer shall be responsible for maintenance and cleanliness of the designated chauffeur waiting area including but not limited to ensuring the refrigerator provided by Preimo is in working order.
i) promptly provide Preimo with such information as Preimo may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
j) provide Preimo, on a regular basis, with authorised users' email addresses for the purpose of registering and setting up authorised user profiles on behalf of the Customer, and shall obtain the necessary permissions and consents of the authorised user to share such information with Preimo;
k) work with Preimo to successfully onboard the Customer’s authorised users (including travellers and bookers) by providing Preimo with consensual and authorised user/employee data (including but not limited to; first name, surname, employee title, work email address, work mobile number) using the customer on-boarding form annexed as Schedule 4 of these Conditions. Only authorised user profiles will have access to the Services;
l) agree and deploy appropriate internal communications plan to support onboarding of authorised users and provide information on the process and agreement for accessing, booking and using the Services, as set out in these Conditions; and
m) throughout the Term, cooperate with Preimo to develop suitable communications to be sent to persons authorised to use the Services.
4.2. Preimo shall be entitled to treat any Booking made referencing the Customer Account Number as duly authorised by the Customer and the Customer shall be liable in respect of all Charges relating thereto.
4.3. If Preimo's performance of any of its obligations under these Conditions or any contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation ("Customer Default"):
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a) without limiting or affecting any other right or remedy available to it, Preimo shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations;
b) Preimo shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Preimo's failure or delay to perform any of its obligations; and
c) the Customer shall reimburse Preimo on written demand for any costs or losses sustained or incurred by Preimo arising directly or indirectly from the Customer Default.
4.4. The Customer represents, warrants and undertakes that:
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a) it has the power and is duly authorised to enter into, perform and comply with its obligations including, for the avoidance of doubt, procuring compliance by itself and its Passengers with the Passenger Obligations, under these Conditions;
b) these Conditions are executed by an authorised representative of the Customer;
c) it has obtained and shall maintain for the duration of these Conditions all regulatory consents, licences, registrations and approvals necessary for it to comply with its obligations under these Conditions;
d) its entry into these Conditions and its performance of and compliance with its obligations under these Conditions does not violate any restriction imposed by any Applicable Law, or the Customer’s memorandum, or articles of association, or any other agreement to which it is a party;
e) it has the financial resources necessary to meet its obligations under these Conditions;
f) no circumstance described in clause 11.2(c) has occurred in respect of the Customer during the 12 Months preceding the Effective Date; and
g) it shall ensure that its Account, which may contain payment card details, shall not be shared with any unauthorised persons (including unauthorised users of the related payment card), and that it shall be responsible for any Bookings made in connection with its Account.
4.6. The Customer undertakes to Preimo that it shall not (and procure that none of its affiliates or subsidiaries shall) at any time during the period of 24 Months commencing on the date of termination of this agreement, offer employment to, enter into a contract for the services of, or otherwise entice or attempt to entice away from Preimo, any person who had been employed or directly or indirectly engaged by Preimo, or procure or facilitate the making of any such offer or attempt by any other person.
5. CHARGES AND PAYMENT
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5.1. The Customer shall pay the Charges, as invoiced by Preimo. Save where the prices are agreed under a the Statement of Work between the parties, tThe Parties agree that the Price List and the Charges may be revised annually by Preimo, and in such an event, Preimo shall provide the Customer with a 30 days’ notice, prior to such revised charges becoming applicable, via the App, text message, email, or any such mode of communication, as provided by the Customer.
5.2. Notwithstanding the provisions of clause 5.1, Preimo reserves the right to increase the Charges and to vary any other charges or discounts provided to Customers from time to time in its sole discretion, including after a Booking is made and including without limitation to reflect changes in law, statute, regulation, taxation statutory instrument and directives. Notice of any such increase in Charges made by Preimo, may be intimated to the to the Customer via the App, text message, email, or any such mode of communication, as provided by the Customer, and the Customer shall be bound by the amended terms from such date of intimation.
5.3. Preimo also reserves the right to charge a disruption charge during a Disruption Event and for a period of 12 hours thereafter on all Passenger Services subject to providing notice of any disruption charge prior to the journey taking place. This may be after the Booking was made in which case the Customer will be given the option to cancel the Booking within a reasonable timeframe without any applicable cancellation charge.
5.4. Payment shall be made in accordance with ‘XI. Payment Conditions’ in the Service Description.
5.5. If a Booking is cancelled, prior to completion of the Services, the Cancellation Charges as set out in the Service Description shall apply, unless a separate charge price is agreed to ain the Statement of Work.
5.6. Unless otherwise expressly provided in these Conditions, all amounts referred to in these Conditions are exclusive of applicable value added tax ("VAT") or other applicable sales tax which, where chargeable by Preimo, shall be payable by the Customer at the rate and in the manner prescribed by Applicable Law. All amounts referred to in these Conditions are also exclusive of any other applicable taxes, duties, imposts, levies and governmental charges of any kind (except for taxes exclusively attributable to Preimo's income), which the Customer shall be additionally liable to pay to Preimo.
5.7. If the Customer fails to make a payment due to Preimo under the Contract, or these Conditions, by the due date, then, without limiting Preimo's remedies under clause 11, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.7 will accrue each day at 14% a year.
5.8. Without prejudice to provisions of clause 5.7, Preimo reserves the right to suspend the Services until the full outstanding amount, including any interest amount (if applicable), is paid by the Customer.
5.9. In the event of any dispute as to the amount of an invoice, the Customer shall pay the amount in full pending the resolution of such dispute and Preimo shall make any adjustment due immediately upon such resolution.
5.10. All amounts due under the Contract and/or these Conditions shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by Applicable Law).
6. GOVERNANCE
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6.1. Upon execution of this agreement, the Customer shall complete the customer on-boarding form, annexed as Schedule 5 of these Conditions. It is the obligation of the Customer to provide all details and information requested in the customer registration form.
6.2. The parties shall, appoint Representatives who shall be:
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a) in relation to Preimo, responsible for the co-ordination of all matters relating to the provision of Services to ensure that they are properly managed; and
b) in relation to the Customer, responsible for the co-ordination of all matters relating to the receipt of the Services.
7. INTELLECTUAL PROPERTY RIGHTS
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7.1. All Intellectual Property Rights belonging to a party prior to the Effective Date, including all related Intellectual Property Rights and moral rights to any modifications, derivative works, suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by any other party in relation to those Intellectual Property Rights shall remain vested in that party.
7.2. All Intellectual Property Rights in or to the Preimo System shall remain vested in Preimo.
7.3. Where the Customer uses the Preimo System to receive the Services, Preimo grants to the Customer a royalty-free, non-exclusive, revocable, worldwide, non-transferable, non-sub licensable licence for the Term to use the Preimo System and App for the sole purpose of receiving the Services. All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by Preimo ("Developments"). The Customer assigns to Preimo, or shall procure the assignment to Preimo of, all such rights (whether presently existing or to be created in the future) and agrees to execute, or procure the execution of, all documents reasonably necessary to give effect to Preimo's title to the Intellectual Property Rights in Developments.
8. DATA PROTECTION AND DATA PROCESSING
- 8.1. Each party shall:
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a) at all times during the term of these Conditions, comply with the Data Protection Legislation; and
b) to the extent applicable under the Data Protection Legislation, obtain and maintain all appropriate registrations required in order to allow that party to perform its obligations under these Conditions.
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a) acknowledges that, in respect of Processed Data, as between the parties, it acts as a processor; and
b) shall ensure that all Preimo personnel who have access to and/or process Processed Data are obliged to keep the personal data confidential.
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a) shall only process Processed Data to provide the Services in accordance with these Conditions and the Customer's instructions as set out in these Conditions and as issued from time to time ("Processing Instructions") (which the Customer shall ensure are compliant with the Data Protection Legislation). For the avoidance of doubt, these Conditions constitute the Customer’s instructions to Preimo, and Preimo is further instructed to:
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i. process personal data to communicate directly with data subjects for the purpose of providing and promoting the Services;
ii. process personal data to communicate directly to data subjects for the purpose of promoting consumer services, and the Customer warrants that it has attained appropriate consents for this communication;
iii. process personal data to communicate directly with data subjects for the purpose of requesting that data subjects participate in surveys to improve customer experience;
iv. share personal data with third party service providers to the extent such data is required by them to provide the Services.
If Applicable Law requires Preimo to process Processed Data other than in accordance with the Processing Instructions, Preimo shall notify the Customer of any such requirement before processing the Processed Data (unless Applicable Law prohibits such information on important grounds of public interest);
b) notify the Customer on becoming aware of a Personal Data Breach in respect of Processed Data processed under these Conditions;
8.5. If and to the extent, Preimo is a data controller in relation to personal data collected under these Conditions, Preimo shall comply with the applicable provisions of the Data Protection Legislation.
8.6. The Customer may provide Preimo with staff personal data for the purpose of on-boarding such staff to allow them access to the Service. The Customer warrants that it shall have the appropriate consents for obtaining and providing such staff personal data to Preimo.
8.7. The Customer warrants, that in relation to all Processed Data, the Customer shall have appropriate consents for the personal data of the relevant data subject to be shared with Preimo.
9. LIMITATION OF LIABILITY
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9.1. Preimo shall not be liable (whether for breach of contract, tort (including negligence), breach of statutory duty or otherwise) for any:
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a) loss of profit;
b) loss of sales, turnover, revenue or business;
c) loss of customers or contracts;
d) loss of or damage to reputation or goodwill;
e) loss of opportunity;
f) loss of software or data;
g) loss or waste of management or other staff time; or
h) indirect, consequential or special loss; arising out of or relating to these Conditions, whether or not such loss was foreseeable or if the party which would otherwise be liable for such loss was advised of its possibility (and, for the purposes of this clause 9.2, the term "loss" includes a partial loss or reduction in value as well as a complete or total loss).
9.3. Except as expressly set out in these Conditions, no implied conditions, warranties or other Conditions, including any implied conditions relating to satisfactory quality or fitness for any purpose, will apply to the Services or to anything supplied or provided by Preimo under these Conditions.
9.4. Without prejudice to the provisions of clause 9.1, 9.2 and 9.3, the Parties agree that the total aggregate liability of Preimo under these Conditions shall not exceed USD 1,000,000 (one million United States Dollars).
9.5. This clause 9 shall survive termination of these Conditions.
10. CONFIDENTIALITY
- 10.1. Each party shall:
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a) keep confidential all Confidential Information of the other party which it receives in connection with these Conditions;
b) not copy or reproduce any part of it without the prior written approval of the other party, except as strictly necessary for the performance of its obligations under these Conditions;
c) apply to it no lesser security measures and degree of care than those which it takes in protecting its own Confidential Information and in any event no less than that which a reasonable person or business would take in protecting its own confidential information;
d) only use such Confidential Information as strictly necessary for the performance of, or exercise of its rights under, these Conditions;
e) subject to clause 10.2, not disclose such Confidential Information to any third party (other than its professional advisers, officers, employees, agents, contractors and sub-contractors on a 'need to know' basis as strictly required for the purposes of these Conditions and subject to each such person being bound by an obligation of confidentiality equivalent to this clause 10);
f) promptly, upon request and, in any event, upon termination of these Conditions (for whatever reason), destroy all materials (in whatever form) incorporating, embodying or recording any such Confidential Information in its possession or control, provided however that Preimo may retain a copy the Confidential Information for its own legitimate interests; and
g) in relation to Preimo only, procure that its Chauffeurs agree to confidentiality provisions at least as restrictive as those in this clause 10.1.
10.3. Either party shall be permitted to issue any press release in relation to the subject matter of these Conditions or any marketing or publicity materials including reference to the subject matter of these Conditions but excluding Confidential Information herein.
10.4. From time to time, the Customer or the Passenger may be asked by Preimo or any third party on Preimo’s behalf to:
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a) participate in Preimo case studies; and/or
b) provide testimonials; and/or
c) provide feedback, such as ratings or comments to Chauffeurs; and/or
d) participate in surveys, to improve the customer experience.
11. TERM AND TERMINATION
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11.1. These Conditions shall commence on the Effective Date and shall continue indefinitely unless and until terminated by either party in accordance with this clause 11, unless otherwise agreed in the Order Form.
11.2. Either party may terminate these Conditions and/or any uncompleted Booking by giving the other written notice if:
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a) the other materially breaches any term of these Conditions and it is not possible to remedy that breach;
b) the other materially breaches any term of these Conditions (which, in the case of the Customer, shall include non-payment of any invoiced amount that is due and owing) and it is possible to remedy that breach, but the other fails to do so within 30 days of being requested in writing to do so; or
c) the other suffers or undergoes or becomes insolvent, makes a composition with its creditors, has a receiver or administrator of its undertaking or the whole or a substantial part of its assets appointed, or an order is made, or an effective resolution is passed, for its administration, receivership, liquidation, winding-up or other similar process, or has any distress, execution or other process levied or enforced against the whole or a substantial part of its assets (which is not discharged, paid out, withdrawn or removed within 28 days), or is subject to any proceedings which are equivalent or substantially similar to any of the foregoing under any applicable jurisdiction, or ceases to trade or threatens to do so.
12. CONSEQUENCES OF TERMINATION
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12.1. Cancellation of any Booking will not have the effect of terminating these Conditions or any other Booking, but termination of these Conditions will automatically terminate all uncompleted Bookings.
12.2. Termination of these Conditions and/or any Booking for any reason will not affect:
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a) any accrued rights or liabilities which either party may have by the time termination takes effect; or
b) the coming into force or the continuation in force of any of its provisions that expressly or by implication are intended to come into force or continue in force on or after termination.
12.4. Any provision of these Conditions that expressly or by implication is intended to come into or continue in force on or after termination or expiry of these Conditions shall remain in full force and effect.
13. FORCE MAJEURE
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Save in relation to payment of Charges by the Customer, neither party shall be in breach of these Conditions nor liable for delay in performing, or failure to perform, any of its obligations under these Conditions if such delay or failure result from a Force Majeure Event. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for six Months, the party not affected may terminate these Conditions by giving 30 days' written notice to the affected party.
14. GENERAL
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14.1. No failure or delay by a party to exercise any right or remedy provided under these Conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
14.2. The rights and remedies provided under these Conditions are in addition to, and not exclusive of, any rights or remedies provided by law.
14.3. If any provision or part-provision of these Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Conditions.
14.4. These Conditions, any Booking, and any document referred to herein, constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
14.5. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Conditions. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in these Conditions.
14.6. Unless otherwise agreed in writing by Preimo, the Customer shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under these Conditions without the prior written consent of Preimo.
14.7. Preimo may at any time assign or transfer any or all of its rights or obligations under these Conditions.
14.8. Nothing in these Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
14.9. Preimo may, at its sole discretion, vary these Conditions from time to time.
14.10. Except as provided in these Conditions, a person who is not a party to these Conditions shall not have any rights under or in connection with it.
15. NOTICES
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15.1. Any notice given to a party under or in connection with these Conditions shall be in writing and shall be:\
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a) delivered by hand or by registered post or other next working day delivery service at the addresses set out above;
b) sent by email to the address set out in the Service Description in the case of Preimo and to the email address provided in the customer on-boarding form in the case of the Customer.
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a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
b) if sent by registered post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; or
c) if sent by email, at 9.00 am on the next Business Day after transmission.
16. GOVERNING LAW AND JURISDICTION
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16.1. These Conditions and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with laws of United Arab Emirates, as applicable in Dubai.
16.2. Each party irrevocably agrees that the courts of Dubai (excluding Dubai International Financial Centre) shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Conditions or its subject matter or formation (including non-contractual disputes or claims).
17. ENTIRE AGREEMENT AND ORDER OF PRECEDENCE
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17.1. This Agreement (together with the Order Form) is the entire agreement between Preimo and the Customer regarding the Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. The parties agree that any term or condition stated in the Order Form or in any other document(s) (excluding the Order Form) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) Order Form, and (2) this Agreement.
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1. Customers shall not permit unaccompanied Minors to travel in a Passenger Vehicle.
2. Customers are responsible for the acts and omissions of all persons who they authorise to travel in a Passenger Vehicle.
3. Passengers are not permitted to smoke in any Passenger Vehicle (including using electronic cigarettes) and to the extent a Passenger does so, Preimo reserves the right to require a Passenger to alight from a Passenger Vehicle.
4. Passengers shall not play any musical instrument or broadcast recorded music in any Passenger Vehicle except with the written permission of the relevant member of Preimo.
5. Passengers shall not consume alcohol in any Passenger Vehicle and Preimo reserves the right to decline carriage to any Passenger and/or require a Passenger to alight from a Passenger Vehicle who, in Preimo’s opinion, is intoxicated.
6. The transportation of luggage in a Passenger Vehicle shall be permitted at our absolute discretion. Passengers shall remain responsible for their luggage at all times.
7. Preimo reserves the right to refuse to transport or cease to transport any Passenger who behaves in a disorderly, inappropriate (including excessive physical contact or display), threatening or abusive manner or who, in Preimo’s absolute discretion is considered a nuisance or a danger to its employees, agents, subcontractors or to fellow Passengers and may require such a Passenger to alight from a Passenger Vehicle and the Customer may be charged a Cancellation Charge.
8. Preimo may assist any Passenger who is not capable of boarding and alighting a Passenger Vehicle unaided, at Preimo’s sole discretion but at the Passenger’s risk.
9. The Passenger shall not cause damage to, or leave litter, soil or contaminate the Passenger Vehicle. Preimo may charge the Customer repair or cleaning charges in respect of the Passenger Vehicle, all costs, incurred by Preimo as per the invoice raised towards such expenses, along with an admin fee of 10%, plus VAT, in the event of any spillage in the vehicle or in the event of any soiling, contamination or damage of the vehicle caused by a Passenger.
10. The Passenger must sign the trip voucher (to be prepared by the Chauffer) in relation to the Services Provided after the completion of a trip. In the event the trip voucher (when presented) is not signed by the Passenger, the trip (and the Service) will be deemed to be completed.
I. Type of Services
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Subject to the Conditions, Preimo shall provide the following Passenger Services:
1. Airport Pick-up (Arrival): Passenger(s) pick up service from an international airport in Dubai or Abu Dhabi or Sharjah and transfer to any Drop-off Address. Any regular parking expenses will be payable by the Customer, for the time exceeding the Airport Inclusive Waiting Time. Notwithstanding the Airport Inclusive Waiting Time, any expense incurred for V.I.P parking, if requested by the Customer, will be charged along with an admin fee of 10% on such parking charges. Preimo shall provide a copy of the parking receipt to support the amount being charged.
2. Airport Drop-off (Departure): Drop-off Service to an international airport in the Territory from a Pick-up Address within the Dubai.
3. Single Transfer (P2P): Transfer to a Drop-off Address within United Arab Emirates, provided that the Pick-up Address in Dubai.
4. Full Day Services (10 Hours): Service contracted for travel within United Arab Emirates for a limited period of 10 hours, with unlimited mileage. If the duration of the Services exceeds the limited time period, additional charges will apply with minimum increments of three hours at the Hourly Rates as per the category of the Passenger Vehicle in line with the Price List.
| Category | Type of Vehicle |
|---|---|
| Business Class | BMW 5 series, Audi A6 or similar |
| Luxury Class | BMW 7 Series, Mercedes S Class or similar |
| First Class | Rolls Royce, Mercedes Maybach or similar |
| Group Class | Mercedes V-Class, Cadillac Escalade, or Similar |
| Green Business Class | Tesla Model Y, Mercedes EQC or similar |
| Green Luxury Class | Mercedes EQS, BMW i7 or similar |
III. Facilities in the Passenger Vehicle:
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Every Passenger Vehicle shall have the following facilities:
1. Internet access;
2. Bottled water;
3. Tissues;
4. Baby seat (where requested by the Customer). Where a baby seat is requested, the Chauffer will ensure that the baby seat is secured, however the Passenger is responsible for securing the child/baby in the seat.
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Save where the charges are agreed under athe Statement of Work between the parties, tThe following Charges shall apply in relation to Passenger Services provided during and in relation to any Event:
1. All Passenger Services in relation to any Event shall be considered Full Day Services.
2. An additional surcharge of 20% shall apply for Passenger Services in relation to any Event.
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Preimo will charge a flat administrative fee of AED150 and processing fee of 5% on top of the value of any amenities requested by the Customer or the Passenger.
- Any Passenger Services requested for more than 10 hours at the time of Booking shall be considered “Extended Services” in relation to which, the Customer and Preimo will agree on the Charges on a case by case basis.
- The following Cancellation Charges shall apply in relation to the Services:
1. For all Passenger Services (excluding those in relation to Events), where a Booking is cancelled by the Customer or a Passenger:
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a. At least 4 hours before the agreed start time of the Service – Nil
b. Less than 4 hours before the agreed start time of the Service – 100% of the Charges
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a. At least 72 hours before the agreed start time of the Service – Nil
b. Less than 72 hours before the agreed start time of the Service – 100% of the Charges
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Save where the Customer requests an upgrade in the category of the Passenger Vehicle, if the Customer requests a modification of a Service less than four hours before the agreed start time of the Service, a Cancellation Charge under 1.b. of ‘VIII. Cancellation Charges’ above shall apply.
Any modifications of Services requested least four hours before the agreed start time of the Service shall be deemed a new request for Booking, without any charges applicable for modification.
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All Passenger Services booked for a start time on or after 3:00pm on the 31st of December shall be considered Full Day Services.
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A. For Bookings:
Email (signed Booking form must be attached): [email protected]
Telephone (signed Booking form must be sent by Email immediately): +971 4 277 8644
App: All information requested on the App must be complete. B. For cancellations:
Email: [email protected]
Telephone: +971 4 277 8644
App: Customer may cancel the Booking on the App. C. For notices and complaints:
Email: [email protected]
Telephone calls will be recorded, and the Customer agrees that any instructions provided by the Customer or Passenger by Telephone (without prejudice of the obligation of the Customer to communicate confirmation of instructions by Email), as recorded by Preimo can be used as evidence of such instructions, notwithstanding whether an email confirming such instructions was sent or not.
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For Services in relation to Events
Bookings in relation to any Event will be agreed by Preimo on the basis that 50% of the Charges will be paid by the Customer at least 72 hours prior to the start of the Services. The balance Charges must be paid by the Customer within 5 days from the Completion of the Services.
Preimo reserves the right to cancel the Booking if the payment is not received at least 72 hours prior to the start of the Services.
For Services (other than those in relation to Events) Preimo shall, in respect of each calendar month of the year ("Invoice Period”), on the 1st Business Day of the month following the end of the Invoice Period, provide the Customer with an Invoice, along with appropriate supporting information (if applicable), of the amounts due to be paid in respect of the Invoice Period, for all completed Bookings and the Services.
All invoices raised by Preimo in relation to the Services, will be due and payable by the Customer, within 5 days from the date of the invoice. Invoices not paid by the Customer in accordance with the terms mentioned herein will be subject to interest charged at the rate, as mentioned in clause 5.7.
For the purposes of clause 8, the parties set out below a description of the Processed Data being processed under these Conditions.
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1. Types of Personal Data
Name, title, job title, mobile phone number, email address, business contact details, online account details (e.g. name, email address and any password or username linked to them), online identifiers provided by devices, applications, tools or protocols (e.g. IP addresses, cookie identifiers and location data), private address (including previous residential addresses), private contact details, booking data such as date and time, records of complaints and lost property, bank account or, credit/debit card information, regulatory information, telematics data, geo-location data, WiFi usage data, any notes taken to help deliver the ground transportation services and health data (where applicable).
2. Duration of Processing
Until the latest of (a) termination of these Conditions in accordance with its terms; or (b) the date upon which processing is no longer necessary for the purposes of either party performing its respective obligations under these Conditions (to the extent applicable) or (c) processing for the purpose of compliance with Applicable Law and/or regulatory requirements.
3. Nature of Processing
Collection, storage, duplication, transfer, electronic viewing, deletion and destruction.
4. Purpose of Processing
The provision of ground transportation services, to communicate directly with data subjects for the purpose of providing and promoting the Services, to process personal data to communicate directly to data subjects for the purpose of promoting consumer services, and to process personal data to communicate directly with data subjects for the purpose of requesting that data subjects participate in surveys to improve customer experience.
5. Categories of data subject
Customers, officers, employees and temporary staff of Customer and partners, complainants, correspondents, enquirers, suppliers, advisers, consultants, professional experts and anyone else authorised by the Customer to use the Services.
Without any admission of liability for any loss or damage to any items, Preimo will use its reasonable efforts to assist Passengers and/or Customers in locating items that may have been left in a Passenger Vehicle.
Where a Passenger has left items in a Passenger Vehicle, the Customer must notify Preimo within one hour from the completion of the Service and provide the following details:
- 1. Booking reference number;
2. Date of the trip;
3. Pick-up Address;
4. Drop-off Address;
5. Description of the item;
6. Name and a copy of the identification document of the person who is authorised to collect the item;
7. Information on whether the item will be collected from Preimo’s office or whether the item is to be delivered to a specified address, in which case the Customer must also provide the delivery address.
Where the item is to be collected, Preimo will use reasonable efforts to arrange for the Customer to collect the item from Preimo’s office.
Where any item is requested to be delivered by the Customer, subject to payment of delivery charges in advance, which Preimo will advise to the Customer, Preimo may also arrange for delivery of the item, at its sole discretion, depending on the location of delivery provided by the Customer.
During collection or delivery of the lost items to the Customer/ Passenger, such person will be required to show an original identification document and sign an acknowledgment of receipt of the lost item.
Any items found (whether upon notification by the Customer or otherwise) will be held for a period of 28 days ("Holding Period"). If the item is not claimed within the Holding Period, such item will be disposed or donated to a local charity, in line with the Applicable Laws.
Preimo will not be responsible or liable for any damage caused to the lost item, howsoever and wherever caused, including in the storage facilities of the Preimo during the Holding Period.
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1. Event Details:
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1.1. Event Name: ________________________________
1.2. Event Date and Time: _________________________
1.3. Event Venue: ________________________________
1.4. Event Type: _________________________________
1.5. Expected Number of Passengers: ________________
1.6. Expected Number and categories of cars: __________
2. Delivery and return of cars
2.1. The pick up and drop – off locations will be as agreed in writing between the parties from time to time through the Communication Channels.
3. Charges
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3.1. Vehicle requirements and corresponding charges for each:
3.2. Advance Charges: __________________, payable as of _____________________. 3.3. Cancellation Charges: The following Cancellation Charges shall apply in relation to the Services agreed under this Statement of Work, where a Booking is cancelled by the Customer:
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i) At least [120] hours before the agreed start time of the Service – Nil
ii) Less than [120] hours before the agreed start time of the Service – 100% of the Charges
3.5. New years eve charge: If the Booking is for a start time on or after 03:00pm on the 31st of December, an surcharge amounting to _____% will be payable by the Customer.
3.10. Any Additional charges:
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i) Type of charge eg: Customisation options, language translation service, privacy screens, in-car entertainment]: AED _____________________.