License Agreement
1. Terms and Definitions
1.1. For the purposes of this License Agreement (hereinafter referred to as the “Agreement”), the following terms shall have the meanings set forth below.
1.1.1. soft-taxi Platform (the “Platform”) is a set of computer programs and databases that enable the User to post, free of charge, information about potential demand for transportation services, vehicle operation services, courier services, and other services and work, and enable the Partner to view Orders created by the User and accept such orders for fulfillment.
1.1.2. Services means the services and work provided by the Partners and ordered through the Platform.
1.1.3. Cost of Services means the amount paid by the User to the Partner for the provision of the Services.
1.1.4. Order means information submitted through the Mobile Application that contains details regarding the need for the provision of the Services and includes specific parameters depending on the type of Services.
1.1.5. Partner means a person that has accepted the terms and conditions of this Agreement and, on the basis thereof, has been granted the right to use the Mobile Application for the purpose of obtaining access to Orders information.
1.1.6. User means an individual or legal entity that orders a service through the Platform.
1.1.8. Personal Account means the account maintained to record the Partner’s advance payments and to deduct payment for the right to use the Mobile Application.
1.1.9. Account Balance means, at any given time, the difference between the total amount of advance payments credited to the Personal Account and the total amount deducted from the Personal Account.
1.1.10. Authorized Mobile Application (the “Mobile Application”) means the computer software program ____________, installed on mobile devices to access and accept available orders for certain services and to notify the User of the status of such services.
2. General Provisions
2.1. This Agreement sets forth the terms and conditions under which BellFast LLP (Business Identification Number (BIN) 130240017651) (“soft-taxi”) grants the right to use the Mobile Application, a computer software program.
2.2. This Agreement constitutes a license agreement and shall be governed by the provisions of Article 966 of the Civil Code of the Republic of Kazakhstan.
2.3. Pursuant to Article 389 of the Civil Code of the Republic of Kazakhstan, this Agreement constitutes an adhesion contract and is entered into by accepting the terms and conditions hereof, posted on the soft-taxi website at https://soft-taxi.com/. A person who completes the registration procedure described in this Agreement shall be deemed to have accepted all of the terms and conditions of this Agreement, and such acceptance shall have the same legal effect as entering into a civil law contract on the terms and conditions set forth herein.
2.4. Before completing the registration process, you should carefully read this Agreement. If you do not agree to any provision of this Agreement, you shall not use the Mobile Application.
2.5. By accepting this Agreement, you also acknowledge and agree to the soft-taxi Privacy Policy governing the processing of confidential data, available at https://soft-taxi.com.
2.6. By accepting this Agreement, the Partner acknowledges and agrees that any information accessed by the Partner in connection with this Agreement shall be used by the Partner independently, at the Partner’s own discretion, and at the Partner’s own risk. If the Partner uses the Mobile Application in the course of conducting business activities, the Partner shall, where required, register as a business entity in accordance with the laws of the Republic of Kazakhstan and comply with all applicable laws of the Republic of Kazakhstan governing the provision of the relevant Services, including, but not limited to: the Civil Code of the Republic of Kazakhstan; the Law of the Republic of Kazakhstan No. 274-IV “On Protection of Consumers’ Right” dated May 4, 2010; the Law of the Republic of Kazakhstan No. 202-V “On Permits and Notifications” dated May 16, 2014; the Law of the Republic of Kazakhstan No. 194-V “On Road Traffic” dated April 17, 2014; the Law of the Republic of Kazakhstan “On Road Transport” dated July 4, 2003; Order No. 349 of the Acting Minister of Investment and Development of the Republic of Kazakhstan “On Approval of the Rules for the Carriage of Passengers and Baggage by Road Transport” dated March 26, 2015; applicable occupational health and safety requirements; and other applicable regulatory legal acts of the Republic of Kazakhstan.
3. Subject of the Agreement
3.1. Subject to the terms and conditions of this Agreement, soft-taxi grants the Partner the right to use the Mobile Application under a non-exclusive license in the manner provided for in this Agreement, and the Partner agrees to pay soft-taxi the license fee in the amount and in the manner specified herein.
soft-taxi does not operate as a taxi information and dispatch service and does not assign Orders to Partners, monitor the fulfillment of Orders, or perform any other functions of a taxi information and dispatch service. soft-taxi does not assign Partners to specific Orders. The Partner independently determines whether to accept any particular Order.
3.2. The Mobile Application may be used solely within the territory of the Republic of Kazakhstan.
4. soft-taxi Warranties
4.1. soft-taxi warrants that:
4.1.1. it has all rights necessary to perform its obligations under this Agreement;
4.1.2. the performance of this Agreement by the Parties will not result in the infringement of any third-party intellectual property rights;
4.1.3. it is not bound by any agreement that could prevent the Partner from using the Mobile Application under the terms set forth in this Agreement;
4.1.4. it has not taken and will not take any actions that would prevent the Partner from using the Mobile Application under the terms set forth in this Agreement.
5. Methods and Procedure for Using the Mobile Application
5.1. The Partner shall use the Mobile Application solely to support the fulfillment of Orders and the provision of Services. Any actions taken by the Partner in connection with the use of the Mobile Application shall be consistent with the purposes set forth above.
5.2. The Partner shall not:
5.2.1. modify, reproduce, copy, adapt (including by translation), distribute (including by sale, lease, rental, or otherwise), publish, or alter the Mobile Application, in whole or in part;
5.2.2. decompile, disassemble, decrypt, or otherwise attempt to extract the object code of the Mobile Application and its components for the purpose of using them in a manner not expressly specified in this Agreement that would allow unauthorized access to the Mobile Application or the algorithms incorporated therein;
5.2.3. take any action aimed at disrupting the operation of the Mobile Application, attempt to gain unauthorized access to the administration of the Mobile Application or its restricted sections (including sections accessible only to soft-taxi), or take any other similar action;
5.2.4. transfer to third parties the rights granted to the Partner to use the Mobile Application, including the login and password, whether by entering into a sublicense agreement or otherwise;
5.2.5. take any other action or use the Mobile Application in any other manner not expressly provided for in this Agreement.
6. Procedure for Registration in the Mobile Application
6.1. To obtain the right to use the Mobile Application, it is necessary to complete the registration procedure. Registration shall be carried out by the Partner independently via the Internet, through the Mobile Application or the soft-taxi website.
6.2. Registration in the Mobile Application constitutes full and unconditional acceptance of the terms of this Agreement.
6.3. During the registration process, soft-taxi may require the submission of documents confirming the accuracy of the provided information.
6.4. Registration is performed at the sole discretion of soft-taxi. The submission of documents and information required for registration does not obligate soft-taxi to complete the registration process.
6.5. The registration procedure is completed upon the assignment of a user identification number (login) and a password required for authorized access to the Mobile Application.
The user identification number (login) and password shall be sent by soft-taxi to the mobile phone number provided during the registration process. The Partner shall not transfer their login and password to any third party, nor use the login and password of any another person. Any actions taken by a person who logs in to the Mobile Application using the applicable login and password shall be deemed to have been taken by the corresponding Partner, unless that Partner proves otherwise.
6.6. Personal data and documents requested by soft-taxi during the registration process are required exclusively for the purpose of verifying the accuracy of the provided information and shall not be retained by soft-taxi after the completion of the registration procedure.
6.7. Depending on the type of Services provided by the Partner, soft-taxi stores and uses certain data regarding persons registered in the Mobile Application that neither identifies such persons nor constitutes personal data. In particular, soft-taxi stores the following data:
6.7.1. User name. The user name shall be the first name of the individual as specified in their identity document (excluding the last name and patronymic). If the name is difficult to pronounce when transliterated from a particular national language, an equivalent name used by the individual in the Republic of Kazakhstan may be used as the user name.
6.7.2. The make and color of the vehicle and the numeric portion of its state registration plate (if the nature of the Services provided by the Partner involves the use of a vehicle);
6.7.3. The mobile phone number provided during registration.
6.8. soft-taxi may request the Partner to provide identification documents and photographs of the Partner if there are grounds to believe that the Partner has transferred the login and password to another person. The frequency and grounds for verifying that the login and password are actually used by the Partner shall be determined by soft-taxi at its sole discretion without requiring the Partner’s consent. Following the completion of such verification, the data provided by the Partner shall not be retained by soft-taxi and shall be deleted without the possibility of recovery.
6.9. By registering in the Mobile Application, the Partner consents to the processing of their personal data in cases where such consent is required under the Law of the Republic of Kazakhstan No. 94-V “On Personal Data and Their Protection” dated May 21, 2013, and also consents to receive informational messages, including advertising, by any means, including telephone calls and messages and messages sent through Internet messaging applications (Viber, WhatsApp, Telegram, and similar applications), where and to the extent such consent is required under the laws of the Republic of Kazakhstan governing advertising.
6.10. By registering in the Mobile Application, the Partner, in accordance with Part 1 of Article 145 of the Civil Code of the Republic of Kazakhstan, grants soft-taxi consent to publish and further use their image (photograph) for the purpose of providing it to the User as part of the information regarding the person who has accepted the Order for fulfillment.
7. RIGHTS AND OBLIGATIONS OF THE PARTIES
7.1. soft-taxi may:
7.1.1. require the Partner to use the Mobile Application in the manner and by the methods set forth in this Agreement;
7.2.1. enter into agreements with third parties granting the right to use the Mobile Application on terms similar to those hereof, including in the same territory where the right to use the Mobile Application has been granted to the Partner;
7.1.3. suspend the Partner’s right to use the Mobile Application if the balance of the Partner’s Personal Account is zero or negative;
7.1.4. suspend the Partner’s right to use the Mobile Application if soft-taxi receives documents indicating that information obtained through the Mobile Application has been used unlawfully. The Partner’s right to use the Mobile Application shall be suspended based on final and binding court decisions and rulings establishing the fact of a violation committed by the Partner. Such documents shall be provided in their original form or as copies certified by the relevant court. The Partner’s right to use the Mobile Application shall remain suspended until the Partner eliminates the identified violations;
7.1.5. suspend or terminate the Partner’s right to use the Mobile Application in the event of a repeated and/or material breach by the Partner of the Service Rules posted in the Mobile Application and/or the terms of this Agreement;
7.1.6. record telephone conversations with the Partner for the purpose of internal quality control;
7.1.7. perform scheduled maintenance and implement changes to the operation of the Mobile Application. During such maintenance, the functionality of the Mobile Application may be limited;
7.1.8. if a User leaves property in the Partner’s vehicle, provide the User with the Partner’s telephone number to facilitate the prompt return of the lost property;
7.1.9. take any other actions that do not conflict with the applicable laws of the Republic of Kazakhstan or this Agreement.
7.1. soft-taxi shall:
7.2.1. grant the Partner the right to use the Mobile Application and ensure the operability of the Mobile Application;
7.2.2. ensure the uninterrupted and continuous operation of the Mobile Application throughout the term of this Agreement, except during scheduled maintenance;
7.2.3. promptly credit the Partner’s payments to their Personal Account;
7.2.4. promptly detect and prevent attempts to gain unauthorized access to information provided by the Partner, and prevent the disclosure of such information to persons not directly involved in the relationship between the Parties;
7.2.5. not modify or edit the Partner’s information without the Partner’s consent.
7.3. The Partner may:
7.3.1. use the Mobile Application in the manner and by the methods set forth in this Agreement;
7.3.2. require soft-taxi to grant the right to use the Mobile Application in accordance with the terms of this Agreement, including the provision of technical support and consultations.
7.4. The Partner shall:
7.4.1. pay remuneration to soft-taxi in the manner and within the timeframes set forth in this Agreement;
7.4.2. fulfill the accepted Order in accordance with its terms;
7.4.3. immediately notify soft-taxi of any changes to the account details previously provided to soft-taxi, as well as of any circumstances that make the performance of Orders impossible;
7.4.4. keep secure the information required to access the Mobile Application (login and password) and take all necessary measures to prevent third parties from accessing the Mobile Application using the Partner’s login and password;
7.4.5. comply with all mandatory instructions posted in the relevant sections of the Mobile Application when fulfilling Orders;
7.4.6. the Partner shall not accept cash for transportation, including cash intended to be transferred to any person or credited to an account through payment terminals, or, at the User’s request, transfer non-cash funds, withdraw funds or subsequently hand over them to any person.
8. Procedure for Determining the Cost of Services
8.1. The Cost of Services shall be determined automatically based on the parameters of a specific order (type of vehicle, transportation distance, type, weight, and volume of the cargo to be transported, loading and unloading time, etc.), as well as the average cost of similar Services established in the Partner’s region of operation.
8.2. If the calculated Cost of Services do not correspond to the cost established by the Partner, the Partner shall have the right to decline the Order.
8.3. By accepting an Order, the Partner unconditionally and irrevocably agrees to the offered cost of the Services. soft-taxi may impose penalties on the Partner, including the termination of the right to use the Mobile Application, if the Partner unilaterally changes the cost of the Services after accepting the Order or fails to fulfill the accepted Order.
8.4. The User may increase the Cost of Services.
9. Remuneration of soft-taxi
9.1. In consideration for the right to use the Mobile Application, the Partner shall pay soft-taxi a fee in the amount and on the terms set forth in this Agreement.
9.2. The remuneration for the right to use the Mobile Application shall be calculated as a percentage of the Partner’s income (revenue).
9.3. The amount of remuneration shall be specified in the information about the Order accepted by the Partner in the Mobile Application.
9.4. The amount of remuneration shall be determined unilaterally by soft-taxi. The Partner shall review the amount of remuneration prior to accepting an Order and, if the Partner does not agree to it, they may decline such Order. The Partner’s acceptance of an Order constitutes consent to the specified amount of remuneration.
9.5. The remuneration shall be paid on a prepayment basis, with the Partner depositing funds into the Partner’s Personal Account in an amount determined by the Partner.
9.6. The remuneration shall be paid by debiting the Partner’s Personal Account in an amount equal to the remuneration upon acceptance of the Order.
9.7. The Personal Account shall be replenished by making advance payments using bank cards, through self-service payment terminals, or by transferring funds to soft-taxi’s bank account.
10. Liability of the Parties
10.1. Liability of soft-taxi:
10.1.1. soft-taxi shall be liable for the performance of its obligations under the laws of the Republic of Kazakhstan.
10.1.2. soft-taxi shall not be liable for any complete or partial interruption of the Mobile Application resulting from the replacement of hardware or software, or the performance of other scheduled maintenance required to maintain the operability and improve the technical infrastructure of soft-taxi.
10.1.3. soft-taxi shall not be liable for any interruptions in the operation of the Mobile Application caused by failures of software or hardware not owned by soft-taxi.
10.1.4. soft-taxi shall not assume any obligation to compensate for any damages, including lost profits, caused by the Partner to third parties, including Users.
10.1.5. soft-taxi shall not be liable to the Partner for any actions of third parties, including Users, that result in any damages to the Partner, including lost profits.
10.2. Liability of the Partner:
10.2.1. The Partner shall be liable for the performance of its obligations under the laws of the Republic of Kazakhstan.
10.2.2. The Partner shall be solely responsible to the User for the proper provision of the Services and for any damage caused by the Partner, including the loss of or damage to the User’s property.
10.2.3. The Partner shall be liable for any damages caused to third parties, whether arising out of or unrelated to the performance of an Order. In such cases, soft-taxi may act as an intermediary between the Partner and the User to facilitate the prompt resolution of disputes.
10.2.4. In the event that soft-taxi makes any payments to Users due to the improper provision of the Services by the Partner (its employees and/or contractors), the Partner shall compensate soft-taxi for any losses incurred as a result. Such compensation shall be made by deducting the corresponding amount from the Partner’s Personal Account.
10.2.5. If the Partner commits any acts subject to penalty sanctions provided by soft-taxi, the applicable penalty shall be deducted from the Partner’s Personal Account and paid to soft-taxi. The list of violations and applicable penalties is available in the Mobile Application. If there are insufficient funds in the Partner’s Personal Account, penalties accrued during the relevant reporting period shall constitute a debt owed by the Partner and shall be paid on a priority basis when the Partner replenishes the Personal Account.
11. Force Majeure
11.1. The occurrence of a force majeure event shall release the Parties from liability. For purposes of this Section, “force majeure” means the circumstances specified in Article 359 of the Civil Code of the Republic of Kazakhstan.
11.2. A Party affected by a force majeure event shall immediately notify the other Party in writing of the occurrence, nature, and anticipated duration of the force majeure event, as well as the specific obligations whose performance is prevented thereby.
11.3. A Party affected by a force majeure event that fails to provide such notice may not subsequently rely on the force majeure event as grounds for release from liability.
12. Dispute Resolution Procedure
12.1. The Parties shall take all measures to amicably resolve through negotiations any disputes or disagreements that may arise out of this Agreement.
12.2. The time limit for responding to claims and submitting documents aimed at the amicable settlement of disputes and disagreements shall not exceed seven (7) business days from the date the Party receives such claims or the need to submit the specified documents arises.
12.3. If the Parties fail to resolve any dispute or disagreement through negotiations, such dispute or disagreement shall be submitted to the court at the location of soft-taxi.
13. Amendments to this Agreement
13.1. soft-taxi amends this Agreement unilaterally by posting the relevant amendments on the soft-taxi website. Such amendments shall become effective seven (7) calendar days after they are posted on the website.
13.2. Once effective, any amendments to this Agreement shall apply to all persons using the Mobile Application, including those who began using the Mobile Application before the effective date of the amendments. If the Partner does not agree to the amendments, they shall cease using the Mobile Application and notify soft-taxi thereof.
14. Intellectual Property
14.1. If soft-taxi places its advertising materials on the Partner’s vehicle (vehicle branding), the Partner shall not simultaneously display any other elements, wording, trademarks, or symbols together with such advertising, except as required by the applicable laws of the Republic of Kazakhstan.
15. Special Terms
15.1. This Agreement does not transfer any exclusive rights to the Mobile Application to the Partner.
15.2. This Agreement does not require the Parties to issue and sign bilateral statements of work performed.
15.3. The Partner hereby grants soft-taxi consent to conduct marketing campaigns and other similar activities at its sole discretion, which involve providing discounts on Services to Users. The Partner’s expenses for providing such discounts shall be fully reimbursed by soft-taxi through a corresponding reduction in the amount of the remuneration payable to soft-taxi.
15.4. The terms and conditions of this Agreement shall apply to all persons registered in the Mobile Application, unless otherwise provided by a separate agreement between the Parties. If the Parties enter into a separate agreement, the terms and conditions of such agreement shall govern the legal relationship between the Parties.