As of November 15, 2018
This U4B Travel Addendum (the “Product Addendum”) to the Uber for Business General Terms and Conditions (the “General Terms”) is entered into by and between the company identified within this sign-up page (“Company”) and Uber Pacific Pty Ltd., an Australian company and registered New South Wales ABN 96 622 366 116, having registered office at PKF Lawler Sydney, Level 8, 1 O’Connell Street Sydney NSW 2000, Australia (“Uber”). Capitalized terms not defined herein shall have the meaning ascribed to them in the General Terms. In the event of any conflict between the terms of the General Terms and this Product Addendum, the terms of this Product Addendum shall govern. This Product Addendum sets forth the terms under which a Company may utilize the Dashboard to enable U4B Travel. Company’s use of U4B Travel is subject to this Product Addendum, as may be modified or updated as set forth in the General Terms.
- PROVISION OF SERVICES.
2.1 Access to Services. Upon execution of this Product Addendum, Uber will use commercially reasonable efforts to enable Company to access U4B Travel via the Dashboard. In addition to the Dashboard features described in Section 4 of the General Terms, the Dashboard will enable Company to (a) view a current list of all Authorized Users who have been authorized to establish an Enterprise Account, and Authorized Users who have established their Enterprise Profiles, (b) utilize the Provisioning Tool to add Linking Data to maintain an up-to-date list of Authorized Users, (c) add and remove Authorized Users, (d) view food order information and prepare and review activity reports using such food order information, and (e) disable any or all current Authorized Users from their Enterprise Profile. Company may permit Authorized Users with an Uber Account to establish a billing option within their Active Account (an “Enterprise Profile”) that will allow Authorized Users to bill travel costs incurred via U4B Travel to one of the following options: (i) a central Company corporate payment card, (ii) a Company-issued individual payment card, (iii) a personal payment card or, (iv) in Uber’s sole discretion, Monthly Billing. User Charges and any Service Fees, if applicable, that are incurred on such Enterprise Profiles will be transmitted to Company via the Dashboard in accordance with the terms and conditions of this Product Addendum and the General Terms.
2.2 Active Account Required. (a) Active Account. In addition to all Company obligations regarding Authorized Users in the General Terms, Company further acknowledges and agrees that in order for an individual to be considered an Authorized User under this Product Addendum, such individual must have an Active Account at all times in which they intend to use U4B Travel. (b) Violations. Company acknowledges that certain Authorized Users may be suspended or banned from use of the Uber Service due to future or past violations of the End User Terms (“Violations”), and that Uber shall have no obligation or liability related to an Authorized User that is unable to obtain or maintain an Active Account due to Violations. In the event that an Authorized User’s Active Account is suspended or terminated pursuant to the End User Terms, such Authorized User’s access to the Enterprise Profile shall also be suspended. Furthermore, Uber reserves the right to immediately suspend any or all access to the Enterprise Profile of any Authorized User that has an invalid payment card on their Enterprise Profile, or a rejected Company payment card transaction that was initiated through their Enterprise Profile.
2.3 Enterprise Profile Linking. (a) Linking Mechanics. To enable a proposed Authorized User to securely establish an Enterprise Profile, Company must provide Uber with such Authorized User’s: (i) full name, (ii) Company-issued email address, and (iii) other information the parties may mutually agree upon (“Linking Data”), which is necessary for authentication and verification purposes. (b) Accuracy. Company shall ensure that Linking Data is accurate and complete, and Uber shall not be liable to Company, an Authorized User, a proposed Authorized User or any other party with respect to inaccurate or incomplete Linking Data supplied by Company. (c) Unlinking. Authorized User’s Enterprise Profile may be unlinked from any such Active Account at any time by (i) Company unlinking such Authorized User through the Dashboard, or (ii) the Authorized User deleting the Enterprise Profile option from his or her Active Account. (d) Restrictions. Company agrees to use the Corporate Account and shall cause each Authorized User to, use their Enterprise Profile solely as set forth in this Product Addendum, the General Terms, and the End User Terms. Company shall not impose any additional fees or charges on an Authorized User or to any other third party related to use of the U4B Travel or the Uber Service.
2.4 Responsibility for User Activity. Uber reserves the right to suspend participation in Uber for Business to Company and/or any Authorized Users for violations of this Product Addendum, the General Terms or the End User Terms. In the event that an Authorized User’s Uber Account is suspended or terminated pursuant to the End User Terms, such Authorized User’s access to Uber for Business shall also be suspended.
- FEES AND PAYMENTS.
3.1 Service Fees and User Charges. (a) Company will pay a monthly fee for the use of U4B Travel (a “Service Fee”), which shall equal the amount set forth during the account creation or as otherwise assessed by Uber after providing at least thirty (30) days’ prior written notice of such fee to Company. The Service Fee is exclusive of any GST. If GST is payable on the supply for which the Service Fee is consideration, Company agrees to pay an additional amount equal to the GST at the same time the Service Fee is payable. (b) All User Charges shall be paid in the ordinary course of use of the Uber Service through the payment card associated with the applicable Enterprise Profile, unless Company participates in Monthly Billing, in which case Company shall pay such User Charges in accordance with Section 5 of the General Terms. Company acknowledges and agrees that: (x) Company makes payment of User Charges on behalf of Authorized Users for transportation or other services that are obtained by Authorized Users through the use of the Uber Services; and (y) the User Charges are not consideration for any service provided by Uber. (c) Unless expressly stated otherwise in this Product Addendum, all amounts payable or consideration to be provided under this Product Addendum are exclusive of GST. If GST is payable on any supply made under this Product Addendum by Uber, for which the consideration is not expressly stated to include GST, Company agrees to pay Uber an additional amount equal to the GST at the same time that the consideration for the supply, or the first part of the consideration for the supply (as the case may be), is to be provided.
3.2 Billing Options. (a) Pursuant to Section 5 of the General Terms, Uber may, in its sole discretion, elect to qualify Company to participate in Monthly Billing. (b) If Company does not participate in Monthly Billing: (i) User Charges incurred through Enterprise Profiles shall be paid in the ordinary course of business, as stated above in Section 3.1, and (ii) Uber shall charge Company for Service Fees incurred during each calendar month of the Term in which Monthly Billing was not utilized (each a “Service Fee Invoice”). All fees under each Service Fee Invoice shall be paid in full by Company within thirty (30) days of receipt of such Service Fee Invoice.
3.3 Account Suspension. Uber reserves the right to immediately suspend Company’s Dashboard and suspend any or all access to an Enterprise Profile by all Authorized Users for U4B Travel in the event of any unpaid Service Fees or User Charges by Company due on any past Monthly Statements or Service Fee Invoice. Uber further reserves the right to pursue any and all remedies available to it under applicable law, including reporting Company to applicable credit reporting agencies, in the event of any unpaid Service Fees or User Charges hereunder. Reestablishing a Company’s Dashboard after full payment of late Service Fees or User Charges shall be at Uber’s sole discretion. All late payments shall accrue simple interest on the sum due from the date such payment was originally due until the date of actual payment, at 3% per month or the maximum allowed by applicable law.
- PRIVACY AND DATA SECURITY.
4.1 Roles of Parties. Each party is an independent controller of the Linking Data. Company will provide Linking Data to Uber, for the provision of the services as described in Section 2 of this Product Addendum.
4.2 Lawfulness. Company acknowledges that the linking process described in Section 2.3, above, requires a verification email to be sent to each Authorized User using the Linking Data, and Company agrees, where necessary, to have a legal basis for such processing and inform the Authorized Users.Company consents to Uber emailing such Authorized Users for the purpose of linking and establishing the Enterprise Profile within the Authorized Users’ Active Account.
4.3 Data Restrictions. Uber agrees to only process the Linking Data for the purposes described in this Product Addendum.
4.4 Security. Uber shall promptly notify Company in the event that Uber learns or has reason to believe that an Information Security Incident has occurred in relation to the Linking Data. The notification will include at least: (1) the nature of the breach of security measures; (2) the types of potentially compromised Linking Data; (3) the duration and expected consequences of the Information Security Incident; and (4) any mitigation or remediation measures taken or planned in response to the Information Security Incident. Upon any such discovery, Uber will (a) take all reasonable steps to investigate, remediate, and mitigate the effects of the Information Security Incident, and (b) provide Company with assurances reasonably satisfactory to Company that such Information Security Incident will not recur. Additionally, if and to the extent any Information Security Breach occurs as a result of an act or omission of Uber, and if Company determines that notices (whether in Uber’s or Company’s name) or other remedial measures are warranted, Uber will, at Company’s request and at Uber’s cost and expense, undertake the aforementioned remedial actions.
4.5. Damages. Damages arising from Company’s breach of this “Privacy and Data Security” section shall not be subject to the limits of liability set forth in the General Terms.
- EFFECT OF TERMINATION. All outstanding payment obligations under this Product Addendum and Sections 1, 3, 5 and 6 shall survive the termination of this Product Addendum.
- WARRANTY. In addition to the warranties set forth in the General Terms, Company represents and warrants that: (a) Company has all rights and permissions necessary to provide Uber with the Linking Data and any other information provided to Uber hereunder in connection with the Uber Service; (b) Company has obtained legally-adequate consent from Authorized Users and Authorized Users as necessary to provide Uber with any personally identifiable information in connection with the Uber Service, (c) Company has notified, and obtained legally adequate consent from, proposed Authorized Users and Authorized Users that Uber will provide Company with detailed trip information for the rides charged to such Authorized User’s Enterprise Profile.