1. Service description

1.1 Customer dashboard for self-serve management;

1.2 Passenger app allowing for tracking, booking of transport, amending bookings and receipt of push notifications;

1.3 Driver app allowing for boarding and disembarking passengers;

1.4 E-mail technical support for customer ;

1.5 Proactive route analysis from the Customer’s date of first service on the relevant route;

1.6 Access to Kura’s microsite with support information and training videos;

1.7 Customer training

1.8 Driver training

1.9 Assigned Key Account Manager;

1.10 Annual service review meeting;

1.11 Annual service review reports;

2. Kura obligations

 2.1 Kura shall permit passengers to download, install and use Kura’s passenger app.

2.2 Kura shall permit coach drivers to download, install and use Kura’s drivers app.

2.3 Following the first use of the Software by a coach driver on a route agreed by Kura and the Customer, Kura shall provide to the Customer an analysis of the route and journey taken by the driver. Such analysis may contain recommendations for improving service on the specific route.

2.4 Kura shall appoint a member of its personnel to serve the Customer as its Key Account Manager. The Key Account Manager shall act as the Customer’s first point of contact for any queries relating to the Services.

2.5 No earlier than one year from the Date of Agreement [and annually thereafter], Kura shall offer to the Customer a service review meeting to review and assess the   provision of the Services. The meeting shall take place on a date and at a location agreed between the parties in writing.

2.6 No earlier than one year from the Date of Agreement [and annually thereafter], Kura shall provide to the Customer a service review report consisting of statistical and analytics insights into the Services provided throughout the relevant period. The service review report shall be delivered to the Customer’s registered email address or by any alternative means agreed between the parties.

3. Customer obligations

 3.1 The Customer shall ensure that Kura has been provided with details and materials necessary for the supply of Services, and that such details and materials kept by Kura are kept up-to- date.

3.2 The Customer shall use the Services in accordance with the Agreement and any additional instructions and directions given to the Customer by Kura.

3.3 The Customer shall report to Kura any increase in the number of Authorised Users no later than 30 days of such increase.

3.4 The Customer shall ensure that its Authorised Users have been provided the necessary training, including access to Kura’s support content.

3.5 The Customer shall be solely responsible for its and its Authorised Users’ use of the Services.

4. Grant of rights

4.1 Due to the nature of this Call-off Contract, Kura allows the Customer to provide access to the Software to its customer Commercial Estates Group (CEG) via its contract with CEG.  Outside of this arrangement, subject to terms of the Agreement, Kura grants to the Customer a non-exclusive, non- transferable, non-assignable, non-perpetual, royalty free, worldwide, limited right to use the Software during the Term solely for the purpose of organising, managing and operating Customer’s passenger ’ transport. The Customer may allow its Authorised Users to use the Software for this purpose and the Customer will be responsible for such Authorised Users’ compliance with the Agreement. Customer’s right to use the Software shall terminate upon expiration of the Term.

4.2 The Customer may make copies of the Software solely to support the use of the Services and allow its Authorised Users to do so. Copies must be true and complete copies (including copyright and trademark notices) and be made from a Kura approved media or a network source. The Customer may use a third party to make and install these copies, but the Customer agrees that it will be responsible for that third party’s actions. The Customer agrees to use reasonable efforts to make its Authorised Users aware that Software is the intellectual property of Kura and subject to the terms of this Agreement.

4.3 The ability to use the Software may be affected by certain minimum system requirements. By entering into the Agreement the Customer acknowledges that the Customer has been informed about such minimum system requirement and accepts that Kura shall not be responsible or liable for any failure to provide the Services which results from or occurs in connection with the Customer’s failure to implement such minimum system requirements.

4.4 The Customer shall not reverse engineer, decompile or disassemble the Software, except where applicable law permits it despite this limitation. The Customer shall not rent, lease, lend, resell, or host to or for third parties any part of the Software. Third party technology that may be appropriate or necessary for use with the Software is specified in the Kura Materials or ordering document as applicable. The Customer’s right to use such third-party technology is governed by the terms of the third-party technology licence agreement specified by Kura and not under the Agreement.

4.5 The Customer shall not:

1. license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the Services, the Software or materials available, to any third party other than, as expressly permitted under the terms of the
2. remove or modify any program markings or any notice of Kura’s or its licensors’ proprietary rights;
3. make the programs or materials resulting from the Services available in any manner to any third party for use in the third party’s business operations (unless such access is expressly permitted for the specific program license or materials from the Services which the Customer has acquired);
4. modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Software (the foregoing prohibition includes but is not limited to review of data structures or similar materials produced by the Software), or access or use the services in order to build or support, and/or assist a third party in building or supporting, products or services competitive to Kura;
5. disclose results of any services or program benchmark tests without Kura’s prior written

 

5. Acceptable Use

 5.1 The Customer may not:

1. use the Software in any way that harms Kura or its Affiliates, resellers, distributors and/or vendors, or any customer of any such party, or the Software or other customers;
2. engage in, facilitate, or further unlawful conduct;
3. damage, disable, overburden or impair the Software (or the networks connected to the Software) or interfere with anyone’s use and enjoyment of the Software;
4. resell or redistribute the Software, or any part of the Software, unless the Customer has a contract with Kura that permits it to do so;
5. use any portion of the Software as a destination linked from any unsolicited bulk messages or unsolicited commercial messages;
6. use any unauthorised automated process or service to access and/or use the Software (such as a BOT, a spider, periodic caching of information stored by Kura or “meta- searching”), however, periodic automated access to the Software for report creation or scheduling is permitted;
7. use any unauthorised means to modify or reroute, or attempt to modify or reroute, the Software or work around any of the technical limitations in the Software;
8. modify, create derivative works from, reverse engineer, decompile or disassemble or otherwise attempt to discover any trade secret contained in the Software or in any technology, or system used by Kura in connection with providing the Software, except and only to the extent that applicable law expressly permits the Customer to do so despite this limitation;
9. create Internet “links” to the Software or “frame” or “mirror” any content of the Software to give the impression that the Customer is offering all of the functionality of the Software as its service located on its own servers;
10. build a product or service using similar ideas, features, functions or graphics of the Software; or
11. copy any ideas, features, functions or graphics of the Software.

5.2 Customer’s breach of any provision of clause 5.1 shall be considered a material breach of the Agreement.

5.3 Limits on Service. Kura may establish limits on the use of the Software. For example, it may limit the number of days the Software will retain any content that Kura, the Customer or its Authorise Users provide, the number and size of messages that the Customer may send or receive through the Software, the maximum storage space on Kura’s servers available to the Customer, the number of service accounts which the Customer may use, how long Kura retains an inactive user account (one where the Customer does not sign in to the Software for an extended period of time); the number of transactions the Customer can conduct through the Software, and the number of asynchronous transactions that can be executed with an organization

5.4 Use of Other Kura Services. The Customer may need to use certain Kura websites, applications, or services to access and use the Software. If so, the terms of use associated with those websites or services, as applicable, apply to the Customer’s use of them.

5.5 Authorised Third Party Product and Services. Kura may make products and services from authorised third parties available to the Customer its use of the Software or Service. These third-party services are the responsibility of the third party, not Kura. The third-party service providers may require the Customer to accept additional terms and conditions and/or pay a fee in order to use their services. Those additional terms and conditions are between the Customer and the third party. Any third party’s use of information the Customer provides as part of using their service is subject to the privacy statements and practices of that third party and/or their suppliers. Kura encourages the Customer to review the privacy statement of these third-party providers. Kura is not responsible for the privacy statements or privacy practices of these third-party providers or their suppliers.

5.6 Unauthorised Third Party Software. The Customer is solely responsible for any third-party software or files installed by the Customers employees or agents in or used with the Software. Kura is not a party to and is not bound by any terms governing the Customer’s use of such third-party software. The Customer acknowledges that it will direct and control the installation in and use of such software with the Software. Kura will not run or make any copies of third party software licensed by the Customer except to support the Customer’s use of the Software. The Customer may not install or use the third-party software in any way that would subject Kura’s intellectual property or technology to obligations beyond those included in the Agreement. Kura does not, and will not have any obligation to, provide technical or other support for any third-party software. Kura does not make any representation or guarantee that any third-party software will operate successfully with the Software or continue performing after an update, upgrade, services patch, support fix or platform migration has been made to the Software.

6. Implementation

 6.1 The Customer shall supply to Kura the data required by Kura to implement the Software and commence supply of the Services, including details of Passenger Users, , drivers and any other Authorised Users.

6.2 Following the supply of the required data in the required format, Kura shall:

1. create the organisation profile for purposes of using the Software;
2. create and set up various user groups, including admin, and driver groups;
3. import initial data of Authorised Users, including Passenger Users
4. provide initial route building; and
5. provide email support to Passenger Users for initial 2-weeks’

The Customer shall co-operate with Kura in connection with the implementation of the Software, and in all other respects, such that there is a seamless implementation of the Services with minimal disruption to the Customer’s operations.

7. Training

 

Kura shall provide to the Customer:

• initial training for Customer’s Authorised Users and drivers, to take up to 1 working day (excluding travel time);
• follow-up training for Authorised Users and drivers, to take place as agreed between the parties in writing;
• access to training materials for Authorised Users and drivers; and
• access to frequently asked questions for Passenger

The parties shall agree details of any additional training in advance in writing. Any additional training shall generally be charged to the Customer based on the Consultancy Day Rate specified in the Order Form or call-off agreement.

8. Support

 

Subject to clause 5.2(e), Kura shall provide email support to the Customer’s Authorised Users, excluding Passenger Users.

Kura shall provide email support between 9 a.m. and 5 p.m. on Business Days.

Kura shall allow the Customer and its Authorised Users to submit queries to Kura’s knowledge portal [available at https://ridekura.zendesk.com/hc/en-gb].]

Kura will use commercially reasonable efforts to promptly respond to each enquiry within 24 hours on Business Days. If the end of the 24-hour period for response falls on a day which is not a Business Day, Kura may respond to the enquiry on the following Business Day.

Kura shall use commercially reasonable efforts to promptly resolve each enquiry. Actual resolution times will depend upon the nature of the case and the resolution. A resolution may consist of a fix, workaround or other solution in the Kura’s reasonable determination.

Kura must be able to reproduce errors in order to resolve them. The Customer agrees to co- operate and work closely with Kura to reproduce errors, including conducting diagnostic or troubleshooting activities as reasonably required and appropriate. Authorised Users may also be asked to provide access to their account and/or desktop system for troubleshooting purposes.

Kura is not obliged to provide support if there has been any modification of the Software by any person other than Kura or approved by Kura.

If analysis and diagnostic work is provided by Kura to the Customer at the request of the Customer but it is discovered that the problem in issue is caused other than by an error or defect in the Software, Kura reserves the right to charge the Customer at its then current Consultancy Day Rate for any time in excess of 30 minutes spent on such work.

The Customer shall not write data to the files or database used by the Software by any means other than the standard Kura routines available with the Software.

To provide support, Kura requires remote access to the Customer’s environment for the purposes of investigation and rectification. If the Customers refuses such remote access, then Kura will not be deemed to have failed to deliver support.

If Kura is requested by the Customer to attend the Customer’s location to provide support then the Customer agrees to pay any expenses or costs incurred by Kura in attending that location.

The Customer acknowledges and agrees that the provisions of this clause 7 do not apply to training; assistance with non-Kura products, services or technologies; and assistance with the hardware, network or any computing peripherals.

9. Remedies

 

The Customer acknowledges that Kura shall not be responsible for any delay resulting or losses arising to the Customer or any drivers from Customer’s delay in supplying details or data required for supplying the Services, including implementation of the Software.

If Kura is unable to respond to an enquiry and/or resolve an issue within 24 hours, Kura will use commercially reasonable efforts to provide the Customer or the enquirer with a remediation plan setting out the steps Kura will take in responding to the enquiry and/or resolving the issue, together with the relevant time estimates.

In case of any issues concerning Kura’s performance of its obligations under the Agreement, the Customer shall take up the relevant issue with the dedicated Key Account Manager. If the Key Account Manager is unable to resolve the Customer’s issue, the Customer may escalate it to the Operations Director [OR] Kura’s representative who signed the Agreement. The parties shall review any issues with the Services and their resolution at service review meetings.

The Customer agrees that the above remedies shall be the Customer’s sole and exclusive remedy in respect of the Services.