Terms Business

These Terms apply to the use of Miles Business.

Effective from 01.01.2022

1. Definitions

**Miles Technologies NA, LLC **– Dba Miles, is a Limited Liability Company incorporated and registered under the laws of North Carolina, USA, registered office 3201 Edwards Mill Rd | Ste 141-533 | Raleigh | NC | 27612

Miles App: A smartphone application used to access Miles services;

Miles for Business: Services directed to business customers for the management of and payment of the rides taken by Passengers authorized by the Customer;

Business Portal: Gateway to use Miles Business accessible via Miles webpage at www.ridewithmiles.com/business

Business Account: Customer’s account that enables the Customer to benefit from Miles Business, including allowing the Customer to link Passengers to the Business Account and to pay for the usage of Miles Business;

Customer: The company identified as customer on the sign-up page of the Business Portal and who is using the Business Account;

Fleet Partner: Business partner of Miles who manages a fleet of vehicles and contracts Drivers.

Passenger: A person using Miles App for requesting transportation services;

User: A Passenger who is registered by the Customer under its Business Account and is thereby authorised to use Miles Business in the limits set by Customer and approved by business customers.

Administrator: An individual appointed by the Customer to administer the Business Account, i.e register and remove Users, view and edit User & rsquo;s information, administer User groups and their rights;

Driver: Person who provides transportation services on behalf of the Fleet Partner, whose services can be requested through Miles App;

Fare: The tariff the User is obliged to pay to the Fleet Partner / Driver for the transportation service.

Miles Business Management Fee: The fee for the Customer’s use of Miles Business amounting up to 10% per Fare.

Miles Personal Account: Passenger’s personal account to access the Miles App.

 

2. Set-up and administration of Business Account

Set-up of Business Account

Prior to using Miles Business, the Customer must sign up for Business Account by providing the requested information in the Business Portal. The Customer warrants that the individual clicking to accept these Terms & Conditions is authorised to bind the Customer to this Agreement.

The Business Account allows the Customer to register Passengers as Users, and thereby authorise Users to make use of Miles Business in the limits set by the Customer through Miles business portal.

 

2.1. The Customer acknowledges and agrees that only Passengers meeting the following criteria are eligible to use Miles Business as Users:

2.1.2 Passengers who have an active and valid (which has not been blocked, suspended or terminated due to violation of Miles Terms and Conditions for Passengers) Miles Personal Account;

2.1.3 Passenger who have confirmed the mobile number provided during the registration process;

In order to register a Passenger as a User, the Customer shall upload the required Passenger’s information into the Business Portal.

The Passengers invited to use Miles Business shall be linked automatically with the Business Account and be provided the option to settle Fares either through the Passenger’s Personal Account or Business Account on a ride by ride basis.

 

Administration of Business Account

Upon successful registration, the Customer is provided with a unique master-username and master-password to access its Business Account via the Miles Business Portal.

The Customer shall appoint one or more Administrator(s) who access the Business Account and the Business Portal with personal administrator-username(s) and administrator-password(s).

2.2. The Business Portal allows the Customer to:

2.2.1. view the current list of Users and Passengers whose registration (linking) as Users is pending;

2.2.2. invite additional Passengers as Users;

2.2.3. remove any Passenger from the list of Users by unlinking the Passenger from the Business Account;

2.2.4. view detailed trip information;

2.2.5. review and manage account statements, as applicable;

2.2.6. view and create bookings within the Miles business portal for passengers and guests;

2.2.7. view current, appoint new, and remove Administrators, and

2.2.8. perform other actions supported by the functionality and features of Business Portal.

3. Responsibility to use of Miles Business

The Customer is responsible for providing Miles only with accurate and complete information, and for keeping such information updated at all times.

The Customer agrees to inform Miles Technologies NA immediately of any changes relating to the Customer’s elected payment method linked to the Business Account that may impair the ability to charge the Customer pursuant to this Agreement.

The Customer shall limit access to the Business Portal only to authorised Administrators who may not share or transfer their access privileges to any third person. The Customer shall be responsible for all activity that occurs under its credentials.

Subject to the Customer's compliance with this Agreement, Miles grants the Customer a royalty free, revocable, non-exclusive, non-transferable, non-assignable license, without the right to sublicense, to access and use the Business Portal in accordance with and throughout the term of this Agreement.

Upon becoming aware of the loss or theft of the mobile device of the User, the Customer shall immediately remove the relevant phone number from the Business Account in the Business Portal.

The Customer uses Miles Business solely for legitimate business purposes in accordance with this Agreement and shall not use Miles Business for unauthorized or unlawful purposes nor impair the proper operation of Miles Business.

In the event that a User's personal account is suspended or terminated, such User's access to the Business Account shall also be suspended. Features and functionality of Miles Business may be added, removed or updated at any time, including the offer of bonuses to Passengers based on their rides made as Users.

3.1.The Customer shall not itself, and shall not authorise third persons to:

3.1.1. decompile, disassemble, reverse engineer or otherwise attempt to derive the source code or underlying technology, methodologies or algorithms related to Miles Business

3.1.2. misuse Business Portal by knowingly introducing viruses, Trojans, worms, logic bombs or other material which would harm the use of Miles Business in any way

3.1.3. circumvent, disable or otherwise interfere with security related features of Business Portal

3.1.4. advocate, promote or engage in any illegal or unlawful conduct or conduct that causes damage or injury to any person or property

3.1.5. collect any data from Business Portal other than in accordance with Agreement

3.1.6. submit or contribute any content that contains nudity or violence or is abusive, threatening, obscene, misleading, untrue or offensive

3.1.7. submit or contribute any content that Customer/User does not own or has no right to use or otherwise infringe the copyright, trademark or other rights of third parties

3.1.8. use content in violation of any licensing terms specified by the owner

3.1.9. submit or contribute any information or commentary about another person without that person's permission

3.1.10. threaten, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety, or harass, upset, embarrass, alarm or annoy any other person; or

3.1.11. use any automated system, including without limitation 'robots', 'bots', 'spiders' or 'offline readers' to access Business Portal in a manner that sends more request messages to the Business Portal than a human can reasonably produce in the same period of time;

3.1.12. use Miles App on devices that do not have a screen lock feature;

3.1.13. upcharge, increase or otherwise modify or manipulate Fares as calculated through Miles App;

3.1.14. impose any additional fees or charges on User related to the use of Miles Business.

3.2. The Parties shall keep confidential any business, technical or financial information, including the terms and conditions of this Agreement, received from the other party in connection with this Agreement, unless:

3.2.1. the disclosing party permits in writing the requested disclosure of particular information;

3.2.2. such information is already public;

3.2.3. receiving party shall use confidential information solely for the purposes permitted under Agreement;

3.2.4. the receiving party receives an administrative or judicial order, or any other request for disclosure of any confidential information, if the receiving party provided disclosing party written notice of such request allowing the disclosing party to assert any available defences to disclosure.

The receiving party shall protect the disclosing party’s confidential information in the same manner as it protects the confidentiality of its own proprietary and confidential information, but in no event using less than a reasonable standard of care.

4. Payments & refunds

General

The Customer shall select a method of payment for its Business Account from the list of available payment methods provided in the Business Portal (which may be amended at any time) and, during the term of this Agreement, maintain one or more valid credit card(s) linked with the Business Account to allow the charging of any payments associated with the use of Miles Business as set forth in this Agreement.

The Customer shall be liable to Miles Technologies NA, LLC Dba Miles for the payment of all Fares, along with the Service Fee, incurred by Users under the Business Account option, regardless of whether the User had the authorisation of the Customer to incur such cost, as it is the Customer’s sole responsibility to provide such an advance authorization to the User.

The Customer agrees to pay any fines, fees, penalties, and any other charges and costs incurred by Miles Technologies NA, LLC Dba Miles, that result from the User cancelling a ride, the User’s use of any vehicle, or as a result of User violating any other law, rule, regulation, or ordinance while using Miles Business. The Customer authorises Miles Technologies NA, LLC Dba Miles to deduct such amounts from the Customer’s credit card automatically or charge/invoice the Customer respectively in case of other payment options.

If the Customer disputes any transactions charged to the Customer’s elected payment method, the Customer must contact Miles Technologies NA, LLC Dba Miles within 7 business days, following which such a dispute shall not be deemed valid.

The Customer agrees that payments made to Miles Technologies NA, LLC Dba Miles may be facilitated by the Payment Agent, which has been appointed to respond to any complaints and settle any disputes in relation to payments. The Customer agrees to discuss any complaints with the Payment Agent directly.

All payments are non-refundable except as may be expressly provided otherwise herein or imposed by applicable laws. Refunds shall be made to Business Account as credit which can be used for the payment of future Fares.

An account statement showing rides per city or country and whether Sale Tax was included in Fares or not, shall be made available to the Customer. The Invoice for the Service Fee shall be available to the Customer together with the account statement.

Direct payments

After the User has requested a ride, an amount from the Customer’s credit card is automatically pre-authorized.

If automatic pre-authorization from the credit card fails, the request for the ride shall be rejected and User will be required to choose an alternative payment method available in the Miles App under User’s personal account. The Customer remains liable for the payment obligation in the event where the rejection of the ride failed regardless of the circumstances that normally trigger such rejection.

After the User has finished a ride using Business Account, an amount equal to the Fare due for the User’s respective ride along with the Service Fee is automatically deducted from the Customer’s credit card, while the unused part of the automatically pre-authorized amount referred to above is released.

All payments, including the Service Fee, shall be processed in the local currency.

The Customer’s bank may impose additional charges for the Customer’s use of the credit card which is not included in the Fare nor in the Service Fee and will hence be charged separately.

Invoiced payments

Miles Technologies NA may, in its sole discretion, offer a monthly credit limit, inclusive of a monthly Service Fee, to the Customer.

If the Customer has spent the credit limit, the request for the ride (as well as all future rides) shall be rejected until the end of the current calendar month and the User shall be required to choose a payment method available in Miles App under the User’s Miles Personal Account. The Customer remains liable for the payment obligation in the event where the rejection of the ride failed regardless of the circumstances that normally trigger such rejection.

A monthly account statement is submitted to the Customer for the Service Fee and for the rides made by Users under the Business Account during the previous calendar month and the account statement shall be made available to the Customer by or before the 10th day of the following calendar month in the Business Portal.

The Customer shall make the payment according to the account statement within 10 days from the date of the account statement. If the payment has not been received by the due date all requests for rides of Users shall be rejected.

In case the Customer fails to make any payment by the due date according to the account statement, it shall be liable to pay a penalty of $25 per day or 8% interest whichever is greater from the total amount that is overdue. The Customer is liable to compensate to Miles Technologies NA all reasonable expenses (including those charged by any debt collection agency) together with all administrative, legal and other costs incurred in the collection of any overdue payment.

The account statement shall be provided in the currency applicable to the Customer’s primary address. The account statement shall include the exchange rate used to convert Fares along with the Service Fee for rides taken in geographies with other currencies. Miles Technologies NA shall determine the applicable exchange rate at its reasonable discretion.

5. Liability

Miles Technologies NA, LLC Dba Miles, do not provide or broker transport services. and shall not take any responsibility for the quality or the absence of defects in the provision of transport services by the Fleet Partners / Drivers. As the provision and availability of transport services depends on Drivers, Miles Technologies NA, LLC Dba Miles cannot and do not guarantee that the availability of the Fleet Partners / Drivers meets the needs of the Users.

Miles Business is provided on an "as is" and “as available” basis. Miles Technologies NA, LLC Dba Miles do not guarantee that access to Miles Business shall be uninterrupted or error free.

Miles Technologies NA, LLC Dba Miles are not liable for any loss or damage that Customer or User may incur as a result of using Miles Business. Any financial liability of Miles Technologies NA, LLC Dba Miles shall be limited to $25 U.S dollars. Miles Technologies NA, LLC Dba Miles shall not be liable for the actions, errors or omissions of the Fleet Partners / Drivers.

Miles Technologies NA, LLC Dba Miles shall not be liable towards the Customer or User or any other party for any costs, losses or damages caused due to inaccurate or incomplete data provided by Customer.

5.1. Failure to comply with the rules stipulated in this Agreement constitutes a serious breach, and provides Miles Technologies NA with the right (with or without notice):

5.1.1. to immediately, temporarily, or permanently terminate Customer’s or its User’s right to use Business Account and, where relevant, Miles App, and

5.1.2. to apply and seek any other remedies available pursuant to this Agreement and applicable law.

Customer is liable for all the activities of Administrators and Users. Customer shall be responsible also for Fares incurred in the course of unauthorised, fraudulent or other unlawful activity connected to the User's use of Miles Business. Customer shall notify Miles Technologies NA promptly upon discovery of any such unauthorised, fraudulent or unpermitted activity.

If a User no longer qualifies for the use of Miles Business, it is the sole responsibility of the Customer to remove that individual from the list of Users under its Business Account. Customer remains liable for any fees incurred by the Passenger under Business Account before the moment of removal of such Passengers from the list of Users.

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.

Non-performance of either party under the 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.

6. Term and termination

The Agreement becomes effective from the successful processing of the Customer's signup application and remains in effect until terminated in accordance with the provisions of the Agreement.

Customer may terminate this Agreement at any time and for any reason by notifying in writing Miles Technologies NA at least 7 days in advance.

Miles Technologies NA may terminate this Agreement at any time and for any reason by notifying Customer at least 1 day in advance.

All outstanding payment obligations, as well as obligations arising out of liability and confidentiality provisions of this Agreement shall survive the termination of this Agreement.

Miles Technologies NA is entitled to terminate this Agreement and block the Customer’s access to the Business Portal without prior notice in all those cases where the Customer breaches this Agreement, any applicable laws or regulations, or harms to ‘Miles brand, reputation or business.

Miles Technologies NA may also immediately block the Customer’s access to the Business Portal due to internal investigations, if Miles Technologies NA suspects an infringement of the Agreement or the presence of any fraudulent activity associated with the Customer’s Business Account.

7. Final provisions

7.1. Any notice under Agreement shall be deemed as delivered and have been received:

7.1.1. if delivered personally, at the time of delivery to the party;

7.1.2. if delivered by courier, on the date stated by the courier as being the date on which the envelope containing the notice was delivered to the party;

7.1.3. if sent by registered mail, on the 10th day after handing the document over to the post office for delivery to the party;

7.1.4. if made available via the Miles Business Portal, or if sent by email, on the day the email is sent.

Any changes to the Agreement shall enter into force after they have been made available to the Customer via the Business Portal or notified to the contact details recorded under its Business Account. Continued use of Miles Business after such changes shall constitute the implied Company’s consent to such changes.

This Agreement may not be assigned by the Customer, in whole or in part, without the prior written consent of Miles Technologies NA. Customer may assign Agreement without such consent, but with notice to Miles Technologies NA, in connection with a merger or a sale of all of the equity or assets of Customer.

The Agreement may be assigned to any third party by Miles Technologies NA, anytime and at Miles Technologies NA sole discretion.

This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior communications, drafts, agreements, representations, warranties, stipulations and undertakings of whatsoever nature, whether oral or written between the parties.

Agreement shall be governed by and construed and enforced in accordance with the laws of the state of North Carolina u.s.a. If a dispute resulting from this Agreement could not be settled by the negotiations, then the dispute shall be finally settled by the Court of the state of North Carolina. www.ridewithmiles/terms