Terms of Service

We are Transport2 (UK) Limited trading as Kura, registered in England and Wales with company number 07238769 and registered address at S C House, Vanwall Road, Maidenhead, England, SL6 4UB. Any reference to (“we”, “us”, and “Kura”) is a reference to Transport2 (UK) Limited.

To contact us, please telephone our customer service team at +44 (0)203 397 8405 or e-mail [email protected]. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us during your registration with us.

The purpose of these Terms of Service (“Terms”) is to provide a single set of terms and conditions under which we may provide various technology services to customers.

Please read this document carefully. By entering into the Agreement with us you agree to be bound by its terms.

1. DEFINITIONS

“Affiliate” means, with respect to a party, any entity, which directly or indirectly Controls, is Controlled by, or is under common Control with such party when “Control” means ownership or control, directly or indirectly, of more than 50% of the voting interests of the subject entity.

“Agreement” means the contract for the supply of Services entered into by the Customer and Kura, that consists of the Order, these Terms, and/or any additional terms and conditions agreed in writing between the Customer and Kura.

“Authentication Credentials” means account usernames and passwords and other means of identification provided by Kura to the Customer to be used to identify Admin Users.

“Admin User” means an identified administrator user issued with account usernames and passwords being an employee or contractor of the Customer.

“Charges” means any charges payable by the Customer for the supply of the Services in accordance with clause 5.

“Customer” means the entity that purchases the Services from Kura. If an individual enters into the Agreement on behalf of an organisation or other legal entity, such individual represents that he or she has the authority to bind such entity to the Agreement.

“Data Processing Agreement” means the then current terms describing Kura’s data processing and security obligations with respect to personal data as stated at www.ridekura.com/data-processing-agreement/.

“Documentation” means the specification applicable to the Services made available to the Customer by Kura, as updated from time to time, accessible at ridekura.com/level-features.

“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

“Order” means the online order specifying the Services and applicable number of Passenger Users from time to time.

“Passenger User” means a passenger user whose travel may be observed through the Service.

“Services” means the services as set out in the Order.

“Service User” means a user who observes the travel of a Passenger User through the Service.

“Term” means the period of time during which the Customer, Admin Users, Service Users and Passenger Users may access the Services as specified in the Order.

“Terms” means these Terms of Service.

“User Subscriptions” means the user subscriptions purchased by the Customer which entitle Passenger Users to benefit from the Services in accordance with the Agreement.

2. BASIS OF CONTRACT

2.1. During the Term, Kura shall supply to the Customer, and the Customer shall pay the fees for User Subscriptions in accordance with the Agreement. An Order will become effective on Kura verifying the Customer’s Order and issuing Authentication Credentials to the Customer by email.

2.2. These Terms apply to the Agreement to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.3. Any advice or recommendation given by Kura or its employees or agents to the Customer or its employees or agents as to the implementation or use of the Services which is not confirmed in writing by Kura is followed or acted upon entirely at the Customer’s own risk, and accordingly Kura shall not be liable for any such advice or recommendation which is not so confirmed.

2.4. Any typographical, clerical or other error or omission in any sales literature, quotation, Order, price list, acceptance of offer, invoice or other document or information issued by Kura shall be subject to correction without any liability on the part of Kura.

2.5. Kura may, at its sole discretion, make Service(s) available to customers in the education sector free of charge (the “Essential Service Tier”). Kura will verify a potential customer’s status as an educational institution prior to providing Authentication Credentials to access the Essential Service Tier. Kura may notify the Customer of additional terms and conditions applicable to the Essential Service Tier and the Customer accepts such terms and conditions shall be legally binding. The Customer agrees that notwithstanding any other provision of this Agreement the Essential Service Tier is made available “as-is” and without any warranty and Kura may at its sole discretion terminate the Essential Service Tier at any time on six months notice to the Customer.

2.6. Kura may, at its sole discretion, provide the Customer will access to free trial or beta features. Kura may notify the Customer of additional terms and conditions applicable to such free trial or beta features and the Customer accepts such terms and conditions shall be legally binding. The Customer agrees that notwithstanding any other provision of this Agreement free trial and beta features are made available “as-is” and without any warranty and Kura may at its sole discretion terminate access to free trial or beta features at any time.

3. SUPPLY OF SERVICES
3.1. Kura shall make the Services available to the Customer, Admin Users, Service Users and Passenger Users on a non-exclusive, non-transferable, revocable basis during the Term. The Services are purchased as User Subscriptions and the Customer’s right and ability to use the Services will depend on the type, level and length of subscription Service purchased by the Customer as identified on an Order and described in the Documentation.
3.2. Kura warrants that the Services will conform in all material respects to the Documentation. Except as expressly stated in this Agreement, all other warranties, conditions and terms (whether express or implied by statute, common law or otherwise) are excluded to the fullest extent permissible by law.
3.3. Kura shall be entitled to change the Services during the Term unless such changes determine a material reduction of the Services as originally provided at the effective date of the Order. Kura shall be entitled at any time to change or update the Services in case of: (i) improvements or updates necessary to fix defects, bugs, malfunctioning or errors of the Services; and/or (ii) to cure security vulnerabilities; and/or (iii) the application of any new laws, regulations, acts or orders of authorities.
3.4. Kura accepts no responsibility for use of the Services other than in accordance with the Documentation, Kura’s prior written instructions and/or the terms of the Agreement.

4. CUSTOMER’S OBLIGATIONS

4.1. The Customer shall:
4.1.1. comply with all applicable laws and regulations with respect to its activities under the Agreement;
4.1.2. obtain and maintain all necessary third party licences and consents in relation to the Customer network and system, its creation and use of content and data; and
4.1.3. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Kura’s data centres, and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.

4.2. The Customer is not granted a licence to use the Services except to the limited extent any Services require the installation of software on the Customer’s systems. The Customer must not attempt to reverse engineer, copy, compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties.

4.3. The Customer agrees and undertakes that:
4.3.1. it will ensure that Admin Users only access and use the Services in accordance with the terms and conditions of the Agreement and the Customer shall be responsible for any Admin User’s breach of the Agreement;
4.3.2. it will use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and notify Kura promptly of any unauthorised access or use;
4.3.3. the maximum number of Passenger Users that access and use the Services shall not exceed the number of User Subscriptions it has purchased from time to time
4.3.4. it will not allow or suffer any User Subscription or Authentication Credentials to be shared or used by more than one individual;
4.3.5. it shall not access the Services for the purpose of building a competitive product or service or copying its features or user interface; and
4.3.6. it shall not use the Services, or permit the Services to be used, for purposes of product evaluation, benchmarking or other comparative analysis of the Services that is to be made publicly available.

4.4. The Customer acknowledges that Kura may audit the Customer’s use of the Services using technical and other means, including but not limited to embedding technology within the Services to monitor the use of the Services, User Subscriptions or Authentication Credentials. The Customer agrees to cooperate with Kura’s audit and provide reasonable assistance and access to information. Any such audit shall not unreasonably interfere with the Customer’s normal operations. If, following such audit, it is found that the Customer uses the Services in excess of their rights (including in excess of the agreed number of Passenger Users), the Customer shall pay to Kura any fees applicable to Customer’s use of the Services in excess of the Customer’s rights within 30 days of the relevant written notification. Failure to pay will be considered a material breach of the Agreement. The Customer acknowledges and agrees that Kura shall not be responsible for any of its costs incurred in cooperating with the audit.

4.5. The Customer may order services for its Affiliates under the Agreement and grant its Affiliates Authentication Credentials to manage the Services. Affiliates may not order services under the Agreement. To the extent the Customer grants any rights to Affiliates, such Affiliates shall be bound by the terms and conditions of the Agreement. The Customer agrees that it is liable for any services purchased for or other actions taken by any of its Affiliates or any third party to which it provides rights under the Agreement.

4.6. In supplying Services to the Customer, Kura may provide to the Customer links to third-party websites. These third-party websites are not under Kura’s control. If Kura has included these links, it provides them as a convenience only. The Customer acknowledges that the inclusion of these links is not an endorsement by Kura of any third-party website, service or product. Kura reserves the right to disable links to any third-party website that the Customer posts in supplying the Services.

5. CHARGES

5.1. The Charges for the Services shall be as set out in the Order and in the Documentation.

5.2. During the Term of a paid subscription the Customer may purchase training and other materials identified in the welcome pack sent to the Customer at the prices set out in the welcome pack or as notified by Kura to the Customer from time to time. Kura will invoice the Customer for the associated Charges and the Customer will pay such invoice within 15 days.

5.3. The Customer shall pay the Charges as set forth in the Order. All Charges are based on User Subscriptions purchased and not actual usage and payment obligations are non-cancellable and the sums paid non-refundable. The Customer shall pay any sales, value-added or other similar taxes imposed by applicable law that Kura must pay based on the Services ordered by the Customer.

5.4. Time for payment shall be of the essence of the Agreement.

5.5. Except to the extent prohibited by law, Kura may impose a late payment charge if the Customer does not pay any invoice on time, regardless of any disputes the Customer may have raised about it. The Customer must pay these late payment charges as and when billed by Kura. The late payment charge will be the lesser of 1% of the unpaid amount each month or the maximum rate that is permitted by law. Kura may use a third party to collect past due amounts. The Customer must pay for all reasonable costs incurred by Kura to collect any past due amounts. These costs may include reasonable legal and other fees and costs. Kura may suspend or cancel the Services or their part if the Customer does not pay in full and on time.

5.6. If the Customer desires to use the Services for more than the total number of User Subscriptions set out in the Order Form, it must place an additional Order for the additional User Subscriptions.

6. INTELLECTUAL PROPERTY RIGHTS

6.1. The Customer acknowledges and agrees that, as between the parties, Kura and/or its licensors own all Intellectual Property Rights in all materials connected with the supply of Services and in any material developed or produced in connection with the Agreement by Kura, its officers, employees, subcontractors or agents. This Agreement does not grant the Customer any rights to such Intellectual Property Rights.

6.2. The Customer grants to Kura an irrevocable, perpetual, worldwide, royalty free licence in respect of any Intellectual Property Rights arising from any Customer materials and Customer data for the purposes of performing the Services.

6.3. The Customer acknowledges and agrees that Kura may use and incorporate into the Services any Customer’s suggestions, ideas, modification requests, feedback or other recommendations related to the Services.

6.4. Kura shall defend the Customer against any claim that the Services infringe any United Kingdom patent, or worldwide copyright, trademark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that: (a) Kura is given prompt notice of any such claim; (b) the Customer provides reasonable co-operation to Kura in the defence and settlement of such claim, at Kura’s expense; and (c) Kura is given sole authority to defend or settle the claim.

6.5. In the defence or settlement of any claim under clause 6.4, Kura may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the Agreement and provide the Customer with a pro rata refund of any prepaid fees for the remainder of the current Term after the date of such termination, but without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

6.6. In no event shall Kura be liable to the Customer to the extent that the alleged infringement is based on: (a) a modification of the Services by anyone other than Kura; or (b) use of the Services in a manner contrary to the instructions given by Kura; or (c) use of the Services after notice of the alleged or actual infringement from Kura or any appropriate authority.

6.7. The foregoing clauses 6.4 to 6.6 states the Customer’s sole and exclusive rights and remedies, and Kura’s (including Kura’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

7. TERM AND TERMINATION

7.1. Renewal. Each Order continues for the Term as specified on the Order. Services will automatically renew for additional periods equal to the initial Term, unless either party gives the other notice of non-renewal before the end of the then current Term.

7.2. New agreement. Prior to ordering additional services, or renewing the Agreement or extending its Term and upon notice, Kura may require that the Customer enter into an updated agreement to govern the supply or usage of services from that date forward.

7.3. Termination by Kura. Kura may terminate the Agreement or cancel or suspend the Customer’s use of the Services or a portion thereof at any time if the Customer commits a material breach of any term of this Agreement, if Kura believes that the Customer’s use of the Service represents a direct or indirect threat to its network function or integrity or anyone else’s use of the Services, or if Kura is otherwise required by law to do so. Kura may also terminate the Agreement if there is a change of control of the Customer. Upon notification by Kura of any such cancellation or suspension, the Customer’s right to use the Services will stop immediately. Cancellation or suspension of the Services for the Customer’s violation of the terms of this Agreement will not change the Customer’s obligation to pay any Charges due for the applicable Term. Kura may also cancel or suspend the Customer’s use of the Services for convenience at any time during the Term. Cancellation or suspension for convenience will only be effective upon six months’ written notice in advance of the end date of the Term.

7.4. Termination by the Customer. The Customer may terminate the Agreement or reduce the number of Passenger Users accessing the Services at the expiry of each Term. The Customer must pay for the period of time between the notice of termination and the end of the current Term.

7.5. Termination by either party. Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if:
7.5.1. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
7.5.2. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
7.5.3. the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy.

7.6. Effect of termination. Upon termination or cancellation of the Services by either party for any reason, Kura may delete the Customer data permanently from its servers. Notwithstanding the foregoing, Kura will keep the Customer data for a period of 30 days before it is deleted from Kura’s servers. The Customer is solely responsible for taking the necessary steps to back up its Customer data and ensure that it maintains its primary means of business.

7.7. Deletion of Customer data. The Customer acknowledges that, other than as expressly described in these terms, Kura will have no obligation to continue to hold, export or return the Customer data . The Customer acknowledges that Kura will have no liability whatsoever for deletion of Customer data pursuant to these terms.

8. DATA PROTECTION AND CONFIDENTIALITY

8.1. Kura and The Customer shall treat the terms and conditions of this Agreement as confidential and shall not disclose them to any third party except in the furtherance of the parties’ business relationship with each other. The parties also agree that each party will keep confidential and not disclose, whether directly or indirectly, any confidential information belonging to the other. In this clause, ‘confidential information’ means all information of a confidential nature (in any form) which is imparted or disclosed to, or otherwise obtained by a party (whether directly or indirectly) including the other party’s know-how, trade secrets, financial, commercial, technical, tactical, strategic, marketing or customer information, employee information, any information agreed to be or marked as confidential, any other information a party knows, or could be reasonably expected to know, is confidential and any other such information related to or concerning a party’s business.

8.2. Each party shall comply with its obligations under the Data Processing Agreement.

8.3. The Customer permits its name to be added to Kura’s customer list, and for Kura to refer to the Customer a user of the Services in its marketing and public relations materials, including the use of the Customer’s logo (whether or not a registered trade mark) and name.

9. LIMITATION OF LIABILITY

9.1. Limitation on liability. Except as otherwise provided in this Clause, to the extent permitted by applicable law, the liability of Kura and of Kura’s contractors to the Customer arising under this Agreement is limited to direct damages up to the amount the Customer paid Kura for the Services giving rise to that liability during the twelve months prior to the claim. These limitations apply regardless of whether the liability is based on breach of contract, tort (including negligence), strict liability, breach of warranties, or any other legal theory.

9.2. Neither party excludes or limits liability for death or personal injury arising from negligence, or for fraud or fraudulent misrepresentation or to the extent not permitted by law.

9.3. Kura is not liable in contract, tort (including negligence) or otherwise for the acts or omissions of providers of telecommunications services or for faults in or failures of their equipment.

9.4. Kura performs regular backups of content for the purpose of recovery in the event of a failure in Kura’s data centres. However, notwithstanding the foregoing, the Customer is solely responsible for maintaining and backing up any content that it uses with the Services. The Customer, not Kura, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use such content. Kura shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any content that the Customer uses with the Services. In the event of any loss or damage to the Customer data, the Customer’s sole and exclusive remedy shall be for Kura to use reasonable commercial efforts to restore the lost or damaged the Customer data from the latest backup of such Customer data. Kura shall not be responsible for any loss, destruction, alteration or disclosure of Customer data caused by any third party (except those third parties subcontracted by Kura to perform services related to Customer data maintenance and back-up).

9.5. The exclusions and limitations of liability set out in this clause 9 shall be considered severable. The invalidity or unenforceability of one clause, sub-clause or provision shall not affect the validity or enforceability of the other parts of this clause 9.

9.6. EXCLUSION OF CERTAIN DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WHATEVER THE LEGAL BASIS FOR THE CLAIM, KURA, NOR ANY OF ITS AFFILIATES OR SUPPLIERS, WILL BE LIABLE FOR ANY INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES, DAMAGES FOR LOST PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF BUSINESS DATA OR INFORMATION, OR DAMAGE TO GOODWILL) ARISING IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE.

10. INSURANCE

10.1. During the Term, the Customer shall maintain in force with a reputable insurance company such commercial risks insurance as a reasonable and prudent business of the nature of the Customer may reasonably be expected to maintain.

10.2. Any property belonging to the Customer (including, without limitation, information or data) supplied to Kura and required for the provision of the Services in connection with this Agreement:
10.2.1. shall be insured by the Customer;
10.2.2. shall be clearly marked as the property of the Customer.
The Customer may at any reasonable time, by giving not less than 14 days’ prior written notice to Kura, have access to such property or request the return of such property at the risk and expense of the Customer.

10.3. Kura shall maintain in force with a reputable insurer:
10.3.1. an employer’s liability insurance policy with a limit of £10,000,000 per claim;
10.3.2. a public liability insurance policy with a limit of £5,000,000 per claim; and
10.3.3. a cyber liability or data breach insurance policy with a limit of £1,000,000 per claim.
Kura shall, on written request from the Customer, provide the Customer with evidence of the existence and terms of such insurances.

11. MISCELLANEOUS

11.1. Notices. Notices, authorizations, and requests to Kura in connection with this Agreement must be sent by regular postal service mail, or express courier, to the addresses given above. Notices will be treated as delivered on the date shown on the return receipt. Notices, authorizations, and requests to the Customer may be emailed to address given during registration. Notices are effective on the date on the return receipt or, for email, when sent.

11.2. Assignment. The Customer may not assign this Agreement, the Services or any part thereof. Kura may assign this Agreement to its Affiliates.

11.3. Severability. If a court holds any provision of this Agreement to be illegal, invalid or unenforceable, the rest of the document will remain in effect and this Agreement shall be deemed modified to give effect to the eliminated provision to the maximum extent possible. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted.

11.4. Waiver. A waiver of any breach of this Agreement is not a waiver of any other breach. Any waiver must be in writing and signed by an authorised representative of the waiving party.

11.5. Third party rights. Unless it expressly states otherwise, the Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

11.6. Applicable law. The Agreement and any rights, obligations and liabilities of the parties hereunder shall be governed by English Law without regard to its conflict of laws principles.

11.7. Dispute resolution. Any action to enforce this Agreement must be brought before the courts of England and Wales who shall have exclusive jurisdiction in relation to all disputes (including claims for set-off and counterclaims) arising out of or in connection with the Agreement.

11.8. Entire agreement. The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes any prior or contemporaneous agreements, communications, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

11.9. Survival. Provisions regarding Charges, restrictions on use, transfer of Services, intellectual property, limitations of liability, confidentiality, compliance verification, obligations on termination and the provisions in this Section entitled “Miscellaneous” will survive termination of this Agreement.

11.10. Force majeure. Neither party will be liable for any failure in performance due to causes beyond either party’s reasonable control (such as fire, explosion, power blackout, earthquake, flood, severe storms, epidemics, pandemics, strike, embargo, employment disputes, acts of civil or military authority, war, terrorism (including cyber terrorism), acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of Services)). This Section will not, however, apply to the Customer’s payment obligations under this Agreement.