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General Terms and Conditions

for the provision of the software and services of the Taxximo information system

Article I.
Introductory Provisions and Subject Matter of the Services

  1. These General Terms and Conditions (hereinafter the “GTC”) are issued by Puzzler s.r.o., with its registered office at Plynárenská 3A, 821 09 Bratislava, Slovak Republic, Company ID No.: 47882662, Tax ID No.: 2024138226, registered in the Commercial Register of the District Court Bratislava I, Section: Sro, Insert No. 100236/B (hereinafter the “Provider”). The Provider is the provider of the software and services of the Taxximo information system. These GTC govern the rights and obligations of the Provider and its customer – a taxi service operator (hereinafter the “Client”; the Provider and the Client jointly also as the “Parties” and individually as a “Party”) in the provision of the software and services related to the operation of the information system for the management of electronic orders for taxi services, Taxximo (hereinafter the “Services”).
  2. The Services are provided on the basis of a service agreement concluded between the Provider and the Client (hereinafter the “Agreement”). These GTC form an integral part of the Agreement and determine part of its content. Deviating arrangements set out in the Agreement shall prevail over the wording of these GTC. Capitalised terms used in the Agreement have the meaning assigned to them by these GTC, unless the Agreement provides otherwise.
  3. These GTC are published on the Provider’s website www.taxximo.com. The Client is obliged to review the GTC before concluding the Agreement; by signing the Agreement, the Client confirms that it has reviewed the current wording of the GTC, understood its content and agrees with it.
  4. The Taxximo information system is the exclusive property of the Provider and the Client is entitled to use this system under the conditions set out in the Agreement and in these GTC.
  5. The Taxximo system serves primarily for the electronic submission of a service order by an end customer (a vehicle passenger or a customer of the taxi service) to the Client’s device for the purpose of creating an order or requesting a service. The following applications and devices are used for this purpose: the end customer’s mobile device (in particular a smartphone), the Client’s mobile or other technical device (for example a mobile phone, tablet or PC), and web interfaces for arranging services for the Client or the end customer. The Provider does not act as an intermediary in the transaction between the Client and the end customer, but merely provides software through which the end customer or the Client may initiate or conclude such a transaction.

Article II.
Price for the Services

  1. The remuneration for the provision of the Services pursuant to Article I, para. 1 of these GTC (hereinafter the “Price”) is agreed as a monthly licence fee for each Driver Licence (para. 2 of this Article) according to the package of Services selected by the Client (hereinafter the “Package”). The Provider provides the Services in the Standard Package and in the Premium Package to the extent set out in paras. 3 and 4 of this Article. The amount of the Price per Licence in the individual Packages (excluding VAT) is agreed in the Agreement or published in the Provider’s current price list on the website www.taxximo.com; in the event of a discrepancy, the Price agreed in the Agreement shall prevail.
  2. A Driver Licence (hereinafter the “Licence”) means the right for one driver to be logged in to the Taxximo system at any one time. Licences are floating and are not tied to a particular driver or to a particular vehicle. The Price for a billing period is determined as the product of the Price per Licence pursuant to para. 1 of this Article and the number of Licences ordered by the Client pursuant to Article III of these GTC (hereinafter the “Number of Licences”). If the highest number of drivers simultaneously logged in to the Taxximo system during a billing period exceeds the Number of Licences, the Client shall pay for each Licence used in excess of the Number of Licences the Price pursuant to para. 1 of this Article in the manner set out in Article III, para. 2 of these GTC. The number of drivers, vehicles and dispatchers registered in the Taxximo system is unlimited and has no effect on the amount of the Price.
  3. The Standard Package includes the following functionalities of the Taxximo system:
    • mobile applications for Taxximo end customers (Android, iOS);
    • the driver mobile application (Android);
    • the dispatch web application;
    • creation of orders from the end customer application, from the dispatch centre, as well as street-hail orders in the driver application;
    • complete order management in the dispatch centre, including scheduled (pre-booked) orders;
    • display of the position of drivers and of orders in progress;
    • an advanced automatic order allocation engine extended by instant allocation by location;
    • order chat and chat between the driver and dispatchers;
    • calculation of the fare, including fixed promotional fares;
    • fare surcharges, including calculation of waiting time for the customer;
    • 4 (four) pricing locations;
    • reports and statistics.
  4. The Premium Package includes all functionalities of the Standard Package pursuant to para. 3 of this Article and, in addition:
    • AutoDispatch connected to the telephone exchange (telephone orders processed by drivers) with configurable call allocation rules;
    • AI Dispatch connected to the telephone exchange (telephone orders fully processed by the AI exchange);
    • corporate rides;
    • order chat, chat with drivers and chat between dispatchers;
    • fare calculation taking taxi ranks into account, extended by route triangulation;
    • 10 (ten) pricing locations;
    • a discount and loyalty scheme, including coupon discounts;
    • records of drivers’ work shifts and odometer readings;
    • the vehicle service log.
  5. The Price does not include telephone exchange services, telephone calls, SMS messages or artificial intelligence (AI) services provided by third parties. Fees for these services are governed by the price list and terms and conditions of the operator of the telephone exchange selected by the Client, and the Client shall pay them directly to that operator unless the Parties agree otherwise in writing. The Provider is not responsible for the availability or quality of third-party services under this paragraph.
  6. The Provider has no claim against the Client to any commission, share of revenue or any other fee linked to the number or value of rides (orders) carried out through the Taxximo system. The Price pursuant to paras. 1 and 2 of this Article is the sole remuneration for the provision of the Services within the scope of the selected Package and its amount is known to the Client in advance.
  7. Optional and additional services. Beyond the selected Package, the Client is entitled to order optional and additional services, in particular a mobile application for end customers under the Client’s own brand (the Taxximo client application), including its creation and registration in the Google Play and Apple App Store stores (hereinafter the “Optional Services”). The remuneration for the Optional Services is agreed in the Agreement or published in the Provider’s current price list at www.taxximo.com and is invoiced together with the Price in the manner set out in Article III of these GTC; paras. 10 and 11 of this Article apply mutatis mutandis to its change and to the price guarantee. The Provider shall create the mobile application under the Client’s brand and register it in the Google Play and Apple App Store stores after 2 (two) calendar months have elapsed from the day on which the Client began to use the Taxximo system in full for the operation of its taxi service. The purpose of this period is to allow the Client, its dispatchers and drivers to become thoroughly familiar with the Taxximo system and to master its effective use, which is a precondition for successfully introducing the application under the Client’s own brand to its end customers. As the Provider arranges the creation and registration of the application at its own expense and without separate remuneration, this period also constitutes a reasonable assurance of the Client’s lasting interest in using the Taxximo system. The Provider is entitled to shorten this period at the Client’s request.
  8. The Provider is not a value added tax payer. Should the Provider become a value added tax payer, it shall notify the Client of this fact and, as of the date of its registration as a taxpayer, it shall charge value added tax on the invoice on the Price, the remuneration for the Optional Services and other payments under the Agreement and these GTC in accordance with the applicable legislation and rates. An increase in the invoiced amount by value added tax shall not be deemed a change of the Price or a breach of the price guarantee pursuant to para. 10 of this Article.
  9. Discounts on the Price and bonuses (hereinafter the “Discounts”), if agreed, are set out in the Agreement or published on the Provider’s website www.taxximo.com and are applied in the manner and under the conditions stated there; in the event of a discrepancy, the Discounts agreed in the Agreement shall prevail. Unless the Agreement provides otherwise, Discounts are not cumulative.
  10. The Price pursuant to para. 1 of this Article is guaranteed for a period of 2 (two) calendar years from the effective date of the Agreement; with respect to the functionalities of the Taxximo system available at the time of conclusion of the Agreement, the Provider is not entitled to increase the Price unilaterally during this period. After this period has elapsed, the Provider may unilaterally change the prices and conditions of the provision of the service, but only upon prior written notice sent by the Provider to the Client at least 1 calendar month in advance. If the Client does not agree with such a change, the Client may terminate the Agreement by notice, whereby no legal claims against the Provider arise for the Client.
  11. The Client is entitled to change the selected Package, as well as to increase or decrease the Number of Licences, in each case with effect from the first day of the following calendar month, in the manner set out in Article III, para. 3 of these GTC. Neither a change of the Package nor a change of the Number of Licences is subject to any fee or minimum term.
  12. The Price of both Packages also includes the remuneration for the dispatch web application. The Client’s non-use of it does not give rise to any claim for a reduction of the Price, as it constitutes an extension of the main functionality.
  13. Should the Client request changes to the functionality or appearance of the system or any other modification of the system, or data, development, migration or training services beyond the scope of the Agreement, the Client and the Provider shall agree on the provision of such a service in a separate agreement or order. The total price of the service under this paragraph shall be agreed in advance and shall be based on the hourly rate agreed in the Agreement.

Article III.
Invoicing

  1. The Price is payable on the basis of an invoice – a tax document issued by the Provider and delivered to the Client. Invoices are due within 14 days of their delivery to the Client. Delivery shall take place by post or electronically to the Client’s e-mail address stated in the Agreement.
  2. The Price shall be invoiced for each calendar month in advance. Licences used in excess of the ordered Number of Licences (Article II, para. 2 of these GTC) shall be charged after the end of the billing month. For the purpose of determining the scope of the first payment, the Client shall place an order with the Provider specifying in particular the required Package and the Number of Licences, the date of commencement of the provision of the service being the date of signature of the Agreement. If the service package does not change in the following billing period, the Client shall not place such an order for subsequent periods during the term of the Agreement. It shall serve for the initial determination of the service package for the term of the Agreement. If no order is issued by the Client, the information stated in the invoice for services issued under the Agreement and paid by the Client shall be deemed to determine the scope (package, quantity, price) of the first payment.
  3. Should the Client request a change of the Package or of the Number of Licences, it shall issue a new order to the Provider specifying the required Package, the Number of Licences and the date of the change, which may be the first day of a calendar month in the future. If the service package does not change in the following billing period, this order shall not be placed for subsequent periods during the term of the Agreement. Any differences in the price of the service packages arising from a change during a billing period shall be set off in the following invoice. If no order is issued by the Client, the information stated in the invoice for services issued under the Agreement and paid by the Client, or the Client’s change of the service settings in the information system, shall be deemed to determine the scope (package, quantity, price) of the change.
  4. If the Client is in default with the payment of an invoice for the Services provided by more than 5 days after its due date, the Provider is entitled to limit or suspend the provision of the Services until it is paid in full. In the event of default of more than 20 days, the Provider is entitled to withdraw from the Agreement.
  5. An invoice is deemed paid upon the crediting of the full duly invoiced amount to the Provider’s account.
  6. If, outside the Maintenance Window, the system is unavailable through the fault of the Provider for more than 12 hours and such an outage was not announced in advance, the Client may request a price reduction from the Provider. The price reduction is calculated as a pro rata portion of the agreed monthly fee applicable to the given billing period, in the ratio of the number of hours of the outage to the total number of non-maintenance hours in that period (month). For any billing period, the total reduction shall not exceed the amount of the monthly fee.
  7. If the Parties so agree, the Price may be invoiced and payable in another currency. Where invoicing is in Czech crowns, the Price in CZK pursuant to Article II, para. 1 of these GTC shall apply. Where invoicing is in another currency, the Price shall, unless the Parties agree otherwise, be determined on the basis of the European Central Bank exchange rate announced on the date of issue of the invoice.

Article IV.
Special Provisions

  1. The Parties undertake to maintain confidentiality regarding all facts the disclosure of which could damage the business interests of the other Party. The Parties are obliged and undertake to ensure the protection of, and not to allow access to, all information and materials supplied to the other Party on the basis of or in connection with the Agreement, irrespective of whether they are contained in documents, electronic files, information systems, sketches or designs (hereinafter “Confidential Information”). The Parties are obliged and undertake to ensure that all employees of each Party are contractually bound by the obligation to keep and protect Confidential Information.
  2. The following information is not considered Confidential Information:
    1. statistical data and ratings in connection with the services provided (e.g. driver ratings presented to the customer),
    2. publicly known data (for example the Client’s price list of services and goods, address, and other data made publicly available through Taxximo) or data commonly available in business circles,
    3. data and information provided by the Client from end customers, except for data subject to personal data protection.
  3. The Provider is in no way responsible for the data, information and files that the Client has uploaded or recorded into the Taxximo system, and in particular is not responsible for their compliance with personal data protection legislation and with legislation protecting the results of intellectual activity. For the purposes of personal data protection, the Client is obliged to obtain the consent of its customers to the processing of their personal data in the Taxximo system, and to keep such consent valid for the necessary period.
  4. The Client undertakes not to use the Taxximo information system for unlawful conduct sanctioned by the criminal legislation of the Slovak Republic or by the legislation of individual European Union member states.
  5. Should the Client publish logos, trade marks, graphic elements or images through the Taxximo system, the Provider is entitled to publish them (this concerns in particular the logo and the vehicle images that the Client wishes to display through the Taxximo application).
  6. The Provider is entitled to present the Client as its business partner and as a user of the Taxximo system, together with publicly available information about the Client. With the Provider’s prior consent, the Client is entitled to mark its marketing materials and vehicles and to place on its website information about its use of the Taxximo system, using graphic and textual information approved by the Provider. At the same time, the Client is obliged to state this information in the operating rules or transport rules of the taxi service, identifying the Provider as the entity that administers the Taxximo system, in order to inform customers of how personal data are handled, where the Client enters such data into the system. If the Client uses a branded version of the application, it may display on its materials the logo or the text “Powered by Taxximo”, or the relevant language version of that designation.
  7. The Provider does not warrant against the loss of data or other information in the Taxximo information system. The service is provided primarily as an online service and as the active collection and distribution of orders. The Client shall keep its own records and accounting documents for these purposes. The Provider retains detailed data in the system for no longer than one calendar week.
  8. The Client undertakes not to transfer this right to use the Taxximo system to third parties and not to misuse this right in any way for activities or purposes for which the information system is not intended.
  9. Where Users (as defined in Article V, para. 5 of these GTC) and/or end users enter personal data into the Taxximo system, or where such data are recorded by the Client, the Client undertakes to use such data solely for the purpose of fulfilling the vehicle order, not to provide such information to third parties and, to this end, to ensure compliance with Act No. 18/2018 Coll. on Personal Data Protection by its employees or by persons who will have access to such information at the Client. Should such a breach occur on the part of the Client and should the competent authorities require remedial measures or impose sanctions on the Provider for the breach of obligations arising from that act, the Provider may claim damages from the Client and require its cooperation in bringing the breach into compliance with statutory requirements. The Client is obliged to provide such cooperation and compensation without undue delay.
  10. Where the Client uses the Dispatch module and builds its own address database, it may use automatic address lookup from external sources up to 500 times per month. Address lookups in excess of this limit shall be charged at the actual cost of the external address provider.

Article V.
Rights and Obligations of the Parties

  1. The Provider undertakes to provide the Services to the extent and within the time limits set out in the Agreement and in these GTC. The Provider is obliged to provide the Services with due professional care. The Provider does not warrant the provision of the service in the event of a failure of the Client’s technical equipment or internet connection, of the internet connection between the devices of End Customers (or of the Client) and the central Taxximo system, or of outages of third-party systems and services (e.g. telephone exchanges, SMS gateways, map service providers). For the event of such an outage, the Client shall arrange an alternative means of receiving and managing orders, for example direct calls between the drivers’ and the dispatcher’s telephones. The Provider does not warrant against losses, lost profit or damage caused by the unavailability of the Taxximo system or of third-party systems (SMS gateways, telephone exchanges, etc.).
  2. The Provider guarantees monthly availability of the system between 6:00 and 24:00 amounting to 90% of that time. Outages occurring outside the time specified in this paragraph and planned outages are not counted towards that time. The period from 24:00 to 6:00 (hereinafter the “Maintenance Window”) is reserved for updates and maintenance of the system, which need not be announced in advance. The Provider shall keep the system operational during this period as well, save for the time necessarily required for system administration.
  3. Throughout the term of the Agreement, the Client is obliged to provide the Provider with reasonable cooperation necessary for the provision of the Service.
  4. The Client is obliged to provide the Provider with information and materials that may relate to the Service provided and that are necessary for its performance.
  5. The Client is obliged to use the Taxximo information system only through persons to whom access to the application has been granted (Users). For this purpose, initial login credentials (username and password) have been issued to the Client. Users are obliged to change the initial password without undue delay. When using access credentials, Users shall follow standard principles for handling such credentials (regular password changes; a sufficiently strong password – at least 8 characters using at least one lower-case letter, one upper-case letter and one digit or special character; not recording the password on physical media such as a note stuck to the monitor, etc.).
  6. If the Client suspects that access credentials have been misused, the Client is obliged to notify the Provider of this fact without undue delay, in particular by telephone or e-mail to the Provider’s contact telephone number or e-mail address. In the event of suspected misuse of access credentials or other data, including security incidents or attacks, the Provider is entitled at any time to suspend the provision of the service or any part of it in order to prevent damage.
  7. The Client is obliged to provide the technical means for using the Taxximo system, and in particular to use the system in such a way that, where an End Customer places an order, the current data can be displayed immediately on the device running the designated application, and that, in the case of a binding order by an End Customer, the order statuses are updated faithfully in the continuously running application so that they correspond to the actual state of its fulfilment (e.g. that the driver is waiting at the pick-up point, has started the ride or has completed the ride).
  8. In order to prevent damage, the Client or the taxi driver is obliged to verify the binding nature of an End Customer’s order in the event of any possible doubt, taking into account the time, place and scope of the order. For example, if an order is placed from a location more than 10 km from the taxi rank or from an unusual location, the Client shall verify the order with the customer (by telephone, SMS, chat, etc.). If, according to common practice (as is customary with conventional telephone ordering), an order has inappropriate parameters, or if it is likely that the End Customer placed the order by mistake or entered incorrect details in it by mistake, the Client shall verify and clarify the order with the End Customer via chat, by telephone or by other means.
  9. The Client is obliged to have obtained consent or another legal basis authorising the recording and retention of the personal data entered into the Taxximo system, and may not provide the data contained in it to third parties without meeting the statutory requirements for personal data protection.
  10. The Client’s employees and drivers are obliged to provide their services in such a way that they behave decently, honestly and helpfully towards their customers and other persons; do not present opinions or materials that are contrary to human rights and freedoms or to the constitutional order (such as racist or fascist expression or discrimination against minorities); resolve justified complaints to the customer’s satisfaction; and keep their vehicles clean, tidy, fully functional in particular from a safety perspective, regularly serviced and hygienically sound. Persons who come into direct contact with customers must be decently dressed and observe standard hygiene requirements.

Article VI.
Term of the Agreement

  1. The Agreement is concluded for an indefinite period unless otherwise agreed in the Agreement. The validity and effectiveness of the Agreement may be terminated by notice given by either Party in accordance with the provisions of these GTC, or by withdrawal in the cases set out in these GTC or in the Agreement.
  2. The Provider is entitled to terminate the validity and effectiveness of the Agreement without stating a reason by written notice delivered to the Client. The notice period is two months and begins on the first day of the month following the month in which the notice was delivered to the Client.
  3. The Agreement is concluded without any lock-in. The Client is entitled to terminate the Agreement at any time without stating a reason by written notice delivered to the Provider. The notice period is one calendar month and begins on the first day of the month following the month in which the notice was delivered to the Provider. The Client is not obliged to purchase the Services for any minimum period or in any minimum volume; this is without prejudice to the price guarantee pursuant to Article II, para. 10 of these GTC.
  4. The Provider is entitled to withdraw from the Agreement in the event of a breach of the Agreement or of these GTC by the Client, or if the Client fails to make proper use of the Services under the Agreement for a period of at least one month. In the event of withdrawal from the Agreement, the Provider shall discontinue the provision of the Services to the Client. The withdrawal takes effect on the date of delivery of the notice of withdrawal to the other Party. Until the notice is delivered, the Provider may temporarily suspend the provision of the Services to the Client.
  5. Termination of the Agreement does not affect the validity of the provisions of Article IV and of Article VIII, paras. 1 and 2. Those provisions remain valid and effective regardless of the duration of the Agreement.
  6. The Provider is also entitled to withdraw from the Agreement if the statutory conditions for the operation of the system and for the activity of taxi services in the territory of the Slovak Republic change.

Article VII.
Methods of Delivery

  1. Written communications under the Agreement and these GTC are delivered in person, by post, by courier service or via electronic media (e-mail, fax). Written communications are delivered to the last address of the recipient known to the sender. Each Party is obliged to inform the other Party of any change of address.
  2. Written communications sent by post are deemed delivered, unless an earlier date of delivery is proven, on the third day after they are sent to the last known address of the recipient in the case of delivery within the territory of the Slovak Republic, or on the seventh day after they are sent to the last known address of the recipient in the case of delivery outside the territory of the Slovak Republic.
  3. Written communications delivered by courier service are deemed delivered on the fifth day after they are handed over to the courier service, unless an earlier date of delivery is proven.
  4. Written communications delivered via electronic media are deemed delivered on the business day following their dispatch. For such delivery to be valid, the communication must also be sent by post or courier service, or delivered in person, no later than the following business day. For the purposes of invoicing, notifications, alerts or announcements of changes in the provision of the services, the Provider may deliver documents electronically to the Client’s known address (e.g. an e-mail address), and no additional delivery of a physical copy of the document is required for their validity.
  5. For cases of delivery of written communications via electronic media bearing a qualified electronic signature, the Client and the Provider shall conclude an agreement on the recognition of such communication for the purposes of the Agreement.

Article VIII.
Common and Final Provisions

  1. The Parties have agreed that the rights and obligations of the Parties not governed by the Agreement and by these GTC shall be governed by the law of the Slovak Republic. The Parties hereby make a choice of law within the meaning of the relevant provisions of private international law. The Parties have agreed that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to the legal relationship established by the Agreement.
  2. The Parties have agreed that all disputes arising in connection with or on the basis of the Agreement shall be decided by the competent courts of the Slovak Republic.
  3. Each provision of the Agreement and of these GTC shall be interpreted so as to be effective and valid under the applicable legislation. However, should any provision be unenforceable, invalid or ineffective under the applicable legislation, the remaining provisions of the Agreement and of these GTC shall not be affected. In the event of such unenforceability, invalidity or ineffectiveness, the Parties shall agree in writing on a solution that preserves the context and purpose of the provision concerned.
  4. Neither the Client nor the Provider bears liability in the event of force majeure. In such cases, the Client and the Provider shall agree on the conditions for remedying the consequences in a separate agreement.
  5. The Client grants the Provider consent to state the Client’s name as a customer reference for the use of the subject matter of the Agreement. When stating such references, the Provider undertakes to respect confidential information and confidentiality obligations. The Client may withdraw this consent at any time.
  6. The Agreement may be amended only by written agreement of the Parties. Where the validity of the Agreement is terminated by agreement of the Parties, such agreement must be in writing.
  7. The Provider is entitled to amend or supplement these GTC unilaterally, in particular due to changes in legislation, the extension or modification of the functionalities of the Taxximo system, changes in market conditions or changes in the Provider’s business policy. The Provider shall notify the Client of any amendment of the GTC electronically to the Client’s e-mail address stated in the Agreement at least 1 (one) calendar month before the amendment takes effect, and shall publish the new wording of the GTC at www.taxximo.com. If the Client does not agree with the amendment of the GTC, it is entitled to terminate the Agreement by notice with effect no later than the date on which the amendment of the GTC takes effect; if the Client does not terminate the Agreement within that period, the Client is deemed to have agreed with the amendment of the GTC. This is without prejudice to the price guarantee pursuant to Article II, para. 10 of these GTC.
  8. These GTC take effect on 01.01.2025 and fully supersede any previous wording of the Provider’s general terms and conditions. In relation to Agreements concluded before that date, these GTC shall apply in accordance with para. 7 of this Article.