- Parties to the Agreement:
|SLYFOX SIA||Name of the Company|
|LV40203025969||VAT payer’s code|
|Rīga, Kungu iela 8, LV-1050||Legal address|
|Vladimirs Reskājs, Member of the board||Represented by (name, surname, position), acting under the articles of association of the company|
|+(371) 27 33 27 33||Phone No/Mobile|
|Data on the company is collected and kept by the Commercial Register of the Republic of Latvia||Data on the company is collected and kept by the Commercial Register of the Republic of Latvia|
- 2.1. Lessee – a party to the vehicle lease and services agreement (hereinafter - Agreement), indicated hereto as the Lessee. The Lessee is a legal person that after registering in the website of the Lessor (hereinafter - Website), each time, when logging in the Website, unconditionally confirms by the respective action that the Lessee has the right to conclude and fulfil the Agreement. In the Website the Lessee authorize the Lessee’s employee or other natural person (hereinafter - User) that has the right on behalf of the Lessee to use a fuel propelled vehicle (hereinafter - Vehicle) in accordance with the Agreement and the terms and conditions for lease and provision of services (hereinafter – Terms and Conditions). The Lessee ensures that the User is familiar and complies with the Agreement and Terms and Conditions.
- 2.2. Lessor – a party to this Agreement (see details in the Agreement Section 1.), indicated hereto as the Lessor.
- 2.3. Parties – collectively the Lessor and the Lessee, each of them separately as the Party, when avoiding distinguishing one of them.
- 2.4. User – Lessee’s employee or other natural person appointed by the Lessee, who is 21 year old, possessing a valid category B driver’s license held for a minimum of 2 (two) years, with an active Vehicle search, reservation, use and payment services system (hereinafter - Mobile Application), who is provided with a right, upon logging in the Mobile Application, to use Vehicle on behalf, at the expense and under the liability of the Lessee. The requirements and obligations provided in the Agreement and the Terms and Conditions applicable to the Lessee shall be applicable to the User and vice versa. Each time when the User registers in the Mobile Application and begins to use the Vehicle, he/she unconditionally confirms by the respective action that he/she has the right on behalf of the Lessee to use the Vehicle under the conditions indicated in the Agreement and the Terms and Conditions. Until the Lessee deactivates (disconnects) the User in the Website, it shall be considered that the User uses Vehicles on behalf, at the expense and under the liability of the Lessee.
- 2.6. Terms and Conditions – Terms and Conditions for lease and provision of services, which are confirmed by the Lessee by concluding this Agreement and which are an inseparable part of the Agreement indicated in the Appendix A.
- 2.7. Vehicle – a fuel propelled Vehicle, which is provided by the Lessor to the User for temporary use and exploitation, in accordance with the procedure and terms indicated in the Agreement and the Terms and Conditions.
- 2.8. Vehicle Use Period – period of time from the Vehicle unlocking by the User selecting command “Begin a Ride” on the screen of smartphone by using the Mobile Application of the Lessor, until returning the Vehicle to the location specified in the Terms and Conditions/Mobile Application and selecting command “Finish Ride” on the screen of a smartphone by using the Mobile Application of the Lessor.
- 2.9. Vehicle System – an electronic system installed in the Vehicle, recording and delivering to the Lessor the location of the Vehicle, distance covered by the Vehicle, Vehicle Use Period, as well as other data in relation to the Vehicle and its use.
- 2.10. List of Penalties - List of Penalties for improper performance or failure to perform the Agreement (including, but not limited to the Terms and Conditions) indicated in the Appendix B.
- 2.11. Business Hours – business hours of the Lessor, i.e. time period from 9 AM to 5 PM Latvian time, from Monday to Friday, except for the public holidays, provided in the legal acts of the Republic of Latvia, as well as other exceptions indicated in the legal acts of the Republic of Latvia.
- 2.12. Price List – fees for the Vehicle lease and Services, as well as other fees, all of which are provided in the Website.
- 2.13. Mobile Application – Vehicle search, reservation, use, payment and other services system owned by the Lessor, which is managed by a smartphone. The Mobile Application may be downloaded free of charge from the App Store or Google Play platforms.
- 2.14. Services – a car sharing service provided by the Lessor, that include the Vehicle maintenance (major, current repairs, technical service) services, compulsory insurance against civil liability for the Vehicle’s holder and Vehicle insurance (CASCO), all other materials necessary for the exploitation of the Vehicle (e.g. fuel, oil, windscreen washing fluid).
- 2.15. Site - Vehicle parking site from where the User takes the Vehicle and where returns it back. The Site list is provided in the Mobile Application.
- 2.16. Home area - is a city within the boundaries of which the Vehicle can be leased and returned. Home area in this Agreement is Riga.
- 2.17. Lease Fee – is a fee that the Lessee pays to the Lessor for the Services, in accordance with the selected tariff in the Website.
- 2.18. Website – website of the Lessor under the address - www.carguru.lv.
- Subject Matter of the Agreement
- 3.1. Under this Agreement, the Lessor undertakes to provide the Lessee with the right to temporarily use and exploit technically neat and suitable for exploitation Vehicles, and the User undertakes to use the Vehicle in accordance with the Terms and Conditions indicated in the Agreement. The Lessee undertakes to ensure that the User properly comply with the Terms and Conditions and use of the Vehicles, and to pay the Lease Fee. The Parties agree that the Vehicles under this Agreement shall be used only by the User, who is logged in the Mobile Application.
- 3.2. The Lessee may conclude the Agreement in the paper format in the Lessor’s office. On behalf of the Lessee, the Agreement may be concluded by that natural person, who is a representative of the legal entity, if necessary the Lessor may request to show a document evidencing the person’s identity and the rights to represent the entity (e.g. actual extract from the Companies Register). Upon concluding this Agreement within 2 (two) working days, the Lessor confirms the Lessee login details to the Website and informs the Lessee of such decision by email. The Lessee/User shall protect selected/given login and passwords’ data of the Mobile Application/Website and shall immediately inform the Lessor if the data are lost or changed. The Lessee/User shall be responsible for security of such data.
- 3.3. The information about the Vehicle reservation management procedure, Vehicle use procedure, Vehicle inspection conditions, Vehicle defects and incompatibilities conditions and other conditions related to the lease of the Vehicle and the Services are provided in the Terms and Conditions, which are an inseparable part of this Agreement and are published in the Mobile Application and the Website.
- 3.4. After the Parties have concluded the Agreement, the Lessee is activated in the Website and the User is authorised, the User is entitled to perform operations in relation to reservation of the Vehicle by using the Mobile Application. The Parties actions performed by using the Website, shall have the same mandatory legal effect as the signed document in paper form and shall be a permissible evidence in the court or any other dispute settling institution.
- 3.5. The Lessor represents and warrants that every Vehicle has a Vehicle ignition key, Vehicle registration certificate, agreement on insurance, insurance rules and the Circle K fuel card.
- 3.6. Before starting to use the Vehicle, the User must inspect the Vehicle, and check if there are no detectable faults, externally visible or otherwise detectable irregularities or absence of attachments of the Vehicle indicated in Section 3.5, and if such are determined, the User shall inform the Lessor under the procedure determined in the Terms and Conditions. Otherwise, it shall be considered that the faults and irregularities have occurred during the period, when the User was using the Vehicle and the Lessee shall take the responsibility for such faults and irregularities.
- 3.7. During the Vehicle Use Period, the User can park the Vehicle in any parking site in accordance with the Road Traffic Rules. The lease is allowed to be completed by parking the Vehicle in the Site in the RP LLC Rigas Satiksme municipal outdoor parking R, A, B, C and V zones, and other Sites, which are indicated in the Mobile Application and located inside the coloured in green territory. In order to see the Sites, in the Mobile Application press on the parking symbol “P”.
- 3.8. After using the Vehicle, the User shall return the Vehicle to the Site location indicated in the Mobile Application/Terms and Conditions, in the condition in which the User received the Vehicle, subject to its ordinary tear and wear as specified in the Terms and Conditions.
- Vehicle exploitation conditions
- 4.1. The User shall use the Vehicle in a way appropriate to its intended purpose, with the care of an orderly and prudent owner, without contradicting the requirements of the Terms and Conditions and the Road Traffic Rules.
- 4.2. The User shall comply with the Vehicle exploitation requirements, instructions and recommendations of the Vehicle’s producer, Road Traffic Rules determined by legal acts and requirements of other applicable legal acts of the Republic of Latvia. The User also undertakes to comply with the Vehicle exploitation requirements, which, even, though are not mentioned above, are considered ordinary for the use of such objects.
- 4.3. The User shall immediately inform the Lessor and the respective state authorities (e.g. police, fire department, rescue service etc.) in case the Vehicle is lost, destroyed, damaged or breaks down, as well as if circumstances occur, that hinder the exploitation, use of the Vehicle and ensuring of ordinary exploitation conditions.
- 5.1. The Vehicle is considered to be a source of increased risk, therefore, during the Vehicle Use Period the Lessee assumes the responsibility, which is similar to the responsibility of the manager of the source of increased risk.
- 5.2. The Lessee is not liable for the damages of the Vehicle, that arose during the exploitation period and which are the consequence of a former exploitation or ordinary tear and wear of the Vehicle, provided that the User immediately before the start of the Vehicle Use Period informed the Lessor by taking and sending the pictures of damages, misuse or defects, that is prohibiting to enjoy the Service, via Mobile Application and carried out instructions provided by the Lessor.
- 5.3. In case during the Vehicle Use Period the Vehicle is damaged or lost (including, but not limited to confiscation of the Vehicle), attachments of the Vehicle are lost or damaged (e.g. the ignition key), the Lessee shall pay the Lessor a penalty provided in the Agreement and compensate all the damages, costs and losses to the Lessor, if they are not compensated by the insurance company that insured the Vehicle. If the Vehicle has been damaged, destroyed or lost (including but not limited to the Vehicle confiscation) due to the User’s breach of the Road traffic rules or other legislation related with the road traffic and road safety, the Lessee shall fully indemnify all the losses and costs incurred by the Lessor.
- 5.4. In case after the use of the Vehicle, it is dirtier than after the ordinary exploitation (both interior and exterior), the Lessee shall reimburse the costs of the Vehicle washing and interior cleaning.
- 5.5. In case due to the fault of the User, while using the Vehicle, or due to circumstances that occurred because of such use of the Vehicle, the Vehicle is confiscated, detained, or any other rights to the Vehicle are lost or restricted, the Lessee must perform all other conditions of the Agreement related to such Vehicle, until the Vehicle is returned to the Lessor. The Lessee must compensate all the costs and losses of the Lessor that incurred due to occurrence of the circumstances indicated in this Section of the Agreement.
- 5.6. The Lessee/User shall perform the requirements of the insurance rules determined by the insurance company that insured the Vehicle. The insurance rules are present in every Vehicle.
- 5.7. The Lessee assumes full liability for breach of legal acts of the Republic of Latvia. If the third parties turn to the Lessor in connection with any of the Lessee’s/User's action during the Vehicle Use Period, the Lessor informs the Lessee of this fact. The Lessee shall within 10 (ten) working days indemnify the Lessor for the losses and costs incurred due to the Lessee’s/User's actions. In case the User exploits the Vehicle improperly or breaches this Agreement in any other way, which shall result in the Lessor incurring losses and costs (e.g. charges or penalties to state institutions, etc.) the Lessee shall reimburse such losses and costs to the Lessor.
- 5.8. In case the Lessee fails to properly perform the Agreement and provides incorrect representations, alongside other losses and costs occur, the Lessee must reimburse the losses and costs of the Lessor incurred due to debt recovery or other actions related to securing the performance of the provisions of the Agreement, including, but not limited to the costs of legal fees, debt recovery costs.
- Terms and Conditions of Payment
- 6.1. The Lessee pays the Lease Fee to the Lessor for the Services used by the User in accordance with the selected tariff in the Website effective at the moment of reservation of the Vehicle. The prices are end prices that include the applicable statutory value-added tax.
- 6.2. The Lessee pays the Lease Fee in accordance with this Agreement after receiving the invoice from the Lessor by performing the bank transfer. The Lessor send the Lessee the invoice for the Services for the previous two weeks to the Website registered e-mail and insert the invoice in the Website twice per month not later than on the 1st and 15th day of the each month. The Lessee shall pay the invoice not later than in 5 (five) working days after receiving the invoice. The Lessee agrees that the invoices shall be provided only via electronic means - in the Website and/or sent to the following e-mail address: _____________. After receiving invoices in the Website and/or e-mail, the Lessee shall check within 3 (three) working days if the data provided in the invoice are correct. If the Lessee in the invoice finds an incorrectness, then it shall contact the Lessor via e-mail. If the Lessee does not submit an objection within the term above, it shall be considered that the Lessee agrees with the received invoice.
- 6.3. The Lease Fee is calculated in accordance with the data in the Mobile Application, the Website and the Vehicle System. The Lease Fee includes the Vehicle parking in all RP LLC Rigas Satiksme managed parking zones. These are A, B, C, D, R and V zones. If User needs to temporarily park the Vehicle in another place/zone, where a separate fee for parking is charged, the User for the Vehicle parking pay independently.
- 6.4. In case the Lessee fails to pay any sums under the Agreement, fails to settle, return the Vehicle to the Site or in case of any other breaches of the Agreement or the Terms and Conditions, the Lessor is entitled to block the Lessee’s/User’s access to the Website/Mobile Application, suspend the execution of the Agreement and block the use of the Vehicle (block the ignition of the Vehicle) until all the Lessee’s breaches are rectified.
- 6.5. For every day of delay in which the Lessee does not settle with the Lessor, the Lessee shall pay the Lessor a default interest of 0,03 % (three hundredths) of the not paid amount.
- Validity and Termination of the Agreement
- 7.1. This Agreement comes into force on the moment of its signing and will remain in effect for an indefinite period of time
- 7.2. Any of the Parties is entitled to unilaterally terminate this Agreement by a written notice delivered to the other Party via e-mail at least 30 (thirty) working days prior to the termination.
- 7.3. The Lessor is entitled to unilaterally terminate this Agreement by a written notice delivered to the Lessee at least 10 (ten) working days prior to the termination if the Lessee breaches the Agreement materially. The following shall be considered as such material breach of the Agreement (including, but not limited to): delay of payment of any amount due for more than 5 (five) working days; repetitive failure to perform or improper performance of any of the obligations of this Agreement; in case the User uses the Vehicle without complying with the Terms and Conditions or intentionally performs unfair actions that are detrimental or may cause harm to the performance of the Vehicle, its system and the Mobile Application/Website.
- 7.4. The Termination of the Agreement does not affect the validity of the provisions of the Agreement regarding dispute settlement procedure and other provisions, provided that such provisions in their essence remain valid after the termination of the Agreement.
- 7.5. The Lessor shall have the right to cease the Agreement execution, cancel the User’s reservations and block the Lessee’s/User’s access to the Website/ Mobile Application, if the Lessee/User does not observe Agreement and Terms and Conditions. In addition, if the Lessee does not fulfil or fulfils the Agreement or Terms and Conditions improperly, the Lessor shall have the right to demand the User to return the Vehicle to the nearest Site within the term provided by the Lessor. If the User does not agree or does not fulfil the Lessor’s requirement within the term set by the Lessor, the Lessor shall have the right to block the Lessee’s/User’s access to the Website/Mobile Application, hinder using the Vehicle (block starting of the Vehicle), not allow the User to continue using the Vehicle and the Lessor’s employee shall have the right to take the Vehicle without notifying the User.
- General Provisions
- 8.1. The Parties agree that the Lessor is entitled to unilaterally transfer all the rights and obligations arising out of this Agreement to any third person upon informing the Lessee in the Website.
- 8.2. The Parties agree that this Agreement is considered concluded, valid and binding after both Parties have countersigned it.
- 8.3. In case any provision of this Agreement is held as contradicting the legal acts of the Republic of Latvia or for any other reason becomes partially or fully invalid, the other provisions of this Agreement will remain in full force and effect.
- 8.4. Any dispute, controversy or claim arising out of or relating to this Agreement, its breach, termination or validity shall be firstly settled by mutual negotiations in accordance with the principles of fairness, reasonableness and justice. If the Parties fail to agree by negotiations within 20 (twenty) working days since the receipt of a written suggestion to proceed negotiations or if any of the Parties decides that further negotiations are inexpedient, any dispute, controversy or claim shall be finally settled in the respective court of the Republic of Latvia at the actual legal address of the Lessor (contractual jurisdiction). The applicant may choose to finally settle any dispute, controversy or claim arising out of or relating to this Agreement, its amendment, violation, termination, legality, invalidity or interpretation in the Baltic Trade Arbitration (registration nr. 40003762437), in accordance with the rules of procedure of this arbitration, by one arbitrator appointed in the oral procedure.
- 8.5. The conclusion of this Agreement, its performance, expiration, interpretation and dispute settlement are governed by the substantive and procedural laws of the Republic of Latvia.
- 8.6. The terms and conditions of this Agreement may be changed by the Lessor unilaterally by sending a written notice to the Lessee by e-mail at least 10 (ten) working days in advance. During this period, the Lessee can unilaterally terminate the Agreement. If the Lessee upon receiving the above notification continues to use the Services referred to in the Agreement, it will be considered that the Lessee agrees to amendments of the Agreement. For this reason, the Lessee/User is recommended to get familiar with the Agreement/Terms and Conditions before the beginning of every lease of the Vehicle.