Effective from 04 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 Authorised Users.
"Administrator" the individual(s) who are authorised by the Business Account Holder, to exercise(s) administrative rights for the Business Account via the FREENOW Platform, such as, for example, managing settings for the Business Account and the Authorised Users (such as their addition, removal and/or their authorisations).
"Authorised Users" individuals authorised by the Business Account Holder 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 FREENOW, the Taxi Driver or the Mobility Partner as the case may be.
"Booking Services" the services and functions of the FREENOW Platform around the arranging, reservation and purchasing of Services.
"Business Account" the account on the FREENOW Platform that provides 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 Accepted Order, the Business Account GTC and 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 GTC” these terms and conditions for Business Accounts, as updated and in force from time to time and available on the FREENOW Platform.
"Business Account Services" all services agreed between the Business Account Holder and FREENOW, which the Business Account Holder and its Authorised Users can access on the basis of the Business Account.
“Fee Policy” the policy setting out the fees that may apply to the use of the Services as available here.
"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, Webbooker) as the totality of the access options FREENOW is offering for the use of its services.
"MoBu Business Account" the Business Account Holder's access to the Mobility Budget product, if applicable.
"Mobility Partner" third party providers of Mobility Services.
“Mobility Services” any mobility services offered by Mobility Partners, such as e-scooters and related rental services, available from the FREENOW Platform.
“Passenger GTC” FREENOW’s General Terms and Conditions for the use of the FREENOW Platform and services applicable to Authorised Users and available here [www.free-now.com/uk/passenger-gtc/].
"PHV Driver" a driver of a Private Hire Vehicle (PHV) including drivers of licensed vehicles such as minicabs, executive cars, limousines and chauffeur services.
"PHV Trips" trips bought in by FREENOW, which FREENOW resells to the Authorised User. The Authorised User contracts with FREENOW, and transportation of the User is carried out by a PHV Driver.
"Services" all services described in these Business Account GTC including Trips and Mobility Services.
"Service Package" the various service packages offered by FREENOW, for the provision of which the Business Account Contract is concluded.
"Taxi Driver" a driver of taxis, including taxis referred to in legislation, regulation and common language, as "hackney carriages", "black cabs", and "cabs".
“Taxi Trips” trips provided by Taxi Drivers.
“Trips” the trips provided by a Taxi Driver to Authorised User, or in the case of a PHV Driver, provided by the PHV Driver to FREENOW and provided by FREENOW to the Authorised User.
1.General application
1.1.These Business Account GTC by Transopco UK Ltd, trading as FREENOW, registered in England and Wales with company number 11435887 and registered office at Harling House, Great Suffolk Street, London SE1 0BS, and registered VAT number 314 6835 03 ("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. Use of the Business Account Services requires a Business Account. FREENOW at its sole discretion shall determine whether a prospective Business Account Holder may be provided with a Business Account. The Business Account Contract will be concluded by the (i) Business Account Holder 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, 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 via the FREENOW Platform or email to the Business Account Holder.
1.3 By entering into the Business Account Contract, the Business Account Holder is obliged to comply with the terms and conditions contained in this Business Account GTC. If and to the extent that this Business Account GTC and the provisions of the order as accepted by FREENOW in accordance with section 1.2 above (“Accepted Order”) contradict each other, the provisions of the Accepted Order shall prevail.
1.4 Any terms and 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. FREENOW and the Business Account Holder each acknowledge that the Business Account Contract constitutes the entire agreement between them. FREENOW and the Business Account Holder each acknowledge that in entering into this Business Account Contract they do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Business Account Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Business Account Contract.
1.5 The Business Account Holder confirms and agrees that in addition to the Business Account GTC, the provisions of the Passenger GTC (as amended by FREENOW from time to time) shall apply to any Authorised User’s use of the FREENOW Platform and any Business Account Services obtained through it.
1.6 Subject to section 3.2, FREENOW is entitled to change the Business Account GTC at its own discretion. If the Business Account Holder does not agree to such changes, then they may terminate by giving at least 3 months’ written notice.
1.7 FREENOW reserves the right to carry out certain due diligence checks (which shall include credit checks), whether directly or indirectly through a third party service provider, upon vetting an application for a Business Account. By applying for a Business Account, the Business Account Holder consents to any such checks.
2.Scope of Business Account Services
2.1 The Business Account Holder may book any of the following Service Packages by submitting an order or by registering via the FREENOW Platform:
- FREENOW for Business Travel (BASIC, PREMIUM);
- FREENOW for Employee Benefits (BASIC, PREMIUM);
- FREENOW for Client Travel.
The services covered by the respective Service Packages are available at the following link: www.free-now.com/uk/business/business-travel/.
2.2 Within the Employee Benefits Service Package, FREENOW offers the option to create a MoBu Business Account by entering into a mobility budget contract with FREENOW (the "Mobility Budget Contract").
2.3 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 Authorised User (the "Mobility Budget"). This means that the Authorised Users get a financial framework within which they may use Passenger Services via the Business Account for personal purposes.
2.4 The agreed Service Packages are indicated in the Accepted Order.
2.5 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.
2.6 If the Services are provided in a location other than the United Kingdom, 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 Services in another location, the respective local fee policy and any applicable special regulations shall apply. The applicable local fee policy and any applicable special regulations are available here.
2.7 To use the Business Account Services, the Authorised User must download the FREENOW App, install it on a compatible mobile device and register an account. This does not apply to services from FREENOW for the Client Travel Service Package, where the Authorised User can also use the services without the FREENOW App.
2.8 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 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 Service booked by an Authorised User is intended for professional or private purposes.
2.9 The Business Account Holder hereby confirms that its Authorised Users are authorised to enter into contract on its behalf (a) with FREENOW regarding Booking Services and PHV Trips and (b) with the Taxi Drivers and Mobility Partners regarding the Services carried out by the Taxi Drivers and Mobility Partners respectively, 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 Authorised User in the Admin Panel, the Administrator confirms that the Business Account Holder has authorised the Authorised User to use the Booking Services, to enter into contracts for the provision of the Services and to use the payment method activated by the Business Account Holder vis-à-vis FREENOW, the Taxi Driver or the Mobility Partner as the case may be.
2.10 If the Business Account Holder notices that an Authorised User is no longer authorised, it will deactivate the Authorised User's access to the Business Account . 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 the Authorised User's access and use of the FREENOW App via the Business Account.
2.11 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.
3. Incurring Fees
3.1 The following fees and charges may be incurred by the Business Account Holder in connection with the Services:
Fares and fees
Fares and fees apply to the provision of the Trips and Mobility Services. These are as set out in the Passenger GTC or otherwise notified to the Business Account Holder by FREENOW or a Mobility Partner as the case may be. Furthermore, additional fees may be incurred in connection with the Services, such as cancellation fees and/or waiting time fees, as well as any fees for the Booking Services. The amount of these fees is set out in the Fee Policy.
Package Fee
In addition, the Business Account Holder is obligated to pay the fees for the applicable Service Package(s) as specified in the order ("Package Fee"), if applicable to the provision of the Business Account Services by FREENOW.
Business Account holders with a PREMIUM contract are charged an annual fee of GBP 599 for the Business Account services.
3.2. The introduction or change of service fees or any other fees, and/or applicable VAT rate, shall be preceded by a notice period of at least 1 month in advance and the Business Account Holder shall be notified (in writing, by email, in-app message or other form of usual electronic notification). The Business Account Holder may terminate the Business Account Contract upon the receipt of the notice regarding additional charges or changes in the service fees, with 1 month’s prior notice, by notifying FREENOW in writing (such notice must state that termination is due to the introduction of charges). If the Business Account Holder does not give FREENOW notice of the termination of the Business Account Contract within 1 month of being notified of such fee changes, FREENOW shall have the right to demand the service fees/charges communicated to the Business Account Holder. Should the Business Account Holder terminate the Business Account Contract, they shall lose access to the Business Account, without prejudice to the amounts that they are still required to pay to FREENOW for the Passenger Services performed and which remain unpaid.
3.3 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.
4. Accounting
4.1 Whenever the Business Account Holder or an Authorised User chooses to obtain Services and pay any sums due by selecting Business via Pay-by-App in respect of Taxi Trips, the Driver will assign their payment claim against the Business Account Holder to FREENOW, under a contract between FREENOW and the Driver. By accepting these Business Account GTC, the Business Account Holder confirms their agreement to such future contractual assignment of any payment claims. Once FREENOW has received payment for any particular Service, this payment will settle the claim for the Service in relation to Taxi Trips, such claim having been assigned to FREENOW by the Driver.
4.2 Whenever the Business Account Holder or an Authorised User chooses to obtain Services and pay any sums due by selecting Business via Pay-by-App in respect of PHV Trips, FREENOW will buy in the trip of the PHV and sell it to the Business Account Holder directly. FREENOW are selling on the PHV Trips as a principal and will supply them, for VAT purposes, under the Tour Operators Margin Scheme. Therefore, FREENOW is unable to provide the Business Account Holder with a VAT invoice for a PHV Trip. Once FREENOW have received payment for any particular Service, this payment will settle the claim for the Service in relation to PHV Trips.
4.3 Mobility Partners assign to FREENOW their claims against the Business Account Holder arising from the contracts between the Business Account Holder and the Mobility Partner. By accepting these Business Account GTC, the Business Account Holder confirms their agreement to such future contractual assignment of claims.
4.4 Collectively, the claims set out in sections 4.1 to 4.3 constitute the "Assigned Claims".
4.5 If an assignment has taken place, FREENOW asserts any amount arising from the Assigned Claim in its own name and on its own account against the Business Account Holder.
4.6 If agreed in the Accepted Order, FREENOW may give the Business Account Holder the option to pay for Services on a monthly basis ("Billing Allowed Trips"). FREENOW issues an invoice to the Business Account Holder in the case of such Billing Allowed Trips at the end of a calendar month for the Assigned Claims for 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.
4.7 If the payment is made by payment card, the accrued amount is due upon completion of the Trip. In this case, FREENOW will, upon request, provide the Business Account Holder with a statement (i.e., an overview of the Assigned Claims and fees specified in the Fee Policy that have been incurred) at FREENOW's choice by email or on the FREENOW Platform.
4.8 The Business Account Holder may enable the "Multicard" option in the FREENOW Platform. This allows Authorised Users to 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. Subject to section 4.9 and 4.10, there is no cost arising to the Business Account Holder from the Multicard payment method added by the Authorised User themselves.
4.9 If the Authorised User fails to pay for any Passenger Services used under the Business Account, or if any payment methods registered and/or used by the Business Account Holder and/or Authorised User (including but not limited to the Multicard payment method added by the Authorised User) cease 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.
4.10 The Business Account Holder undertakes to provide valid card details to FREENOW, and to ensure that any card details provided by its Authorised Users are valid. Should any costs or expenses arise as a result of the use of the payment method added to the Business Account by the Authorised Users (including but not limited to as a result of incorrect or invalid details being provided) the Business Account Holder undertakes to pay all costs and expenses incurred.
4.11 Trips within the Mobility Budget, including any related contractual fees as a result of entering into the Mobility Budget Contract, will be charged to the Business Account Holder.
4.12 If the Trips used stay below the agreed Mobility Budget, only the Trips actually used will be billed. If the Authorised User exceeds the granted Mobility Budget, the Business Account Holder or the Authorised User will have the possibility to pay 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 Authorised User is obliged to pay FREENOW directly for any Trips used and any applicable fees. In such instances FREENOW will send the Authorised User a billing statement for the used Trips and Mobility Services.
4.13 Fees and fares are as set out in the App, unless the Administrator books individual Trips directly from the Admin Panel via the Webbooker feature.
5. Payment
5.1 Unless otherwise agreed in the Accepted Order, the Package Fee, if applicable, shall be paid annually in advance.
5.2 If the Business Account Holder and/or an Authorised User fails to make any payments on time (in accordance with sections 4.6 and 4.7), FREENOW 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 amounts have been paid in full. This may affect any credit facilities offered by FREENOW (which FREENOW may amend from time to time with prior written notice to be sent by email) following any review that it may carry out in respect of such credit facilities.
5.3 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.
5.4 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.
5.5 If for any reason the Business Account Holder and/or Authorised User does not make any payment that is due to FREENOW by the due date, FREENOW may charge interest to the Business Account Holder and/or Authorised User on the overdue amount at the rate of 4% a year above the base lending rate of Barclays Bank PLC from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgement. Interest must be paid together with any overdue amount
6. Liability
6.1 FREENOW is responsible only for the arrangement of Services provided by Taxi Drivers and Mobility Partners and is not liable for the Services themselves. The Business Account Holder has no claim against FREENOW with respect to the Services provided by Taxi Drivers and Mobility Partners.
6.2 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.
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 or Services by its Authorised Users contrary to the internal arrangements between the Business Account Holder and its Authorised Users. This does not apply if the Administrator has set appropriate restrictions on the authorisation of the Authorised User via the FREENOW Platform in advance.
6.4 Subject to section 6.4, FREENOW's total liability to the Business Account Holder shall be limited to 125% of all sums paid (and/or payable) by the Business Account Holder and/or the Authorised User to FREENOW for the Services in relation to which the act or omission resulting in a claim occurred.
6.5 FREENOW does not exclude or limit in any way FREENOW's liability where it would be unlawful to do so. This includes its liability for: (i) death and/or personal injury caused by its negligence or the negligence of its employees, agents or subcontractors; and (ii) fraud or fraudulent misrepresentation.
6.6 The Business Account Holder is obligated to secure the data it saves via the FREENOW Platform or the Admin Panel. FREENOW will not be liable for any loss of the Business Account Holder's data saved on the FREENOW Platform, unless the loss of this data is due to FREENOW’s negligence.
6.7 If and to the extent 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 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 defense. The Business Account Holder is obliged, if third parties assert any claims against FREENOW on grounds 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.
6.8 FREENOW assumes no liability for cashless payments. The Business Account Holder must approach the payment service provider itself if the payment process is disrupted. FREENOW is not responsible for any charges or costs incurred by the Business Account Holder or an Authorised User in the event that there are insufficient funds in any bank account linked to a chosen method of payment.
6.9 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.
6.10 If the Business Account Holder 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, FREENOW reserves the right to claim damages from the Business Account Holder for losses incurred prior to FREENOW receiving notice of any loss, theft or misuse of the same from the Business Account Holder.
6.11 Subject to section 6.5, and in addition to the exclusions and limitations of its liability provided elsewhere in these Business Account GTC, FREENOW shall have no liability to the Business Account Holder in any way (under contract, tort, misrepresentation, breach of statutory duty, restitution or otherwise) for any of the following:
(i) any use by the Business Account Holder / Authorised Users of the Mobility Services. This is because FREENOW is an introducer / intermediary only in respect of Mobility Partners and the Mobility Services offered. FREENOW is not liable for the acts and/or omissions of any Mobility Partners;
(ii) any Taxi Trips that the Business Account Holder / Authorised Users may make. This is because FREENOW is an introducer / intermediary only in respect of Taxi Drivers and the Taxi Trips taken with them. FREENOW are not liable for the acts and/or omissions of any Taxi Drivers;
(iii) any booking request that has not been accepted and/or any Booking that does not complete for any reason;
(iv) any loss, damage, costs, expenses or liability suffered by anyone other than the Authorised User in connection with any use of the FREENOW Platform in respect of that particular Authorised User's account;
(v) any losses that could not reasonably be expected to result from FREENOW's negligence or breach of these Business Account GTC;
(vi) any loss of profit, loss of revenue, loss of business, loss of employment, business interruption, or loss of business opportunity to the Business Account Holder or any other person (whether or not such loss could be reasonably expected to arise as a result of FREENOW's negligence or breach of these Business Account GTC);
(vii) any other loss, damage, costs, expenses or liability that the Business Account Holder and/or the Authorised Users suffer in connection with the Services, save to the extent that FREENOW fail to perform its obligations with reasonable care and skill; or
(viii) any indirect or consequential loss, including of the type set out at (i) to (vii).
6.12 Other than as expressly stated (including as set out in the Passenger Terms), FREENOW is not responsible for loss or damage the Business Account Holder / any Authorised Users suffer that arises out of or in connection with the Business Account Services and/or use of the FREENOW Platform.
7. Compliance
7.1 The Business Account Holder undertakes to refrain from and prevent 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 offences by it, its employees or other third parties. In case of any violation of the above nature, FREENOW shall be entitled to terminate the contract without notice 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.
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 Services, for billing purposes and to analyze, enhance and improve its services. FREENOW shall process such data in its capacity as a data controller, as defined at Art. 4 (7) UK 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 UK 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 necessary for such purposes.
8.3 Authorised Users are subject to FREENOW's Privacy Policy (www.free-now.com/uk/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 agrees to FREENOW contacting Authorised Users directly 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 personal data and sharing of such data with FREENOW is lawful and undertakes to inform the Authorised Users and Administrators 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 shares personal data of the Authorised Users with the Business Account Holder for billing purposes, e.g., information on the booked Services.
8.7 Before providing personal data to FREENOW, the Business Account Holder shall obtain all necessary authorisations 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 is 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.
9. Confidentiality
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 contract. Disclosure of the confidential information that has become known to Authorised Users shall only be permitted if this is necessary for the performance of the contract. This shall not apply if the disclosure of the confidential information is required under applicable law or on the basis of an official or court order.
10. Contract term and termination
10.1 After expiration of the agreed contract term, the Business Account Contract shall be automatically extended by the duration of the original 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 FREENOW may terminate the Business Account Contract immediately at any given time, without notice 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. If there is a sale or change of ownership or the business, legal or regulatory environment of the Business Account Holder, the Business Account Contract may be terminated by FREENOW by giving one (1) month's notice.
10.3 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. Upon termination, any sums owed by the Business Account Holder will (if not already) become due and payable.
10.4 FREENOW reserves the right to terminate the Business Account Contract and deactivate the Business Account Holder's Business Account immediately at any given time and in particular, in any of the following events:
(i) The Business Account Holder does not provide information that is necessary for FREENOW to open the Business Account or provide the Services;
(ii) any Authorised User breaches the terms of our agreement with users of the FREENOW Platform;
(iii) the Business Account Holder does not make any payment when it is due (either to FREENOW, a Taxi Driver or a Mobility Partner as the case may be) and still does not make payment within 14 days of FREENOW reminding the Business Account Holder that payment is due;
(iv) the Business Account Holder has not logged-in to the Business Account for a period of 6 months or longer;
(v) the Business Account Holder and/or any Authorised User materially breach the provisions of this Business Account GTC or any other legal obligations;
(vi) the Business Account Holder's credit rating is downgraded or is likely to be downgraded, or equally, the Business Account Holder suffers or is likely to suffer an insolvency event;
(vii) FREENOW have the belief that such termination and deactivation is necessary to protect FREENOW's safety, and/or the safety of any other users of the FREENOW Platform, Taxi Drivers, PHV Drivers and/or any other third parties, provided that in any of the previous events, the Business Account Holder is given prior notice of the actual or potential deactivation and an opportunity to correct the failure within 5 days, to FREENOW's satisfaction.
11. Maintenance and Development
11.1 FREENOW is entitled to further develop the functions, contents and the appearance of the FREENOW Platform and/or the Business Account Services according to the state of the art and within the framework of market practices, including to improve performance, enhance functionality, reflect changes to operating systems and/or address security issues. FREENOW reserves the right to carry out such modifications at any time.
11.2 If technical malfunctions occur, which impair the use of the Business Account Services, FREENOW shall eliminate them as soon as is reasonably possible after FREENOW has become aware of them.
11.3 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. Planned security or maintenance work will take place at off-peak times if and to the extent possible. FREENOW will seek to inform the Business Account Holder through the FREENOW Platform before any Business Account Services are suspended, but at times may not have the opportunity to do so.
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 FREENOW is entitled to assign its claims against the Business Account Holder to third parties.
13. Final Provisions
13.1 FREENOW is not responsible for events outside of its control. If the provision of the FREE NOW Platform and/or Services is delayed by an event outside of FREENOW’s control then FREENOW will contact the Business Account Holder as soon as possible to let the Business Account Holder know and will take steps to minimise the effect of the delay. Provided FREENOW does this, FREENOW will not be liable for delays caused by the event but if there is a risk of substantial delay the Business Account Holder may contact FREENOW to end its rights to use the Business Account Services and Business Account.
13.2 The Business Account Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England, expressly excluding the Conflict of Law rules and the UN Convention on the International Sale of Goods (CISG).
13.3 Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual claims) arising from or in connection with the Business Account Contract or its subject matter or formation.
13.4 If any provision or part-provision of the Business Account Contract is or becomes invalid or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Business Account Contract.. If any provision or part-provision of the Business Account Contract is deemed deleted, the parties shall negotiate in good faith to agree a replacement provision, that to the greatest extent possible, achieves the intended commercial result of the original provision. 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.
13.5 Except as expressly set out in the Business Account Contract, the Business Account Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Business Account Contract. The right for the Business Account Holder to use the Business Account and Business Account Services is between the Business Account Holder and FREENOW.
13.6 A waiver of any right or remedy is only effective if given in writing, and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure by FREENOW to exercise any right or remedy, or the single or partial exercise of any right or remedy shall not waive that other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
13.7 Any provision of the Business Account Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Business Account Contract shall remain in full force and effect.
