These Terms are between the Zyrexos platform operator identified in the applicable order form and the subscribing customer.
1. Agreement
These SaaS Terms govern access to Zyrexos by the customer identified in an order form, proposal or subscription checkout. Together, the order form, these Terms and any referenced data-processing or service documents form the agreement. If there is a conflict, the order form controls for the specific commercial terms it addresses.
2. Business use and authority
Zyrexos is provided for business use. The person accepting the agreement confirms that they have authority to bind the customer. The customer is responsible for its authorised users, account activity and the accuracy of information provided.
3. Service and subscriptions
We grant the customer a limited, non-exclusive, non-transferable right to use the subscribed service during the subscription term. Features, ride allowances, overage rates, implementation scope, support level and optional modules are set out in the applicable order form or plan description.
4. Fees, taxes and payment
Fees are payable in the currency and on the schedule stated in the order form. Published prices exclude applicable taxes unless expressly stated otherwise. The customer is responsible for taxes, bank charges and usage beyond included allowances. Late amounts may result in suspension after appropriate notice, subject to applicable law.
5. Acceptable use
The customer must not misuse the service, bypass access controls, interfere with service operation, introduce malicious code, conduct unlawful surveillance, infringe rights, attempt unauthorised access, reverse engineer except where law prohibits restriction, resell the service without agreement, or use it in violation of transport, employment, privacy, consumer or other applicable laws.
6. Customer data
The customer retains its rights in data submitted to Zyrexos. The customer grants us permission to host, process, transmit and display that data as needed to provide, secure and support the service. The customer is responsible for having appropriate notices, permissions and lawful grounds for passenger, driver, employee and partner data it provides.
7. Privacy and data processing
Each party will comply with applicable privacy and data-protection obligations. Where we process personal data on the customer’s documented instructions, the parties may enter a separate data-processing agreement if required. Our Privacy Notice describes processing where we act as controller.
8. Third-party services
The service may connect with maps, payments, communications, flight information, app stores or other third-party services. Those services are governed by their own terms. We are not responsible for third-party changes, outages or data outside our control, but will use reasonable efforts to manage supported integrations.
9. Intellectual property
Zyrexos and its licensors retain all rights in the platform, software, documentation, branding and improvements. No rights are granted except those expressly stated. Feedback may be used to improve our products without restriction or payment, provided it does not identify the customer publicly without permission.
10. Confidentiality
Each party will protect the other’s non-public information using reasonable care and use it only for the agreement. Confidentiality does not cover information already lawfully known, independently developed, publicly available without breach, or received lawfully from another source. Required disclosures may be made where legally compelled.
11. Availability, support and changes
We aim to provide a reliable service but do not promise uninterrupted operation unless a separate service-level agreement says otherwise. Maintenance, security needs, third-party dependencies and events outside reasonable control may affect availability. We may improve or modify features while preserving the overall purpose of a paid service during its term.
12. Suspension
We may suspend access where reasonably necessary to address a security risk, unlawful use, material breach, non-payment or risk to the service or other users. Where practical and lawful, we will give notice and work with the customer to restore access.
13. Term and termination
The subscription begins and renews as stated in the order form. Either party may terminate for an uncured material breach after reasonable written notice, or for insolvency where permitted. On termination, access ends and outstanding fees become due. Provisions intended to survive will continue.
14. Data export and deletion
Before the subscription ends, the customer should export data using available functions or an agreed process. Following termination, we may delete customer data after a reasonable retrieval period, subject to legal retention, backup cycles and an applicable data-processing agreement. Additional migration assistance may be separately charged.
15. Warranties and disclaimers
Each party warrants it has authority to enter the agreement. We will provide the service with reasonable skill and care. Except as expressly stated and to the maximum extent permitted by law, the service is provided without implied warranties and is not a substitute for the customer’s operational, safety, legal or regulatory judgment.
16. Liability
To the maximum extent permitted by law, neither party is liable for indirect, incidental, special or consequential loss, or lost profits, revenue, goodwill or data. Each party’s aggregate liability arising from the agreement will not exceed fees paid or payable for the service during the 12 months before the event giving rise to the claim. Limits do not apply where they cannot lawfully apply, including fraud or wilful misconduct.
17. Indemnity
The customer will defend and indemnify us against third-party claims arising from unlawful customer data, the customer’s misuse of the service or its breach of section 5, subject to prompt notice and reasonable cooperation. Any intellectual-property protection offered by us must be stated in the order form.
18. Changes to terms
We may update these Terms for legal, security or service reasons. Material changes affecting an active subscription will be notified in advance where practical. Changes do not retroactively reduce rights already accrued.
19. Notices
Contract notices must be sent using the contact details in the order form. General questions may be sent to info@zyrexos.com. Electronic notices are permitted where allowed by law.
20. Governing law and general
Unless the order form states otherwise, the agreement is governed by the applicable laws of the United Arab Emirates, and disputes are subject to the competent courts of the emirate or free-zone jurisdiction identified in the order form. Neither party may assign the agreement without consent, except in connection with a corporate reorganisation or sale. Invalid provisions will be adjusted or severed without affecting the remainder. Delay in enforcement is not a waiver. The agreement is the entire agreement on its subject.