TADA Corporate Terms of Use

This Agreement sets forth the terms under which a Customer may utilize the TADA Corporate Transport Services (“TADA Corporate”) in conjunction with the TADA Services accessed via the TADA App. Customer’s use of TADA Corporate is subject to this Agreement and Passengers Terms of Service available at https://TADA.global/terms/term which may be modified by TADA from time to time. Such modifications, variations and or changes to the Agreement or its policies relating to the TADA Service shall be effective upon the posting of an updated version at https://TADA.global/terms/term Continued use of the TADA Corporate after any such postings or updates shall constitute Customer’s consent to such changes.

          1. DEFINITIONS

 

“Active Account” shall have the meaning set forth in Section 2.3.

“Customer Admin” shall have the meaning set forth in Section 3.1.

“Corporate Pay” shall mean an enterprise billing and payment process for the TADA Service provided by TADA to the Customer hereunder for User Charges, with payment by Customer directly to TADA on agreed credit terms if TADA has approved monthly billing for Customer, subject to a monthly statement delivered by TADA to Customer on a monthly basis.

“Employee Pay” means the method of payment chosen by Customer and payable to TADA by Customer User at the end of each Customer User’s trip.

“Corporate Credit Card” shall have the meaning set forth in Section 2.1.

“Customer User” shall mean an individual or group of individuals authorised to use the Corporate Active Account by the Customer in connection with the use of TADA Services, each as identified by Customer to TADA as set forth in this Agreement.

“Authorised User Groups” means such Authorised Customer Users as may be grouped together by the Customer Admin for the purposes of utilisation of the Services by the Authorised Customer Users of such Authorised User Groups.

“Authorised User Groups Usage Limit” shall mean the usage limit within the Customer Usage Limit as may be determined by You and set by the Company Admin for each Authorised User Group, beyond which the Services may not be availed by the Authorised Users of the concerned Authorised User Group.

“Authorised Users Usage Limit” shall mean the usage limit within the Customer Usage Limit (defined hereinbelow) as may be determined by You for Authorised Users, beyond which the Services may not be availed by the concerned Authorised Users.

“Data Protection Law” means all personal data protection or privacy laws, codes, statutes, ordinances, rules, regulations or enforcement order of any governmental or quasi-governmental authority of any jurisdiction in effect from time to time that apply in connection with either party’s obligations under this Agreement.

“Passenger Terms of Service” shall mean the terms and conditions applicable to all users of the TADA Service, available at https://TADA.global/terms/term, as may be updated by TADA from time to time.

“Linking Data” shall have the meaning set forth in Section 2.4.

“Personal Data” means any information Customer obtains from TADA in connection with this Agreement that can reasonably be used to identify an individual as defined in Section 3.1, or that may otherwise be considered personal data.

“Proposed User” shall have the meaning set forth in Section 2.3.

“Service Fee” shall mean the service fees applicable to User Charges and/or Customer’s use of the TADA Services, if any, as set forth on the account creation form associated with this Agreement or otherwise agreed to between TADA and Customer.

“Term” shall have the meaning set forth in Section 5.1.

“TADA App” shall mean TADA’s mobile application required for use of the TADA Service, as may be updated by TADA from time to time.

“TADA Service” shall mean TADA’s technology platform that, when used in conjunction with the TADA App, enables users to request on-demand ground transportation or other services from independent providers.

“User Charges” shall mean charges incurred by Customer Users for transportation or other services obtained through the use of the TADA Service, including any applicable tolls, taxes and any other fees or charges that may be due for a particular use of the TADA Service.

          2. PROVISION OF SERVICES

2.1 Access to Services.

Upon execution of this Agreement and after verification and acceptance by TADA, TADA will establish a Customer corporate account type in accordance with Customer's preferred mode of payment which is (i) Employee Pay or (ii) Corporate Pay. Using Corporate Pay account type, Customer, at its discretion, may permit Customer Users with an Active Account to employ Corporate Pay when using the TADA Service. Customer acknowledges a Customer User employing Corporate Pay will be incurring User Charges to the account of Customer, and not to the Customer User’s personal account or credit card, and Customer agrees to pay all User Charges incurred under Corporate Pay, as well as any applicable Service Fees, in accordance with the terms and conditions herein. Subject to Customer’s compliance with this Agreement, TADA agrees to use commercially reasonable efforts to provide the TADA Service and Corporate Pay to Customer and the Customer Users as set forth herein.

2.2 TADA Policies.

TADA’s current policies and practices regarding the safety of all users of the TADA Service are available at https://TADA.global/community_guideline

Customer acknowledges and agrees that TADA is a technology company that does not provide transportation services and the company is not a transportation provider. It is up to the third party transportation providers to offer transportation services to Customer and it is up to Customer to accept such transportation services. The service of TADA is to link customer with such third party transportation providers, but does not nor is it intended to provide transportation services or any act that can be construed in any way as an act of a transportation provider. TADA shall not be responsible nor liable for the acts and/or omissions of any third party transportation provider and/or any transportation services provided to Customer.

2.3 Active Account Required.

(a) Customer acknowledges and agrees that before it authorises a Customer User (“Proposed User“) and before Customer User can access the TADA Corporate functionalities relating to the TADA Service pursuant to this Agreement, such Proposed User must (i) download and install the TADA App on a compatible mobile device, (ii) register for and maintain during the Term an active personal user account for the TADA Service, which registration requires the entry of certain Proposed User personal data, and (iii) confirm the mobile number provided during the registration process (“Active Account“). TADA’s collection and use of any personal data and credit card or other authorised payment method information to establish an Active Account shall be as set forth on the TADA Privacy Policy, available at https://TADA.global/terms/privacy_policy as may be updated by TADA from time to time.

(b) Customer acknowledges that certain Proposed Users may be suspended or banned from use of the TADA Service due to future or past violations of the Passengers Terms of Service (“Violations“), and that TADA shall have no obligation or liability related to a Proposed User that is unable to obtain or maintain an Active Account for the purposes of Corporate Pay hereunder due to Violations.

2.4 User Account Linking

(a) To enable TADA Corporate features for a Proposed User with an Active Account, Customer shall provide TADA with (i) such Active Account holder’s full name, (ii) the Active Account holder’s company email address on the top level domain of Customer (e.g., name@companydomain.com), and (iii) other identifying information about the Active Account holder as reasonably requested by TADA (“Linking Data“). TADA will use the Linking Data provided by Customer for the purpose of (1) authenticating the identified Active Account holder and linking such Active Account with the TADA Corporate account to establish the Active Account holder as a Customer User, and (2) verifying the Corporate Pay status of such Customer User from time to time during the Term. Upon the linking of Corporate Pay to an Active Account, such Proposed User shall be provided the option, on a ride by ride basis, to apply User Charges to the Customer account via the “Corporate Pay” payment method option.

(b) Customer acknowledges that the verification and linking described in Section 2.4(a) may require TADA to contact each such Proposed User using the Linking Data, and by signing this Agreement, the Customer confirms that it has obtained all necessary consents from each Proposed User for TADA to contact such Proposed User for the purpose of implementing the TADA Corporate account in the applicable Active Account. Customer shall ensure that Linking Data provided to TADA is accurate and complete, and TADA shall not be liable to Customer, a Customer User, a Proposed User or any other party with respect to inaccurate or incomplete Linking Data supplied by Customer.

(c) Customer agrees to (i) notify each Proposed User that by linking Proposed User’s personal Active Account with Customer’s account for TADA Corporate that TADA will provide Customer with detailed trip information for the rides charged to Customer’s account, and (ii) to obtain any necessary consent from each Customer User for TADA to share detailed trip information with Customer.

(d) A Customer User’s personal account may be unlinked from Customer’s account and the Corporate Pay option at any time by Customer unlinking such Customer User through the TADA Corporate Portal.

2.5 Responsibility for User Activity.

Customer agrees that (a) Customer is responsible for all User Charges incurred by Customer Users on a then-current authorised Customer User list regardless of whether such User Charge was authorised between Customer User and Customer and (b) User Charges may be subject to price changes at any time, including, without limitation, occasional increases during surge periods and other penalties as further described in the Passengers Terms of Use. Further, Customer agrees that TADA shall not be responsible for User Charges incurred by a Customer User after Customer has attempted removal of such Customer User from the Corporate Pay option to the extent Customer provides incomplete or inaccurate Customer User removal information via the TADA Corporate Portal. Finally, as between Customer and TADA, Customer shall be responsible for the User Charges incurred due to fraudulent or other prohibited activity on the part of Customer User’s use of Corporate Pay for the TADA Service. Customer shall notify TADA promptly upon discovery of fraudulent or prohibited activity occurring under Customer’s account.

2.6 Restrictions.

Customer agrees to, and to cause all Customer Users to, use the TADA Service and TADA App solely as set forth in this Agreement and the Passengers Terms of Service; provided, however, that in the event of a conflict between this Agreement and the Passengers Terms of Service with respect to Customer or any authorised Customer User employing Corporate Pay with the TADA Service, the terms of this Agreement shall control. TADA reserves the right to suspend participation in Corporate Pay to Customer and/or any Customer Users for violations of this Agreement or the Passengers Terms of Service. In the event that a Customer User’s Active Account is suspended or terminated pursuant to the Passengers Terms of Service, such Customer User’s access to Corporate Pay shall also be suspended. Customer shall not, and shall not authorise others to, (a) decompile, disassemble, reverse engineer or otherwise attempt to derive the source code or underlying technology, methodologies or algorithms of the TADA Service or TADA App, except to the extent allowed by applicable law, (b) sublicense, lease, rent, sell, give, or otherwise transfer or provide the TADA Service or TADA App to any unaffiliated third party, (c) upcharge, increase or otherwise modify the User Charges as calculated through the TADA App for any usage of the TADA Service or (d) impose any additional fees or charges on a Customer User related to use of the TADA Service. TADA reserves all rights not expressly granted to Customer or Customer Users under this Agreement.

          3. PRIVACY AND DATA SECURITY

3.1 Roles of Parties

TADA is the data controller of the Personal Data (which includes Portal Data) and the processor of Linking Data. TADA determines the purposes and means of processing for the Personal Data and Customer determines the purposes and means of processing the Linking Data and Portal Data. Each Party will individually inform data subjects and allow data subjects to exercise their rights under the Personal Data Protection Act 2012 (PDPA) and will comply with the obligations applicable to it under the PDPA with respect to the processing of Personal Data, Dashboard Data and Linking Data.

3.2 Data Restrictions.

Customer agrees that any Personal Data obtained in connection with this Agreement shall be used solely in connection with the use of the TADA Services, and for no other purpose, unless expressly authorised in writing by TADA. Customer shall not use Personal Data in any way that harms TADA or that benefits a competitor of TADA. Customer agrees that it shall not disclose Personal Data to any third parties, except as necessary to use the TADA Service. Customer shall not rent or sell Personal Data for any purpose.

3.3 Security.

Customer agrees to implement appropriate legal, technical and organisational measures to protect Personal Data against unauthorised or unlawful processing and against unauthorised loss, destruction, damage, alteration, or disclosure, as well as any breach or attempted breach of Customer security measures (“Information Security Incident”). Customer shall promptly notify TADA in the event that Customer learns or has reason to believe that an Information Security Incident has occurred including at least: (1) the nature of the breach of security measures; (2) the types of potentially compromised Personal Data; (3) the duration and expected consequences of the Information Security Incident; and (4) any mitigation or remediation measures taken or planned in response to the Information Security Incident. Upon any such discovery, Customer will (a) take all reasonable steps to investigate, remediate, and mitigate the effects of the Information Security Incident, and (b) provide TADA with assurances reasonably satisfactory to TADA that such Information Security Incident will not recur. Additionally, if and to the extent any Information Security Breach occurs as a result of an act or omission of Customer, and if TADA determines that notices (whether in TADA’s or Customer’s name) or other remedial measures are warranted, Customer will, at TADA’s request and at Customer’s cost and expense, undertake the aforementioned remedial actions.

          4. FEES AND PAYMENTS

4.1 Fees.

In consideration of the provision of the Corporate Services by TADA,

  1. Employee Pay account type will not be subjected to service fees.

  2. Corporate Pay account type will be subjected to a service fee of three (3) percent of the total value of User Charges. Customer shall pay to TADA all User Charges and any applicable Service Fees TADA may charge for certain functionality and features (collectively, the “Fees”) on the terms set forth below.

4.2 Payment Terms.

Subject to terms and conditions determined by TADA in its sole discretion, Customer will receive monthly reports (each, a “Monthly Report“) for Fees incurred by Customer Users utilising Corporate Pay during the preceding month (“Monthly Billing“). If Customer qualifies for, and elects to participate in, Corporate Pay, Fees shall be billed to Customer monthly as set forth in the Monthly Report, and each such Monthly Report shall be payable in full by Customer within seven (7) days of receipt of such Monthly Report.

Unless otherwise indicated on a Customer User receipt, all payments made pursuant to this Agreement are exclusive of applicable taxes, and Customer agrees to be responsible for the payment of any such taxes assessed on Fees, including, but not limited to, all sales, use, VAT or similar taxes, except for taxes based on TADA’s corporate income. Customer agrees to provide information that TADA may reasonably request in order for TADA to be able to comply with its tax reporting obligations including, but not limited to, the Customer registered company name, billing address, tax number (where applicable) and any other evidence that TADA may require that the Customer is a business conducting an economic activity. If the Customer is participating in Corporate Pay, the Monthly Report will provide Fees in the currency applicable to the Customer User’s place of incorporation only. If Customer is not participating in Corporate Pay, all payments shall be processed in the local currency applicable to the geography of the Customer User’s applicable ride. All payments are nonrefundable except as may be expressly provided otherwise herein.

For the purpose of clarity, all payments shall be made by Customer to the TADA entity that is stated in the sign up page.

4.4 Nonpayment.

TADA reserves the right to immediately suspend Customer’s account and suspend any or all Corporate Pay by all Customer Users in the event of any unpaid Fees by Customer due to past due Monthly Statements (as applicable), an invalid credit on the Customer account, or a rejected transaction.

TADA further reserves the right to pursue any and all remedies available to it under applicable law, including reporting Customer to applicable credit reporting agencies, in the event of any unpaid Fees hereunder. Re-establishing a Customer account after full payment of late Fees shall be at TADA’s sole discretion.

          5. TERM AND TERMINATION

5.1 Term.

This Agreement shall commence on the Effective Date upon signing of this agreement and shall remain in effect until terminated as set forth herein (the “Term“).

5.2 Termination.

Either party may terminate this Agreement with or without cause upon 30 days’ advance written notice to the other party. All outstanding payment obligations and Sections 4 of these Terms shall survive the termination of this Agreement.

          6. WARRANTY AND DISCLAIMER OF LIABILITY

6.1 Mutual Warranties.

Each party represents and warrants that: (a) such party has the full right, power and authority to enter into this Agreement; and (b) such party’s acceptance of this Agreement, as well as such party’s performance of the obligations set forth in this Agreement, does not and will not violate any other agreement to which such party is a party.

6.2 Customer Warranties.

Customer represents and warrants that: (a) Customer has all rights and permissions necessary to provide TADA with the Linking Data and any other information provided to TADA hereunder in connection with the TADA Service and Corporate Pay; (b) Customer has obtained legally-adequate consent from Proposed Users and Customer Users as necessary to provide TADA with any personal data in connection with the TADA Service and Corporate Payment Methods including Corporate Pay, (c) Customer has notified, and obtained legally adequate consent from, Proposed Users and Customer Users that TADA will provide Customer with detailed trip information for the rides charged to Customer’s account, and (d) Customer is in compliance, and shall remain in compliance during the Term of the Agreement, with all applicable local, city, state, federal, national, and international laws, rules and regulations relating to data protection, privacy, identity theft, data breach, consumer protection, and data security, and any applicable industry standards relating to privacy and data security.

6.3 Disclaimer of Warranties.

Except as expressly provided herein, TADA provides the TADA service and TADA app “AS IS“ and without warranty. TADA does not warrant that the functions contained in the TADA service and TADA app will meet customer’s requirements or that the operation of the TADA service or TADA app will be uninterrupted or error free. TADA hereby disclaims all other warranties with respect to this agreement, whether express or implied, including, without limitation, (a) any implied or statutory warranties covering the TADA service or the TADA app, and (b) any implied warranties of merchantability, noninfringement or fitness for a particular purpose.

          7. LIMITATIONS OF LIABILITY

Other than with respect to a breach of confidentiality, (a) in no event shall TADA or Customer be liable for any indirect, punitive, incidental, exemplary, special or consequential damages, or for loss of business or profits, suffered by the other party or any third party arising out of this agreement, whether based on contract, tort or any other legal theory, even if TADA or Customer (or their agents) have been advised of the possibility of such damages and (b) in no event shall either party be liable under this agreement for any direct damages in an amount exceeding the greater of (x) ten thousand dollars (SGD10,000) (or local currency equivalent thereof), and (y) the total fees payable by company to TADA here under.

          8. PROPRIETARY RIGHTS.

8.1 No Publicity.

Neither party may use or reference the other party’s name, logo, trademarks or service marks in a press release or otherwise without the prior consent of such other party in each instance.

8.2 Ownership.

TADA and its affiliates are and shall remain the owners of all right, title and interest in and to the TADA Service, TADA App, and Data including any updates, enhancements and new versions thereof, and all related documentation and materials provided or available to Customer or any Proposed User or Customer User in connection with this Agreement.

          9. GENERAL CONDITIONS

9.1 Governing Law.

This Agreement shall in all respects be interpreted, construed in accordance with, and governed by the laws of Singapore, without regard to its principles regarding conflict of laws. If any dispute or difference whatsoever arises between the Parties out of or concerning matters relating to this Agreement or any provision thereof, the Parties shall use their best endeavors to resolve the dispute or difference amicably. Failing an amicable resolution of such dispute or difference by the Parties hereto within thirty (30) days from first reference of such dispute or difference, said dispute (including any question regarding the contract’s existence, validity or termination) shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The number of arbitrators shall be three. The seat, or legal place, of arbitration shall be Singapore. The language to be used in the arbitral proceedings shall be English.

9.2 Notices.

Any notice required or permitted to be delivered to Customer by this Agreement shall be posted to the Customer via email or through the TADA App notification. Any notice required or permitted to be delivered to TADA by this Agreement shall be submitted via email to jonathan.chua@mvlchain.io.

9.3 Force Majeure.

Nonperformance of either party under this Agreement shall be excused to the extent and during the period that performance is rendered impossible by strike, fire, flood, earthquakes, governmental acts or orders or restrictions, failure of suppliers, or contractors, or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing party.

9.4 Severability.

If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

9.5 Assignment.

This Agreement is not transferable and may not be assigned by Customer, in whole or in part, without the prior written consent of TADA. Either party may assign this Agreement after consent from the other, in connection with a merger or a sale of all of the equity or assets of said party. Subject to the foregoing, this Agreement shall be binding upon all successors and assigns of a party.

9.6 Legal Fees.

In any litigation between the parties, the prevailing party shall be entitled to reasonable attorney fees and all costs of proceedings incurred in enforcing this Agreement.

9.7 Headings.

Section headings are for convenience only and shall not be considered in the interpretation of this Agreement.

9.8 Independent Contractor.

TADA and Customer are and shall remain independent contractors. Neither party is the representative or agent of the other and neither party shall have any power to assume any obligations on behalf of the other. Customer hereby represents that the individual clicking to accept this Agreement is authorised by Customer to bind, and does hereby bind, Customer to the terms hereof.

9.9 Entire Agreement

This Agreement constitutes the entire agreement of the parties relating to the subject matter addressed in this Agreement. This Agreement supersedes all prior communications, contracts, or agreements between the parties with respect to the subject matter addressed in this Agreement, whether oral or written.