THESE TERMS, incorporating the Service Description below, the attached terms and conditions and Annexes, are entered into between American Limousine LLC a New Jersey limited liability company which has its principal place of business at 90 McKee Drive, Mahwah, New Jersey, 07430 ("Addison Lee") and the person or entity that makes a Booking for Services ("Customer").
Global subject to clause 3.11.Please click https://us.addisonlee.com/services/ for a list of locations where the Addison Lee Group currently provides Services
90 McKee Drive, Mahwah, New Jersey, 07430With a copy to the Legal Department: The Point, 37 North Wharf Road London W2 1AF, UK
Addison Lee and/or an Addison Lee Group Member shall provide or shall procure that the following passenger services are provided:
each of which may involve the use of Fulfilment Partners.
Each in accordance with the applicable KPIsPassenger services means the transportation of Passengers (together with any applicable luggage,) by a Passenger Vehicle from the Collection Address to the Destination Address and shall include Network Services and Platform Services.
each of which shall be payable per Booking as applicable.
Bookings can be cancelled via the Communication Channels in accordance with the cancellation policy set out in Annex 3.
Please refer to Annex 3 for details of the Cancelation Fee payable per Booking.Addison Lee, or a person acting on behalf of Addison Lee, reserves the right to cancel a Booking, without compensation to the Customer, in the event of a no show by the Customer provided that Addison Lee shall first have attempted to contact the Customer, and/or if there is a Force Majeure Event. In such circumstances 100% of the quoted journey cost shall be payable by the Customer.
The Customer may elect to set up a Credit Account or a Transaction Account.
All Accounts are subject to status and completion of pre-authorisation checks which include a search of credit reference agencies.
Addison Lee may, at any time, set a credit limit on an Account and shall not be obliged to perform Bookings once that limit has been reached. Addison Lee will notify the Customer in writing if a credit limit has been applied to the Customer’s Account.
Where the Customer has selected a Credit Account the Customer may settle such account using ACH, credit, debit or purchase card or check.
If the Customer selects a Credit Account, Addison Lee shall provide a weekly or monthly invoice or an invoice at the end of each event (in the case of roadshow work) (as agreed with the Customer) in relation to all Charges and Additional Charges incurred within that period.
The Customer shall pay each invoice to Addison Lee within 15 days of the date of the invoice unless otherwise agreed in writing with Addison Lee.
Where the Customer has selected a Transaction Account, the Customer must settle such account by credit or debit card after each job is completed.Addison Lee shall provide an invoice setting out the Charges and any Additional Charges payable in respect of each Booking after completion of such Booking.
Subject to clauses 9.1 and 9.2 of the Conditions, Addison Lee's and each Addison Lee Group Member’s total liability to the Customer, arising out of or relating to these Terms and/or any Contract or its subject matter and to anything which it has done or not done in connection with the same (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise) shall be limited as follows:
Addison Lee or another Addison Lee Group Member shall provide the Business Customer, where agreed, with access to the Portal and with the following information and reports:
The following definitions and rules of interpretation apply in these terms and conditions.
Account: means an account which has been opened by Addison Lee or a Group Member and which is identified by way of a confidential security number (the "Customer Account Number") allocated to the Customer by Addison Lee or a Group Member.
Additional Charges: means those charges payable by the Customer in relation to the Services as set out in the Service Description or as may be agreed between the parties from time to time.
Additional Waiting Time: shall be as defined in clause 3.8.
Airport Inclusive Waiting Time: shall have the meaning as set out in clause 3.7.
AL System: means the information technology facilities or services (including equipment, software and related documentation) owned or licensed by Addison Lee and/or an Addison Lee Group Member and used in the provision of the Services as varied, updated and renewed from time to time, which may include the App.
Annex: means the schedules attached at the end of these Terms.
App: means the Addison Lee mobile application or any mobile application operated by a Group Member or a third party distribution channel, through which Bookings can be made.
Applicable Law: means all statutes, statutory instruments, regulations, regulatory requirements, by-laws, ordinances, subordinate legislation and any other laws which apply in any relevant jurisdiction from time to time.
ASAP Booking: means a Booking for Passenger Services for the next available Driver, Chauffeur or Fulfilment Partner (as applicable).
Authorised Users: means all permitted users of the Services as authorised by the Customer.
Booking: means the Customer's order for Services as communicated to Addison Lee or a Group Member via the Communication Channels, and made using the Customer Account Number and which may be an ASAP Booking or Pre-Booked.
Business Customer: means a Customer that is a business entity and is not an individual or natural person.
Business Day: means a day other than a Saturday, Sunday or public holiday in the United States of America, when banks in New York are open for business and Business Hours shall be construed as 8.00am to 6.00pm on a Business Day.
Cancellation Fee: means the sum payable by the Customer for the cancellation of a Booking by the Customer as set out in Annex 3.
Change Control Procedure: has the meaning set out at clause 15.1.
Charges: means the charges payable by the Customer for the Booking in accordance with clause 5 and the Service Description and as (i) shown in the Price List or; (ii) as communicated to the person making the Booking; or (iii) for certain Bookings, the price calculated in accordance with charge rates agreed between Addison Lee and the Customer (in each case as applicable).
Chauffeur: means a professional chauffeur employed by Addison Lee or an Addison Lee Group Member who drives a Passenger Vehicle.
Communication Channels: means the methods available to make a Booking as set out in the Service Description.
Collection Address: means the address stated by the Customer at the time of making the Booking as the address from which the Vehicle shall collect the Customer or any Passengers.
Conditions: means these terms and conditions as amended from time to time.
Confidential Information: means all information (whether written, oral or in some other form) disclosed to or obtained by one party (whether directly or indirectly) from the other (whether before or after the signing of these Terms), including all information relating to the other party and/or a Group Member's business, operations, systems, processes, products, trade secrets, know-how, contracts, finances, plans, strategies or current, former or prospective clients, customers, partners or suppliers (together with copies made of any of the foregoing) and which information is marked as being confidential or might reasonably be assumed to be confidential, but excluding information which:
Contract: has the meaning set out in clause 2.4.
Credit Account: means an invoiced account that is paid by the Customer using ACH, credit, debit, purchase card or check.
Customer Account Number: has the meaning set out in these definitions under "Account".
Customer: means the person or entity that makes a Booking for Services.
Customer Default: has the meaning set out in clause 4.3.
Data Protection Legislation: means all applicable legislation for the time being in force in the State of California, or in the UK or any part of it, pertaining to data protection, data privacy, data retention and/or data security (including the California Online Privacy Protection Act, the California Consumer Privacy Act, the Data Protection Directive (Directive 95/46/EC) (as may be superseded by the General Data Protection Regulation (Regulation 2016/679) ("GDPR")) and the Privacy and Electronic Communication Directive (Directive 2002/58/EC) (as may be superseded by the Regulation concerning the respect for private life and the protection of personal data in electronic communications (Regulation on Privacy and Electronic Communications) 2017/0003 (COD) ("ePrivacy Regulation") and national legislation implementing or supplementing such legislation in the United Kingdom and any applicable member state of the European Union) and all associated codes of practice and other guidance issued by any applicable data protection authority. The terms "personal data", "process", "data controller" and "data processor" shall have the meanings given in the applicable Data Protection Legislation.
Destination Address: means the address stated by the Customer at the time of making the Booking as the address to which the Vehicle shall deliver the Customer or any Passengers.
Developments: shall have the meaning set out in clause 7.5.
DPIA: shall have the meaning set out in clause 8.3(d)(ii)(C).
Driver: means any person who is either employed or self employed and contracted to Addison Lee or any Addison Lee Group Member who drives a Passenger Vehicle.
Effective Date: has the meaning given in the Service Description.
Executive Service: means a service delivered by Addison Lee, a Group Member or a Fulfilment Partner which includes an executive chauffeur and a Mercedes E Class vehicle (or V-Class vehicle for Executive+ 5-6 people option) or similar (depending on region/country travelling in).
First Service: means a service delivered by Addison Lee, a Group Member or a Fulfilment Partner which includes a chauffeur and a Mercedes S-Class (or V-Class vehicle for First+ 5-6 people option) or similar (depending on region/country travelling in).
Fulfilment Partner: means a carefully selected third party private hire or licensed taxi company which provides the Passenger Services on Addison Lee or a Group Member’s behalf.
Force Majeure Event: means any circumstance not within a party's reasonable control including, without limitation: (a) acts of God, flood, drought, earthquake, storm, snow, strong winds, hurricane or other natural disaster; (b) epidemic or pandemic; (c) terrorist attack or threat of terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) nuclear, chemical or biological contamination or sonic boom; (e) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; (f) collapse of buildings, fire, explosion or accident; (g) any labour or trade dispute, strikes, industrial action (including, without limitation, rail or tube) or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party); (h) non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and (i) interruption or failure of utility service.
Good Industry Practice: means in relation to any undertaking and any circumstances, the exercise of that degree of diligence, prudence and foresight which would reasonably and ordinarily be expected from an experienced provider of services the same as or similar to the Services.
Group Member: means at any relevant time, in relation to any entity, an entity which, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with that entity, where "control" means holding, directly or indirectly, a majority of the voting rights in it, or the power to direct or cause the direction of its management, policies or operations (whether through holding of voting rights, by contract or otherwise).
Inclusive Waiting Time: has the meaning as set out at clause 3.6.
Intellectual Property Rights: means all rights and interest in, and right to use, all patents, patentable rights, copyright, design rights, utility models, trade marks (whether or not any of the above are registered), trade names, logos, domain names, inventions, data, databases, in know-how and confidential information, trade secrets, and all other intellectual and industrial property and similar or analogous rights existing under the laws of any country and all pending applications for and right to apply for or register the same (present, future and contingent, and including all renewals, extensions, revivals and all accrued rights of action).
KPIs: has the meaning as set out in Annex 2.
Local Partner: means the service provided by a Fulfilment Partner in a medium car/saloon/sedan vehicle (or for Local Partner+ an MPV/SUV or people carrier for 5-6 people) depending on model availability and Territory.
Minor: means children of less than 13 years of age.
Month: means any calendar month.
Network Services: means Passenger Services that are provided by a Fulfilment Partner.
Passenger(s): means the Customer and such persons who the Customer shall authorise and/or permit to make use of the Passenger Services.
Passenger Obligations: means the Booking and transportation requirements which the Customer and each Passenger must comply with when making a Booking or travelling in a Passenger Vehicle, as available at the following link https://www.addisonlee.com/passengerobligations/.
Passenger Vehicle: means a vehicle used for the carriage of Passengers.
Personal Data Breach: means the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to any Processed Data.
Phone: means Addison Lee’s or an Addison Lee Group Member’s contact center through which Bookings can be made.
Platform Services: means the provision by Addison Lee to the Customer of access to the AL System and App subject to clause 7 of the Conditions.
Portal: means the web based set of tools that allow travel managers and/or account administrators to manage who within their organisation shall have the ability to make Bookings and which permit travel managers and/or account administrators to access historic Bookings, invoices, and account set-up settings.
Pre-Booked: means a Booking for Passenger Services at a specified date and time.
Price List: means the Addison Lee Group’s price list as may be amended from time to time and which is available upon request.
Processed Data: means personal data provided from the Customer to Addison Lee in relation to the Services.
Processing Instruction: shall be as defined in clause 8.3.
Representatives: means the individuals or team from i) Addison Lee and ii) the Customer who are responsible for the co-ordination of all matters relating to the provision of the Services.
Reporting: shall have the meaning as set out in the Services Description.
Restricted Street: means any Collection Address and/or Destination Address which is subject to any parking law or regulation prohibiting any Vehicle from entering, waiting and/or parking during prescribed hours.
Services: means the Passenger Services supplied by Addison Lee, an Addison Lee Group Member or a Fulfilment Partner to the Customer as set out in the Service Description.
Select Service: means a service delivered by Addison Lee, a Group Member or a Fulfilment Partner, which includes a professional driver and a medium car/saloon/sedan vehicle (or for Select+ an MPV/SUV or people carrier for 5-6 people) and which may be an accessible vehicle.
Site: means the Addison Lee website (https://us.addisonlee.com/) or such other websites as may be operated by Addison Lee and/or any Group Member from time to time through which Bookings can be made.
Supervisory Authority: means any local, national or multinational agency, department, official, parliament, public or statutory person or any government or professional body, regulatory or supervisory authority, board or other body responsible for administering Data Protection Legislation.
Teenager: shall mean children aged between 13 and 16.
Term: means, with respect to a Business Customer, the Initial Term and any Renewal Term, and with respect to any Customer other than a Business Customer, the period of time commencing upon the Effective Date and ending when these Terms are terminated in accordance with clause 11.
Terms: means the Service Description, the Conditions, the Annexes and any document referred to herein.
Transaction Account: means a payment account where the Customer is charged on a per journey basis and receives an email receipt in respect of each Booking.
Vehicle: means a Passenger Vehicle.
In these Terms unless defined otherwise or the context otherwise requires:
1.3 In the event of any conflict or inconsistency between these Conditions, the Service Description, the Annexes hereto and the terms of any Booking, the following shall be the descending order of precedence: first, the Service Description, second, the Conditions, third the terms of the relevant Annexes and, lastly, the terms of the relevant Booking, unless any provision of any Booking is expressly agreed in writing by Addison Lee to override any provision of the Conditions, Service Description or any Annex, in which case, the provision of the relevant Booking shall prevail.
2.1 These Terms operate as a framework under which the Customer may, from time to time, order Services to be provided by Addison Lee, an Addison Lee Group Member or a Fulfilment Partner.
2.2 The Customer appoints Addison Lee and Addison Lee accepts the appointment as the Customer’s preferred supplier of the Services.
2.3 Addison Lee shall supply the Services in the Territory to the Customer in accordance with the Service Description, the Conditions and Annexes in all material respects. Each such Booking, once accepted in accordance with clause 2.4, shall constitute a separate contract for the provision of the Services specified in such Booking, subject to these Terms.
2.4 The Booking constitutes an offer by the Customer to purchase Services in the Territory in accordance with these Terms. For the avoidance of doubt, such Booking shall be made using one of the Communication Channels. The Booking shall not be accepted until the earlier of (i) when Addison Lee issues written acceptance of the Booking via text message, email or push notification from the App, or (ii) commencement of the Services, at which point and on which date and time a contract for the delivery of those services to which the Booking relates shall come into existence ("Contract").
3.1 Addison Lee shall use all reasonable endeavours to meet any performance dates and times specified in the Annexes, or agreed with the Customer in writing, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.2 Addison Lee reserves the right to amend the Services if necessary to comply with any Applicable Law, or if the amendment will not materially affect the nature or quality of the Services.
3.3 Subject always to clause 3.11, Addison Lee warrants that:
If any of these warranties are breached, the Customer must notify Addison Lee in writing as soon as possible. The Customer must give Addison Lee a reasonable time to remedy the breach, including (in Addison Lee's discretion) by re-performing any relevant Services. This will be done without any additional charge to the Customer. If Addison Lee is able to do this within a reasonable time, this shall be the Customer's sole and exclusive remedy in relation to such breach and Addison Lee will, subject to clause 9.1, have no other obligation or liability in relation to such breach.
Except as expressly set forth herein, Addison Lee disclaims all other warranties, express or implied.
3.4 Addison Lee shall use reasonable endeavours to provide a Passenger Vehicle of the type specified by the Customer (and in the event that such a Vehicle is not available, a reasonable alternative vehicle) within any time for so doing given by Addison Lee.
3.5 Addison Lee will not allow unaccompanied Minors to travel alone in a Passenger Vehicle. Addison Lee will notify the Minor's parent or guardian and/or relevant regulatory authority, in the event that it suspects a Minor is travelling unaccompanied, and advise that the Booking cannot be completed without the Minor being accompanied. In exceptional circumstances and subject to the parent/guardian’s consent, Addison Lee may allow Teenagers to travel unaccompanied, provided that when making a Booking for any unaccompanied Teenager, the Customer must inform Addison Lee that an unaccompanied Teenager will be travelling. Addison Lee may, at its discretion, decline to accept such Booking and shall not be liable to the Customer or be deemed to be in breach of these Terms if it declines to accept such Booking. Addison Lee does not accept any additional responsibility for any Minor, or Teenager, who travels unaccompanied in a Passenger Vehicle.
3.6 Other than in relation to airport Bookings where the waiting time shall be as set out in clause 3.7 below, each Customer shall have the inclusive waiting time ("Inclusive Waiting Time") for the relevant Service (Select Service, Executive Service or First Service) as set out below:
3.7 In relation to airport Bookings, the Customer shall have the following airport inclusive waiting time ("Airport Inclusive Waiting Time"):
3.8 In the event that the Customer exceeds the Inclusive Waiting Time and/or Airport Inclusive Waiting Time (as applicable), the Customer shall pay for any additional waiting time thereafter, in addition to the Charges for the Booking. Any waiting time in excess of the Inclusive Waiting Time and/or Airport Inclusive Waiting Time (as applicable) will be charged per hour, and payable in 15 minute increments for the applicable Passenger Services taken, ("Additional Waiting Time") as follows:
3.9 Where a Customer books a wait and return journey, there is no Inclusive Waiting Time between stops and Additional Waiting Time shall be payable by the Customer at the rates set out in clause 3.8(a)-(b) inclusive (as applicable), in respect of waiting time accumulated between the stops.
3.10 Any Addison Lee Group Member may subcontract all or any part of the Services to any Drivers and/or to any Group Member provided that the acts or omissions of Drivers and Group Members shall, as between Addison Lee and the Customer be deemed to be the acts or omissions of Addison Lee for the purposes of these Terms.
3.11 The Customer acknowledges that Network Services will be provided by Fulfilment Partner(s) in locations where Addison Lee and its Group Members do not have Drivers or Chauffeurs available. The Customer shall order Network Services through the Communication Channels by placing a Booking, which will be received and processed by Addison Lee or a Group Member, acting on behalf of the Fulfilment Partner. A Booking for Network Services constitutes an offer by the Customer to purchase Network Services in accordance with these Terms.
3.12 Addison Lee shall check that each Fulfilment Partner maintains motor liability insurance in accordance with the local laws in the Territory in which the Fulfilment Partner provides Services.
3.13 In exceptional circumstances, for example where a Passenger is stranded, Addison Lee or a Group Member (as applicable) shall offer to provide the Services using a non-vetted third party private hire or licensed taxi company. In such circumstances, the Customer may choose to decline the Booking and Addison Lee will, subject to clause 9.1, have no other obligation or liability in relation to such Booking.
3.14 Addison Lee shall, with effect from the Effective Date, obtain and maintain during the Term the minimum insurance required by Applicable Law.
4.1 The Customer shall:
4.2 Addison Lee shall be entitled to treat any Booking made referencing the Customer Account Number, company name or individual profile as duly authorised by the Customer and the Customer shall be liable in respect of all Charges and Additional Charges relating thereto.
4.3 If Addison Lee's performance of any of its obligations under these Terms or any contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation ("Customer Default"):
4.4 The Customer represents, warrants and undertakes that:
4.5 The Customer acknowledges and agrees that Addison Lee may from time to time contact Passengers directly for feedback in order to improve the Services and the customer experience. A Passenger may decline to provide such feedback at its sole discretion.
4.6 The Customer undertakes to each of Addison Lee and its Group Members that it shall not (and shall procure that no member of the Customer's Group shall) at any time during the period of 24 Months commencing on the Effective Date, offer employment to, enter into a contract for the services of, or otherwise entice or attempt to entice away from Addison Lee or any of its Group Members, any person who had been employed or directly or indirectly engaged by Addison Lee or any of its Group Members, or procure or facilitate the making of any such offer or attempt by any other person.
5.1 The Customer shall pay the Charges and the Additional Charges (where applicable) in relation to the Services.
5.2 In relation to bookings made by non Business Customers, Addison Lee reserves the right to increase the Charges and the Additional Charges and to vary any other discounts provided to non Business Customers from time to time in its sole discretion.
5.3 In relation to Business Customers only, Addison Lee reserves the right to increase the Charges:
5.4 In relation to Business Customers only, Addison Lee reserves the right to increase the Additional Charges from time to time in its sole discretion.
5.5 Payment shall be made in accordance with the Payment Terms in the Service Description.
5.6 If a Booking is cancelled, prior to completion of the Services, the Cancellation Process as set out in the Service Description shall apply.
5.7 Unless otherwise expressly provided in these Terms, all amounts referred to in these Terms are exclusive of sales tax which, where chargeable by Addison Lee, shall be payable by the Customer at the rate and in the manner prescribed by Applicable Law. All amounts referred to in these Terms are also exclusive of any other applicable taxes, duties, imposts, levies and governmental charges of any kind (except for taxes exclusively attributable to Addison Lee's income), which the Customer shall be additionally liable to pay to Addison Lee.
5.8 If the Customer fails to make a payment due to Addison Lee or any Addison Lee Group Member under the Contract, or these Terms, by the due date, then, without limiting Addison Lee's remedies under clause 11, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.8 will accrue each day at the lesser of (a) 4% a year above the prime rate published in the Wall Street Journal (or, if the Wall Street Journal prime rate is no longer being published, then another similar publication) from time to time, or (b) the maximum rate permitted by law. In the event of any dispute as to the amount of an invoice, the Customer shall pay the amount in full pending the resolution of such dispute and Addison Lee shall make any adjustment due immediately upon such resolution.
5.9 All amounts due under the Contract and/or these Terms shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by Applicable Law).
5.10 Where a Business Customer continues to use the Services after the expiry of the Initial Term or any Renewal Term (as applicable) and the parties have not entered into a new contract for Services, the Charges payable by the Business Customer for each Booking shall, with effect from the expiry of the Initial Term or Renewal Term (as applicable), be Addison Lee’s standard business rates from time to time.
6.1 In connection with providing the Services, Addison Lee shall provide such Reporting as set out in the Service Description.
6.2 The parties shall, prior to the Effective Date, appoint Representatives who shall be:
7.1 All Intellectual Property Rights belonging to a party prior to the Effective Date, including all related Intellectual Property Rights and moral rights to any modifications, derivative works, suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by any other party in relation to those Intellectual Property Rights shall remain vested in that party.
7.2 Except as expressly provided herein, all Intellectual Property Rights in or to any brand or trade mark shall remain vested in the owner of the relevant brand or trade mark and neither party's trade marks or brands shall be used by the other party for any purpose without the other party's prior written consent.
7.3 All Intellectual Property Rights in or to the AL System shall remain vested in Addison Lee or the relevant Addison Lee Group Member.
7.4 Where the Customer uses the AL System to receive the Services, Addison Lee or the relevant member of the Addison Lee Group (as applicable) grants to the Customer a royalty-free, non-exclusive, revocable, worldwide, non-transferable, non-sub licensable licence for the Term to use the AL System and App for the sole purpose of receiving the Services.
7.5 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by Addison Lee ("Developments"). The Customer assigns to Addison Lee, or shall procure the assignment to Addison Lee of, all such rights (whether presently existing or to be created in the future) and agrees to execute, or procure the execution of, all documents reasonably necessary to give effect to Addison Lee's title to the Intellectual Property Rights in Developments.
7.6 Except as expressly set forth herein, or as required to use the Services, nothing herein grants the Customer any rights or license in, or license to use, any of Addison Lee’s or Addison Lee Group Members’ Intellectual Property Rights.
8.1 Each party shall:
8.2 Subject to clause 8.7, Addison Lee:
8.3 Addison Lee:
8.4 The provision of the Services may require the transfer of personal data to countries outside the EEA from time to time. Subject to clause 8.5, Addison Lee and its sub-processors shall not, without the prior written consent of the Customer, transfer any Processed Data to a country or territory outside the EEA unless adequate contractual or other assurances have first been put in place such as will enable each party to comply with the requirements of the Data Protection Legislation.
8.5 Customer hereby grants to Addison Lee general authorisation for sub-processing (including, without limitation, Group Members), provided that:
8.6 The parties acknowledge that the types of personal data processed pursuant to these Terms (i.e. Processed Data) (including the subject matter, duration, nature and purpose of the processing and the categories of data subject) are as described in Annex 1.
8.7 If and to the extent, Addison Lee is a data controller in relation to personal data collected under these Terms, Addison Lee shall comply with the applicable provisions of the Data Protection Legislation.
8.8 The Customer may provide Addison Lee with staff personal data for the purpose of on-boarding such staff to allow them access to the Service. The Customer warrants that it shall have the appropriate lawful basis for obtaining and providing such staff personal data to Addison Lee.
8.9 The Customer warrants, that in relation to all Processed Data, the Customer will have all necessary consents of the relevant data subject for their personal data to be shared with Addison Lee and, if relevant, any of the Fulfilment Partner(s).
9.1 Neither party's liability:
is excluded or limited by these Terms, even if any other term of these Terms would otherwise suggest that this might be the case.
9.2 Subject to clause 9.1, neither party or its Group Members shall be liable (whether for breach of contract, tort (including negligence), breach of statutory duty or otherwise) for any:
9.3 Subject to clause 9.1, neither Addison Lee nor its Group Members shall be liable, whether in contract, tort (including negligence), breach of statutory duty, under any indemnity or otherwise, for any loss, damage, expense or liability incurred or sustained as a result of (a) the use of the Services in breach of these Terms; and/or (b) any processing in accordance with the Customer's Processing Instructions following the Customer's receipt of that information; and/or (c) Customer’s negligence, acts, or omission.
9.4 The parties agree that the Limitation of Liability section of the Service Description shall apply to any liability arising out of or in connection with these Terms or any Contract.
9.5 Except as expressly set out in these Terms and subject only to clause 9.1, no implied conditions, warranties or other terms, including any implied terms relating to satisfactory quality or fitness for any purpose, will apply to the Services or to anything supplied or provided by Addison Lee or any Group Member under these Terms.
9.6 Neither Addison Lee nor any Group Member shall be liable for any loss suffered by Customer as a results of Addison Lee’s or any Group Member’s failure to perform the Services due to a Force Majeure event.
9.7 This clause 9 shall survive termination of these Terms.
10.1 Each party shall:
10.2 Either party may disclose the other's Confidential Information to the extent required by law or by any court, tribunal, regulator or other authority with competent jurisdiction to order its disclosure (but only to the extent of such requirement).
10.3 Either party shall be permitted to issue any press release in relation to the subject matter of these Terms or any marketing or publicity materials including reference to the subject matter of these Terms but excluding Confidential Information herein.
10.4 From time to time, the Customer may be asked by Addison Lee to:
10.5 Subject to obtaining the Customer’s prior written consent, Addison Lee may use the Customer’s name, trade mark, service mark, logo, domain name, URL or other identifier in publicity releases, interviews, marketing materials, public announcements or advertising.
11.1 With respect to Business Customers only, these Terms shall commence on the Effective Date and shall, unless sooner terminated in accordance with its terms, continue for the Initial Term and thereafter renew automatically for successive Renewal Terms unless and until terminated by either party giving the other not less than 90 days' written notice to that effect (such notice not to expire before the end of the Initial Term or then Renewal Term) or in accordance with this clause 11.
11.2 With respect to non-Business Customers only, these Terms shall commence on the Effective Date and shall continue indefinitely until terminated by either party in accordance with this clause 11.
11.3 Either party may terminate these Terms and/or any uncompleted Booking by giving the other written notice if:
For the purposes of this clause 11.2 in order for it to be possible to remedy a breach it must be possible to take steps so as to put the other party into the same position which (save as to the date) it would have been in if the breach had never occurred.
12.1 Cancellation of any Booking will not have the effect of terminating these Terms or any other Booking, but termination of these Terms will automatically terminate all uncompleted Bookings.
12.2 Termination of these Terms and/or any Booking for any reason will not affect:
12.3 On termination of these Terms the Customer shall immediately pay to Addison Lee all of Addison Lee's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Addison Lee shall submit an invoice, which shall be payable by the Customer immediately on receipt.
12.4 Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination or expiry of these Terms shall remain in full force and effect.
Neither party shall be in breach of these Terms nor liable for delay in performing, or failure to perform, any of its obligations under these Terms if such delay or failure result from a Force Majeure Event. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations and in the case of Addison Lee, shall be relieved of its obligations in relation to KPIs as set out in Annex 2. If the period of delay or non-performance continues for six Months, the party not affected may terminate these Terms by giving 30 days' written notice to the affected party.
14.1 Each party acknowledges that in order to ensure that Services timescales and costs estimates are met, it is important that changes to the Services are properly managed. Accordingly, there is a defined procedure for managing and approving changes to the Services ("Change Control Procedure") for Business Customers. This procedure is as follows:
14.2 No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
14.3 The rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
14.4 If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.
14.5 These Terms, any Booking, and any document referred to herein, constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
14.6 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in these Terms.
14.7 Unless otherwise stated in the Service Description, the Customer shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under these Terms without the prior written consent of Addison Lee.
14.8 Addison Lee may at any time assign or transfer any or all of its rights or obligations under these Terms unless otherwise stated in the Service Description.
14.9 Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
14.10 Addison Lee may, at its sole discretion, vary these Terms from time to time. Any variation shall be posted on the Addison Lee Site.
14.11 These Terms are for the benefit of the parties hereto, and their permitted assigns, and are not intended to confer any rights or benefits on any third party, and there are no third party beneficiaries of these terms. No third party shall have the right to enforce these Terms or any provision hereof. Notwithstanding the foregoing, the Customer acknowledges that any Addison Lee Group Members may enforce these Terms subject to and in accordance with the terms herein. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under these Terms are not subject to the consent of any other person.
14.12 Customer agrees to indemnify and keep Addison Lee and any Group Members fully indemnified from and against any direct and indirect losses, claims, expenses, damages or laiblity whatsoever incurred or suffered by Addison Lee or any Group Member as a result of the negligence, acts or omissions or default under the Terms by Customer or its employees, agents or passengers (including, without limitation, attorneys’ fees and costs).
15.1 Any notice given to a party under or in connection with these Terms shall be in writing and shall be:
15.2 Any notice shall be deemed to have been received:
This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
16.1 These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of the state of New Jersey.
16.2 The parties submit to the exclusive jurisdiction of the courts of the state of New Jersey and the Federal District Court for the District of New Jersey to settle any dispute or claim arising out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).
For the purposes of clause 8, the parties set out below a description of the Processed Data being processed under these Terms and further detail required pursuant to the GDPR and the laws of the state of California.
|Ref. no||KPI||Reporting Frequency (where applicable)||KPI description||KPI target|
|1||Late Arrivals for Pick Ups (Pre-booked only) – First Service||Monthly||
Late arrivals shall not exceed 3% of the total bookings made).
Any late arrival (defined as more than 1 minute after pick-up time booked) will be offered a complimentary journey.
|2||Late Arrivals for Pick Ups (pre-booked only) – Local Partner, Select and Executive Service||Monthly||Late arrivals (defined as more than 90 seconds after the pick up time booked) shall not exceed 5% of the total Bookings made||<5%|
For international journeys the following cancellation charges apply. Up to 100% of Charges may be due in cases where cancellations are made outside of the minimum times stated below: -All cancellations times are based on local time in the location of the scheduled booking.
In all other situations where you cancel a Booking or you or your Passengers do not appear for the Booking,100% of the Charges shall be payable.