Terms and Conditions for Business Accounts

Effective from 01 September 2024

"Admin Panel"	An administrator panel which enables the Administrator to manage the Business Account Services, e.g., in relation to payment methods and the individuals registered as Authorised Users.
"Administrator"	The individual(s) who, by means of the FREENOW Platform with authorisation from the Business Account Holder, exercise(s) administrative rights for the Business Account, such as, for example, implementing settings for the Business Account and the Authorised Users (such as their addition, removal and/or their authorizations).
"Arranged Services"	Means Transportation Services and Mobility Services.
"Authorised Users"	Employees or customers of the Business Account Holder, whom the Business Account Holder has Authorised via the Administrator to book and receive Arranged Services and other services covered by the scope of services of the Business Account.
"Booking"	A booking request confirmed by a Relevant Operator or Mobility Service Partner.
"Business Account"	The account on the FREENOW Platform offering access to the Business Account Services.
"Business Account Contract"	The contract concluded between FREENOW and the Business Account Holder on the provision and use of the respective Business Account Services and consisting of the order, the acceptance of the order and the Business Account GTC as well as the Fee Policy.
"Business Account Holder"	The business customer who enters into an agreement with FREENOW on the set-up and use of a Business Account.
"Business Account Services"	All services which the Business Account Holder and its Authorised Users can access on the basis of the Business Account, in order for its Authorised Users to access the Arranged Services.
Fee Policy	the policy detailing the fees which may be applicable to the Arranged Services, detailed here (as may be amended from time to time).
"FREENOW App"	The software application provided by FREENOW for passengers for the arranging, reservation and purchasing of services, as made available for download onto certain electronic portable devices through recognized stores, e.g., Apple Store and Google Play Stores.
"FREENOW Platform"	The FREENOW App, the website www.free-now.com and web-based applications based on it (e.g., Admin Panel) as the totality of the access options FREENOW is offering for the use of its services.
"FREENOW Platform Services"	The offers and functions of the FREENOW Platform around the arranging, reservation and purchasing of Arranged Services.
“Mobility Services”	has the same meaning as in the Passenger Terms.
Passenger Terms	means the General Terms and Conditions for Users which can be found here (as may be amended from time to time).
“Relevant Operator”	has the same meaning as in the Passenger Terms.
“Relevant Providers”	has the same meaning as in the Passenger Terms.
"Service Package"	The various services for the provision of which the Business Account Contract is concluded.
"Mobility Service Partner"	The providers and suppliers of the Mobility Services made available via the FREENOW Platform.
“Transportation Services”	has the same meaning as in the Passenger Terms.

1. General applications

1.1 These General Terms and Conditions for Business Accounts ("Business Account GTC") used by Free Now Ireland Limited, 7 – 12 Baggot Court, Dublin 2, D02 F891 ("FREENOW") shall govern the use of the Business Account Services made available via the FREENOW Platform and the contractual rights and obligations of FREENOW and the Business Account Holder in relation to the Business Account Contract.

1.2 The Business Account Contract will be concluded by the Business Account Holder (i) submitting to FREENOW the signed order for the relevant Service Package and FREENOW confirming the conclusion of contract electronically by sending an e-mail to the Business Account Holder containing the relevant documents, or (ii) the Business Account Holder registering for the relevant Service Package on the FREENOW Platform and FREENOW confirming the successful set-up of the Business Account.

1.3 The Business Account Holder is obliged to comply with the terms and conditions contained in the Business Account GTC. If and to the extent that these Business Account GTC and the provisions of the accepted order contradict each other, the provisions of the accepted order shall prevail.

1.4 The provision of the Arranged Services to Authorised Users is governed by the Passenger Terms. If and to the extent that these Business Account GTC and the Passenger Terms contradict each other, the provisions of the Business Account GTC will prevail.

1.5 Terms of contract and use conditions of the Business Account Holder shall not apply to the contractual relationship between FREENOW and the Business Account Holder, even if FREENOW does not expressly object to them.

1.6 FREENOW reserves the right to modify the terms and conditions of the Business Account GTC at its own discretion. In case of a material modification, FREENOW will inform the Business Account Holder of the changes to the Business Account GTC with a reasonable notice period which shall at least amount to four (4) weeks before the amended Business Account GTC come into force, it being provided that the Business Account Holder is free to terminate the Business Account Contract with a reference to the notified change within the aforementioned four-week period. Continued use of the FREENOW Platform after announcement of such changes and/or amendments shall constitute consent by the Business Account Holder to such changes. If FREENOW does not receive such a declaration of termination by the Business Account Holder with reference to the introduced changes, the announced changes of the Business Account GTC shall be deemed accepted by the Business Account Holder.

2. Scope of Business Account Services

2.1 The Business Account Holder may book any of the following Service Packages by the respective order or by registering via the FREENOW Platform:

● FREENOW for Business Travel;

● FREENOW for Client Travel.

The services covered by the respective Service Package are available at the following link: www.free-now.com/ie/business/business-travel/.

2.2 The agreed Service Packages are indicated in the Business Account Contract.

2.3 The contractually agreed Business Account Services are exclusively available to the Business Account Holder and its Authorised Users during the contractual term. The group of possible Authorised Users depends on the agreed Service Package.

2.4 If the Arranged Services are provided in a country other than Ireland, e.g., because affiliated companies of the Business Account Holder or their employees or customers are entitled under the Business Account Contract to use Business Account Services, or because Authorised Users of the Business Account Holder use Arranged Services in another country, the respective local passenger terms, fee policy and any applicable special regulations shall apply. These terms will be shown within the FREENOW App when used in another country.

2.5 To use the Business Account Services, the Authorised User must download the FREENOW App, install it on a compatible mobile device and register. This does not apply to services from the FREENOW for Client Travel Service Package, where the Authorised User can also use the services without the FREENOW App.

2.6 Insofar as it concerns Business Account Services within the scope of FREENOW for Business Travel, the Business Account Holder shall ensure that (a) its Authorised Users are employees or customers of the Business Account Holder's company and (b) its Authorised Users act exclusively in a professional function when using the Business Account. FREENOW is neither obligated nor technically able to determine whether a particular Arranged Service booked by an Authorised User is intended for professional or private purposes.

2.7 Where provided for in the order form, FREENOW may give the Business Account Holder the option to allow its Authorised Users to choose to have the Business Account Holder pay for them on invoice as payment method for the Booking of an Arranged Service via the FREENOW Platform ("Billing Allowed Ride").

2.8 The Business Account Holder hereby confirms that its Authorised Users are authorised to enter into contracts on its behalf (a) with the Relevant Providers regarding Transportation Services and (b) with the Mobility Service Partners regarding the Mobility Services, in accordance with the applicable Passenger Terms and the fee policy and within the scope set in the Admin Panel by the Business Account Holder or its Administrator. By the activation of an Authorised User in the Admin Panel, the Administrator confirms that the Business Account Holder has Authorised the Authorised User to use the activated Arranged Services, to enter into contracts for the provision of the Arranged Services and to use the payment method activated by the Business Account Holder.

2.9 If the Business Account Holder notices that an Authorised User is no longer Authorised, it will deactivate the Authorised User with the means made available to it (within the framework of the selected technical implementation). If FREENOW becomes aware that an Authorised User is no longer working for the Business Account Holder or is no longer Authorised to use FREENOW's services via the Business Account of the Business Account Holder for any other reason, FREENOW reserves the right to block access and use of the FREENOW App by such Authorised User via the Business Account.

2.10 The Business Account Holder acknowledges that any contract-related communication to the Business Account Holder shall be made to the e-mail address provided by the Business Account Holder for communication, unless otherwise notified by the Business Account Holder.

2.11 It is within FREENOW’s discretion to refuse to open a Business Account or provide Business Account Services (including a Monthly Budget) to any person based on legitimate business grounds. To the extent permitted by applicable law, FREENOW reserves the right to carry out credit checks on potential and actual Business Account Holders.

3. Incurring Fees

3.1 The following fees and charges may be incurred in connection with the Business Account Services and the Arranged Services:

Charges for Transportation Services

The Relevant Providers will charge fees for the provision of the Transportation Services, which may include cancellation fees and/or waiting time fees. For taxi rides, the fee is based on the locally applicable taxi tariff regulations and other provisions for taxi traffic. For other services, the fee is usually based on availability, route, duration and/or time. If there is no locally applicable taxi tariff regulation, the fee for the respective service is shown to the Authorised User before its Booking in the FREENOW Platform.

Technology fees in connection with the Arranged Services

Furthermore, technology fees may be charged by FREENOW in connection with the Arranged Services (as set out in the Fee Policy).

Any other fees set out in the Fee Policy.

The Business Account Holder is also obligated to pay any fees set out in the fee policy where such fees are applicable.

3.2 FREENOW reserves the right to modify the fee policy at any time (with respect to technology fees), including introducing new technology fees, in which case it will provide the Business Account Holder with reasonable and appropriate notice of any such change prior to it taking effect. In the event that the Business Account Holder does not agree with any changes to the fee policy, it is entitled to terminate the Business Account Contract. The Relevant Providers reserve the right to modify the fee policy at any time (with respect to fees other than the technology fees), including introducing new fees, in which case the Business Account Holder will be provided with reasonable and appropriate notice of any such change prior to it taking effect. In the event that the Business Account Holder does not agree with any changes to the fee policy, it is entitled to terminate the Business Account Contract.

3.3 Any value-added tax payable on the invoiced amounts will be shown in the statements.

3.4 After successfully creating a Business Account, FREENOW allow the Business Account Holder to enable the "Multicard" option on the dashboard. Authorised Users can add a payment card (according to whichever payment cards FREENOW may accept) as payment method within the FREENOW Platform and associate that card to the Business Account.

3.5 There is no cost arising to the Business Account Holder from the option for a payment method defined by the Authorised User themselves. However, if the payment method defined by the Authorised User as Multicard ceases to be valid or cannot be charged, all charges and costs shall be billed to the Business Account Holder, which the Business Account Holder unconditionally accepts and confirms their responsibility for paying.

3.6 Additional terms and conditions (“Specific Terms and Conditions”) may apply to any offer or promotion provided by FREENOW.

4. Accounting

4.1 Unless otherwise stipulated, the Mobility Service Partner assigns its claims against the Business Account Holder arising from the contracts between the Business Account Holder and the Mobility Service Partner ("Assigned Claims").

4.2 If an assignment has taken place, FREENOW asserts this amount in its own name and on its own account against the Business Account Holder.

4.3 In relation to fees (including cancellation fees) for the provision of Transportation Services, all payments will be received by FREENOW on behalf of the Relevant Providers as set out in the Passenger Terms.

4.3 FREENOW issues an invoice (either on behalf of the Relevant Providers in relation to Transportation Services and/or on its own behalf in relation to Assigned Claims or technology fees) to the Business Account Holder in the case of Billing Allowed Rides at the end of a calendar month (or as otherwise agreed) for the Arranged Services provided in the calendar month, and for the incurred fees specified in the fee policy. The amount stated in the invoice is due within fourteen (14) days from the invoice date.

4.4 If the payment is made by corporate credit card, the accrued amount is due upon completion of the trip. In this case FREENOW will (on behalf of the Relevant Providers and/or Mobility Service Partner) provide the Business Account Holder upon request with a statement, i.e., a subsequent overview of the charges, Assigned Claims and the fees specified in the fee policy and that incurred, at FREENOW's choice by email or on the FREENOW Platform.

5. Payment

5.1 If the Business Account Holder is in default of any payments, FREENOW may (on behalf of the Relevant Providers and/or Assigned Claims) send a warning to the Business Account Holder. If the Business Account Holder does not settle the claims within the period specified in the warning, FREENOW (on behalf of the Relevant Providers and/or Mobility Service Partner) is entitled to suspend the provision of Business Account Services to the Business Account Holder and its Authorised Users with immediate effect until the respective outstanding amount has been paid in full; and (ii) charge interest at a rate of 8% above the Euribor 12-month reference rate. In addition, FREENOW may charge a fixed compensation equal to forty (40) euros (or such higher amount where this is incurred) to cover the recovery costs and the parties acknowledge that such is a genuine estimate of the loss incurred by FREENOW due to late payment

In circumstances where a Business Account Holder’s credit rating is downgraded, FREENOW shall also be entitled to suspend the provision of Business Account Services.

5.2 The Business Account Holder shall not be entitled to make partial payments, nor is it Authorised to refuse payment of the amount due without legal grounds or to offset this amount against an own claim, except it is undisputed or established as final and absolute by a court of law.

5.3 Fees or costs (e.g., costs of a return debit note) incurred by FREENOW due to insufficient funds in the Business Account Holder's bank account shall be borne by the Business Account Holder.

6. Liability

6.1 In respect of the Mobility Services, FREENOW commits itself only to facilitate accessing the Mobility Services and it is not a provider of such and any contract for the provision of the Mobility Services is between the Mobility Service Partner and the Business Account Holder. FREENOW is not liable for the Mobility Services themselves or for any damages or losses arising from any transaction between the Business Account Holder, Authorised Users and the Mobility Service Partner. FREENOW assumes no responsibility for the accuracy and completeness of information transmitted to FREENOW by the Business Account Holder or its Authorised Users in connection with the Business Account Services and such information is provided on an “as is” and “as available” basis.

6.2 In respect of the Transportation Services, FREENOW has agreed to collaborate with Relevant Operators to provide the Transportation Services, and FREENOW’s liability in respect of the Transportation Services is as set out in the Passenger Terms.

6.3 FREENOW shall not be liable for expenses and damages incurred by the Business Account Holder through the use of the Business Account Services by its Authorised Users contrary to any agreements or policies that the Business Account Holder has with its Authorised Users. This does not apply if the Administrator has set appropriate restrictions on the authorization of the Authorised User via the FREENOW Platform in advance.

6.4 Nothing in the Business Account Contract excluded or limits FREENOW’s liability for death or personal injury arising from its negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by applicable law. In no event shall FREENOW’s total liability to the Business Account Holder or any other person arising under or in connection with the Business Account Contract, whether in contract, tort (including negligence and misrepresentation), breach of statutory duty or otherwise exceed €200 and in no circumstances shall it be liable for: (i) any loss or liability for which it has expressly excluded its liability for under the Business Account Contract: (ii) anticipated savings; (iii) business losses including loss of profits or revenue, loss of contracts or loss of business opportunities, depletion of goodwill or reputation; (iv) loss of data or property damage (including damage to hardware or software); (v) inability to use the Business Account Services or FREENOW Platform; (vi) any delay or interruption to the FREENOW Platform or the Business Account Services or unavailability of such; (vii) conduct of third parties including Mobility Service Partners and Relevant Operators; and (viii) any special, incidental, indirect or consequential damages.

6.5 If and to the extent a third-party claims, from FREENOW, damages incurred by the third party as a result of the conduct of the Business Account Holder or any of its Authorised Users, the Business Account Holder shall indemnify FREENOW against any liability towards the third party as well as against the costs for an appropriate legal defence. The Business Account Holder is obliged, if third parties assert any claims against FREENOW on ground of the Business Account Holder or an Authorised User's infringement of rights, to immediately provide FREENOW with all relevant information to the extent that this is required for reviewing and defending against the claims of the third party. The Business Account Holder is obliged to contractually oblige its Authorised Users to provide it with the corresponding information.

6.6 FREENOW assumes no liability for cashless payments towards Relevant Providers or Mobility Service Partners. The Business Account Holder must approach the payment service provider itself if the payment process is disrupted. FREENOW also assumes no liability for procuring insurance for personal belongings that may be left in a vehicle.

6.7 The Business Account Holder undertakes to take all reasonable security measures to protect its access data or other individual identifiers from unauthorised access by third parties.

6.8 If the Business Account Holder culpably violates its obligation to take due care in safeguarding and protecting its username, password or other personal identification features from unAuthorised third-party access and if FREENOW incurs a loss as a result of this violation of duty of care, FREENOW explicitly reserves the right to assert damages against the Business Account Holder and the Business Account Holder shall indemnify FREENOW for all damages and other losses that are incurred by the Business Account Holder.

7. Compliance

The Business Account Holder undertakes to refrain from and prevent such actions in connection with its Business Account that could lead to criminal liability due to fraud, breach of trust, insolvency offences, offences against competition, corruption, accepting an advantage, bribery or bribery-like offenses by it, its employees or other third parties. In case of any violation of the above nature, FREENOW shall be entitled to terminate the Business Account Contract without notice for good cause and to discontinue all transactions with the Business Account Holder. Without prejudice to the above, the Business Account Holder is obligated to comply with all laws and regulations pertaining to it and to the legal relationship with FREENOW and it shall keep FREENOW indemnified in respect of any losses or other liabilities that FREENOW may incur in respect of the Business Account Holder’s breach of this clause.

8. Data Protection

8.1 FREENOW will process personal data provided by or obtained from the Business Account Holder or directly from Authorised Users to provide the stipulated services, for billing purposes and to analyse, enhance and improve its services. FREENOW shall process such data in its capacity as a data controller in accordance with EU General Data Protection Regulation.

8.2 In accordance with applicable data protection law, FREENOW and the Business Account Holder acknowledge that they each act as independent data controllers when processing the personal data relating to Authorised Users for their own respective purposes. Therefore, they shall be separately responsible for the processing they carry out for their own purposes. Both FREENOW and the Business Account Holder each undertake to comply with applicable data protection laws, which include the EU General Data Protection Regulation and further local data protection regulations, and to process personal data only for legitimate business purposes and to retain such personal data only for the time as necessary for such purposes.

8.3 Authorised Users are subject to FREENOW's Privacy Policy Passenger (https://www.free-now.com/ie/website-privacy-policy/), which applies to all users of the FREENOW App.

8.4 FREENOW processes the personal data of the Authorised Users (including the Administrators of the Business Account Holder) indicated by the Business Account Holder through the Admin Panel to authenticate the Business Account Holder, associate the Business Account with the invoice address and associate Authorised Users with the Business Account Holder.

8.5 The Business Account Holder consents to FREENOW contacting Authorised Users directly on the basis of the data transmitted by the Business Account Holder in order to invite them, among other things, to register in the FREENOW App and to associate the Business Account of the Business Account Holder with the account of the Authorised User.

8.6 The Business Account Holder shall ensure that the processing of the personal data of the Authorised Users and the transmission thereof to FREENOW is lawful and undertakes to inform the Authorised Users and Administrators of its Business Account that their personal data will be made available to FREENOW for the purpose of setting up the FREENOW Business Account and for the processing and execution of payments. The Business Account Holder must also indicate that FREENOW transmits personal data of the Authorised Users to the Business Account Holder for billing purposes, e.g., information on the booked Mediated Services.

8.7 Before providing personal data to FREENOW, the Business Account Holder shall obtain all necessary authorizations as required by data protection law and ensure that any other requirements for the lawful data processing by FREENOW are complied with. The Business Account Holder shall ensure that all personal data provided to FREENOW are correct, up to date and complete.

8.8 FREENOW is entitled to use external service providers for the processing of payments and for the preparation of invoices and to provide them, to the extent necessary for these purposes, with data and information (e.g., contract data and usage data) of the Business Account Holder and its Authorised Users. Insofar as personal data is involved, the transfer of such data to external service providers requires that the transfer is lawful.

9. Confidentiality and Security

9.1 The parties undertake to keep secret all confidential information of which they become aware in connection with the Business Account Contract. This obligation shall continue to exist even after the end of the Business Account Contract. Disclosure of the confidential information to Authorised Users shall only be permitted if this is necessary for the performance of the contract. The confidentiality provisions in this clause shall not apply if the disclosure is required under applicable law or on the basis of an official or court order subject to the requirement that the disclosing party shall only disclose the minimum amount of confidential information as is required to comply with that law or official or court order.

9.2 The Business Account Holder undertakes to maintain appropriate security in respect of the Business Account and to monitor its Authorised Users’ use of the Business Account Services and it acknowledges that FREENOW shall not be responsible for monitoring whether Authorised Users’ use of the Business Account Services is in accordance with its agreement or policy.

10. Contract term and termination

10.1 After expiration of the agreed initial contract term specified in the order form, the Business Account Contract shall be automatically extended by the duration of the initial contract term, unless one of the parties terminates the Business Account Contract by written notice to the other party with a notice period of at least thirty (30) days prior to the expiration of the contract term or the respective extension period. In the event of termination, the Business Account Contract shall end upon the expiration of the original contract term or the renewal term, as the case may be.

10.2 The right to terminate without notice for good cause remains unaffected for each party. FREENOW may terminate the Business Account Contract in particular without notice for good cause and immediately deactivate the Business Account of the Business Account Holder, if the Business Account Holder commits a material breach of contract which continues despite a warning. A good cause also exists in the case of a sale or change of ownership or the business, legal or regulatory environment of the Business Account Holder, which significantly jeopardizes the economic viability of FREENOW's business model, in which case a notice period of one (1) month shall apply. A good cause also exists if the Business Account Holder’s credit rating is downgraded or there are concerns about its ability to pay the fees agreed under the order form.

10.3 FREENOW is also entitled to terminate the Business Account Contract without any reason on the provision of four (4) weeks notice.

10.4 Termination of the Business Account Contract, for whatever reason, shall not release the Business Account Holder from its outstanding payment obligations for the period until the effective date of the termination.

11. Maintenance and Development

11.1 To the greatest extent permitted by applicable law and except as expressly provided otherwise, the FREENOW Platform and Business Account Services are provided on an ‘as is’ and ‘as available’ basis without any warranty or conditions (whether provided expressly or by implication under statute, common law or otherwise).

11.2 FREENOW is entitled to further develop the functions, contents and the appearance of the Business Account Services according to the state of the art and within the framework of market practices, taking into account the interests of the Business Account Holders.

11.3 Without prejudice to clause 11.1, if technical malfunctions occur, which impair the use of the Business Account Services, FREENOW shall eliminate them immediately in accordance with its technical possibilities, as soon as FREENOW has become aware of them.

11.4 Without prejudice to clause 11.1, in the event of technical disruptions or if necessary, security or maintenance work is carried out, the use of the Business Account Services may be temporarily restricted or not possible. Maintenance work will take place at off-peak times if and to the extent possible. FREENOW will inform the user about planned security or maintenance work in advance and will perform them without culpable delay.

12. Assignment

12.1 The Business Account Holder shall not be entitled to assign or transfer its contractual rights and obligations under the Business Account Contract with FREENOW in connection with the Business Account, in whole or in part, to third parties.

12.2 Neither FREENOW nor the Relevant Providers are entitled to assign its/their claims against the Business Account Holder to third parties.

13. Final Provisions

13.1 The Business Account Contract as well as any agreements concluded thereunder on the provision of the Arranged Services are governed by Irish law, expressly excluding the Conflict of Law rules and the UN Convention on the International Sale of Goods (CISG). The Business Account GTC may be viewed at any time on the FREENOW Platform.

13.2 The exclusive place of performance and jurisdiction for disputes arising from and in connection with the Business Account Contract concluded between FREENOW and the Business Account Holder is the courts of Dublin.

13.3 If individual provisions of the Business Account Contract are invalid or unenforceable or if the Business Account Contract contains a loophole, the effectiveness of the remaining provisions shall not be affected. A provision coming as close as possible to the economic purpose of the provision shall be incorporated to replace the ineffective provision or fill in the loophole.

Effective from 01 December 2023

"Admin Panel"	An administrator panel which enables the Administrator to manage the Business Account Services, e.g., in relation to payment methods and the individuals registered as Authorized Users.
"Administrator"	The individual(s) who, by means of the FREENOW Platform with authorization from the Business Account Holder, exercise(s) administrative rights for the Business Account, such as, for example, implementing settings for the Business Account and the Authorized Users (such as their addition, removal and/or their authorizations).
"Arranged Services"	All services described in these Business Account GTC provided by our Service Partners.
"Authorized Users"	Employees or customers of the Business Account Holder, whom the Business Account Holder has authorized via the Administrator to book and receive Booking Services and other services covered by the scope of services of the Business Account.
"Booking"	A booking request confirmed by a Service Partner.
"Booking Services"	The offers and functions of the FREENOW Platform around the arranging, reservation and purchasing of services.
"Business Account"	The account on the FREENOW Platform offering access to the Business Account Services.
"Business Account Contract"	The contract concluded between FREENOW and the Business Account Holder on the provision and use of the respective Business Account Services and consisting of the order, the acceptance of the order and the Business Account GTC as well as the fee policy.
"Business Account Holder"	The business customer who enters into an agreement with FREENOW on the set-up and use of a Business Account.
"Business Account Services"	All services agreed between the Business Account Holder and FREENOW, which the Business Account Holder and its Authorized Users can access on the basis of the Business Account.
"FREENOW App"	The software application provided by FREENOW for passengers for the arranging, reservation and purchasing of services, as made available for download onto certain electronic portable devices through recognized stores, e.g., Apple Store and Google Play Stores.
"FREENOW Platform"	The FREENOW App, the website www.free-now.com and web-based applications based on it (e.g., Admin Panel) as the totality of the access options FREENOW is offering for the use of its services.
"Service Package"	The various services offered by FREENOW, for the provision of which the Business Account Contract is concluded.
"Service Partner"	The providers and suppliers of the Arranged Services made available via the FREENOW Platform.

1. General applications

1.1 These General Terms and Conditions for Business Accounts ("Business Account GTC") used by Free Now Ireland Limited, 7 – 12 Baggot Court, Dublin 2, D02 F891 ("FREENOW") shall govern the use of the Business Account Services made available via the FREENOW Platform and the contractual rights and obligations of FREENOW and the Business Account Holder in relation to the Business Account Contract.

1.4 Terms of contract and use conditions of the Business Account Holder shall not apply to the contractual relationship between FREENOW and the Business Account Holder, even if FREENOW does not expressly object to them.

1.5 FREENOW reserves the right to modify the terms and conditions of the Business Account GTC at its own discretion. In case of a material modification, FREENOW will inform the Business Account Holderof the changes to the Business Account GTC with a reasonable notice period which shall at least amount to four (4) weeks before the amended Business Account GTC come into force, it being provided that the Business Account Holder is free to terminate the Business Account Contract with a reference to the notified change within the aforementioned four-week period. Continued use of the FREENOW Platform after announcement of such changes and/or amendments shall constitute consent by the Business Account Holder to such changes. If FREENOW does not receive such a declaration of termination by the Business Account Holder with reference to the introduced changes, the announced changes of the Business Account GTC shall be deemed accepted by the Business Account Holder.

2. Scope of Business Account Services

2.1 The Business Account Holder may book any of the following Service Packages by the respective order or by registering via the FREENOW Platform:

● FREENOW for Business Travel (BASIC or PREMIUM);

● FREENOW for Employee Benefits;

● FREENOW for Client Travel.

The services covered by the respective Service Package are available at the following link: [www.free-now.com/ie/business/business-travel/].

2.2 The agreed Service Packages are indicated in the Business Account Contract.

2.3 The contractually agreed Business Account Services are exclusively available to the Business Account Holder and its Authorized Users during the contractual term. The group of possible Authorized Users depends on the agreed Service Package.

2.4 If the Arranged Services are provided in a country other than Ireland, e.g., because affiliated companies of the Business Account Holder or their employees or customers are entitled under the Business Account Contract to use Business Account Services, or because Authorized Users of the Business Account Holder use Arranged Services in another country, the respective local fee policy and any applicable special regulations shall apply. The applicable local fee policy and any applicable special regulations are available at the following link:

https://www.free-now.com/ie/gtc-privacy-policy-cookies/

2.5 To use the Business Account Services, the Authorized User must download the FREENOW App, install it on a compatible mobile device and register. This does not apply to services from the FREENOW for Client Travel Service Package, where the Authorized User can also use the services without the FREENOW App.

2.6 Insofar as it concerns Business Account Services within the scope of FREENOW for Business Travel, the Business Account Holder shall ensure that (a) its Authorized Users are employees or customers of the Business Account Holder's company and (b) its Authorized Users act exclusively in a professional function when using the Business Account. FREENOW is neither obligated nor technically able to determine whether a particular Arranged Service booked by an Authorized User is intended for professional or private purposes.

2.7 Where provided for in the order form, FREENOW may give the Business Account Holder the option to allow its Authorized Users to choose to have the Business Account Holder pay for them on invoice as payment method for the Booking of an Arranged Service via the FREENOW Platform ("Billing Allowed Ride").

2.8 The Business Account Holder hereby confirms that its Authorized Users are authorised to enter into contracts on its behalf (a) with FREENOW regarding Booking Services and (b) with the Service Partners regarding the Arranged Services in accordance with the applicable Passenger GTC and the fee policy and within the scope set in the Admin Panel by the Business Account Holder or its Administrator. By the activation of an Authorized User in the Admin Panel, the Administrator confirms that the Business Account Holder has authorized the Authorized User to use the activated Booking Services, to enter into contracts for the provision of the Arranged Services and to use the payment method activated by the Business Account Holder vis-à-vis FREENOW and vis-à-vis the Service Partner.

2.9 If the Business Account Holder notices that an Authorized User is no longer authorized, it will deactivate the Authorized User with the means made available to it (within the framework of the selected technical implementation). If FREENOW becomes aware that an Authorized User is no longer working for the Business Account Holder or is no longer authorized to use FREENOW's services via the Business Account of the Business Account Holder for any other reason, FREENOW reserves the right to block access and use of the FREENOW App by such Authorized User via the Business Account.

2.10 FREENOW also offer the option to create a MoBu Business Account by entering into a mobility budget contract with FREENOW (the "Mobility Budget Contract"). If the Business Account Holder enters into a Mobility Budget Contract, the MoBu Business Account will give the Business Account Holder the option to agree a budget per Authorized User (the "Mobility Budget"). This means that Authorized Users get a financial framework within which they may use Services via the Business Account for personal purposes. Transactions within the Mobility Contract, including any related contractual fees as a result of entering into the Mobility Budget contract, will be charged to the Business Account Holder.

2.11 In respect of a Mobility Budget Contract, if the Transactions are within the agreed Mobility Budget, only the Transactions actually incurred will be billed. If the Authorized User exceeds the granted Mobility Budget, the Business Account Holder or the Authorized User will have the possibility to pay for the excess via different payment methods which will be specified in the Mobility Budget Contract. If the Business Account Holder does not agree to pay the excess with the MoBu Business Account, the Authorized User is obliged to pay FREENOW directly for any Services used and any applicable fees. In such instances FREENOW will send the Authorized User a billing statement for the Transactions incurred which exceed the Mobility Budget.

2.12 The Business Account Holder acknowledges that any contract-related communication between FREENOW and the Business Account Holder shall be made to the e-mail address provided by the Business Account Holder for communication, unless otherwise notified by the Business Account Holder.

2.13 It is within FREENOW’s discretion to refuse to open a Business Account or provide Business Account Services (including a Monthly Budget) to any person based on legitimate business grounds. To the extent permitted by applicable law, FREENOW reserves the right to carry out credit checks on potential and actual Business Account Holders.

3. Incurring Fees

3.1 The following fees and charges may be incurred in connection with the Business Account Services and the Arranged Services:

∙ Fees of the Service Partners

The Service Partners will charge fees for the provision of the Arranged Services. For taxi rides, the fee is based on the locally applicable taxi tariff regulations and other provisions for taxi traffic. For other services, the fee is usually based on availability, route, duration and/or time. If there is no locally applicable taxi tariff regulation, the fee for the respective service is shown to the Authorized User before its Booking in the FREENOW Platform.

∙ Fees in connection with the Arranged Services

Furthermore, additional fees may be incurred in connection with the Arranged Services, such as cancellation fees and/or waiting time fees. This amount of these fees as well as the fees charged by FREENOW for the Arranged Services are regulated in the applicable fee policy.

∙ Package Fee

In addition to the aforementioned fees, the Business Account Holder is obligated to pay the fee specified in the Business Account Contract ("Package Fee"), if applicable. The Package Fee is the compensation for the provision of the Business Account Services by FREENOW.

Business Account holders with a PREMIUM contract are charged an annual fee of EUR 599 for the Business Account services.

∙ Any other fees set out in the fee policy

The Business Account Holder is also obligated to pay any fees set out in the fee policy where such fees are applicable.

3.2 FREENOW reserves the right to modify the fee policy at any time, including the fees provided for therein and introducing new fees, in which case it will provide the Business Account Holder with reasonable and appropriate notice of any such change prior to it taking effect. In the event that the Business Account Holder does not agree with any changes to the fee policy, it is entitled to terminate the Business Account Contract with a notice period of two (2) weeks before the new fee policy comes into effect. If the Business Account Holder makes use of this right of termination, FREENOW shall be obliged to reimburse the Business Account Holder for the pro rata fees for the current contract year, insofar as this fee has already been paid. If FREENOW does not receive a declaration of termination of the Business Account Contract making references to the changes introduced, the announced changes of the fee policy shall be deemed accepted by the Business Account Holder and FREENOW shall be entitled to demand the notified service charges from the Business Account Holder after expiry of the aforementioned two (2) week period.

3.3 If, after executing an order form, there are cost increases of 5% or more (which were not reasonably foreseeable at the time of executing the order form), and if FREENOW is not responsible for the increase, FREENOW is entitled at its reasonable discretion to pass on the higher costs through a corresponding proportional increase of the Package Fee. Within the scope of the increase in the Package Fee, costs incurred in connection with the Business Account Services, such as operating costs, costs for the development and maintenance of the FREENOW Platform, costs for customer support, energy costs, administrative costs, marketing expenses, rents, interest as well as taxes and other charges, insurance premiums and public charges may be taken into account. Increases in one type of cost will only be used to increase costs to the extent that they are not offset by any decreases in costs in other areas. FREENOW will prove the increase in the Package Fee to the Business Account Holder upon request. In case of an increase in the Package Fee of over 10% the Business Account Holder is entitled to terminate the contract. In this case, FREENOW is obligated to repay the Business Account Holder the proportionate Package Fee for the current contract year that was prepaid. If a cost reduction of the Package Fee results from the mentioned cost elements, FREENOW will pass on the cost reduction to the Business Account Holder under the same conditions as cost increases.

3.4 All fees stated are exclusive of statutory value-added tax. The value-added tax payable on the invoiced amounts will be shown in the statements.

3.5 After successfully creating a Business Account, FREENOW allow the Business Account Holder to enable the "Multicard" option on the dashboard. Authorised Users can add a payment card (according to whichever payment cards FREENOW may accept) as payment method within the FREENOW Platform and associate that card to the Business Account. This payment method is not available for MoBu Business Accounts.

3.6 There is no cost arising to the Business Account Holder from the option for a payment method defined by the Authorized User themselves. However, if the payment method defined by the Authorized User as Multicard ceases to be valid or cannot be charged, all charges and costs shall be billed to the Business Account Holder, which the Business Account Holder unconditionally accepts and confirms their responsibility for paying.

3.7 Additional terms and conditions (“Specific Terms and Conditions”) may apply to any offer or promotion provided by FREENOW.

4. Accounting

4.1 Unless otherwise stipulated for taxi companies as provided for herein, the Service Partner assigns its claims against the Business Account Holder arising from the contracts between the Business Account Holder and the Service Partner ("Assigned Claims"). For taxi companies, an assignment shall only take place in the case of Pay-By-App journeys.

4.2 If an assignment has taken place, FREENOW asserts this amount in its own name and on its own account against the Business Account Holder.

4.3 FREENOW issues an invoice to the Business Account Holder in the case of Billing Allowed Rides at the end of a calendar month (or as otherwise agreed) for the Assigned Claims for Arranged Services provided in the calendar month, and for the incurred fees specified in the fee policy. The amount stated in the invoice is due within fourteen (14) days from the invoice date.

4.4 If the payment is made by corporate credit card, the accrued amount is due upon completion of the trip. In this case FREENOW will provide the Business Account Holder upon request with a statement, i.e., a subsequent overview of the Assigned Claims and the fees specified in the fee policy and that incurred, at FREENOW's choice by email or on the FREENOW Platform.

5. Payment

5.1 Unless otherwise agreed in the accepted order or in the Business Account GTC, the Package Fee, if applicable, shall be paid annually in advance.

5.2 If the Business Account Holder is in default of any payments owed to FREENOW, FREENOW may: (i) send a warning to the Business Account Holder. If the Business Account Holder does not settle the claims within the period specified in the warning, FREENOW is entitled to suspend the provision of Business Account Services to the Business Account Holder and its Authorized Users with immediate effect until the respective outstanding amount has been paid in full; and (ii) charge interest at a rate of 8% above the Euribor 12-month reference rate. In addition, FREENOW may charge a fixed compensation equal to forty (40) euros (or such higher amount where this is incurred) to cover the recovery costs and the parties acknowledge that such is a genuine estimate of the loss incurred by FREENOW due to late payment

In circumstances where a Business Account Holder’s credit rating is downgraded, FREENOW shall also be entitled to suspend the provision of Business Account Services.

5.3 The Business Account Holder shall not be entitled to make partial payments, nor is it authorized to refuse payment of the amount due without legal grounds or to offset this amount against an own claim, except it is undisputed or established as final and absolute by a court of law.

5.4 Fees or costs (e.g., costs of a return debit note) incurred by FREENOW due to insufficient funds in the Business Account Holder's bank account shall be borne by the Business Account Holder.

6. Liability

6.1 In respect of the Arranged Services, FREENOW commits itself only to facilitate accessing the Arranged Services and it is not a provider of such and any contract for the provision of the Arranged Services is between the Service Partner and the Business Account Holder. FREENOW is not liable for the Arranged Services themselves or for any damages or losses arising from any transaction between the Business Account Holder, Authorized Users and the Service Partner. FREENOW assumes no responsibility for the accuracy and completeness of information transmitted to FREENOW by the Business Account Holder or its Authorized Users in connection with the Business Account Services and such information is provided on an “as is” and “as available” basis.

6.2 FREENOW shall not be liable for expenses and damages incurred by the Business Account Holder through the use of the Business Account Services by its Authorized Users contrary to any agreements or policies that the Business Account Holder has with its Authorized Users. This does not apply if the Administrator has set appropriate restrictions on the authorization of the Authorized User via the FREENOW Platform in advance.

6.3 Nothing in the Business Account Contract excluded or limits FREENOW’s liability for death or personal injury arising from its negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by applicable law. In no event shall FREENOW’s total liability to the Business Account Holder or any other person arising under or in connection with the Business Account Contract, whether in contract, tort (including negligence and misrepresentation), breach of statutory duty or otherwise exceed €200 and in no circumstances shall it be liable for: (i) any loss or liability for which it has expressly excluded its liability for under the Business Account Contract: (ii) anticipated savings; (iii) business losses including loss of profits or revenue, loss of contracts or loss of business opportunities, depletion of goodwill or reputation; (iv) loss of data or property damage (including damage to hardware or software); (v) inability to use the Business Account Services or FREENOW Platform; (vi) any delay or interruption to the FREENOW Platform or the Business Account Services or unavailability of such; (vii) conduct of third parties including Service Partners; and (viii) any special, incidental, indirect or consequential damages.

6.5 If and to the extend a third-party claims damage from FREENOW incurred by the third party as a result of the conduct of the Business Account Holder or any of its Authorized Users, the Business Account Holder shall indemnify FREENOW against any liability towards the third party as well as against the costs for an appropriate legal defense. The Business Account Holder is obliged, if third parties assert any claims against FREENOW on ground of the Business Account Holder or an Authorized User's infringement of rights, to immediately provide FREENOW with all relevant information to the extent that this is required for reviewing and defending against the claims of the third party. The Business Account Holder is obliged to contractually oblige its Authorized Users to provide it with the corresponding information.

6.6 FREENOW assumes no liability for cashless payments towards Service Partners. The Business Account Holder must approach the payment service provider itself If the payment process is disrupted. FREENOW also assumes no liability for procuring insurance for personal belongings that may be left in a vehicle.

6.7 The Business Account Holder undertakes to take all reasonable security measures to protect its access data or other individual identifiers from unauthorized access by third parties.

6.8 If the Business Account Holder culpably violates its obligation to take due care in safeguarding and protecting its username, password or other personal identification features from unauthorized third-party access and if FREENOW incurs a loss as a result of this violation of duty of care, FREENOW explicitly reserves the right to assert damages against the Business Account Holder and the Business Account Holder shall indemnify FREENOW for all damages and other losses that are incurred by the Business Account Holder.

7. Compliance

8. Data Protection

8.1 FREENOW will process personal data provided by or obtained from the Business Account Holder or directly from Authorized Users to provide the stipulated services, for billing purposes and to analyze, enhance and improve its services. FREENOW shall process such data in its capacity as a data controller in accordance with EU General Data Protection Regulation.

8.2 In accordance with applicable data protection law, FREENOW and the Business Account Holder acknowledge that they each act as independent data controllers when processing the personal data relating to Authorized Users for their own respective purposes. Therefore, they shall be separately responsible for the processing they carry out for their own purposes. Both FREENOW and the Business Account Holder each undertake to comply with applicable data protection laws, which include the EU General Data Protection Regulation and further local data protection regulations, and to process personal data only for legitimate business purposes and to retain such personal data only for the time as necessary for such purposes.

8.3 Authorized Users are subject to FREENOW's Privacy Policy Passenger (https://www.free-now.com/ie/website-privacy-policy/), which applies to all users of the FREENOW App.

8.4 FREENOW processes the personal data of the Authorized Users (including the Administrators of the Business Account Holder) indicated by the Business Account Holder through the Admin Panel to authenticate the Business Account Holder, associate the Business Account with the invoice address and associate Authorized Users with the Business Account Holder.

8.5 The Business Account Holder consents to FREENOW contacting Authorized Users directly on the basis of the data transmitted by the Business Account Holder in order to invite them, among other things, to register in the FREENOW App and to associate the Business Account of the Business Account Holder with the account of the Authorized User.

8.6 The Business Account Holder shall ensure that the processing of the personal data of the Authorized Users and the transmission thereof to FREENOW is lawful and undertakes to inform the Authorized Users and Administrators of its Business Account that their personal data will be made available to FREENOW for the purpose of setting up the FREENOW Business Account and for the processing and execution of payments. The Business Account Holder must also indicate that FREENOW transmits personal data of the Authorized Users to the Business Account Holder for billing purposes, e.g., information on the booked Mediated Services.

8.8 FREENOW is entitled to use external service providers for the processing of payments and for the preparation of invoices and to provide them, to the extent necessary for these purposes, with data and information (e.g., contract data and usage data) of the Business Account Holder and its Authorized Users. Insofar as personal data is involved, the transfer of such data to external service providers requires that the transfer is lawful.

9. Confidentiality and Security

9.1 The parties undertake to keep secret all confidential information of which they become aware in connection with the Business Account Contract. This obligation shall continue to exist even after the end of the Business Account Contract. Disclosure of the confidential information to Authorized Users shall only be permitted if this is necessary for the performance of the contract. The confidentiality provisions in this clause shall not apply if the disclosure is required under applicable law or on the basis of an official or court order subject to the requirement that the disclosing party shall only disclose the minimum amount of confidential information as is required to comply with that law or official or court order.

9.2 The Business Account Holder undertakes to maintain appropriate security in respect of the Business Account and to monitor its Authorized Users’ use of the Business Account Services and it acknowledges that FREENOW shall not be responsible for monitoring whether Authorized Users’ use of the Business Account Services is in accordance with its agreement or policy.

10. Contract term and termination

10.3 FREENOW is also entitled to terminate the Business Account Contract without any reason on the provision of four (4) weeks notice.

11. Maintenance and Development

11.4 Without prejudice to clause 11.1, in the event of technical disruptions or if necessary security or maintenance work is carried out, the use of the Business Account Services may be temporarily restricted or not possible. Maintenance work will take place at off-peak times if and to the extent possible. FREENOW will inform the user about planned security or maintenance work in advance and will perform them without culpable delay.

12. Assignment

12.2 FREENOW is entitled to assign its claims against the Business Account Holder to third parties.

13. Final Provisions

13.1 The German version of these Business Account GTC shall prevail. The English version is a non-binding translation of the binding German version. The Business Account Contract as well as any agreements concluded thereunder on the provision of the Arranged Services are governed by Irish law, expressly excluding the Conflict of Law rules and the UN Convention on the International Sale of Goods (CISG). The Business Account GTC may be viewed at any time on the FREENOW Platform.

Terms and Conditions for Business Accounts

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