Vehicle lease and intermediary services agreement

1. General Provisions

1.1 This Vehicle Lease and Intermediary Services Agreement (hereinafter referred as to the “Agreement”) is a legal agreement between UAB „Intelligent Communications“, company code 300882953, address of registered office Labdarių str. 5, Vilnius, Lithuania (hereinafter called as the “Company”), as the administrator of the multi-platform Trafi (hereinafter called as “Trafi”), which provides intermediary Vehicle lease services, and you as the Lessee of the Vehicle, governing the procedure for Vehicle reservation, the procedure for use of the Vehicle, the requirements for the Vehicle users and the related obligations of the Lessee, the Vehicle inspection conditions and other conditions related to the use of the Vehicle.

1.2 By using intermediary Vehicle lease services in Trafi, you accept and agree to be bound by all the provisions of this Agreement.

1.3 In case you do not agree with any of the provisions in this Agreement, you do not have a right to use intermediary Vehicle lease services provided by the Intermediary.

2. Definitions

2.1 Lessor – UAB Ride Share, legal entity code 304136890, VAT code LT100009823012, address of registered office Konstitucijos av. 21C, Vilnius, Lithuania, which is Vehicle lease service provider called “Spark”.

2.2 Intermediary – a party to this Agreement, indicated hereto as the “Intermediary”.

2.3 Lessee – you as a legally capable natural person, which obtains driver license of the category B, valid for not less than 1 (one) year, and has unrestricted Trafi account, provided by the Intermediary. The Intermediary provides you with a possibility to lease the Vehicle from the Lessor and use it in your (Lessee’s) name, expenses and responsibility, using your personal account in Trafi. Each time when the Lessee registers in Trafi and begins to use the Vehicle, he/she unconditionally confirms by the respective action that he/she has the right to use the Vehicle under the conditions indicated in the Agreement and the Rules. Until the moment Intermediary deactivates (disconnects) the Lessee from Trafi, it is deemed that the Lessee uses Vehicles under his/her own responsibility, on his/her own behalf and at the expense.

2.4 Agreement – this Vehicle lease and intermediary services agreement, concluded between the Intermediary and the Lessee.

2.5 Rules – UAB Ride Share Rules for Lease and Provision of Services in Trafi, which shall be unconditionally confirmed by the Lessee in order to lease the Vehicle.

2.6 Trafi – a real time data using multi-platform, available on Android, iOS and the Web, helping you to find the best possible way to commute from door to door by public transport, car sharing, ride hailing, cycling or walking, where Lessee may perform reservations, unlocking, locking of the Vehicle and/or other related actions.

2.7 Vehicle – an electrically propelled vehicle, which is provided by the Lessor to the Lessee for temporary possession and use in accordance with the procedure and terms indicated in this Agreement.

2.8 Vehicle Use Period – period of time from the unlocking of the Vehicle by the Lessee selecting command “Unlock” on the screen by using Trafi, until returning the Vehicle to the location specified in the Rules and selecting command “Finish trip” on the screen by using Trafi.

2.9 Vehicle System – an electronic system installed in the Vehicle, recording and delivering to the Lessor and the Intermediary the location of the Vehicle, distance covered by the Vehicle, Vehicle Use Period, as well as other data in relation to the Vehicle and its use.

2.10 List of Penalties – list of penalties for improper performance or failure to perform the Agreement (including, but not limited to the Rules) indicated in Schedule 1 of the Rules.

2.11 Price List – fees for the Vehicle lease and Services, as well as other fees, all of which are provided in Trafi.

2.12 Services – Vehicle maintenance (major and current repairs, technical service) services, compulsory insurance against civil liability for the vehicle’s holder and vehicle insurance (KASKO), all materials necessary for the exploitation of the Vehicle (e.g. electricity, windscreen washing fluid).

2.13 Charging Station – Vehicle electric charger, located at places indicated in Trafi, where the Lessee may take and/or leave the Vehicle. The list of Charging Stations is also provided in the Website.

2.14 Website – website of the Intermediary under the address – www.trafi.com.

3. Subject matter of the agreement

3.1 Under this Agreement that the Intermediary concludes with the Lessee in the name of Lessor:

3.1.1 the Lessor undertakes to provide the Lessee with a right to temporarily manage and use the Lessor’s technically correct and technically neat Vehicles;

3.1.2 the Lessee undertakes to use the Vehicle in accordance with the terms and conditions indicated in the Agreement, as well as to pay the lease and Services fee;

3.2.3 For every day of delay to settle payments, you shall pay the Company an interest of 0.03 % (three hundredths) of the overdue amount.

3.1.3 the Intermediary undertakes to provide the Lessee opportunity to lease Vehicles from the Lessor by using Trafi, as well as to collect all payments related to Vehicle rental on behalf of the Lessor.

3.2 The Lessee’s consent to this Agreement shall be deemed to be the conclusion of the Agreement. By agreeing to this Agreement, the Lessee shall act upon the provisions of this Agreement. In the event that the Lessee disagrees with all or any part of this Agreement, he/she shall not be entitled to lease the Vehicle offered by the Lessor, using Trafi.

3.3 In order to start using the Vehicle, the Lessee must have a Trafi profile and, in order for the Intermediary to verify the Lessee’s right to use the Vehicles and fulfill his obligations as an Intermediary, the Lessee shall include the following personal data of him/her: name, surname, e-mail, postal address, telephone number, payment card and valid driver's license details.

3.4 Data to access to the Trafi data is provided only to the Lessee, therefore the Lessee must keep this data in secret and do not disclose it to anyone.

3.5.1 Losses incurred after the submission of the notice indicated above to the Intermediary and expiration of the intended term of the blockage shall be borne by the Intermediary unless the losses arise due to the Lessee’s fraudulent actions.

3.5.2 If the losses arise from the use of the access data prior to submission of the notification to the Intermediary or until the expiry of the blockage term, the loss shall be deemed to arise due to the Lessee’s gross negligence, unless the Lessee proves otherwise, and the Lessee must reimburse them.

3.6 The Lessee undertakes to ensure that all reasonable security measures, including anti-virus software, are implemented in a computer, software or other equipment that connects to Trafi and is responsible for all consequences resulting from insufficient protection of used computer or other systems.

3.7 In case a third person is using Trafi account on behalf of the Lessee, the Lessee is fully responsible for all actions performed by this third person and assumes full responsibility for that person, his/her actions or omission, and compliance with this Agreement as well as all other regulations, policies and conditions submitted by Trafi.

3.8 Vehicle reservation management procedure, Vehicle use procedure, Vehicle inspection conditions, Vehicle defects and incompatibilities conditions and other conditions related to the lease of the Vehicle and the Services are provided in UAB Ride Share Rules for Lease and Provision of Services in Trafi (i.e. the Rules). The Lessor is entitled to unilaterally amend the Rules providing a prior 10 (ten) calendar day notice to the Intermediary. Intermediary makes according notification to the Lessee by e-mail or using the internal messaging system of Trafi.

3.9 Every Vehicle has a Vehicle ignition key, Vehicle registration certificate, roadworthiness scorecard (report), agreement on compulsory insurance against civil liability for the vehicle’s holder and insurance rules. Volkswagen e-up! vehicles additionally have a Garmin navigation device and a second type (Type 2) charging cable. Nissan Leaf vehicles have a third type (Type 3) charging cable.

3.10 Before starting to use the Vehicle, the Lessee must inspect the Vehicle, check if there are no externally visible irregularities or absence of attachments of the Vehicle indicated in Section 3.9, and if such are determined, shall inform the Lessor under the procedure determined in the Rules. Otherwise, it shall be considered that all the irregularities occurred during the period of the Lessee using the Vehicle and the Lessee shall be held liable for such irregularities.

3.11 After using the Vehicle, the Lessee shall return the Vehicle to the location indicated in the Rules and in such condition in which the Lessee received the Vehicle, subject to its ordinary tear and wear.

4. Vehicle exploitation conditions

4.1 The Lessee shall use the Vehicle as a prudent and diligent owner and shall use it only for its intended purpose without contradicting the requirements of the Agreement and the Rules.

4.2 The Lessee shall comply with the Vehicle exploitation requirements, instructions and recommendations of the Vehicle’s producer, Road Traffic Rules determined by legal acts and requirements of other applicable legal acts. The Lessee also undertakes to comply with the Vehicle exploitation requirements which, even though are not mentioned above, are considered ordinary for the use of such assets.

4.3 The Lessee shall immediately inform the Lessor via telephone number indicated in Trafi and the respective state authorities (e.g. police, fire department etc.) in case the Vehicle is lost, destroyed, damaged or breaks down, as well as if circumstances occur, that hinder the possession and use of the Vehicle and/or ensuring of ordinary exploitation conditions.

4.4 Without prior written consent of the Lessor and/or the Intermediary, the Lessee is not entitled to sublease the Vehicle, transfer its rights and obligations under the Agreement or transfer the Vehicle and permit/set up conditions for another person to use the Vehicle.

5. Liability

5.1 The Lessee is fully liable for the Vehicle during the whole Vehicle Use Period. Also, during the Vehicle Use Period the Lessee shall assume the liability of hazardous source manager.

5.2 Vehicles are owed by the Lessor; therefore, the Lessor is entirely liable for the suitability of the Vehicle for its intended use, pre-existing Vehicle breakdowns and any other technical requirements of the Vehicle. If the Lessee suffers damage due to circumstances influenced by a Vehicle breakdown or inadequate preparation for use, the Lessor is directly liable to the User.

5.3 The Lessee is not liable for the damages of the Vehicle, that arose during the exploitation period and which are the consequence of a former exploitation or ordinary tear and wear of the Vehicle, provided that the Lessee immediately informed the Lessor by the phone indicated in Trafi and carried out instructions provided by the Lessor.

5.4 In case during the Vehicle Use Period the Vehicle is damaged or lost (including, but not limited to confiscation of the Vehicle), attachments of the Vehicle are lost or damaged (e.g. the ignition key), the Lessee shall pay the Lesser a penalty provided in the List of Penalties and compensate all the damages and losses to the Lessor if they are not compensated by the insurance company that insured the Vehicle. In this case, the reasons why the insurance company does not compensate the losses do not have any influence (unconditional deduction, non-insured event, etc.).

5.5 In case after the use of the Vehicle it is dirtier than after the ordinary exploitation (both interior and exterior), the Lessee shall reimburse the costs of the Vehicle washing and interior cleaning.

5.6 In case due to the fault of the Lessee, while using the Vehicle, or due to circumstances that occurred because of such use of the Vehicle, the Vehicle is confiscated, detained, or any other rights to the Vehicle are lost or restricted, the Lessee must perform all other conditions of the Agreement related to such Vehicle, until the Vehicle is returned to the Lessor. The Lessee also must compensate all the losses of the Lessor and Intermediary that were incurred due to occurrence of the circumstances indicated in this Section of the Agreement.

5.7 The Lessee shall perform the requirements of the insurance rules determined by the insurance company that insured the Vehicle. The insurance rules shall be present in every Vehicle.

5.8 The Lessee assumes full liability for breach of legal acts and damage caused to third persons during the Vehicle Use Period. In case the Lessee exploits the Vehicle improperly or breaches this Agreement in any other way, which shall result in the Lessor and/or Intermediary incurring losses (e.g. charges or penalties to state institutions or third persons, etc.), the Lessee shall reimburse such losses accordingly to the Lessor and/or Intermediary. The Lessee confirms and agrees that all Lessee’s personal data kept by the Lessor and/or Intermediary may be transferred to public authorities, bailiffs and/or other persons for payments and debt collection purposes.

5.9 Upon the request of the Intermediary, the Lessee shall pay the Lessor a penalty equal to EUR 30 (thirty euros) for non-performance or breach of any undertaking determined in the Agreement or the Rules, provided that the List of Penalties or other provisions of the Agreement or the Rules do not determine any different liability for the respective breach.

5.10 In case the Agreement does not determine any other time periods, the Lessee shall pay the liquidated damages (fines and default interest) and other losses, compensations and other amounts to the Lessor no later than within 10 (ten) calendar days since the receipt of a demand.

5.11 For every day of delay to settle with the Lessor, the Lessee shall pay the Lessor an interest of 0.02 % (two hundredths) of the overdue amount.

5.12 In case the Lessee fails to properly perform the Agreement and/or provides incorrect representations and/or warranties, alongside other losses, the Lessee must reimburse the losses of the Lessor and/or Intermediary incurred due to debt recovery or other actions related to securing the performance of the provisions of the Agreement, including, but not limited to the costs of legal fees and/or debt recovery costs.

5.13 The Intermediary on behalf of the Lessor collects all contractual penalties (fines and interests), Lease Fee, and all other fees and/or payments related to the use of the Vehicle and Trafi.

5.14 In case the Lessor fails to ensure the lease of the Vehicle which was reserved by the Lessee (i.e. the reserved Vehicle or other Vehicle during the time of the reservation by the Lessee is not present at the location chosen by the Lessee or the Vehicle is technically unfit and unavailable to exploit) and such circumstances become known before the start of the Vehicle lease, the Lessor shall return to the Lessee the Vehicle reservation payment and lease fee paid by the Lessee in advance for the respective reservation and ride.

5.15 In case the Vehicle breaks down and cannot be exploited further after the Lessee has already started using the Vehicle and unless the Lessee and Lessor agree otherwise, the Lessor shall return to the Lessee the whole lease fee paid by the Lessee for the respective ride and pay the penalty equal to 10 (ten) percent of the returnable amount.

5.16 The Lessor is liable for performance of undertakings indicated in the Agreement and must reimburse any direct losses to the Lessee which were incurred due to improper performance of undertakings by the Lessor. The Lessor or the Intermediary shall not be held liable for the acts or omissions by local municipality authorities, other users of the Vehicles or other third persons. Also, the Lessor or the Intermediary shall not be held liable for losses that the Lessee incurred or may incur due to inefficient use of the Vehicle and losses that have arisen due to the Vehicle failing to meet the Lessee’s expectations. In any case, the Lessor or the Intermediary shall not be held liable for any indirect losses and the losses which are compensated under the Agreement, are limited to the amount which would be paid by the insurance company.

5.17 Under any circumstances, the Lessor or the Intermediary are not responsible for the Lessee’s items left in the Vehicle.

6. Terms of payment

6.1 The Lessee pays the lease fee to the Lessor for using the Vehicle (in this Agreement called as the “Lease Fee”) in accordance with the Price List effective at the moment of reservation of the Vehicle.

6.2 The Vehicle Use Period shall commence when the Vehicle is unlocked by selecting command “Unlock” on the screen of Trafi and shall end upon returning the Vehicle to the location specified in the Rules and finishing the lease of the Vehicle by selecting command “Finish trip” on Trafi.

6.3 After completion of the lease, the Lessee shall immediately settle under this Agreement by using the payment card registered in Trafi. Continuously using the Vehicle such a period of time, after which is reached the daily lease range in accordance with the Price List, the Lessee shall immediately settle for the period of time for using the Vehicle, despite the fact that the lease of the Vehicle is still continued. The Lessee confirms that he has the right to use the payment card that he has registered in Trafi and there are sufficient funds due under the Agreement.

6.4 The payment card registered in Trafi must allow automatic withdrawals from the card-linked account. Amounts for the provided services will be debited from the above card automatically. The Intermediary has the right to withdraw amount indicated in the Agreement automatically if damage occurs to the Vehicle while using it on the Lessee’s fault or/and the Lessee is obliged to cover other losses or/and pay penalties under Agreement. The Lessee hereby agrees that the Intermediary on behalf of the Lessor may reserve funds up to the amount of the total estimated charges with the payment card company and take any sums owed by the Lessee under the Agreement from the payment card registered in Trafi.

6.5 Fees are calculated in accordance with the data in Trafi and the Vehicle System. The Intermediary, on the basis of data in Trafi and in the Vehicle System, shall form and provide the Lessee with an invoice, which is stored in the “My Trips” section of Trafi. Upon receiving invoices, the Lessee must verify if the data provided in the invoices are true and, within 3 (three) business days, inform the Intermediary in writing regarding any discrepancies. Any claims related to the information provided in the invoices, the Lessee must submit to the Intermediary within 5 (five) business days from the day of receipt of the invoice. In case the Lessee fails to provide any claims within the period indicated above, it shall be considered that the Lessee agrees with the provided invoice. The invoice for using the Vehicle shall be issued to the person who was designated by the Lessee before the beginning of the lease and shall not be amended.

6.6 The Lessee is familiar and agrees that the Vehicle unlock or lock (each action separately) may take up to 1 (one) minute because of the network operators and this time is included in the period for which the Lease Fee is calculated.

6.7 In case the Lessee fails to pay any sums under the Agreement, fails to settle or return the Vehicle to the location indicated in the Agreement or the Rules, or in case of any other breaches of the Agreement or the Rules, the Lessor and/or Intermediary are entitled to block the Lessee’s access to Trafi and/or block the use of the Vehicle (block the ignition of the Vehicle) until all the Lessee’s breaches are rectified.

6.8 The Lessor and/or Intermediary may change the Price List unilaterally and upon announcing it on internal messaging system of Trafi.

6.9 When the Lessor has an obligation to return any amounts to the Lessee, unless the Lessor and Lessee agree otherwise, such amounts shall be returned by the Intermediary into the same payment card or bank account, from which the payment by the Lessee was made.

7. Validity and termination of the agreement

7.1 This Agreement comes into force on the moment of its signing and will remain in effect for an indefinite period of time.

7.2 Any of the Parties is entitled to unilaterally terminate this Agreement without the recourse to the court by a written notice delivered to the other Party at least 30 (thirty) days prior to the termination.

7.3 The Intermediary is entitled to immediately stop the performance of the Agreement, cancel the reservations of the Lessee and block the Lessee’s access to Trafi, if the Lessee does not comply with the provisions of the Agreement and/or the Rules.

7.4 The Intermediary is entitled to unilaterally terminate this Agreement without going to the court by a written notice delivered to the Lessee at least 5 (five) days prior to the termination if the Lessee breaches the Agreement materially. The following shall be considered as such material breach of the Agreement (including, but not limited to): delay of payment of any amount due for more than 10 (ten) calendar days; repetitive failure to perform or improper performance of any of the obligations of this Agreement; in case the Lessee uses the Vehicle without complying with the Rules or intentionally performs unfair actions that are detrimental or may cause harm to the performance of the Vehicle, its system and/or Trafi.

7.5 The Termination of the Agreement does not affect the validity of the provisions of the Agreement regarding dispute settlement procedure and other provisions, provided that such provisions in their essence remain valid after the termination of the Agreement.

8. Final provisions

8.1 The Parties agree that the Intermediary and Lessor are entitled to unilaterally transfer all the rights and obligations arising out of this Agreement to any third person upon informing the Lessee in the internal messaging system of Trafi or by e-mail.

8.2 The Parties agree that this Agreement, confirmed in Trafi, is considered concluded and valid and shall have the same legal effect as a signed paper version of the agreement. The Agreement and the Rules are binding documents to both Parties.

8.3 Any dispute, controversy or claim arising out of or relating to this Agreement, its breach, termination or validity shall be firstly settled by mutual negotiations in accordance with the principles of fairness, reasonableness and justice. If the Parties fail to agree by negotiations within 20 (twenty) days since the receipt of a written suggestion to proceed negotiations or if any of the Parties decides that further negotiations are inexpedient, any dispute, controversy or claim shall be finally settled in the respective court of the Republic of Lithuania at the residence location of the Intermediary (contractual jurisdiction).

8.4 The conclusion of this Agreement, its performance, expiration, interpretation and dispute settlement are governed by laws of the Republic of Lithuania.

8.5 The terms and conditions of this Agreement may be changed by the Intermediary unilaterally upon informing the Lessee of any amendments (amended Agreement shall be published in Trafi). For this reason, the Lessee is recommended to get familiar with the Agreement before the beginning of every lease of the Vehicle.

9. Lessee’s representations

9.1 I confirm that the data provided by me to the Intermediary, necessary for conclusion of this Agreement, are true, accurate, correct and complete. In case of change of the data in the registration form is, I undertake to immediately update such data. By no circumstances the Intermediary shall be liable for damage that occurred to me and/or third persons due to incorrect and/or incomplete personal data provided by the me or failure to amend and supplement such data after it has changed.

9.2 I declare that I am fully acquainted with the Agreement and the Rules, the conditions thereof are clarified before signing of the Agreement and I agree with such conditions.

9.3 I have acquainted and agree with the consequences of the late performance of the undertakings, including, but not limited to penalties, grounds of termination of the Agreement, grounds and procedure of compensation of damages.

9.4 I declare that I am familiar with potential risks of using electronic feeds.

9.5 By concluding this Agreement, I give the Intermediary my consent to process my personal data (provided by me and received by third persons) by automatic or other means for the purpose of administration and performance of the Agreement, also for other purposes for which I have expressed or shall express in the future my consent. Detailed information about data processed by the Intermediary is published in the Privacy Policy of the Intermediary.

9.6 I am aware and agree that in the course of conclusion and execution of the Agreement the Intermediary has the right to collect, evaluate and otherwise handle all my legally available data (including, but not limited to, personal code, credit rating, etc.) for the purposes of solvency verification, debt management and/or collection. If I do not fulfill financial obligations under the concluded Agreement and do not eliminate the violation after warning, the Intermediary has the right (in accordance with legislation requirements for respective data processing and transfer procedures) to publish these circumstances or/and to transfer my arrears and personal data (including, but not limited to, personal identification number) to persons with legitimate interest, joint debt data files managers, for the purposes of debt management and/or collection.

9.7 I agree with right of the Intermediary to apply debt enforcement proceedings, including transfer of claims to a third party (debt collection company, etc.) without my separate consent. Additional Intermediary’s costs associated with the recovery of debts collection shall be reimbursed at my expenses.

9.8 I agree that the Intermediary submits my personal data and information to data recipients related to the Intermediary (i.e. Lessor, subsidiaries and parent companies of the Intermediary), located and operating in the Republic of Lithuania and/or beyond its territory (both in the European Union member states and other countries), but only for the purpose of proper performance of this Agreement or agreements of the Intermediary with respective persons.

9.9 I declare that I am informed about an option to object to processing of my personal data for direct marketing purposes, as well as about my other rights related to processing of the personal data.

9.10 I confirm that I have familiarized with the Vehicle’s insurance rules, the non-insured events and cases when the insurance company has the right to refuse to pay the insurance benefit or reduce such provided therein. I am aware that the Vehicle’s unconditional insurance deductible (franchise) is EUR 300, - (three hundred euros), and for a theft risk – 10 (ten) percent, but not less than EUR 300, - (three hundred euros).

9.11 I declare that cases when the insurer upon paying the insurance benefit shall have a recourse right to the responsible person under the Vehicle insurance rules are known to me.

9.12 I confirm that I have familiarized with the principle of the Vehicle System operation, the data collected and transmitted by the latter, as well as types of such data and I do not object that such data would be collected and used for the purposes of performance of this Agreement; I agree to recognize the data provided by the Vehicle System as true and correct and that such data would be used and considered as credible when calculating the Lease Fee. I also agree that such data would be used as evidence in the courts or other dispute settlement institutions.