These terms and conditions (TCs) are hereby accepted and agreed to by the company identified within the Trafi for Business sign up process (Corporation) and constitute legally binding terms and conditions by and between the Corporation and Trafi AG, incorporated and acting under the laws of Switzerland, registration number registration (entity) code CHE-136.556.910, VAT No. CHE-136.556.910 MWST, registered office: Max-Högger-Strasse 6, 8048 Zürich, Switzerland (Trafi).
These TCs set forth the terms and conditions under which the Corporation will use the Mobility Management Platform corporate account (Corporate Account) in the Mobility Management Platform and all related documentation and information that the Corporation may find in the platform.
By signing up to use and by using the Mobility Management Platform (MMP) and enabling access to their employees to use Mobility Platform (Trafi for Business App), the Corporation agrees that the Corporation has read and accepted these TCs. These TCs define the access and usage rights for the Corporation over the MMP which is owned by Trafi. By using the MMP, the Corporation is under obligation to comply with the terms set out herein. IF THE CORPORATION DOES NOT AGREE WITH THE TERMS SET OUT HEREIN, IT CANNOT USE THE MMP AND SHALL STOP USING IT IMMEDIATELY.
The MMP and Trafi for Business App are protected by copyright and international copyright TCs, as well as other intellectual property laws, all intellectual property rights of MMP and Mobility Platform (Trafi for Business App) are owned by Trafi group companies.
1.1 “Affiliate” means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by or is under common control with such entity. For the purposes of the present TCs, any company that owns either directly or through one or more controlled companies more than 50 percent of the voting rights of any other company is presumed to control such other companies.
1.2 “Customer” means the Employee of the Corporation who booked or purchased the Service.
1.3 “Employee” means all individuals working at all levels and grades in the Corporation and/or its affiliates, including senior managers, officers, directors, employees (whether permanent, fixed-term or temporary), consultants, contractors, trainees, seconded staff, homeworkers, casual workers and agency staff, volunteers, interns, agents, or any other person associated with the Corporation, or any of their subsidiaries or their employees, wherever located and/or for who the Mobility Budget will be provided or whose personal data will be provided in the MMP by the Corporation.
1.4 “Mobility Management Platform or MMP” means the back-office tool which will be provided by Trafi to the Corporation. This tool will include the possibility for the Corporation to add Employees, to assign the Employees to a Mobility Budget created by the Corporation, will provide the billing function, where the Corporation will see invoices, will have the ability to generate reports, and might have other functions.
1.5 “Intellectual Property Rights” mean the rights associated with or arising under any of the following anywhere in the world: (i) all patents and applications therefor, including provisional applications, and all reissues, divisions, renewals, extensions, continuations and continuation-in-part thereof and equivalent or similar rights anywhere in the world in inventions and discoveries (“Patents”); (ii) all rights (other than Patents) in inventions (whether patentable or not), invention disclosures, improvements, trade secrets, proprietary information, know-how, technology and technical data (“Trade Secrets”); (iii) all copyrights (registered or not), copyright registrations and applications therefor, economic rights of authors, including right to reproduce, publish, translate, adapt and otherwise transform, publicly display, perform, broadcast, retransmit, and make available to the public via computer network, all sui generis rights to databases, “moral” rights, and all other corresponding rights in works of authorship, including related (neighboring) rights) however denominated, and all other rights corresponding thereto throughout the world (“Copyright”); (iv) all other rights with respect to the software; and (v) all analogous rights to those set forth above.
1.6 “Mobility Budget” means a payment method for the Employees provided by the Corporation via the MMP and which can be used in the Mobility Platform to pay for the booked MSP Services and related spendings (including all Additional Charges if any) and/or a payment method as a virtual card which can be used outside the Mobility Platform for booked or purchased Services which are enabled. The payment method of virtual cards is optional and may be provided after such functionality is available if agreed under Commercial Annexes.
1.7 “Mobility Platform or Trafi for Business App” means the mobility platform owned, developed and deployed by Trafi and in which different MSPs will be integrated and via which Employees will be able to use Mobility Budget. To enable usage of the Mobility Platform the Employees need to agree to all TCs provided therein.
1.8 “MSP” means mobility service provider which provides MSP Services.
1.9 “MSP Service” means mobility services provided by MSP to the Customer.
1.10 “Mobility Service” other mobility-related services which may be purchased with the virtual card outside the Mobility Platform and are provided by a third party (e.g. refueling). Such services will be available only if separately agreed between the Parties.
1.11 “MSP Service” and “Mobility Service” together shall be referred to as “Service”.
1.12 “PSP” means third-party payment service provider which handles all the payments described in these TCs and/or provides a service of the virtual card to the Corporation and its Employee.
1.13 “Representative” means a person(s) who uses a Corporation’s account in MMP on behalf of the Corporation as administrator.
1.14 “Additional charges” means any other additional charges and spending that occurred in connection with the Service, e.g. fines, cleaning fees, damages, etc.
2.1 Under these TCs Trafi provides the Corporation with access to MMP and will enable the payment method of the Mobility Budget in the Mobility Platform (and optionally via virtual cards). Hereby the Corporation undertakes to provide its Employees with the Mobility Budget via the MMP and to pay for such spendings of its Employees to Trafi as well as to pay the fees as agreed individually in the separate document signed by parties – Commercial Annex.
2.2 The corporation will designate a Representative which will be the administrator of the Corporate Account in the MMP and Trafi’s contact with the company through the platform.
2.3 MMP includes the possibility for the Corporation via its Corporate Account to add Employees, to assign Employees to a Mobility Budget created by the Corporation via the Representative, provides the billing function, where the Corporation via its Representative will access invoices, will have the ability to generate reports and might include other functions on the discretion of Trafi. Trafi reserves the right to add, remove and update the features and functions of the MMP at any time. Trafi agrees to use reasonable commercial efforts to provide the mentioned features and functions to the Corporation as set forth herein.
2.4 Corporation may designate additional Representative(s) at its discretion. Corporation agrees to (i) protect the secrecy of all links provided by Trafi for the registration to the Corporate Account in the MMP and not to disclose these links to any third party whatsoever, (ii) protect the secrecy of all logins provided by Trafi and undertakes not to disclose these logins to any third party whatsoever, (iii) only permit an authorized Representative to access the MMP, (iv) update all necessary information in the MMP of the Representatives or Employees or other to ensure that it is current, accurate and complete. The corporation shall be responsible for all activity that occurs via its Corporate Account in the T4B Platform.
2.5 The Corporation is solely responsible to ensure that Employees’ information is accurate and that only authorized Employees are assigned to the Mobility Budgets. Corporation agrees that the Corporation is responsible for all Employees’ purchases via Mobility Budget regardless of whether or not such Employee was authorized by the Corporation, e.g. if the Employee is added in the Mobility Budget in the Corporate Account and can purchase Services and pay with the Mobility Budget, Corporation is responsible for such purchases and shall compensate for such.
3.1 These TCs are effective upon the date the Corporation accepted these TCs and first accessed or used the MMP and shall remain in effect until terminated as set forth herein (the Term).
3.2 Either party may terminate these TCs without cause upon 1 (month) advance written notice to the other party. If the consulting fee is agreed in the Commercial Annex, it shall be paid in full even in case of early termination by the Corporation.
3.4 All outstanding payment obligations of these TCs shall be made until the last day of the validity of these TCs.
3.5 The end of the relationship between Trafi and Corporation shall not affect any accrued rights or liabilities of any Party nor any other rights of the terminating Party in relation to the matter in giving rise to the termination nor shall it affect the coming into force or the continuance in force of any provisions of these TCs which are expressly intended to come into or continue in force on or after such expiry or termination.
3.6 Mobility Budgets will be deactivated and the Customers will no longer be able to use it as a payment method for MSP Services;
3.7 The Corporation will no longer be able to assign Mobility Budgets via the MMP after the last day of validity of these TCs and will be deactivated from MMP after all the unsettled invoices are settled.
3.8 Trafi reserves the right to immediately temporarily or permanently terminate and/or revoke the Corporation’s access to Corporate Account and/or the possibility to use the Mobility Budgets (if such happens the Employees will not be able to use Mobility Budgets as a payment method in the Mobility Platform), or to delete the Corporate Account in the MMP, at any time, if the Corporation violates any of these TCs.
3.9 The Corporation is allowed to add new Employees in the MMP and manage the Employees list at any time at its own discretion without changing the TCs and complying with the Commercial Annex. The fee described in the Commercial Annex would apply for an added number of Employees for the whole month when the Employee was added.
4.1 Corporation undertakes:
4.2 Trafi undertakes:
4.3 Trafi reserves the right to temporarily or permanently terminate and/or revoke the access and possibility to use of the MMP and/or the Mobility Platform for the Corporations and the Customers in case the Corporation does not comply with these TCs.
5.1 Parties mutually agree on the pricing detailed in the separate Commercial Annex.
5.2 Invoices will be issued to the Corporation for the Employees’ spending via the Mobility Budgets on a monthly basis or on other intervals agreed between the Parties in the MMP. Such invoices shall be paid during 5 days from the day of the receipt of the invoice. Any amount not paid within five (5) days following the issued invoice shall bear a finance charge at the rate of 0,05 % per day.
5.3 Repeated failure to pay the fee according to these TCs or a delay in payment for 2 months shall be deemed as a material breach of the TCs and may cause an immediate and unilateral termination by Trafi.
5.4 Parties agree that a PSP, which handles all the payments and provides the service of virtual cards, may be used. The PSP acts both as a payment gateway and a payment Processor and manages all the payments and/or all virtual card-related matters which occur in accordance with these TCs. REMARK: Trafi is currently working on the integration of a virtual card to allow access to more mobility providers in Switzerland as part of the solution. After its launch, it will be presented to the Corporation. Trafi will provide all reasonably needed support for the Corporation in the onboarding process.
5.5 The Corporation undertakes to comply with all requirements from PSP which are imperative in order for the PSP to handle payments or provide virtual cards.
5.6 All currency exchanges if necessary will be made by the terms set by the PSP. If the Corporation processes a payment not in the currency which is applicable to the geography of the Employee’s ride, the Corporation shall cover all exchange differences related to such transaction.
5.7 The Parties are solely responsible for paying all taxes and duties relating to their respective business operations and their applicable laws.
6.1 Trafi shall reserve the Intellectual Property Rights to the MMP and any changes thereto. This applies, in particular to the Trafi’s MMP, including any adjustments if any. Trafi is exclusively entitled to all rights pertaining to further developments and improvements made to Trafi’s MMP.
6.2 The Corporation understands and agrees that under these TCs the Corporation does not have any property rights over the Intellectual Property Rights of Trafi, only the limited right to use the MMP in accordance with these TCs. The Corporation shall use the MMP provided by Trafi only for the purposes set out in these TCs, i.e. providing Mobility Budgets to Employees and using other functions provided in the MMP.
6.3 The Corporation shall be granted a limited, non-exclusive, non-transferable, non-commercial, personal, and revocable right of use of the MMP.
6.4 The Corporation shall not be authorized: (i) to decompile, disassemble or reverse engineer of the MMP (or any part thereof); (ii) to use the MMP for any purpose other than the purposes set in these TCs; (iii) to distribute, perform, sell, resell, lease, transmit, rent, lend, stream, reproduce, modify, adapt, duplicate, prepare derivative works based upon, broadcast, modify, copy or otherwise exploit the MMP, except as permitted by these TCs; (iv) to link, remove, or frame any copyright or other Intellectual Property Rights from the MMP or a portion of the MMP; (v) to attempt to gain or to gain unauthorized access to the MMP, its data and systems or conducting any ilegal, unlawful or unauthorized activity; (vi) to use the MMP in connection with any spam, unsolicited email, fraud, similar conduct and/or make available or collaborate to make available any virus, worm, malware or any harmful, malicious, defective and/or disruptive invasive or computer code, file, application or program and/or component in MMP; (vii) to disrespect or violate any other rights or applicable laws or regulations.
7.1 Trafi warrants that the MMP and the Mobility Platform (a) do not infringe or misappropriate any Intellectual Property Rights of any third party; (b) are free and clear of all liens. Trafi is the exclusive owner of all rights, titles, and interests in, to, and under the MMP and the Mobility Platform provided by Trafi and has all required authority to grant the rights as set out in these TCs; (c) does not contain any viruses, worms or other malicious computer programming codes intended to damage the Corporation’s system or data; (d) does not otherwise violate the rights of any third party.
7.2 The Corporation warrants and represents and warrants that (a) Corporation has all rights and consents, where necessary, to provide Trafi with the personal data of Employees and any other information provided in MMP hereunder, (b) Corporation will use MMP solely for the purposes stated in these TCs, (c) is in compliance and shall remain in compliance during the Term, with all applicable local, city, state, federal, national, and international laws, rules, and regulations, including but not limited to those relating to data protection, privacy, identity theft, data breach, consumer protection, and data security, and any applicable industry standards relating to privacy and data security (d) is in compliance and shall remain in compliance during the Term with all obligations set in these TCs. CORPORATION HEREBY REPRESENTS THAT THE INDIVIDUAL CLICKING TO ACCEPT THESE TCs IS AUTHORIZED BY CORPORATION TO BIND, AND DOES HEREBY BIND, CORPORATION TO THE TERMS HEREOF.
The Corporation acknowledges and agrees that except as expressly provided in these TCs the MMP and Mobility Platform is provided “as is” and without warranty. Trafi does not warrant that the MMP and Mobility Platform is free of defects or errors, however, Trafi will put its best efforts to solve all mentioned issues.
9.1 Trafi undertakes to provide customer support to the Corporation and its Employees. Trafi undertakes to provide contacts for the purpose of solving Customer issues. The contacts of such support will be available on the MMP for the Corporation and on the Mobility Platform for the Employees.
9.2 Trafi will assess, answer and/or address the Corporation or Employees’ questions, but Trafi shall not incur any liability or responsibility whatsoever, including for any delay, for lacking an answer, for lacking knowledge, for the technical and/or administrative impossibility to address the request, unless otherwise defined by applicable laws.
9.3 In cases when an Employee uses the Services outside the Mobility Platform all customer support information shall be found on the relevant MSP application or other platforms where the Service was booked or purchased.
10.1 The Corporation grants Trafi solely during the term of these TCs, a limited, non-exclusive, non-transferable, non-assignable license, without the right to sublicense, to use, and display the Corporation’s trademarks, trade names, logos, or other identifiers (Identifiers). All use of the Corporation’s Identifiers by Trafi will be in the form and format approved by the Corporation and available online and Trafi will not otherwise use or modify Corporation’s Identifiers without the Corporation’s prior written consent. All identifiers will at all times remain the exclusive property of the Corporation. The Corporation hereby grants Trafi the right to display Corporation’s Identifiers throughout the term of these TCs and in accordance with this clause: on Trafi’s website and Trafi’s social media channels. This right to use Corporation’s Identifiers shall not require prior written approval.
10.2 The Corporation shall not disclose, advertise or publish the MMP or other information the Corporation gets access to in the MMP and these TCs without the prior written consent of Trafi, which shall not be unreasonably withheld. Any press release or publication relevant to these TCs is subject to prior review and written approval by Trafi.
11.1 In the event that either party fails to comply with any of the terms set out herein, the breaching party will be held liable to the other party for direct damages, arising from the breach of these TCs.
11.2 Parties agree that Trafi shall not be held responsible for the quality or availability of the Mobility Services or virtual cards. MSP is entirely liable for the suitability of the MSP Services and for all the damages which occur due to the MSP Services and the third party which provides the Mobility Services is entirely liable for suitability and damages in relation to Mobility Services. If the Customer suffers damage due to circumstances influenced by a vehicle breakdown or inadequate preparation for use, the MSP shall be directly liable to the Customer. Trafi undertakes to act as an intermediary in such communications, meaning that if Corporation or Customer has problems with the MSP Services they can contact Trafi and Trafi will inform MSP of such a situation, or they can contact MSP directly. In relation to the Mobility Services, the Customer shall contact and solve all issues directly with the third-party provider.
11.3 In no event shall Trafi be liable for any damages whatsoever (including without limitation, special, incidental, consequential, or indirect damages for personal injury, loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of (i) the use of or inability to use Mobility Platform or the Services or (ii) use or inability to use the MMP or (iii) MSP Services or (iv) Mobility Services.
11.4 The Parties’ total liability under or relating to these TCs, regardless of the cause or form of action, and whether before or after its termination, shall be limited to 100 000 EUR.
11.5 The limitations set forth shall not apply to any claims:
12.1 The terms used in this clause shall have the same meaning as in the Swiss Federal Act on Data Protection which is applicable to this processing. The Corporation is the Controller of the Personal data of the users of the MMP and within this regard, Trafi shall process Personal Data as a Processor on behalf of the Corporation to provide the Service described in (i) these Terms and Conditions and/or (ii) through further instructions of the Controller. Trafi remains the Controller of the Personal data processed in the Mobility Platform (Trafi for Business App) which is not governed by this clause.
12.2 Taking into account state of the art, the costs of implementation, the nature, context, and purposes of the processing, Trafi must take adequate technical and organizational security measures to ensure a level of security is appropriate to the risk in order to protect Personal Data. Trafi must take into account the principles of privacy by design and by default while providing the Service.
12.3 The Corporation agrees to the engagement of the following sub-processors and personal data transfers. The Controller hereby gives general prior consent to the Processor to engage other sub-processors and to transfer personal data to a third party if the following conditions are met: If Trafi (i) engages other sub-processor, Trafi will enter into a contract with the sub-processor that imposes the same obligations that apply to Trafi under this clause, including the implementation of security measures to protect personal data against unauthorized access; (ii) transfers to or processes personal data in a third country which the Swiss Federal Council have not confirmed a suitable level of data protection on the basis of an adequacy decision, Trafi shall sign EU standard contractual clauses approved by the European Commission, the Swiss Transborder Data Flow Agreement and/or model contracts of the Council of Europe.
12.4 Upon termination or expiration of these Terms and Conditions, the parties must agree on the reasonable measures and timeline to process, return and/or delete personal data stored by the Processor.
13.1 The Parties hereby undertake to keep non-public trade and business secrets of the other Party confidential from third parties, of which they become aware as a result of the TCs (“Confidential Information“) for the term of these TCs and after its termination or expiry. Parties agree to use the Confidential Information solely for the purpose of these TCs. No other right or license, whether expressed or implied, in the Confidential Information is granted to the Party which receives information hereunder. Title to the Confidential Information will remain solely in the Party which discloses it. Parties will safeguard against access by third parties and shall not make this information subject to an application for an industrial or intellectual property right of their own and keep it in customary care. The content and essence of these TCs shall be held as confidential and cannot be disclosed to third parties.
13.2 Nevertheless, this obligation does not apply to information that is public knowledge, or which will subsequently become common knowledge without the assistance of the respective Party, or which has been prepared independently or lawfully obtained from third parties. Furthermore, each Party may also reveal Confidential Information insofar as s/he is required to do so as a result of a decision taken in a court of law or by competent authorities, and insofar as the other Party has been notified about it at the earliest possible opportunity and Party assisted in taking all reasonable steps to prevent publication.
13.4 Each Party may disclose the other Party‘s Confidential Information to its Affiliates, employees, officers, representatives or advisers who need to know such information for the purposes of implementing these TCs, provided that each Party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other Party’s Confidential Information comply with these TCs.
14.1 These TCs as well as annexes shall be governed by and constructed in accordance with the laws of Switzerland without giving effect to conflict of laws principles thereof.
14.2 Any dispute, controversy, or claim arising out of, or in relation to, these TCs or its Annexes, including regarding the validity, invalidity, breach, or termination thereof, which cannot be resolved in good faith and by consensus shall be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Arbitration Centre in force on the date on which the Notice of Arbitration is submitted in accordance with those Rules. The number of arbitrators shall be one. The seat of the arbitration shall be Switzerland, Zurich.
14.3 If any provision of these TCs is held to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision of these TCs, and the rest of these TCs will remain in full force and effect. Such invalidity, illegality, or unenforceability also will not invalidate or render unenforceable such provision in any other jurisdiction.
14.4 Current and future annexes to these TCs shall form an integral part of it. The following annexes are envisaged at the time these TCs is signed: