PREIMO URBAN MOBILITY LUXURY MOTOR VEHICLES LLC

1. 1. The Customer shall pay the Charges, as invoiced by Preimo. Save where the prices are agreed under a Statement of Work between the parties, the Parties agree that the Price List and the Charges may be revised by Preimo, and in such an event, Preimo shall provide the Customer with a 30 days’ notice, prior to such revised charges becoming applicable, via the App, text message, email, or any such mode of communication, as provided by the Customer.
2. 2. Notwithstanding the provisions of clause 5.1, Preimo reserves the right to increase the Charges and to vary any other charges or discounts provided to Customers from time to time in its sole discretion, including after a Booking is made and including without limitation to reflect changes in law, statute, regulation, taxation statutory instrument and directives. Notice of any such increase in Charges made by Preimo, may be intimated to the Customer via the App, text message, email, or any such mode of communication, as provided by the Customer, and the Customer shall be bound by the amended terms from such date of intimation.
3. 3. Preimo also reserves the right to charge a disruption charge during a Disruption Event and for a period of 12 hours thereafter on all Passenger Services subject to providing notice of any disruption charge prior to the journey taking place. This may be after the Booking was made in which case the Customer will be given the option to cancel the Booking within a reasonable timeframe without any applicable cancellation charge.
4. 4. Payment shall be made in accordance with ‘XI. Payment Conditions’ in the Service Description.
5. 5. If a Booking is cancelled, prior to completion of the Services, the Cancellation Charges as set out in the Service Description shall apply, unless a separate charge is agreed in a the Statement of Work.
6. 6. Unless otherwise expressly provided in these Conditions, all amounts referred to in these Conditions are exclusive of applicable value added tax ("VAT") or other applicable sales tax which, where chargeable by Preimo, shall be payable by the Customer at the rate and in the manner prescribed by Applicable Law. All amounts referred to in these Conditions are also exclusive of any other applicable taxes, duties, imposts, levies and governmental charges of any kind (except for taxes exclusively attributable to Preimo's income), which the Customer shall be additionally liable to pay to Preimo.
7. 7. If the Customer fails to make a payment due to Preimo under the Contract, or these Conditions, by the due date, then, without limiting Preimo's remedies under clause 11, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.7 will accrue each day at 14% a year.
8. 8. Without prejudice to provisions of clause 5.7, Preimo reserves the right to suspend the Services until the full outstanding amount, including any interest amount (if applicable), is paid by the Customer.
9. 9. In the event of any dispute as to the amount of an invoice, the Customer shall pay the amount in full pending the resolution of such dispute and Preimo shall make any adjustment due immediately upon such resolution.
10. 10. All amounts due under the Contract and/or these Conditions shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by Applicable Law).

1. 1. Upon execution of the Customer Engagement Terms, the Customer shall complete the customer on-boarding form, annexed as Schedule 4 of these Conditions. It is the obligation of the Customer to provide all details and information requested in the customer registration form.
2. 2. The parties shall, appoint Representatives who shall be:
   1. ) In relation to Preimo, responsible for the co-ordination of all matters relating to the provision of Services to ensure that they are properly managed; and
   2. ) In relation to the Customer, responsible for the co-ordination of all matters relating to the receipt of the Services.

1. 1. All Intellectual Property Rights belonging to a party prior to the Effective Date, including all related Intellectual Property Rights and moral rights to any modifications, derivative works, suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by any other party in relation to those Intellectual Property Rights shall remain vested in that party.
2. 2. All Intellectual Property Rights in or to the Preimo System shall remain vested in Preimo.
3. 3. Where the Customer uses the Preimo System to receive the Services, Preimo grants to the Customer a royalty-free, non-exclusive, revocable, worldwide, non-transferable, non-sub licensable licence for the Term to use the Preimo System and App for the sole purpose of receiving the Services. All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by Preimo ("Developments"). The Customer assigns to Preimo, or shall procure the assignment to Preimo of, all such rights (whether presently existing or to be created in the future) and agrees to execute, or procure the execution of, all documents reasonably necessary to give effect to Preimo's title to the Intellectual Property Rights in Developments.

1. 1. Each party shall:
   1. ) At all times during the term of these Conditions, comply with the Data Protection Legislation; and
   2. ) To the extent applicable under the Data Protection Legislation, obtain and maintain all appropriate registrations required in order to allow that party to perform its obligations under these Conditions.
2. 2. Subject to clause 8.7, Preimo:
   1. ) Acknowledges that, in respect of Processed Data, as between the parties, it acts as a processor; and
   2. ) Shall ensure that all Preimo personnel who have access to and/or process Processed Data are obliged to keep the personal data confidential.
3. 3. Preimo:
   1. ) Shall only process Processed Data to provide the Services in accordance with these Conditions and the Customer's instructions as set out in these Conditions and as issued from time to time ("Processing Instructions") (which the Customer shall ensure are compliant with the Data Protection Legislation). For the avoidance of doubt, these Conditions constitute the Customer’s instructions to Preimo, and Preimo is further instructed to:
      1. ) Process personal data to communicate directly with data subjects for the purpose of providing and promoting the Services;
      2. ) Process personal data to communicate directly to data subjects for the purpose of promoting consumer services, and the Customer warrants that it has attained appropriate consents for this communication;
      3. ) Process personal data to communicate directly with data subjects for the purpose of requesting that data subjects participate in surveys to improve customer experience;
      4. ) Share personal data with third party service providers to the extent such data is required by them to provide the Services.
   2. ) If Applicable Law requires Preimo to process Processed Data other than in accordance with the Processing Instructions, Preimo shall notify the Customer of any such requirement before processing the Processed Data (unless Applicable Law prohibits such information on important grounds of public interest);
   3. ) Notify the Customer on becoming aware of a Personal Data Breach in respect of Processed Data processed under these Conditions;
4. 4. The parties acknowledge that the types of personal data processed pursuant to these Conditions (i.e. Processed Data) (including the subject matter, duration, nature and purpose of the processing and the categories of data subject) are as described in Schedule 5.
5. 5. If and to the extent, Preimo is a data controller in relation to personal data collected under these Conditions, Preimo shall comply with the applicable provisions of the Data Protection Legislation.
6. 6. The Customer may provide Preimo with staff personal data for the purpose of on-boarding such staff to allow them access to the Service. The Customer warrants that it shall have the appropriate consents for obtaining and providing such staff personal data to Preimo.
7. 7. The Customer warrants, that in relation to all Processed Data, the Customer shall have appropriate consents for the personal data of the relevant data subject to be shared with Preimo.

1. 1. Preimo shall not be liable (whether for breach of contract, tort (including negligence), breach of statutory duty or otherwise) for any:
   1. ) Loss of profit;
   2. ) Loss of sales, turnover, revenue or business;
   3. ) Loss of customers or contracts;
   4. ) Loss of or damage to reputation or goodwill;
   5. ) Loss of opportunity;
   6. ) Loss of software or data;
   7. ) Loss or waste of management or other staff time; or
   8. ) Indirect, consequential or special loss;
   arising out of or relating to these Conditions, whether or not such loss was foreseeable or if the party which would otherwise be liable for such loss was advised of its possibility (and, for the purposes of this clause 9.1, the term "loss" includes a partial loss or reduction in value as well as a complete or total loss).
2. 2. Preimo shall not be liable, whether through negligence or in contract, breach of statutory duty, under any indemnity or otherwise, for any loss, damage, expense or liability incurred or sustained as a result of (a) the use of the Services in breach of these Conditions; and/or (b) any processing of data in accordance with the customer's Processing Instructions.
3. 3. Except as expressly set out in these Conditions, no implied conditions, warranties or other Conditions, including any implied conditions relating to satisfactory quality or fitness for any purpose, will apply to the Services or to anything supplied or provided by Preimo under these Conditions.
4. 4. Without prejudice to the provisions of clause 9.1, 9.2 and 9.3, the Parties agree that the total aggregate liability of Preimo under these Conditions shall not exceed USD 1,000,000 (one million United States Dollars).
5. 5. Where Services are being supplied through the Partnered Service Provider, Preimo shall not be liable for any inconsistencies, errors, omissions, or any other issues arising from the actions or omissions of the Partnered Service Provider. Preimo hereby disclaims all liabilities for any non-compliance with laws, regulations, or any other legal requirements by the Partnered Service Provider.
6. 6. This clause 9 shall survive termination of these Conditions.

1. 1. Each party shall:
   1. ) Keep confidential all Confidential Information of the other party which it receives in connection with these Conditions;
   2. ) Not copy or reproduce any part of it without the prior written approval of the other party, except as strictly necessary for the performance of its obligations under these Conditions;
   3. ) Apply to it no lesser security measures and degree of care than those which it takes in protecting its own Confidential Information and in any event no less than that which a reasonable person or business would take in protecting its own confidential information;
   4. ) Only use such Confidential Information as strictly necessary for the performance of, or exercise of its rights under, these Conditions;
   5. ) Subject to clause 10.2, not disclose such Confidential Information to any third party (other than its professional advisers, officers, employees, agents, contractors and sub-contractors on a 'need to know' basis as strictly required for the purposes of these Conditions and subject to each such person being bound by an obligation of confidentiality equivalent to this clause 10);
   6. ) Promptly, upon request and, in any event, upon termination of these Conditions (for whatever reason), destroy all materials (in whatever form) incorporating, embodying or recording any such Confidential Information in its possession or control, provided however that Preimo may retain a copy the Confidential Information for its own legitimate interests; and
   7. ) In relation to Preimo only, procure that its Chauffeurs agree to confidentiality provisions at least as restrictive as those in this clause 10.1.
2. 2. Either party may disclose the other's Confidential Information to the extent required by law or by any court, tribunal, regulator or other authority with competent jurisdiction to order its disclosure (but only to the extent of such requirement).
3. 3. Either party shall be permitted to issue any press release in relation to the subject matter of these Conditions or any marketing or publicity materials including reference to the subject matter of these Conditions but excluding Confidential Information herein.
4. 4. From time to time, the Customer or the Passenger may be asked by Preimo or any third party on Preimo’s behalf to:
   1. ) Participate in Preimo case studies; and/or
   2. ) Provide testimonials; and/or
   3. ) Provide feedback, such as ratings or comments to Chauffeurs; and/or
   4. ) Participate in surveys, to improve the customer experience.
5. 5. Preimo may use the Customer’s name, trade mark, service mark, logo, domain name, URL or other identifier in publicity releases, interviews, marketing materials, public announcements or advertising.

1. 1. These Conditions shall commence on the Effective Date and shall continue indefinitely unless and until terminated by either party in accordance with this clause 11, unless otherwise agreed in the Customer Engagement Terms.
2. 2. Subject to the provisions of clause 18, either party may terminate these Conditions and/or any uncompleted Booking by giving the other written notice if:
   1. ) The other materially breaches any term of these Conditions and it is not possible to remedy that breach;
   2. ) The other materially breaches any term of these Conditions (which, in the case of the Customer, shall include non-payment of any invoiced amount that is due and owing) and it is possible to remedy that breach, but the other fails to do so within 30 days of being requested in writing to do so; or
   3. ) The other suffers or undergoes or becomes insolvent, makes a composition with its creditors, has a receiver or administrator of its undertaking or the whole or a substantial part of its assets appointed, or an order is made, or an effective resolution is passed, for its administration, receivership, liquidation, winding-up or other similar process, or has any distress, execution or other process levied or enforced against the whole or a substantial part of its assets (which is not discharged, paid out, withdrawn or removed within 28 days), or is subject to any proceedings which are equivalent or substantially similar to any of the foregoing under any applicable jurisdiction, or ceases to trade or threatens to do so. For the purposes of this clause 11.2 in order for it to be possible to remedy a breach it must be possible to take steps so as to put the other party into the same position which (save as to the date) it would have been in if the breach had never occurred.

1. 1. Cancellation of any Booking will not have the effect of terminating these Conditions or any other Booking, but termination of these Conditions will automatically terminate all uncompleted Bookings.
2. 2. Termination of these Conditions and/or any Booking for any reason will not affect:
   1. ) Any accrued rights or liabilities which either party may have by the time termination takes effect; or
   2. ) The coming into force or the continuation in force of any of its provisions that expressly or by implication are intended to come into force or continue in force on or after termination.
3. 3. On termination of these Conditions the Customer shall immediately pay to Preimo all of Preimo's outstanding unpaid invoices and interest and, in respect of Services supplied and/or any Charges applied in accordance with these Conditions. To the extent an invoice has not been submitted, Preimo shall submit an invoice, which shall be payable by the Customer immediately on receipt.
4. 4. Any provision of these Conditions that expressly or by implication is intended to come into or continue in force on or after termination or expiry of these Conditions shall remain in full force and effect.

Save in relation to payment of Charges by the Customer, neither party shall be in breach of these Conditions nor liable for delay in performing, or failure to perform, any of its obligations under these Conditions if such delay or failure result from a Force Majeure Event. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for six Months, the party not affected may terminate these Conditions by giving 30 days' written notice to the affected party.

1. 1. No failure or delay by a party to exercise any right or remedy provided under these Conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
2. 2. The rights and remedies provided under these Conditions are in addition to, and not exclusive of, any rights or remedies provided by law.
3. 3. If any provision or part-provision of these Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Conditions.
4. 4. These Conditions, any Booking, and any document referred to herein, constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
5. 5. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Conditions. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in these Conditions.
6. 6. Unless otherwise agreed in writing by Preimo, the Customer shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under these Conditions without the prior written consent of Preimo.
7. 7. Preimo may at any time assign or transfer any or all of its rights or obligations under these Conditions.
8. 8. Nothing in these Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
9. 9. Preimo may, at its sole discretion, vary these Conditions from time to time.
10. 10. Except as provided in these Conditions, a person who is not a party to these Conditions shall not have any rights under or in connection with it.

1. 1. Any notice given to a party under or in connection with these Conditions shall be in writing and shall be:
   1. ) Delivered by hand or by registered post or other next working day delivery service at the addresses set out above;
   2. ) Sent by email to the address set out in the Service Description in the case of Preimo and to the email address provided in the customer on-boarding form annexed as Schedule 4 of these Conditions in the case of the Customer.
2. 2. Any notice shall be deemed to have been received:
   1. ) If delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
   2. ) If sent by registered post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; or
   3. ) If sent by email, at 9.00 am on the next Business Day after transmission. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

1. 1. These Conditions and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with laws of United Arab Emirates, as applicable in Dubai.
2. 2. Each party irrevocably agrees that the courts of Dubai (excluding Dubai International Financial Centre) shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Conditions or its subject matter or formation (including non-contractual disputes or claims).

This Agreement (together with the Customer Engagement Terms) is the entire agreement between Preimo and the Customer regarding the Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. The parties agree that any term or condition stated in the Customer Engagement Terms or in any other document(s) (excluding the Customer Engagement Terms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) Customer Engagement Terms, and (2) this Agreement.

1. 1. The Conditions of this Agreement may be modified or amended by Preimo at any time without prior notification to the Customer. In such an event, Preimo will intimate the Customer.
2. 2. In the event that the Customer raises objections or expresses concerns with respect to the proposed modifications, they shall retain the right to decline acceptance of the alterations and consequently terminate this Agreement within a period of 14 (fourteen) days from the date of notification of said modifications.
3. 3. If the Customer fails to communicate any objections or concerns to Preimo within the specified 14 (fourteen) day period as referred to in clause 18.2 above, such failure to communicate will be deemed as acceptance of the proposed modifications to the terms of this Agreement by the Customer. In such an event, the amended terms will become effective upon the expiration of the notice period.

1. Customers shall not permit unaccompanied Minors to travel in a Passenger Vehicle.
2. Customers are responsible for the acts and omissions of all persons who they authorise to travel in a Passenger Vehicle.
3. Passengers are not permitted to smoke in any Passenger Vehicle (including using electronic cigarettes) and to the extent a Passenger does so, Preimo reserves the right to require a Passenger to alight from a Passenger Vehicle.
4. Passengers shall not play any musical instrument or broadcast recorded music in any Passenger Vehicle except with the written permission of the relevant member of Preimo.
5. Passengers shall not consume alcohol in any Passenger Vehicle and Preimo reserves the right to decline carriage to any Passenger and/or require a Passenger to alight from a Passenger Vehicle who, in Preimo’s opinion, is intoxicated.
6. The transportation of luggage in a Passenger Vehicle shall be permitted at our absolute discretion. Passengers shall remain responsible for their luggage at all times.
7. Preimo reserves the right to refuse to transport or cease to transport any Passenger who behaves in a disorderly, inappropriate (including excessive physical contact or display), threatening or abusive manner or who, in Preimo’s absolute discretion is considered a nuisance or a danger to its employees, agents, subcontractors or to fellow Passengers and may require such a Passenger to alight from a Passenger Vehicle and the Customer may be charged a Cancellation Charge.
8. Preimo may assist any Passenger who is not capable of boarding and alighting a Passenger Vehicle unaided, at Preimo’s sole discretion but at the Passenger’s risk.
9. The Passenger shall not cause damage to, or leave litter, soil or contaminate the Passenger Vehicle. Preimo may charge the Customer repair or cleaning charges in respect of the Passenger Vehicle, all costs, incurred by Preimo as per the invoice raised towards such expenses, along with an admin fee of 10%, plus VAT, in the event of any spillage in the vehicle or in the event of any soiling, contamination or damage of the vehicle caused by a Passenger.
10. The Passenger must sign the trip voucher (to be prepared by the Chauffeur) in relation to the Services provided after the completion of a trip. In the event the trip voucher (when presented) is not signed by the Passenger, the trip (and the Service) will be deemed to be completed.

I. Type of Services

Subject to the Conditions, Preimo shall provide the following Passenger Services:

1. Airport Pick-up (Arrival): Passenger(s) pick up service from an international airport in Dubai or Abu Dhabi or Sharjah and transfer to any Drop-off Address or any designated airport in the Territory through the Partnered Service Provider. Any regular parking expenses will be payable by the Customer, for the time exceeding the Airport Inclusive Waiting Time. Notwithstanding the Airport Inclusive Waiting Time, any expense incurred for V.I.P parking, if requested by the Customer, will be charged along with an admin fee of 10% on such parking charges. Preimo shall provide a copy of the parking receipt to support the amount being charged.
2. Airport Drop-off (Departure): Drop-off Service to an international airport in the Territory from a Pick-up Address within the Territory.
3. Single Transfer (P2P): Transfer to a Drop-off Address within United Arab Emirates, provided that the Pick-up Address is in Dubai.
4. Full Day Services (10 Hours): Service contracted for travel within United Arab Emirates for a limited period of 10 hours, with unlimited mileage. If the duration of the Services exceeds the limited time period, additional charges will apply with minimum increments of three hours at the hourly rates as per the category of the Passenger Vehicle in line with the Price List.

II. Category of Passenger Vehicles provided

Subject to these Conditions, Preimo shall (subject to availability) provide the following categories of Passenger Vehicles for the Passenger Services:

III. Facilities in the Passenger Vehicle

Every Passenger Vehicle shall have the following facilities:

1. Internet access;
2. Bottled water;
3. Tissues;
4. Baby seat (where requested by the Customer). Where a baby seat is requested, the Chauffeur will ensure that the baby seat is secured, however the Passenger is responsible for securing the child/baby in the seat.

IV. Additional Charges in relation to Events

Save where the charges are agreed under a Statement of Work between the parties, the following Charges shall apply in relation to Passenger Services provided during and in relation to any Event:

1. All Passenger Services in relation to any Event shall be considered Full Day Services.
2. An additional surcharge of 20% shall apply for Passenger Services in relation to any Event.

V. Additional Charges for Amenities requested by Customers and Passengers

Preimo will charge a flat administrative fee of AED150 and processing fee of 5% on top of the value of any amenities requested by the Customer or the Passenger.

VI. Pricing for Extended Services

Any Passenger Services requested for more than 10 hours at the time of Booking shall be considered “Extended Services” in relation to which, the Customer and Preimo will agree on the Charges on a case by case basis.

VII. Cancellation Charges

The following Cancellation Charges shall apply in relation to the Services:

1. For all Passenger Services (excluding those in relation to Events), where a Booking is cancelled by the Customer or a Passenger:
   1. At least 4 hours before the agreed start time of the Service – Nil
   2. Less than 4 hours before the agreed start time of the Service – 100% of the Charges
2. For all Passenger Services in relation to Events, where a Booking is cancelled by the Customer of a Passenger, the charges will be as follows, unless otherwise agreed to in a Statement of Work:
   1. At least 72 hours before the agreed start time of the Service – Nil
   2. Less than 72 hours before the agreed start time of the Service – 100% of the Charges

VIII. Charges for modification of Services

Save where the Customer requests an upgrade in the category of the Passenger Vehicle, if the Customer requests a modification of a Service less than four hours before the agreed start time of the Service, a Cancellation Charge under 1.1.b of ‘VII. Cancellation Charges’ above shall apply.

Any modifications of Services requested least four hours before the agreed start time of the Service shall be deemed a new request for Booking, without any charges applicable for modification.

IX. New Year Eve

All Passenger Services booked for a start time on or after 03:00pm on the 31st of December shall be considered Full Day Services.

X. Communication Channels

Telephone calls will be recorded, and the Customer agrees that any instructions provided by the Customer or Passenger by Telephone (without prejudice of the obligation of the Customer to communicate confirmation of instructions by Email), as recorded by Preimo can be used as evidence of such instructions, notwithstanding whether an email confirming such instructions was sent or not.

XI. Payment Conditions