FlexClub Terms Of Service

Last update: 04 July 2022

These Terms of Service create a binding agreement (this “Agreement”) between you and FlexiiDrive B.V., a private limited liability company established in The Netherlands, having its offices at Vijzelstraat 68, Amsterdam, 1017 HL The Netherlands, registered at the Amsterdam Chamber of Commerce under number 69954283 (“FlexClub”). This Agreement governs your use of the FlexClub services, and those of FlexClub Affiliates, through the online vehicle subscription, rental and management marketplace at www.flex.club and www.flexclub.co.za, and/or such other addresses and via such other digital channels, apps and media as FlexClub shall publish from time to time (the “FlexClub Platform”), as well as any associated services provided by FlexClub, and the FlexClub website (collectively, the “Services”).

By using the Services, including by visiting the FlexClub Platform and registering an account with FlexClub, you accept and agree to be bound by this Agreement and you acknowledge that you have reviewed the FlexClub Privacy Policy. Nothing contained in this Agreement should be regarded as an offer, and FlexClub has complete discretion to accept or reject your registration to use the Services.

These Terms of Service contain the following Sections, with terms that apply to specific relationships:

Section 1 – General terms that apply to all agreements, visitors to the Platform and users of the Services;
Section 2 – Specific provisions that apply to Members; and
Section 3 – Specific provisions that apply to Vehicle Partners.

SECTION 1 - GENERAL TERMS THAT APPLY TO ALL AGREEMENTS
  • Scope of FlexClub Service

      1. Overview. FlexClub provides an online marketplace that connects companies that are in the business of renting vehicles (the “Vehicle Partners”) and independent and authorized drivers (the “Members”) either for (a) personal use or (b) providing passenger transportation and other services to third party users of approved platforms of any independent company (not affiliated with FlexClub), that provide a digital technology platform that enables Members to provide transportation or other related services to third parties (“Lead Generation Platform”). This includes ride-sharing platforms such as Uber. You may register with FlexClub to use the Services as either a Member or a Vehicle Partner. 

      2. FlexClub’s Role and Services. You acknowledge and agree that FlexClub and FlexClub Affiliates are technology and vehicle subscription management services providers that do not buy (except in connection with a Member’s option to buy in accordance with clause 5 below), rent, lease or sublease vehicles, or functions as a transportation carrier or as an agent for the transportation of passengers. When Members rent a specific vehicle from a Vehicle Partner, they are entering into a contract directly with each other, which will require the execution of a Subscription Agreement. FlexClub is not and does not become a party to such a Subscription Agreement. FlexClub shall act as a fully authorized agent on behalf of Vehicle Partners with respect to all vehicle subscription management services, including verification of vehicle and Member eligibility and payment processing, as detailed in this Agreement. FlexClub does not, and will not be deemed to, direct or control Members or Vehicle Partners generally or in their performance under this Agreement specifically. 

      3. Affiliates. This Agreement refers to certain “FlexClub Affiliates”, that are used by FlexClub in the performance of the Services, that may be operating in the metro area in which you are eligible and registered with FlexClub to use the Services (“Territory”). A FlexClub Affiliate includes any entity that directly or indirectly, controls, is under the control of, or is under common control with FlexClub.

      4. Your Responsibilities. You acknowledge and agree that: (a) you are solely responsible for determining the most effective and cost-effective manner to enter into any subscription relationship; (b) except for the Services, you will provide all necessary devices, data plans, and other materials, at your own expense, necessary to use and benefit from this Agreement. 

      5. Third-Party Services and Links. The Services may contain links to third-party content and integrations with third-party platforms, including Lead Generation Platforms and data gathering services. FlexClub does not accept responsibility for any loss or damage that may arise from your use of such third-party content and integrations. 

      6. Credentials. You agree to maintain the email and password associated with your user profile in confidence, and that you will not share these credentials with any third party. You will immediately notify FlexClub of any actual or suspected breach or improper use or disclosure of your credentials.  

    • Eligibility 

        1. Eligibility. By using the Services, you affirm that you: (a) are an individual 18 years of age or over or a duly organized, validly existing business, organization or other legal entity in good standing under the laws of the country you are established; (b) are able to enter into legally binding contracts; (c) have not previously been terminated, removed, or suspended from the Services; and (d) have not previously entered into, and during the term will not enter into, any agreement that would prevent you from complying with this Agreement.

        2. Specific requirements. Sections 2 and 3 contain additional provisions with respect to eligibility to enter into this Agreement for Members and Vehicle Partners respectively. 

    • Use of the Services

        1. License Grant. Subject to the terms and conditions of this Agreement, FlexClub hereby grants you a non-exclusive, royalty-free, non-transferable, non-sublicensable, non-assignable license, during the term of this Agreement, to use the Services solely for the purpose of obtaining vehicle subscription marketplace and vehicle subscription management and payment processing services as a Vehicle Partner or Member. All rights not expressly granted to you in this Agreement are reserved by FlexClub and its respective licensors.

        2. Restrictions. You shall not, and shall not allow any other party to (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise provide or make available to any other party the Services in any way; (b) modify or make derivative works based upon the Services; (c) improperly use the Services, including creating internet “links” to any part of the Services or website, “framing” or “mirroring” any part of the Services on any other websites or systems, or “scraping” or otherwise improperly obtaining data from the Services; (d) reverse engineer, decompile, modify, or disassemble the Services, except as allowed under applicable law; or (e) send spam or otherwise duplicative or unsolicited messages. In addition, you shall not, and shall not allow any other party to, access or use the Services to (i) design or develop a competitive or substantially similar product or service, (ii) copy or extract any features, functionality, or content thereof; (iii) launch or cause to be launched on or in connection with the Services an automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program which may multiple server requests per second, or unduly burden or hinder the operation and/or performance of the Services or any related systems or networks, all except to the extent such actions must be allowed under applicable laws. 

        3. Your Obligations. You shall always use the Services in compliance with the terms of this Agreement and any other policies and standards incorporated herein. You warrant that your use of the Services will always comply with applicable laws and shall not infringe the rights of any other person. You further warrant that you will only use the Services and the Subscription Vehicle for the specific purposes for which they are intended and according to what you have selected and agreed with FlexClub and/or the Vehicle Partner (e.g. for personal purposes; or for purposes of passenger transportation, delivery or related or similar services).

    • Subscription vehicle

        1. Commencement of Subscription Period. To subscribe for a vehicle, the Member and the Vehicle Partner will be required to complete a Subscription Agreement, that contains a description of the vehicle that is made available to the Member (the “Subscription Vehicle”). Handover of the Subscription Vehicle will occur at a Vehicle Partner, FlexClub or FlexClub Affiliate location. Handover may occur at an alternative location, which may incur additional charges. At the time of handover, the Vehicle Partner or FlexClub personnel will inspect and document the condition of the Subscription Vehicle. The subscription period will start on the date that the Subscription Agreement is signed by both the Member and the Vehicle Partner and not exceed a period of one hundred and fifty-six (156) weeks without the express written consent of FlexClub (the “Subscription Period”). 

        2. Vehicle Return. At the end of the Subscription Period, the Subscription Vehicle must be returned to a Vehicle Partner, FlexClub or FlexClub-approved location. Vehicle Partner or FlexClub personnel will inspect the Subscription Vehicle and document the condition of the Subscription Vehicle. The Member will be liable for any damage to the Subscription Vehicle that occurs during the Subscription Period, as recorded during this inspection.

    • Option to Buy

      1. Rest of the World (excluding South Africa)

        1. Option to Buy. The Member will have the option to buy the Subscription Vehicle during the Subscription Period, provided that the Subscription Period has lasted for at least twelve (12) months (or such other period as FlexClub may in its sole discretion determine), and subject to the terms and conditions set out in a Purchase Agreement to be entered into between the Member and the Vehicle Partner. 

        2. Purchase Price. The purchase price will be updated and communicated in writing by FlexClub to the Member from time to time, via the FlexClub Platform or other appropriate channel(s), and will be subject to monthly depreciation and adjustments for vehicle idle time and outstanding subscription payments and other relevant amounts due.

        3. Termination of Option to Buy. If the Vehicle Partner terminates this Agreement or a Subscription Agreement, the Member will still have the option to buy the Subscription Vehicle if the Subscription Period has lasted for at least twelve (12) months (or such other period as FlexClub may in its sole discretion determine). The Vehicle Partner is entitled to terminate the option to buy for a Subscription Vehicle by providing at least sixty (60) days’ notice to FlexClub and the Member. If FlexClub or the Member terminates this Agreement or a Subscription Agreement, the Member will lose the option to buy. 

      2. South Africa

        1. Option to Buy: 

          1. FlexClub or its designated FlexClub Affiliate will have the option to buy the Subscription Vehicle from the Vehicle Partner during the Subscription Period, provided that the Subscription Period has lasted for at least twelve (12) months (or such other period as FlexClub may in its sole discretion determine), and subject to the terms and conditions set out in a Purchase Agreement to be entered into between FlexClub or its designated FlexClub Affiliate (as the case may be) and the Vehicle Partner; and

          2. The Member will have the option to buy a vehicle of comparable make, model, condition and value to the Subscription Vehicle, which may or may not be the Subscription Vehicle itself (“Comparable Vehicle”), during the Subscription Period, provided that the Subscription Period has lasted for at least twelve (12) months (or such other period as FlexClub may in its sole discretion determine), and subject to the terms and conditions set out in a Purchase Agreement to be entered into between the Member and FlexClub or its designated FlexClub Affiliate. 

          3. Purchase Price. The purchase price will be updated and communicated in writing by FlexClub to the Member from time to time, via the FlexClub Platform or other appropriate channel(s), and will be subject to monthly depreciation and adjustments for vehicle idle time and outstanding subscription payments and other relevant amounts due.

          4. Termination of Option to Buy. If the Vehicle Partner terminates this Agreement or a Subscription Agreement: 

            1. FlexClub or its designated FlexClub Affiliate will still have the option to buy the Subscription Vehicle if the Subscription Period has lasted for at least twelve (12) months (or such other period as FlexClub may in its sole discretion determine). The Vehicle Partner is entitled to terminate the option to buy for a Subscription Vehicle by providing at least sixty (60) days’ notice to FlexClub. If FlexClub terminates this Agreement, it will still be entitled to exercise its option for a further ninety (90) days following termination; and

            2. the Member will still have the option to buy a Comparable Vehicle if the Subscription Period has lasted for at least twelve (12) months (or such other period as FlexClub may in its sole discretion determine). FlexClub is entitled to terminate the option to buy for a Comparable Vehicle by providing at least sixty (60) days’ notice to the Member. If the Member terminates this Agreement or a Subscription Agreement, the Member will lose the option to buy.

     

    • Disclaimer of Warranties; No Service Guarantee

        1. Disclaimer of Warranties. You expressly agree that your use of the Services is at your own risk. FlexClub provides, and you accept, the Services on an “as is” and “as available” basis, to the fullest extent permitted by law. Without limiting the foregoing, and except as expressly provided in this Agreement, FlexClub does not warrant that the services will be uninterrupted, free of viruses and other harmful components, accurate, error free, or reliable, or that any defects or errors will be corrected, or does it make any warranties or representations as to the accuracy, currency, or completeness of any information made available through the Services, whether provided in text, audio, video, graphical, or other form. FlexClub is not responsible or liable for any decisions you may make in reliance on the Services, or for any defects or errors that may result from your provision of incomplete or inaccurate information to FlexClub. No advice or information obtained by you from FlexClub will create any warranty. Notwithstanding FlexClub’s appointment as the limited payment collection agent for the purpose of accepting payment from Members on behalf of Vehicle Partners, FlexClub shall not be liable for any act or omission of the Vehicle Partner, the Member, or other third party.

        2. No Service Guarantee. FlexClub does not guarantee the availability or uptime of the Services.  You acknowledge and agree that the Services may be unavailable at any time and for any reason (e.g., due to scheduled maintenance or network failure). Further, the Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications, and FlexClub is not responsible for any delays, delivery failures, or other damages, liabilities or losses resulting from such problems. 

        3. 3rd-Party Open Banking API’s. You expressly understand and agree that:

          1. Your use of each service provided by a Bank API Provider through or in connection with the FlexClub Platform (“Bank API Service”) and all information, products and other content (including that of third parties) included in or accessible from the Bank API Service is at your sole risk. Each Bank API Service is provided on an "as is" and "as available" basis. FlexClub and the Bank API Providers expressly disclaim all warranties of any kind as to the Bank API Services and all information, products and other content (including that of third parties) included in or accessible from the Bank API Provider Services, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.

          2. FlexClub and the Bank API Providers make no warranty that (i) the Bank API Services will meet the requirements we need to properly facilitate your full enjoyment of and benefit from the Services, or your participation in the FlexClub “Drive-to-Buy” Rewards Program (ii) the Bank API Services will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the Bank API Services will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by us through the Bank API Services will meet our expectations, or (v) any errors in the technology will be corrected..

    • Limits of Liability

        1. Generally. FlexClub and its affiliates shall not be liable under or related to this Agreement for any of the following, whether based on contract, tort or any other legal theory, even if a party has been advised of the possibility of such damages: (i) any consequential damages of any type or kind; or (ii) your or any third party’s property damage, or loss or inaccuracy of data, or loss of business, revenue, profits, use or other economic advantage. Nothing in this clause 7 purports to limit or exclude liability that cannot be limited or excluded by applicable law.

        2. Vehicle Partners. Except for FlexClub’s obligations to pay amounts due to the Vehicle Partner pursuant to this Agreement, but subject to any limitations or other provisions contained in this Agreement which are applicable thereto, in no event shall the liability of FlexClub or its Affiliates under this Agreement exceed the amount of service fees actually paid to or due to FlexClub hereunder in the six (6) month period immediately preceding the event giving rise to such claim.  

        3. Members. In no event shall the liability of FlexClub or its Affiliates under this Agreement exceed the amount of service fees collected hereunder in the six (6) month period immediately preceding the event giving rise to such claim.

        4. Bank API Providers. FlexClub, Bank API Providers and their respective affiliates and account providers shall not be liable for any losses or harms, which lawyers and courts often call direct, indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses, even if we or the relevant Bank API Provider have been advised of the possibility of such losses or damages, resulting from: (i) the use or the inability to use the Bank API Services; (ii) the cost of getting substitute goods and services; (iii) any products, data, information or services purchased or obtained or messages received or transactions entered into, through or from the Bank API Services; (iv) unauthorised access to or alteration of your transmissions or data; (v) statements or conduct of anyone on the Bank API Services; (vi) the use, inability to use, unauthorised use, performance or non-performance of any third party account provider site, even if the provider has been advised previously of the possibility of such damages; or (vii) any other matter relating to the Bank API Services

  • Force Majeure 

        1. With Respect to FlexClub. FlexClub will be excused from performance under this Agreement for any period when it is prevented from or delayed in performing any obligations under this Agreement, in whole or in part, due to circumstances beyond its reasonable control, including but not limited to acts of God, flood, fire, earthquake, epidemic, pandemic, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, telecommunications, network, computer, server or Internet downtime, unauthorized access to FlexClub’s information technology systems by third parties, or passage of law or any action taken by a governmental or public authority, including imposing an embargo (“Force Majeure”).

        2. With Respect to Vehicle Partner and Members. If you, as either Vehicle Partner or Member, are prevented from complying with any of your obligations set forth in this Agreement for any period as a result of Force Majeure then you shall immediately provide notice thereof to FlexClub: (a) specifying the cause and anticipated duration of the force majeure; and (b) promptly upon termination of the Force Majeure, stating that such Force Majeure has terminated. Compliance with any obligations set forth in this Agreement shall be suspended from the date on which notice is given of force majeure until the date on which notice is given of termination of force majeure. You shall not be liable for any delay or failure to comply with any obligation hereunder, or loss or damage due to or resulting from the Force Majeure, provided that you use and continue to use your best efforts to comply with such obligation(s).

        3. Termination. If a Force Majeure event continues for more than sixty (60) days, the affected counterparty may terminate this Agreement. The terminating party will not be entitled to claim damages as a result of the other party’s delay or failure to comply with any obligations due to the Force Majeure event.  

    • Indemnification

        1. Generally. You shall indemnify, defend (at FlexClub’s option) and hold harmless FlexClub and the FlexClub Affiliates and their respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines, statutory contributions and taxes arising out of or related to: (a) your breach of your obligations, warranties, representations and/or other undertakings under this Agreement; or (b) a claim by a third party users (including regulators and governmental authorities) directly or indirectly related to your provision of transportation or other services or use of the Services.

        2. Members. The Member shall always be and remain liable for any loss or damage, including consequential loss, caused to FlexClub, the Vehicle Partner, the Subscription Vehicle, any third party, and/or to the property of any third party, during the Subscription Period, regardless of whether such loss or damage is caused by a wilful or negligent act or not, and/or regardless of whether the Subscription Vehicle is being driven by you or not at the time that such loss or damage was sustained. As such, the Member will indemnify, defend (at Vehicle Partner’s option) and hold harmless the Vehicle Partner for any damages or losses arising out of or in connection with your use of the Subscription Vehicle including, without limitation, any damage or loss relating to a vehicle not being available when it was supposed to be, any malfunction of or deficiency in the Subscription Vehicle, any breach of warranty or other obligation by any manufacturer or other third party, any personal injury or property damage suffered by you or any passengers or other third parties. This indemnity shall not apply to any damages or losses resulting from the Vehicle Partner’s gross negligence or wilful misconduct.

    • Taxes

        1. Taxes. You acknowledge and agree that you are responsible for taxes on your own income arising from any subscription, rental and/or the provision of transportation or other services. You acknowledge and agree that you are required to complete all applicable tax registration obligations and calculate and remit all tax liabilities as required by the applicable law. You must provide FlexClub with all relevant tax information upon request. Notwithstanding anything to the contrary in this Agreement, FlexClub may in its reasonable discretion based on the applicable tax and regulatory considerations, collect and remit taxes resulting from your business activities and/or provide any of the relevant tax information you provide directly to the applicable governmental tax authorities on the your behalf or otherwise. 

        2. Other tax and labor obligations. You acknowledge and agree that you are solely responsible for any labor and tax obligation you may have as employer or tax withholder including but not limited to the payment of ordinary and extraordinary salaries, vacations, bonuses, seniority premium, indemnifications in case of unjustified dismissal, accidents, as well as any obligation derived from the applicable laws.  

    • Term and Termination 

      1. Term.  This Agreement shall commence on the date that you execute it (by registering an Account with FlexClub and indicating your acceptance of this Agreement in the prescribed means) and shall continue until terminated as set forth herein.

      2. Termination of Agreement 

        1. By Either Party. Either you or FlexClub may terminate this Agreement:

          1. without cause at any time upon fourteen (14) days prior notice to the other party;

          2. immediately, without notice, for the other party’s material breach of this Agreement;

          3. immediately, without notice, in the event of the insolvency or bankruptcy of the other party, or upon the other party’s filing or submission of request for suspension of payment (or similar action or event) against the terminating party. 

    If this Agreement is terminated pursuant to this provision, your user profile will be deactivated and, unless FlexClub in its sole discretion determines otherwise in writing,  any outstanding Subscription Agreements will be terminated and options to purchase forfeit.

    1. By FlexClub. FlexClub may terminate this Agreement or deactivate you immediately, without notice, if you:

      1. violate or commit a breach of this Agreement or of any Subscription Agreement;

      2. no longer qualify, under applicable law or the standards and policies of FlexClub, to provide transportation or other services with an approved Lead Generation Platform or to operate the Subscription Vehicle, or as otherwise set forth in this Agreement;

      3. disparage FlexClub or any FlexClub Affiliate(s);

      4. commit an act or omission that causes harm to FlexClub’s or any FlexClub Affiliate(s)’ brand, reputation or business as determined by FlexClub in its sole discretion. 

    FlexClub may also terminate this Agreement or deactivate you immediately, without notice, for any other reason at the sole and reasonable discretion of FlexClub. If this Agreement is terminated pursuant to this provision, your user profile will be deactivated and, unless FlexClub in its sole discretion determines otherwise in writing, any outstanding Subscription Agreements will be terminated.

    1. Termination of Subscription Agreements

      1. Termination by FlexClub. FlexClub may terminate a Subscription Agreement on behalf of a Vehicle Partner in the event that the Member commits a breach of the Subscription Agreement or should FlexClub  have any concern about the Member’s use of a Subscription Vehicle. FlexClub will provide at least thirty (30) days’ notice of termination, or such shorter period as FlexClub may in its sole discretion determine necessary should it believe a more immediate termination be needed to protect the interests of FlexClub, any FlexClub Affiliate(s) and/or the Vehicle Partner.

      2. The Member may terminate a Subscription Agreement (unless otherwise provided in such agreement) at any time on written notice to FlexClub and the Vehicle Partner. Following any such termination, the Member will still be expected and required, amongst other things, to make payment in full of all fees and amounts which were due by them up to and including the date of termination,  including without limitation the full Subscription Price for the month in which they terminate, and they shall not be entitled to any refunds, credits, payments and/or reductions in respect of any: (i) fees or amounts paid or payable by them; or (ii) days, mileage, reward points or other benefits which the Member did not make use of in whole or in part prior to termination. 

      3. Other than a termination on written notice in accordance with (b) above, should the Member terminate, repudiate or  commit any breach of the  Subscription Agreement or these Terms of Service, or commit any other act which creates the reasonable impression that they no longer consider themselves to be bound by the Subscription Agreement, or attempt to do any of these things, they will be liable to pay a penalty equal to 30 (thirty) days’’ Subscription Price, and the Member hereby irrevocably authorises FlexClub to recover any such shortage directly from their banking account, debit card or credit card, or from their Lead Generation Platform earnings.

      4. A Vehicle Partner may terminate the Subscription Agreement with at least thirty (30) days’ notice to FlexClub and the Member.  Should the Vehicle Partner terminate, repudiate or commit any act which creates the reasonable impression that they no longer consider themselves to be bound by the Subscription Agreement, or attempt to do any of these things, they will be liable to pay a penalty equal to four (4) weeks’ Subscription Price. This penalty will be deducted by FlexClub from accrued Subscription Price payments owed to them at the relevant time. 

      5. Termination for Payment Default. If you are a Member and unable to cover your Subscription Price in any given week, FlexClub will give you and the Vehicle Partner notice of the arrears. From that date, you will have fourteen (14) days to make up the arrears (the “Notice Period”). If you are unable to do so, the Subscription Agreement will terminate at the end of the Notice Period.

      6. Inoperable Vehicle. If the Subscription Vehicle becomes inoperable during the Subscription Period and cannot be fixed or replaced within two (2) working days, or a reasonable time frame agreed upon by the Vehicle Partner and the Member, unless otherwise agreed between the Member and the Vehicle Partner, FlexClub may terminate the Subscription Agreement on behalf of either party with immediate effect. The Member will not be charged for the remainder of the Subscription Period following any such termination.

    2. Effect of Termination. Upon termination of the Agreement, you shall immediately cease all use of the Services. The Member must return the Subscription Vehicle to the FlexClub or Vehicle Partner location as soon as possible (and no later than 24 hours after receiving notice of termination of this Agreement and/or your Subscription Agreement). 

    • Data and Privacy 

        1. Data. Through your use of the Services, FlexClub collects data and information about you and your access to and use of the Services (“FlexClub Data”), personal data from you (such as information from your user profile), as well as data and information about third party users made available to you as a Vehicle Partner or Member in connection with the provision of transportation and/or other services (“Third Party Information”). FlexClub processes personal data in accordance with its Privacy Policy.

        2. Privacy. Subject to all applicable laws, FlexClub may provide to a third party any information (including personal data and any FlexClub Data) about you, as a Member or Vehicle Partner, provided hereunder if: (a) there is a complaint, dispute or conflict, including an accident, between a Member and a user of transportation or other services; (b) it is necessary to enforce the terms of the Agreement; (c) it is required, in FlexClub’s sole discretion, by applicable law or regulation; (d) it is necessary, in FlexClub’s sole discretion, to (1) protect the safety, rights, property or security of FlexClub, the Services or any third party, (2) detect, prevent or otherwise address fraud, security or technical issues, and/or (3) prevent or stop activity which FlexClub, in its sole discretion, considers to be, or to pose a risk of being, illegal, unethical or legally actionable; or (e) it is required or necessary, in FlexClub’s sole discretion, for insurance or other purposes related to your ability to qualify, or remain qualified, to use the Services. You understand and agree that FlexClub may retain your personal data for legal, regulatory, safety, and other necessary purposes after this Agreement is terminated. 

        3. Location Based Services. You consent to FlexClub installing a tracking device on the Subscription Vehicle that records geo-location information. The cost of the tracking device will be deducted from the Vehicle Partner’s Subscription income. You consent to having the geo-location of the Subscription Vehicle tracked by FlexClub via the installed device throughout the Subscription Period. In addition, FlexClub may share and use Members’ geo­-location information for safety, security, technical, marketing and commercial purposes, including to provide and improve the Services.

    • 3rd-party open banking apis

      1. In providing some of the Services, including without limitation the FlexClub “Drive-to-Buy” Rewards Program, we make use of Bank API Providers.

      2. Provide Accurate Information. You agree to provide true, accurate, current and complete information about yourself and your banking accounts, and you agree to not misrepresent your identity or your banking account information. You agree to keep your banking account information up to date and accurate.

      3. Internet Banking Terms. You warrant that your use of the Services, insofar as they include Bank API Services, complies with the terms and conditions of your own Internet Banking services.

      4. Content You Provide. You are licensing to FlexClub and each Bank API Provider, any data, passwords or other information (collectively, “Content”) that you provide through or to each Bank API Service. FlexClub and each Bank API Provider may use, modify, display, distribute and create new material using such Content only to provide the Bank API Services, our Services and your participation in the FlexClub “Drive-to-Buy” Rewards Program to you. By submitting Content, you automatically agree, or promise that the owner of such Content has expressly agreed that, without any particular time limit, and without the payment of any fees, FlexClub and each Bank API Provider may use the Content for the purposes set out above.

      5. Third Party Accounts. By using each Bank API Service, you authorise us and the Bank API Providers to access third party sites designated by you, on your behalf, to retrieve information that we require to facilitate and make available the Services and the FlexClub “Drive-to-Buy” Rewards Program to you. For all purposes hereof, you hereby grant us and each Bank API Provider a limited power of attorney, and you hereby appoint us and the Third Party Provider as your true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for you and in your name, place and stead, in any and all capacities, to access third party Internet sites, servers or documents, retrieve information, and use your information, all as described above, with the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with such activities, as fully to all intents and purposes as you might or could do in person, only as required to provide you the Services and your participation in the FlexClub Rewads Program. You acknowledge and agree that when we or a Bank API Provider accesses and retrieves information from third party sites, we and the Bank API Provider are acting as your agent, and not the agent or on behalf of the third party. You agree that third party account providers shall be entitled to rely on the foregoing authorisation, agency and power of attorney granted by you. you understand and agree that no Bank API Service is endorsed or sponsored by any third-party account providers accessible through the Bank API Service.

      6. Third Party Beneficiary. You agree that the Bank API Provider is a third-party beneficiary of the above provisions, with all rights to enforce such provisions as if the Bank API Provider were a party to this Agreement.

     

    • INTELLECTUAL PROPERTY 

        1. Ownership. The Services and FlexClub Data, including all intellectual property rights therein and in any and all content published on the FlexClub Platform or on other authorised FlexClub channels and media, are and shall remain the property of FlexClub, FlexClub Affiliates and their respective licensors.  

        2. FlexClub Marks and Names. You acknowledge FlexClub’s rights in its FLEXCLUB family of trademarks and names, including FLEXIIDRIVE, and FLEXCLUB, alone and in combination with other letters, punctuation, words, symbols and/or designs, the FlexClub Logo (“FlexClub Marks and Names”). You agree that you will not try to register or otherwise claim ownership in any of the FLEXIIDRIVE or FLEXCLUB Marks and Names, alone or in combination with other letters, punctuation, words, symbols and/or designs, or in any confusingly similar mark or name. 

    • Confidentiality

        1. Confidential Information. You and FlexClub both acknowledge and agree that in the performance of this Agreement each may have access to or may be exposed to, directly or indirectly, confidential information of the other party (“Confidential Information”). If you are a Member, you acknowledge and agree that in the performance of this Agreement, you may have access to or may be exposed to, directly or indirectly, confidential information of Vehicle Partner(s); and if you are a Vehicle Partner, that of Member(s). Confidential Information includes FlexClub Data, user profile information, third party information, and other marketing and business plans, business, financial, technical, operational and such other non-public information of FlexClub or any Vehicle Partner or Member (whether disclosed in writing or verbally) that such party designates as being proprietary or confidential or of which the receiving party should reasonably know that it should be treated as confidential.

        2. Restrictions. You and FlexClub each acknowledge and agree that: (a) all Confidential Information shall remain the exclusive property of the disclosing party (whether it be FlexClub, Vehicle Partners, or Members); (b) no party shall use the Confidential Information of FlexClub, Vehicle Partners, or Members for any purpose except in furtherance of this Agreement; (c) no party shall disclose the Confidential Information of FlexClub, Vehicle Partners, or Members to any third party, except to its employees, officers, contractors, agents and service providers as necessary to perform under this Agreement, provided such persons are bound in writing to obligations of confidentiality and non-use of Confidential Information no less protective than the terms hereof; and (d) each party shall return or destroy all Confidential Information of the disclosing party (whether it be of FlexClub, Vehicle Partners, or Members) upon the termination of this Agreement or at the request of the disclosing party (subject to applicable law and, with respect to FlexClub, its internal record-keeping requirements). 

        3. Data Security. You and FlexClub shall undertake all reasonable security measures, digital or otherwise, to protect the Confidential Information supplied to them and control access to it. As a Vehicle Partner or Member, if you learn of a breach in your systems or other unauthorized leak of Confidential Information, you must immediately notify FlexClub (no later than 24 hours after you learn of the incident), and provide the following information: (a) the Confidential Information that was breached, leaked, or otherwise compromised; (b) when the incident occurred; and (c) any other information requested by FlexClub to assist in remedial efforts.

        4. Excluded Items. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it: (a) is or becomes part of the public domain through no act or omission on the part of the receiving party; (b) was possessed by the receiving party prior to the date of this Agreement without an obligation of confidentiality; (c) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto; or (d) is required to be disclosed pursuant to law, court order, subpoena or governmental authority, provided the receiving party notifies the disclosing party thereof and provides the disclosing party a reasonable opportunity to contest or limit such required disclosure.

    • Amendment of the Agreement

        1. Amendments to Terms. FlexClub reserves the right to modify this Agreement at any time. Please check these Terms of Service and/or this Agreement periodically so that you are aware of any changes. We will notify you by e-mail to the address provided in your user profile and/or by posting a notice on the FlexClub Platform of any changes to this Agreement. Any modifications will be effective upon your acceptance of the modified terms, or upon your continued use of the Services after we send or post a notice of the changes, whichever is earlier.  

        2. Supplemental Terms. Supplemental terms may apply to your use of the Services, such as use policies or terms related to certain features and functionality (“Supplemental Terms”), which may be modified from time to time. You may be presented with certain Supplemental Terms from time to time. Supplemental Terms are in addition to, and shall be deemed a part of, this Agreement. Supplemental Terms shall prevail over this Agreement in the event of a conflict.

        3. Linked Documents. FlexClub reserves the right to modify any information referenced at hyperlinks from this Agreement from time to time. Such changes will be effective immediately upon publication. 

        4. Termination. If you do not agree with any amendment made to this Agreement, you must cancel your registration and stop accessing the FlexClub Platform or using the Services. In the event that you do not agree with an amendment, any outstanding subscription or Subscription Agreement you have through FlexClub will, unless FlexClub determines otherwise in its sole discretion and in writing, be terminated. 

    • Governing Law; Dispute Resolution

        1. Types of Disputes. This clause 16 applies to: (a) any claim, dispute, action or proceeding arising from or related to your use of the Services or this Agreement (“FlexClub Dispute”); and (b) any claim, dispute, action or proceeding between an Vehicle Partner and a Member arising from or related to or regarding a specific subscription (“Subscription Dispute”). Together, these will be referred to as “Disputes.”

        2. Governing Law. Except as otherwise set forth in this Agreement, this Agreement shall be exclusively governed by and construed in accordance with the laws of The Netherlands, excluding its rules on conflicts of laws. The Vienna Convention on the International Sale of Goods of 1980 (CISG) shall not apply.  

        3. Notice of Dispute. In the event of a Dispute, the complaining party must give the other a written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the Dispute, and a proposed solution, including any relief sought (“Notice of Dispute”). This can be sent via e-mail to the e-mail address of the other party. Any Notice of Dispute must be received by the relevant party within twelve (12) months of the first occurrence of the events giving rise to the Dispute. If a Notice of Dispute is not received within twelve (12) months, the Dispute is barredInitiation of Arbitration. A Dispute can be referred to and shall in that case be exclusively and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (“ICC Arbitration Rules”). The ICC Rules’ Emergency Arbitrator provisions are excluded. Details. The Dispute shall be resolved by one (1) arbitrator to be appointed in accordance with the ICC Rules. The place of arbitration shall be Amsterdam, The Netherlands. The language of the arbitration shall be English.  

        4. Confidentiality. The existence and content of the mediation and arbitration proceedings, including documents and briefs submitted by the parties, correspondence from and to the ICC, correspondence from the mediator, and correspondence, orders and awards issued by the sole arbitrator, shall remain strictly confidential and shall not be disclosed to any third party without the express written consent from the other party unless (i) the disclosure to the third party is reasonably required in the context of conducting the mediation or arbitration proceedings, and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein.

    • Miscellaneous Terms

      1. No Relationship. You agree that no joint venture, partnership, employment, or agency relationship exists between you and FlexClub as a result of this Agreement or your access to and use of the Services. You are not authorized to make any commitments on behalf of FlexClub and FlexClub will not make commitments on your behalf, except as is required for the effective performance of the Services or as expressly stated in this Agreement. If you enter into this Agreement, you acknowledge that the relationship is solely that of independent contractors.

      2. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of this Agreement but the legality, validity and enforceability of the remainder of this Agreement shall not be affected.  In that event, the parties shall replace the illegal, invalid or unenforceable (part of the) provision with a (part of a) provision that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable (part of the) provision, given the contents and purpose of this Agreement.

      3. Assignment. You may not assign or transfer this Agreement or any of your rights or obligations hereunder, in whole or in part, without the prior written consent of FlexClub. FlexClub may assign or transfer this Agreement or any or all of its rights, benefits or obligations hereunder, in whole or in part, under this Agreement from time to time without your consent. 

      4. Waiver. FlexClub’s failure to enforce any provisions of this Agreement or respond to a violation by any party does not waive FlexClub’s right to later enforce any terms or conditions of the Terms or respond to any violations.

      5. Entire Agreement. This Agreement, including all Supplemental Terms, the FlexClub Privacy Policy, FlexClub “Drive-to-Buy” Rewards Program Terms and any Linked Documents, constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter.  

      6. No Third Party Beneficiaries. Save where this Agreement expressly confer rights on FlexClub Affiliates, the parties acknowledge that there are no third party beneficiaries to this Agreement.  Nothing contained in this Agreement is intended to or shall be interpreted to create any third party beneficiary claims.  

      7. Notices. Any notice delivered to you by FlexClub under this Agreement will be delivered by email to the e-mail address associated with your account or by posting on the online port all available to you on the FlexClub Platform.  Any notice delivered by you to FlexClub under this Agreement will be delivered by contacting FlexClub at Legal@flex.club.  Additional Territory-specific notices may be required from time to time.

    SECTION 2 – SPECIFIC PROVISIONS THAT APPLY TO MEMBERS

    • The member’s eligibility to use the services

    1. Eligibility. To be eligible to use the Services as a Member, you must at all times: (a) hold and maintain (i) a valid driver’s license with the appropriate level of certification to operate the Subscription Vehicle, and (ii) to the extent that you are using the Services in part or in full in connection with passenger transportation and/or delivery services, all licenses, permits, approvals and authority that are necessary to provide passenger transportation or other services to third parties in the Territory (such as a current Lead Generation Platform account); (b) to the extent that you are using the Services in part or in full in connection with passenger transportation and/or delivery services, possess the appropriate and current level of training, expertise and experience to provide passenger transportation or other services in a professional manner with due skill, care and diligence; and (c) maintain high standards of professionalism, service and courtesy in your provision of passenger transportation or other services. You hereby represent and warrant that you will comply with all applicable laws in your performance of this Agreement, including holding and complying with all permits, licenses, registrations and other governmental authorizations necessary to provide (i) passenger transportation or other services using the Subscription Vehicle pursuant to this Agreement, and (ii) passenger transportation or other services to third parties in the Territory generally. 

    2. FlexClub Verification of Members. You acknowledge and agree that FlexClub shall take reasonable measures and exercise complete discretion to ensure that each Member shall at all times comply with its obligations pursuant to this Agreement. In order to check your credit record, history and creditworthiness, you hereby give your consent to and permit FlexClub, the relevant FlexClub Affiliate and/or our respective agents (a) contacting, requesting and obtaining information from any credit or service provider (or potential credit or service provider) or registered credit bureau relevant, or via a Bank API Provider or other third-party integrated credit assessment applications, to an assessment of your behaviour, profile, payment patterns, indebtedness, whereabouts, and creditworthiness, and using this information to assess your eligibility to, amongst other things, register and maintain a FlexClub account, and to subscribe for, rent and drive a Subscription Vehicle; and (b) furnish information concerning your behaviour, profile, payment, indebtedness, whereabouts, and creditworthiness to any registered credit bureau or to any credit or service provider (or potential credit or service provider) seeking a trade reference regarding your dealings with us.

    3. Documentation. To ensure the Member’s compliance with all requirements set forth above, and to allow FlexClub to comply with any regulatory requirements, the Member must provide FlexClub with written copies of any relevant licenses, permits, approvals, authority, registrations, certifications and any other documentation or information which FlexClub may from time to time and in its sole discretion stipulate (collectively, “Documentation”) prior to entering into a Subscription Agreement, and throughout the Subscription Period as that Documentation is renewed. Failure to provide or maintain such Documentation shall constitute a material breach of this Agreement. As a Member, you consent to FlexClub’s review and verification of any Documentation provided. 

    4. Member Account Registration. When you register for the Services, you will first be asked to select a subscription category to start your registration. You may be asked to create a user profile using amongst other things your Lead Generation Platform account credentials (where you will be using the Services for passenger transportation, delivery or related services), banking account details and banking credentials or you may be asked to create a user profile by providing your name, a valid and current email address, your mobile number, and a password. In either case, you will need to link your Lead Generation Platform account (where applicable), bank account or other payment platform account to your FlexClub account in order to use the Services. In order to complete your registration where you will be using the Services for passenger transportation, delivery or related services, you will need to provide FlexClub information regarding your eligibility to drive the Subscription Vehicle on the relevant Lead Generation Platform, including a valid driver’s license. In all cases, you mayl also need to come into a FlexClub or FlexClub Affiliate location for an interview to complete the registration process, which may involve additional discussion of your driving experience and record. FlexClub will verify any information provided, and may reject your registration if any of the conditions are not met, or for any other reason, in its sole discretion. 

    5. Member Responsibilities. Further to all other duties and obligations of Members under this Agreement, you further acknowledge and agree that, except to the extent specifically provided in this Agreement or in the Subscription Agreement:

      1. you will provide all necessary devices, data plans, and other materials, at your own expense and risk, necessary to use and benefit from the Services, any Lead Generation Platforms and the Subscription Vehicle; 

      2. on expiry or termination of the Subscription Agreement, you shall return the Subscription Vehicle undamaged, in good order and in roadworthy condition, fair wear and tear excepted;

      3. you may not make - or permit anyone else to make - any alterations, modifications, additions, installations or removals of any kind (whether mechanical, cosmetic or otherwise) to, on or from the Subscription Vehicle, without the express and specific prior written permission of the Vehicle Partner and FlexClub;

      4. in the event that you fail to comply with clauses 19(b) or (c) above, either the Vehicle Partner or FlexClub may require you to restore, at your sole expense and utilising such providers as the Vehicle Partner or FlexClub may in their sole discretion designate, the Subscription Vehicle to the condition that it was in when it was initially provided to you at the commencement of the Subscription Agreement, fair wear and tear excepted.

    6. FlexClub does not guarantee that your access to or use of the Services will result in any requests for transportation or other services through Lead Generation Platforms nor does it make any warranties or guarantees as to your financial or other potential benefits or performance relating to your use of the Services, the FlexClub Platform or any Lead Generation Platforms. FlexClub functions as an on-line marketplace offering vehicle subscription and related management services only and makes no guarantees as to the actions or inactions of the end-users of your services who may request (via a Lead Generation Platform) or receive transportation or other services.  

    7. FlexClub “Drive-to-Buy” Rewards Program. Where a Member elects to participate in FlexClub’s “Drive-to-Buy” Rewards Program, you will be required to register separately for this and will be asked to agree to and comply with the FlexClub “Drive-to-Buy” Rewards Program Terms throughout your participation. You may also be required to provide further information to facilitate your participation in the FlexClub “Drive-to-Buy” Rewards Program, including without limitation your online banking login details of your “Primary Bank Account” (being the bank account into which more than eighty (80) percent of your monthly income is paid, and which you have all necessary rights and permissions to operate) as well as any other banking accounts which you choose to link. Our use of automated feeds from your banking accounts for purposes of administering the FlexClub “Drive-to-Buy” Rewards Program is enabled by Bank API Providers from within our Services. You may opt out of the FlexClub “Drive-to-Buy” Rewards Program at any time, in which event we will discontinue all feeds from your linked bank accounts (including without limitation your Primary Bank Account). 

      • Use of the Subscription vehicle

        1. Subscription Agreement. You shall at all times comply with the provisions of the Subscription Agreement, and at the very least shall you shall ensure the following:

          1. Only you or a specifically designated and Vehicle Partner-approved secondary driver may drive the Subscription Vehicle. 

          2. You will look after and care for the Subscription Vehicle in a proper, diligent and careful manner and in accordance with the manufacturer’s specifications.  

       

      1. You may not use the Subscription Vehicle: (1) to propel or tow any other vehicle (including any caravan or trailer unless authorised by FlexClub in writing); (2) to transport goods in violation of any customs laws or in any other illegal manner; (3) in any motor sport or similar high risk activity; (4) outside any stipulated territorial boundaries (where applicable) or beyond the borders of the country in which you are subscribing for the Subscription Vehicle, unless authorised by FlexClub in writing; or (5) in any area where there is or may be a risk or incidents of civil unrest, political disturbance or riot or any activity associated with any of the mentioned. 

       

      1. You shall make adequate provision for the safety and security of the Subscription Vehicle including but not limited to ensuring that the Subscription Vehicle shall: (1) be kept properly locked; (2) be kept secured and immobilized; (3) have the burglar alarm (if any) activated; and (4) any anti-theft device in the Subscription Vehicle is properly secured and in place when the Subscription Vehicle is not in use.

       

      1. Where you keep the Subscription Vehicle when not in use on any rented premises or premises which you do not own yourself, you will provide FlexClub - at its request - with the full name and contact details (address, cellphone number, email address) of the owner or landlord of such premises, as well as of all subsequent owners or landlords. You must further advise each such owner or landlord in writing that the Subscription Vehicle is the property of the Vehicle Partner, and represented by FlexClub. 

       

      1. You will make sure that the keys of the Subscription Vehicle are under your control at all times.

       

      In the event - and to the extent - of any conflict between any of the provisions above and a provision of the relevant Subscription Agreement, the Subscription Agreement shall prevail. 

      1. Costs. You are solely responsible for fuel costs for the Subscription Vehicle. Neither FlexClub nor FlexClub Affiliates are responsible for the acquisition, cost or maintenance of any devices, subscriptions and/or services required in order for the Member to provide transportation or other services via Lead Generation Platforms. 

      2. Coordination with FlexClub. You shall coordinate and work closely with FlexClub to ensure that: (a) you maintain at all times valid certificates and other legal documents required for your Subscription Vehicle, including any relevant licenses; and (b) the Subscription Vehicle is maintained at all times in a safe and roadworthy condition.

      3. Vehicle Inspections and Maintenance. Members shall be required to deliver the Subscription Vehicle for regular inspection to a FlexClub-approved location at least once a month from the start of the Subscription Period, and to allow FlexClub to conduct other remote and/or digital inspections at prescribed intervals and periods (including without limitation a CarScan inspection and odometer reading on the monthly anniversary of the commencement of the Subscription Period) . FlexClub reserves the right to call the Subscription Vehicle in for inspection at any time and at any reasonable location by giving three (3) days’ notice to the Member. Vehicle Partners shall manage any maintenance needs that arise during the Subscription Period.

      4. Incident Reporting. Members must immediately report any incident or damage involving a Subscription Vehicle to​ support@flex.club and, if there has been an accident, to the local authorities as well. You will need to use all reasonable efforts to secure evidence from any available witnesses and to provide FlexClub with photographic evidence and a written description of the incident and any other information the Vehicle Partner and or FlexClub may request, including identity, contact details and insurance information of any parties involved in the incident. You are also required to cooperate in any loss investigation conducted by FlexClub, the Vehicle Partner’s claims administrators, or insurers. After an incident, you may not continue to use the Subscription Vehicle unless you have the explicit permission of FlexClub. Failure to timely report an incident may reduce or invalidate the comprehensive insurance provided by the Vehicle Partner of the Subscription Vehicle. 

      5. Recovery of Subscription Vehicle. The Member acknowledges that failure to return the Subscription Vehicle in accordance with the terms of this Agreement or the relevant Subscription Agreement, or in compliance with any written request from FlexClub to do so at any time following any breach by the Member of this Agreement or the relevant Subscription Agreement, shall constitute unlawful possession by him/her, and FlexClub may repossess the Subscription Vehicle wherever it may be found and from whomsoever is in possession thereof. Any costs incurred in recovering the Vehicle (including without limitation any prescribed standard vehicle recovery fee as set out in any Subscription Agreement or as published or communicated by FlexClub from time to time) as well as the cost of any additional subscription days, will be for the account of the Member.

      • Subscription price and deposits

        1. Joining Fee. Members must pay a one-time, non-refundable joining fee (the “Joining Fee”) to FlexClub upon registering their account and/or subscribing for their first Subscription Vehicle. The Joining Fee amount will be determined by FlexClub in its sole discretion. The Member will not be permitted to take possession of a Subscription Vehicle until the Joining Fee is paid. The Member will however be allocated Club points equivalent in value to the Joining Fee upon the Member joining the FlexClub “Drive-to-Buy” Rewards Programme, which points may then be applied by the Member towards, amongst other things, settlement of other costs, penalties or amounts due by the Member under this Agreement from time to time, or towards settlement of the purchase price payable by the Member upon exercise of their option to purchase a vehicle in accordance with clause 5. 

        2. Payments. The Member is responsible for paying all fees and amounts when they come due in connection with their use of the Services and/or pursuant to each Subscription Agreement. You authorize FlexClub to deduct the Subscription Price in respect of each Subscription Agreement from your bank account, debit card, credit card or any earnings in your Lead Generation Platform account on a weekly, monthly or any other basis, as the case may be, depending on the nature and terms of your Subscription Agreement. For South African members, any and all debit order mandates authorised by you after [DATE] shall further comply with our DebiCheck terms and conditions. You also authorize FlexClub to deduct any amounts owed, including without limitation your Joining Fee or any shortfall therein, any fines and penalties (including for parking, traffic, and other violations), insurance excesses, repossession or collections costs, legal or administrative fees, deductibles and damages, and any other company fees or other disbursements that may be identified from time to time. You agree to complete a Payment Authorization Form once your registration is accepted that will allow FlexClub to make the above deductions from your bank account, debit card, credit card or Lead Generation Platform earnings. If the Lead Generation Platform earnings (where applicable) or bank account balances are not sufficient to cover any costs for which you are liable, you agree to make payment of any arrears amount to FlexClub within seven (7) days of receiving notice of the amount due. You may at any time make a cash payment or redeem and apply any approved and qualifying reward points accrued through the FlexClub “Drive-to-Buy” Rewards Program  towards the Subscription Price in lieu of a weekly, monthly or other deduction from your Lead Generation Platform earnings or bank account.         

        3. Subscription Price changes: in addition to any right of the Vehicle Partner to change or increase the Subscription Price as contained in the Subscription Agreement, FlexClub further reserves the right to change or increase the Subscription Price at any time provided that FlexClub provides at least 30 days advance written notice to the Member of such change or increase. The Member’s continued use of the Subscription Vehicle after the expiry of the 30 day period shall constitute the Member’s agreement to the change or increase. 

        4. Taxable Person. You expressly acknowledge and agree that by agreeing to this Agreement, you intend to provide subscription and transportation or other services in a non-incidental manner and, as such, FlexClub will consider you to be a taxable person in accordance with all applicable VAT and indirect tax legislation. 

      SECTION 3 – SPECIFIC PROVISIONS WITH RESPECT TO VEHICLE PARTNERS

      • Eligibility

          1. Vehicle Partners. To be eligible to use the Services as a Vehicle Partner, any vehicles you plan to list on the FlexClub Platform must at all times be: (a) your legal property or you must be authorized by the owner to register the vehicle on the FlexClub Platform; (b) properly registered and licensed to operate as a passenger transportation vehicle  in the Territory; (c) suitable for performing the passenger transportation or other services as required by the relevant Lead Generation Platform(s), where applicable; (d) in safe, roadworthy and good operating condition; and (e) in a clean and sanitary condition. As a Vehicle Partner, you must also, at all times, hold and maintain all licenses, permits, approvals and authority that are necessary to use your vehicle to provide passenger transportation or other services to third parties in the Territory. You will comply with all applicable laws in your performance of this Agreement, including holding and complying with all permits, licenses, registrations and other governmental authorizations necessary to provide, where you are using the Services for such purposes (i) passenger transportation or other services using the Member and Subscription Vehicle pursuant to this Agreement, and (ii) passenger transportation or other services to third parties in the Territory generally. 

          2. FlexClub Verification of Vehicle Partners. You acknowledge and agree that FlexClub and FlexClub Affiliates shall take reasonable measures and exercise complete discretion to ensure that each Subscription Vehicle remains at all times compliant with the requirements set forth in this Section, which shall include maintaining at all times valid certifications for each Subscription Vehicle including, where applicable, in accordance with the terms of any relevant license.

          3. Documentation. To ensure the Vehicle Partner’s compliance with all requirements set forth above, and to allow FlexClub to comply with any regulatory requirements, the Vehicle Partner must provide FlexClub with written copies of any relevant licenses, permits, approvals, authority, registrations, certifications and other documentation and information which FlexClub from time to time in it sole discretion may stipulate (collectively, “Documentation”) prior to the subscription of any Subscription Vehicle to Member, and throughout the subscription, as that Documentation is renewed. Failure to provide or maintain such Documentation shall constitute a material breach of this Agreement. As a Vehicle Partner, you consent to FlexClub’s review and verification of any Documentation provided. 

          4. Vehicle Partner Account Registration. When you register for the Services, you will be asked to create a user profile by providing amongst other things your name, a valid and current email address, your mobile number, and a password. In order to complete your registration, you will also need to provide FlexClub information regarding the vehicle(s) you are offering for rental, including: (a) the make, model, registration number, and VIN number for your vehicle(s); (b) documentation confirming your legal ownership of the vehicle(s) or your legal right to offer the vehicle(s) on subscription through the FlexClub platform; and (c) documentation confirming that any vehicle(s) you plan to list on the platform are properly registered and licensed to operate as a passenger transportation vehicle in the Territory and will comply with all of the requirements for Subscription Vehicles set out under this Agreement. FlexClub will verify this information, as well as your vehicle’s eligibility to operate in connection with the approved Lead Generation Platforms and the condition of your Vehicle, and may reject your registration if any of the conditions are not met, or for any other reason, in its sole discretion.

      • Subscription Price and Service Fees 

          1. Subscription Price. Vehicle Partners shall charge a weekly or monthly rate for the use of the Subscription Vehicle (“Subscription Price”), where such Subscription Prince rate may be based on a recommended rate calculated by FlexClub based on the best available data on commercially reasonable rates in your Territory (“Recommended Subscription Price”). The parties acknowledge and agree that as between the Vehicle Partner and FlexClub, the Recommended Subscription Price is a recommended amount, and its primary purpose is to act as the default amount in the event the Vehicle Partner does not negotiate a different amount. The Vehicle Partner shall always have the right to set a Subscription Price that is more or less than the Recommended Subscription Price, though you understand and acknowledge that setting a higher Subscription Price may lead to FlexClub giving your vehicle lower priority in any vehicle listings. 

          2. Change to Recommended Subscription Price. FlexClub reserves the right to change the Recommended Subscription Price at any time in FlexClub’s discretion based upon local market factors, and FlexClub will provide notice to the Vehicle Partner in the event of such change. Continued use of the Services after any such change in the Recommended Subscription Price shall constitute the Vehicle Partner’s consent to such change. 

          3. Service Fee. In consideration of FlexClub’s provision of the Services, the Vehicle Partner agrees to pay FlexClub a service fee calculated as either (a) a fixed weekly fee or (b) a percentage of the full Subscription Price charged or (c) such other amount on such other basis as FlexClub may stipulate from time to time, for each Subscription Vehicle listed on the FlexClub platform (“Service Fee”), and FlexClub shall confirm which of these options are available to the Vehicle Owner prior to the commencement of the Subscription Agreement. Unless regulations applicable to the Territory require otherwise, applicable taxes will be calculated and charged on the Subscription Price, and FlexClub shall calculate the Service Fee based on Subscription Price inclusive of such taxes. FlexClub reserves the right to change the Service Fee at any time in FlexClub’s discretion based upon services offered and local market factors, and FlexClub will provide notice to the Vehicle Partner in the event of such change. Continued use of the Services after receipt of such notice shall constitute the Vehicle Partner’s consent to such change.

          4. No Additional Amounts.  You acknowledge and agree that, for the mutual benefit of all parties, through advertising and marketing, FlexClub may seek to attract new Members and Vehicle Partners to FlexClub and to increase existing Members’ use of FlexClub’s Services and technologies. You further acknowledge and agree that such advertising or marketing, to the extent that it features your Subscription Vehicle or otherwise, does not entitle you to any additional payments or compensation.

      • Insurance 

          1. Insurance and Protection. During the Subscription Period, the Vehicle Partner will provide certain comprehensive insurance and collision protection for the Subscription Vehicle, as well as liability insurance for bodily injury and property damage arising from use of the Subscription Vehicle in line with the insurance guidelines of the applicable Lead Generation Platform. Such insurance shall include an excess payment in an amount required by FlexClub in its absolute discretion for which the Member is liable in the event of a claim. If an accident or incident occurs during the Subscription Period which gives rise to an insurance claim, then the Member shall be liable for the full excess payment specified in the Vehicle Partner’s insurance policy, with any amounts recovered from third parties to be refunded to the Member.

          2. FlexClub Insurance Services. The Vehicle Partner hereby appoints FlexClub and/or its designated FlexClub Affiliate(s) as your attorney-in-fact with respect to the insurance policy procured pursuant to this Agreement solely for the purpose of filing claims, receiving payment and otherwise administering that policy. You agree to provide FlexClub with information regarding your policy’s coverage as may be requested from time to time. You must inform FlexClub promptly in the event information previously provided changes. 

      • Payments to Vehicle Partners 

        1. Payments and Fees. The Vehicle Partner: (i) appoints FlexClub and its designated FlexClub Affiliate(s) as their limited payment collection agent solely for the purpose of accepting the Subscription Price and the corresponding Value Added Tax from the Member, on their behalf, via the payment processing functionality facilitated by the Services; and (ii) agrees that payment made by Member to FlexClub shall be considered the same as payment made directly to the Vehicle Partner by the Member. If you are a Vehicle Partner, FlexClub agrees to remit your Subscription Earnings and the Value Added Tax that corresponds to the Subscription Price on at least a monthly basis (the “Payment Period”). Your “Subscription Earnings” will comprise the Subscription Price paid by the Member(s) less: (a) the Service Fee, (b) the initial and ongoing costs of the tracking device installed in your Subscription Vehicle(s), and (c) depending on the Territory, certain required taxes and ancillary fees. In the event the Subscription Vehicle is temporarily returned to the Vehicle Partner for maintenance or other approved administrative issues, the days that the vehicle is not in the Member’s possession shall be deducted from the weekly Subscription Price on a pro rata basis, unless an alternative vehicle is provided to the Member.  If the amounts actually paid by the Member in a given Payment Period do not cover the costs of the tracking device FlexClub installs in your Subscription Vehicle, you will owe FlexClub the balance of those charges and FlexClub shall be entitled to deduct this balance from your Subscription Earnings or recover it from you directly. 

        2. Bank Details and Authorization. If you are a Vehicle Partner, you will be required to provide bank details for the account you would like the funds to be paid into. You will be provided a link to the location to enter your bank details. You hereby authorize FlexClub to make payments and deposits in accordance with this Agreement into account you provide. 

        3. Receipts. FlexClub provides a system for the delivery of receipts that meets the requirements of the tax laws in the Territory on behalf of Vehicle Partners for payment of the Subscription Price and other charges. Any correction to a receipt must be submitted to FlexClub in writing within three (3) business days after receipt of such receipt. Absent such a notice, FlexClub shall not be liable for any mistakes in or corrections to the receipt or for the recalculation or disbursement of the Subscription Price or other charges. The Vehicle Partner must provide FlexClub with all elements, information and authorizations required to deliver receipts on your behalf.