Terms of service

6. CUSTOMER'S LIABILITY

6.1. Custody of the E-Mobility Products

From the Launch Date and for the entire duration of the Agreement, the Customer must:

a) handle and treat the E-Mobility Products with due care and skill, ensuring that they are kept in efficient and intact condition;

b) keep the E-Mobility Products in a dry, clean place protected from bad weather and prolonged direct sunlight during the hours when they are not actively rented by guests;

c) ensure that the E-Mobility Products are parked exclusively in private areas of the Facility under the Customer's direct control, excluding parking in public or unsupervised areas;

d) carry out ordinary cleaning of the E-Mobility Products and daily visual checks of the condition of the vehicles;

e) provide for overnight charging of the E-Mobility Products by connecting the portable charger to an electrical outlet in the areas agreed with UNIRIDE during installation;

f) not make or allow technical or aesthetic modifications of any kind to the E-Mobility Products, nor add accessories, stickers or writing not expressly authorized by UNIRIDE;

g) not move, tamper with or deactivate the GPS systems installed on the E-Mobility Products.

6.2. Reporting of Damage and Malfunctions

The Customer must regularly monitor the condition of the E-Mobility Products and promptly report to UNIRIDE, by email to support@uniride.it, any visible damage, malfunction or anomaly detected on the vehicles. Reports must be made without delay and in any event within 24 (twenty-four) hours from detection of the issue.

6.3. Damage and Theft during Custody

The Customer is responsible for damage to and theft of the E-Mobility Products occurring during the period in which the vehicles are not actively rented by end guests, i.e. while in custody at the Facility. In such cases:

a) partial damage to the E-Mobility Products caused by negligence or misuse by Facility staff or third parties under the Customer's control shall be borne by the Customer, subject to issuance of a quotation by UNIRIDE and written acceptance by the Customer;

b) in the event of theft occurring in the private area pertaining to the Facility, the GPS coverage conditions set out in art. 5.3 shall apply, with a deductible borne by the Customer equal to €100.00 (VAT excluded) for each vehicle not recovered within 15 (fifteen) days;

c) theft occurring during rental by end guests is not borne by the Customer and is governed exclusively by the Rental Liability signed by the guest.

6.4. Compliance with Applicable Laws

The Customer must observe and require its staff to comply with all applicable laws, regulations and standards in force, including obligations regarding the protection of personal data under EU Regulation 679/2016 (GDPR), as well as provisions on guest registration under art. 109 of the TULPS where applicable.

6.5. Cooperation in the Event of Disputes

In the event of a dispute relating to a rental made by an end guest, the Customer undertakes to provide UNIRIDE, upon written request, with the guest identification data collected pursuant to art. 109 TULPS, limited to what is strictly necessary for handling the dispute and in compliance with applicable personal data protection laws. The Customer shall provide such data within 5 (five) business days from UNIRIDE's written request.

7. LIMITATION OF LIABILITY

7.1. In the event of a breach of any provision of these General Terms and Conditions and/or the Special Conditions, the responsible party shall be liable to the other party, within the limits set out in this article.

7.2. UNIRIDE shall not be liable for indirect, consequential damages or loss of profit suffered by the Customer arising from the performance or non-performance of the Agreement, including by way of example and without limitation: lost rental revenues, loss of business opportunities, reputational damage.

7.3. UNIRIDE's overall liability toward the Customer for any contractual breach, except in cases of wilful misconduct and gross negligence, is limited to a maximum aggregate amount of €1,500.00 (one thousand five hundred/00) for all events occurring during the entire term of the Agreement.

7.4. The liability limitations set out in this article do not apply:

a) to liability for damage consisting of personal injury or death;

b) to liability for damage arising from wilful misconduct or gross negligence of UNIRIDE or its staff;

c) to any other case in which the limitation of liability is excluded by applicable Italian law.

7.5. The Customer is solely responsible towards end guests and third parties for any damage arising from the use of the E-Mobility Products during the rental. UNIRIDE is not a party to the contractual relationship between the Customer and the end guest, which is governed exclusively by the Rental Liability digitally signed by the guest.

7.6. The Customer undertakes to hold harmless and indemnify UNIRIDE from any claim, legal action, damage or cost brought by third parties — including end guests — arising from:

a) misuse of the E-Mobility Products permitted or not prevented by the Customer;

b) breach by the Customer of the obligations set out in arts. 4 and 6 of these General Terms and Conditions;

c) failure by the Customer to comply with applicable laws and regulations.

8. TERMINATION AND WITHDRAWAL

8.1. Termination for breach

Either Party may terminate the Agreement pursuant to art. 1454 of the Italian Civil Code if the other Party breaches any of its obligations and such breach has not been remedied within 30 (thirty) days from receipt of written notice from the non-defaulting Party.

8.2. Termination by operation of law

UNIRIDE is entitled to terminate the Agreement with immediate effect, pursuant to art. 1456 of the Italian Civil Code, without the need for prior notice, in the following cases:

a) failure to pay the Monthly Fee or any other amount due by the Customer, not remedied within 3 (three) days from UNIRIDE's notice;

b) tampering with, moving or deactivating the GPS systems installed on the E-Mobility Products by the Customer or third parties under its control;

c) use of the E-Mobility Products by persons not authorized pursuant to art. 4.1;

d) subletting, assignment or making the E-Mobility Products available to third parties not authorized by UNIRIDE;

e) carrying out unauthorized technical or aesthetic modifications to the E-Mobility Products;

f) failure to make staff available for the training session within 14 (fourteen) days from delivery, pursuant to art. 3.6. ;

g) opening of insolvency proceedings against the Customer or established state of insolvency.

8.3. Effects of termination

In the event of termination of the Agreement for reasons attributable to the Customer, pursuant to arts. 8.1 or 8.2, the following consequences shall apply:

a) the Customer must immediately pay all amounts due to UNIRIDE up to the date of actual termination, including accrued and unpaid Monthly Fees;

b) the Customer must pay the early termination fees indicated in the Special Conditions, art. 5;

c) the Customer must return the E-Mobility Products to UNIRIDE within 7 (seven) days from the termination date, in the conditions set out in art. 3.8. The collection costs in the event of termination for reasons attributable to the Customer shall be borne by the Customer itself.

8.4. Voluntary early withdrawal

The Customer may withdraw from the Agreement early before its natural expiration, subject to payment of the early termination fees indicated in the Special Conditions, art. 5. The withdrawal must be communicated to UNIRIDE by email to support@uniride.it with at least 15 (fifteen) days' notice.

8.5. Effects at natural expiration

At the natural expiration of the Agreement, unless an extension notice is issued pursuant to Special Conditions art. 2, the Agreement shall automatically cease without the need for termination notice. The Customer must return the E-Mobility Products to UNIRIDE within the terms and according to the methods communicated by UNIRIDE with reasonable notice, pursuant to art. 3.8.

9. FEES AND CHARGES

9.1. The fees that the Customer must pay to UNIRIDE to receive the E-Mobility Service pursuant to these General Terms and Conditions and the Special Conditions apply for the entire duration of the Agreement. The fees are indicated in the Special Conditions and may be subject to changes in the event of renewal of the Agreement, subject to written agreement between the Parties.

9.2. Any costs for damage to the E-Mobility Products occurring during the Rental of an end guest are governed by the Rental Liability signed by the guest. The Customer is not responsible for damage caused by guests during the rental, except in the cases referred to in art. 6.3 of these General Terms and Conditions.

9.3. The Customer agrees to pay UNIRIDE the Monthly Fee and any other fees due under the Agreement by credit/debit card or direct debit mandate, as indicated in the Special Conditions. The Customer undertakes to keep the payment method information provided during the Order Process up to date and valid.

9.4. UNIRIDE has the right to offset any amount due to the Customer as Partner Credits against any amount possibly due by the Customer to UNIRIDE for any reason under the Agreement, by giving written notice to the Customer.

9.5. In the event of non-payment of any sum due by the Customer within the established deadlines, UNIRIDE reserves the right to:

a) suspend the E-Mobility Service until payment is regularized;

b) charge the Customer monthly interest of 1.5% on the overdue amount for each month or part of a month of delay;

c) proceed with termination of the Agreement pursuant to art. 8.2 letter a).

10. INTELLECTUAL PROPERTY

10.1. UNIRIDE grants the Customer, on a non-exclusive and limited basis for the entire duration of the Agreement, access to the Partner Dashboard through personal credentials communicated to the Customer during the launch phase. The Partner Dashboard allows the Customer to monitor revenues deriving from the Rentals of the Facility's guests. Access is reserved for authorized staff of the Customer and may not be assigned to third parties.

10.2. The Parties agree that the Agreement does not entail any transfer of existing intellectual property rights held by either Party. All intellectual property rights relating to the E-Mobility Service, the UNIRIDE booking platform, the Partner Dashboard and the informational materials provided by UNIRIDE remain the exclusive property of UNIRIDE.

10.3. The Customer is authorized to use the brand and communication materials provided by UNIRIDE exclusively for the promotion of the E-Mobility Service among the guests of the Facility, within the limits and according to the methods indicated by UNIRIDE. Any other use of the UNIRIDE brand is expressly prohibited without prior written authorization.

10.4. The Customer undertakes to promptly notify UNIRIDE of the existence of any claim or demand from third parties relating to the use of the materials and the UNIRIDE brand authorized under this article, providing all necessary cooperation for their handling and resolution.

10.5. The Customer logo provided for the co-branding of the front basket of the E-Mobility Products pursuant to art. 6 of the Special Conditions remains the exclusive property of the Customer. The Customer grants UNIRIDE the right to use such logo exclusively for the customization purposes provided for in the Agreement and undertakes to hold UNIRIDE harmless from any third-party claims relating to the use of the logo itself.

 

11. CONFIDENTIALITY AND PERSONAL DATA

11.1. Confidentiality

Each Party undertakes to keep strictly confidential all confidential information received from the other Party in relation to the Agreement, including by way of example and without limitation: economic terms of the Agreement, operational data, commercial and technical information. Confidential information may not be disclosed to third parties without the prior written consent of the Party that provided it, except in the following cases:

a) to the extent that disclosure is necessary to comply with legal obligations or requests from competent authorities, subject to prompt notice to the other Party where permitted by law;

b) to the extent that the information is already in the public domain for reasons independent of the receiving Party's will;

c) to the extent that the information was already in the receiving Party's possession before disclosure, as demonstrable by written evidence;

d) to the receiving Party's professional advisers, who are in turn bound by equivalent confidentiality obligations.

11.2. Duration of confidentiality obligations

The confidentiality obligations set out in art. 11.1 apply for the entire duration of the Agreement and for the 3 (three) years following the Termination Date, regardless of the cause of termination of the contractual relationship.

11.3. Processing of the Customer's personal data

The Customer's personal data collected by UNIRIDE during the Order Process and during the performance of the Agreement are processed by UNIRIDE, as Data Controller, exclusively for the purposes of performing the Agreement, managing the business relationship and fulfilling legal obligations, in accordance with EU Regulation 679/2016 (GDPR). The full privacy notice is available at uniride.it/policies/privacy-policy.

11.4. Processing of end guests' personal data

The personal data of end guests collected through the UNIRIDE booking platform are processed by UNIRIDE as Data Controller, for the purposes of performing the Rental and managing the Rental Liability, in accordance with EU Regulation 679/2016 (GDPR).

The identification data of guests collected by the Customer pursuant to art. 109 TULPS remain under the exclusive availability of the Facility and may be requested by UNIRIDE solely in the cases and according to the procedures set out in art. 6.5 of these General Terms and Conditions.

11.5. Security measures

Each Party undertakes to adopt appropriate technical and organizational measures to protect personal data processed under the Agreement from unauthorized access, loss, destruction or disclosure, in accordance with the obligations provided for by the GDPR and applicable Italian law.

12. MISCELLANEOUS

12.1. Force Majeure.

a) Neither Party shall be liable for any delay or failure to perform any obligation under the Agreement, in whole or in part (excluding payment of amounts due), to the extent that such delay or failure is due to any cause beyond the reasonable control of the Party or any of its subcontractors and not at its responsibility or risk ("Force Majeure").

b) The Party invoking Force Majeure shall promptly notify the other Party in writing of the reasons for the delay or failure and the probable duration, taking all reasonable measures to overcome the situation. Performance of the affected obligations shall be suspended for the period during which the Force Majeure continues, without prejudice to the obligation to perform all other obligations not prevented by it.

c) If the delay or failure due to Force Majeure lasts for more than 30 (thirty) consecutive days preventing a Party from substantially performing all of its material obligations, the other Party may terminate the Agreement with immediate effect by written notice, without either Party being liable to the other for such termination.

12.2. Communications and Advertising.

All promotional and advertising materials of the Customer relating to the E-Mobility Service must be consistent with the communication guidelines provided by UNIRIDE to the Customer during training. UNIRIDE reserves the right to request the Customer to modify and/or remove promotional content that does not comply with UNIRIDE's professional and ethical standards. The Customer must remove such content within 24 (twenty-four) hours from UNIRIDE's written request. This obligation does not apply to communications intended solely within the Customer's organization nor to disclosures required by law.

12.3. Assignment and Subcontracting.

UNIRIDE may assign or subcontract any of its obligations under the Agreement to affiliates and/or third parties without the prior written consent of the Customer, without prejudice to UNIRIDE's liability toward the Customer for any consequence of subcontracting. The Customer may not assign the Agreement or the rights and obligations arising from it to third parties without UNIRIDE's prior written consent.

12.4. Entire Agreement.

The Agreement, consisting of these General Terms and Conditions and the Special Conditions, constitutes the entire agreement between the Parties regarding the E-Mobility Service and supersedes all prior communications, statements and agreements, whether written or oral, relating to the subject matter of the Agreement. No amendment, integration or waiver of the Agreement shall be valid unless made in writing and signed by the authorized representatives of both Parties.

12.5. Partial Invalidity.

If any provision of the Agreement is held to be invalid, unlawful or unenforceable by a competent authority, such circumstance shall not affect the validity and enforceability of the remaining provisions of the Agreement, which shall continue in full force and effect. The provision deemed invalid shall be amended to the minimum extent necessary to make it enforceable, preserving to the fullest extent permitted the original intent of the Parties.

12.6. Waiver.

No delay, tolerance or leniency by either Party in exercising any right under the Agreement shall constitute a waiver of such right. Any waiver of any right or condition of the Agreement is valid only if made in writing by the relevant Party and shall not be construed as a waiver of the same rights on future occasions.

12.7. End Guest Conditions.

The conditions applied to end guests under the Rental Liability do not apply to the contractual relationship between UNIRIDE and the Customer, which is governed exclusively by these General Terms and Conditions and the Special Conditions.

12.8. Governing Law and Jurisdiction.

The Agreement, including these General Terms and Conditions, is governed by and construed in accordance with Italian law. Any dispute relating to the Agreement and these General Terms and Conditions shall be subject to the exclusive jurisdiction of the Court of Salerno.

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Specific approval of unfair terms

Pursuant to arts. 1341 and 1342 of the Italian Civil Code, the Customer specifically declares to approve the following clauses: art. 3.4 (presumption of delivery in perfect condition), art. 3.6 (termination for failure to complete training), art. 3.8 (collection costs borne by the Customer in the event of termination due to its fault), art. 5.3 (conditions and limits of GPS theft coverage), art. 7.2 (exclusion of indirect damages and loss of profit), art. 7.3 (limitation of UNIRIDE's liability to €1,500.00), art. 7.6 (indemnity borne by the Customer), art. 8.2 (express termination clause), art. 8.4 (early withdrawal subject to penalty), art. 9.4 (offsetting of Partner Credits), art. 9.5 (late payment interest and suspension of service), art. 12.3 (assignment and subcontracting by UNIRIDE without the Customer's consent)

 

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