These terms and conditions set forth the terms and conditions applying to and governing the use of the Salek application for transportation companies.
1.1. Salek – a joint stock company incorporated and registered under the laws of Republic of Egypt with registration code 101352, registered office 11718 date 6/7/2017.
1.2. Software – software called Salek produced by Salek allowing the persons requiring transportation services to communicate their respective requests to the transportation service providers. The Software comprises of the Mobile Application Software and the Management Software.
1.3. Mobile Application Software or AP – software called Salek produced by Salek for mobile devices allowing transportation service providers and persons requiring transportation services to communicate and use a credit card payment, a mobile payment, cash payment and a Corporate Customer Payment.
1.4. Management Software or MS – management software called Salek produced by Salek enabling the transportation service providers to monitor the usage of the AP.
1.5. Customer – a person/corporate requesting transportation service by using the Software.
1.6. Transportation Company – a transportation service provider.
1.7. General Conditions – these general conditions of the license agreement provided by Salek.
1.8. Agreement – an agreement between Salek and the Transportation provider regarding the use of the Software comprising of these General Conditions and additional terms and conditions referred to herein or agreed in the future between Salek and the Transportation Company.
1.9. License – the right to use the Software in accordance with the Agreement.
1.10. Website – Salek’s website located at www.mysalek.com
1.11. Price List – the price list of Salek indicating the fees payable to Salek by the transportation providers located at http://mysalek.com.
1.12. License Fee – fee payable by the transportation providers to Salek for using the Software.
1.13. Order Fee – part of the License Fee payable by the transportation providers on each order submitted by the Customer to the transportation provider by using the Software.
1.14. Driver Fee – part of the License Fee payable by the Transportation provider as a monthly fixed fee per driver operating.
1.15. Brokerage Fee – the fee paid by the Transportation provider to Salek for brokering Salek payments.
1.16. Marketing Compensation – the compensation paid by Salek to the Transportation provider.
1.17. Corporate Customer Payment – the method of payment for transportation service via cash or credit card.
1.18. Customer Payment – a credit card payment, a mobile payment and a cash Payment, which can be used to pay for transportation service.
2. ENTRY INTO THE AGREEMENT
2.1. Prior to downloading and using the Software the Transportation provider must sign up with Salek by filling in the necessary information required by Salek on the Website. Upon successful completion of the signing up Salek will provide the Transportation provider with a personal account accessible with a password. By clicking “I ACCEPT”| button the Transportation provider confirms that:
2.1.1. He/She is according to law entitled to enter into the Agreement with Salek;
2.1.2. He/She has carefully studied and fully understands the General Conditions, including all the obligations that arise to the Transportation provider as provided herein;
2.1.3. He/She agrees to be bound by and follow the terms and conditions as provided in this General Conditions and in the Agreement;
2.1.4. All the information presented to Salek by the Transportation provider is accurate, correct and complete;
2.1.5. He/She will not authorize other persons to use their account nor transfer or assign it to any other person;
2.1.6. He/She will not use the Software for unauthorized or unlawful purposes and impair the proper operation of the Software;
2.1.7. He/She will not copy or distribute the Software or other Salek content without the prior written permission from Salek;
2.1.8. He/She fully complies with the laws and regulations applicable;
2.2. The passwords obtained by the Transportation provider for using the Software are not to be revealed by the Transportation provider to any third persons.
2.3. The Transportation provider hereby guarantees that the Transportation provider provides the transportation service in accordance with the local laws and regulations. The Transportation provider confirms He/She has all the required licenses, permits and other necessary documentation for providing the transportation service. The Transportation provider is fully liable for any of the violations by such laws and regulations.
2.4. The Transportation provider must provide the transportation service in a professional manner in accordance with the business ethics applicable to providing transportation service and endeavor to perform the Customer’s request in the best interest of the Customer.
3. SOFTWARE AND SUPPORT
3.1. The Software allows the Transportation provider to receive requests from the Customers interested in using transportation service provided by the transportation provider, to which the Transportation provider can react to by using the Software. For avoidance of doubt Salek does not guarantee the submission of requests by the Customers and can in no way be considered as a person acting on behalf or in the name of the Customer.
3.2. Full and on time payment of the License Fee entitles the Transportation provider to receive support services from Salek (------------------------------). The support services commence on the date of entry into the Agreement and end together with the termination of the Agreement. Salek has the right to stop providing the support services in case the Transportation provider is in delay with any of the payments for more than 3 (five) calendar days.
4. GRANT OF LICENSE
4.1. Salek hereby grants the transportation provider, subject to the provisions of the Agreement, a non- exclusive license to use the Software according to the terms referred to herein.
4.2. The Transportation provider shall pay Salek a royalty pursuant to section 5 of the General Conditions.
4.3. The License is granted for non-limited period and is valid only in the territory where the Transportation provider is established and operating.
4.4. The License granted herein by the Transportation provider revokes automatically together with termination of the Agreement. After termination of the Agreement the Transportation provider must immediately stop using the Software and Salek is entitled to block and delete the personal account of the Transportation provider without a prior notice.
4.5. All of the copyright and intellectual property rights of the Software, including software code and database thereof are owned by Salek and protected by copyright and/or trade secret laws and international treaty provisions. The Transportation provider does not acquire any rights of ownership to the Software or any connected documentation.
5. LICENSE FEE
5.1. The Transportation provider pays License Fee to Salek for the use of the Software in the amount specified in the Price List:
5.1.1. Fee for each Customer’s order for transportation service accepted by the Transportation provider by using the AP (also marked as Order Fee) and
5.1.2. Monthly fixed fee for using the Software (Driver Fee). The Driver Fee is based on the number of transportation drivers operating under the Transportation provider and using the Software.
5.2. All the prices indicated in the Price List do not include the Value Added Tax (VAT in short). The Price List may change from time to time and Salek shall notify the Transportation provider of any amendments therein at least 14 (fourteen) days in advance.
5.3. The Transportation provider shall pay the License Fee to Salek for the previous month at latest on the 5th date of each month. Upon delay with payment of the Transportation provider Fee the Transportation provider shall pay penalty of late payment in the amount of 2 % (two percent) of the unpaid amount per day.
5.4. In case of payment by credit card the Transportation provider is not entitled to any refunds (this also applies when the Transportation provider has made a pre-payment for the License Fee and the Agreement is terminated).
6. SALEK PAYMENT TERMS
6.1. The Mobile Application Software offers Customers a possibility to order transportation and pay for transportation service using different payment options. When using the credit card the Customer is not obliged to make the payment directly to the transportation service provider. Fee of transportation service is provided by Software, the transportation provider, having completed the provision of transportation service, shall correct the fee according to the transportation meter data. Transportation provider is not entitled to correct the fee higher than it is provided by the transportation meter.
6.2. The Customer shall be deemed to have paid for transportation service after selecting credit card option in the application. If the Customer’s right to pay for the service using the credit card option has been suspended, or if such payment cannot be completed for technical reasons, the payment for transportation service shall not be deemed made by selecting the payment method. In such case the Customer shall pay for transportation service directly to the driver of the Transportation Company.
6.3. The obligation of Salek to forward the fee collected for the provision of transportation service to the Transportation provider, after the said fee has been credited to Salek’s bank account. Salek shall not be obliged to forward the fee paid for the provision of transportation service to the Transportation provider, if the Customer’s credit card or mobile payment is cancelled or is unsuccessful for reasons not attributable to Salek.
6.4. Salek shall broker Salek Payments for the provision of transportation service to the Transportation provider up to the amount of 3 EGP per one trip. If the fee for transportation service payable by the Customer exceeds 10 EGP, Salek is obliged to broker the payment to the Transportation provider only if the amount exceeding 10 EGP has been deducted by Salek from the Customer’s means of payment. If the Salek Payment limit does not entitle the Customer to pay for transportation service an amount exceeding 10 EGP, Salek shall not be obliged to reimburse the Transportation provider such amount exceeding the 10 EGP limit. If transportation service fee payable by the Customer is less than 10 EGP, but the Salek Payment limit does not render payment of this amount possible, Salek shall be obliged to reimburse the Transportation provider the transaction fee in the amount up to 10 EGP per one trip.
6.5. After having been provided transportation service the Customer shall receive via the Salek application a notice, which shall set out the amount of the fee. If the Customer suspects that the fee does not match the reasonable transportation cost, the Customer may send Salek a notice requesting that the amount of the fee be checked. If such check reveals that the fee is unreasonably high in relation to a normal fee for transportation service, Salek shall be entitled to request the Transportation provider to compensate for the excess fee. Salek shall be entitled to use the driving route data to calculate the amount of transportation service fee.
6.6. The Transportation provider may not refuse payment for transportation service via the Salek Payment option, or influence the Customer against the use of the Salek Payment. If the transportation provider refuses to accept a Salek Payment, Salek shall be entitled to charge a contractual penalty in the amount of 25 EGP for every refusal.
6.7. Before rendering transportation service the Transportation provider shall ensure that the Customer is indeed the person who has ordered transportation service. If the driver of the Transportation provider has made a mistake in identifying the Customer, and the Salek Payment is charged to a person, who has not been provided transportation service, Salek shall reimburse the Customer for the fee. In this case the Transportation provider shall not be entitled to receive the fee for transportation service from Salek. For every wrongfully applied Salek Payment Salek shall be entitled to charge the Transportation provider a contractual penalty of 25 EGP for every individual breach.
6.8. The Transportation provider warrants that He/She understands that Salek Payment does not supersede the requirements established by the laws and regulations, i.e. the obligation of the Transportation provider to provide the Customer with a receipt printed out on the printer.
6.9. Transportation provider authorizes Salek, in the capacity of a commercial agent, to receive from Customers the fee payable for transportation service. The Transportation provider shall notify Salek of any circumstances necessary to perform its obligations and, upon Salek’s request, present documents and evidence connected with the performance of transportation service. Salek has the right to accept the fee paid by Customers to the Transportation provider for the provision of transportation service, and to receive from the Transportation provider the Brokerage Fee for brokering such payments.
6.10. Salek shall transfer the transportation service fee paid by Customers to the bank account of the Transportation provider in accordance with the Salek Payment terms. The Transportation provider shall be entitled to review Salek Payment reports.
7. BROKERAGE FEE AND SETTLEMENTS
7.1. For brokering Salek Payments the Transportation provider shall pay Salek a Brokerage Fee equaling 15% of every Salek Payment.
7.2. Salek shall transfer the amounts collected as Salek Payments, which have been credited to the Salek’s bank account in the preceding week, to the bank account of the Transportation provider at the latest on the fourth business day of the following week. The Brokerage Fee shall be deducted from the transaction fees.
7.3. Salek may set off any Salek Payments against the Brokerage Fees and License Fees payable by the Transportation provider to Salek. Salek shall not regard the Brokerage Fee as the fee charged for transportation service, and shall not have the right of claim in respect of the brokerage Fee.
7.4. Salek shall submit the Transportation provider an overview, showing the amounts of the Salek Payments brokered to the Transportation provider as at the last Saturday of a calendar month, as well as the withheld amounts of the Brokerage Fee and the License Fee.
8. MARKETING COMPENSATION
8.1. Salek may arrange various campaigns, e.g. reduce transportation service price, if the service is paid using the Salek Payment option, or offer other benefits to market the Software.
8.2. In case of a marketing campaign, a discount is made in the Mobile Application Software. In such case the Customer shall pay for transportation service the amount, which is shown in the mobile Application Software.
8.3. In case of a marketing campaign Salek shall pay the Transportation provider a Marketing compensation, amounting to the monetary value of the benefit offered to the Customer. Such marketing Compensation shall be paid to the Transportation provider concurrently with payment of the brokered transportation service fees. Salek may set off the Marketing Compensation against the Brokerage Fee and the License Fee payable by the Transportation provider to Salek.
9.1. Salek and/or any of its subsidiaries are not liable for any loss or damage that may arise to the Transportation provider under or in connection with the Agreement or by using or in connection with the Software, including but not limited to:
9.1.1. Any direct or indirect monetary loss;
9.1.2. Loss of profit or anticipated savings;
9.1.3. Loss of business, contracts, contacts, goodwill, reputation and any loss that may arise from interruption of the business;
9.1.4. Loss or inaccuracy of data; and
9.1.5. Any other type of loss or damage.
9.2. Salek and/or any of its subsidiaries are not liable for the actions or non-actions of the Customers using the Software and shall not be liable for any loss or damage that may occur to the Transportation provider as a result of actions or non-actions of the Customers.
9.3. Salek is not liable for the proper functioning of the Software and any loss or damage that may occur to the Transportation provider as a result. Salek is entitled to terminate the use of the Software by the Transportation provider should the Transportation provider use the Software with an incompatible or unauthorized device.
9.4. Salek is not liable for any loss or damage that may arise to the Customers in connection with using the transportation service provided by the Transportation provider.
9.5. Non-performance of any of the Salek’s obligations is excused if it is caused by force majeure. Force majeure are circumstances which are beyond the control of Salek and which, at the time the Agreement was entered into, Salek could not reasonably have been expected to take into account, avoid or overcome the impediment or the consequences thereof which Salek could not reasonably have been expected to overcome.
9.6. The Transportation provider is fully liable for breach of the Agreement and/or any other applicable laws or regulations and shall stop and remedy such breach immediately after receipt of a respective demand from Salek or any state or other authority.
9.7. The Transportation provider is fully liable for any direct and/or indirect loss and/or damage that Salek and/or any of its subsidiaries may occur in connection with breach of the Agreement and/or using the Software and/or providing the transportation service by the Transportation provider. Should any such loss or damage be caused to Salek, then the Transportation provider shall compensate such damage to Salek in full within 7 (seven) days as of receipt of the respective request by the transportation provider.
9.8. The transportation provider is fully liable for any direct or indirect loss and/or damage that may arise to the Customer or any third person using the transportation service provided by the Transportation provider. Should any of the Customers present any claims against Salek in connection with the transportation service provided by the Transportation Company, then the Transportation provider shall compensate such damage to Salek in full within 7 (seven) days as of receipt of the respective request by the Transportation Company.
9.9. In case Salek is entitled to present any claims against the Transportation provider then the transportation provider shall also compensate to Salek all the cost for legal services related to establishment of the damage and submission of claims relating to compensation for the damage.
10. PROCESSING OF PERSONAL DATA
10.1. Salek collects personal data such as names, addresses, telephone numbers, e-mail addresses and location based information only with the permission of the data subject and only for the purpose necessary to enable the intended functioning of the Software and the communication.
10.3. The Transportation provider shall not process the personal data of the Customers without the permission of Salek. The Transportation provider shall not collect, record, store, grant access, use or cross-use the personal data provided by the Customers or made accessible by the Software.
10.4. Salek is the chief processor which processes personal data of the Customers and the transportation provider. The transportation provider is an authorized processor which processes personal data at the request of Salek. The procedure, manner of and conditions for processing personal data are provided at the Website (http://www.mysalek.com).
11. TERM AND TERMINATION
11.1. The Agreement enters into force as of clicking “I ACCEPT” button by the Transportation provider. Agreement is entered into for an indefinite term.
11.2. The Transportation provider may terminate the Agreement at any time by notifying Salek at least 7 (seven) calendar days in advance.
11.3. Salek may terminate the Agreement at any time by notifying the Transportation provider at least 3 (three) calendar days in advance.
11.4. Salek is entitled to immediately terminate the Agreement without giving any advance notice in case of breach of the Agreement and/or any applicable laws or regulations by the transportation provider. Salek shall have the right of extraordinary cancellation of the Agreement, if:
1) The transportation provider violates the terms and conditions of the Agreement;
2) The transportation provider’s rating drops below 4.4, or its usage rate drops below 70%;
3) The transportation provider’s operations jeopardize economic activities and reputation of Salek;
4) the Transportation provider creates a situation by which the frequency of payment for transportation service via the Salek App significantly;
5) The transportation provider renders the making of Salek Payments impossible. In case of extraordinary cancellation Salek does not have to observe the advance notice term. In case of extraordinary cancellation, Salek shall be entitled to discontinue the Transportation provider’s access to the Software, and shall deem the Agreement, and any obligations of Salek stemming from the same terminated.
11.5. Upon termination of this agreement the transportation provider must immediately stop using the Software, return to Salek all copies of the Software and delete the Software from the transportation provider’s systems and devices. The transportation provider must also delete all the data about the Customers that the Transportation provider has obtained in connection with using the Software.
12.1. Salek may amend the General Conditions at any time by posting a revised version if it on the Website. The effective date of the General Conditions shall be indicated at the end of the General Conditions.
12.2. Salek shall notify the Transportation provider of any amendments of the Agreement in a format reproducible in writing applying a 14 (fourteen) calendar days’ notice period. If the transportation provider disagrees with the amendments to the Agreement, the Transportation provider may cancel the contract within 14 (fourteen) calendar days, notifying Salek thereof in a format reproducible in writing.
12.3. A notice of cancellation of the Agreement shall be deemed duly served, after Salek has received the notice, and has sent the transportation provider a confirmation of receipt. If the transportation provider has not cancelled the Agreement within 14 (fourteen) calendar days after having been notified of the amendments, it shall be understood that the parties have agreed on the amendments to the Agreement.
13. APPLICABLE LAW AND COURT JURISDICTION
13.1. The Agreement shall be governed by, and construed and enforced in accordance with the laws of Republic of Egypt, without regard to conflict of law principles or the United Nations Convention on the International Sale of Goods.
13.2. Any dispute that may arise in connection with this Agreement, whether with respect to its existence, validity, interpretation, performance, breach, termination or otherwise, shall be settled by way of negotiations. If the respective dispute resulting from this Agreement could not be settled by the negotiations, then the dispute will be finally solved in Egypt Supreme Court in Cairo, Republic of Egypt.
14. CONTACT INFORMATION
14.1. The transportation provider is obligated to immediately notify Salek of any changes of the transportation provider’s contact information and the Transportation provider guarantees to keep the contact information accurate and up to date.
14.2. The contact information of Salek is available at the Website.
15. FINAL PROVISIONS
15.1. If any provision of the Agreement is held to be unenforceable, the parties shall substitute for the affected provision an enforceable provision that approximates the intent and economic effect of the affected provision. The failure or delay by either party to enforce any term of the agreement shall not be deemed a waiver of such term.
15.2. The Transportation provider may not assign the Agreement or any of its rights or obligations there under, if not provided otherwise by the Agreement.
15.3. Any notice required to be given under this Agreement shall be sufficiently given if:
(i) Delivered personally,
(ii) Sent by courier with proof of delivery,
(iii) Sent by registered mail or
(iv) Sent by e-mail with reception acknowledge.
Any notice which is sent or dispatched in accordance with this clause 13.3 shall be deemed to have been received:
(i) if delivered personally, at the time of delivery to the party;
(ii) if delivered by courier, on the date stated by the courier as being the date on which the envelope containing the notice was delivered to the party;
(iii) if sent by registered mail, on the 10th day after handing the document over to the post office for delivery to the party; and
(iv) if sent by e-mail, on the day the party receiving the e-mail confirms receiving the respective e-mail or on the 2nd calendar day following the dispatch of the e-mail provided that the sender has not received an error notice (notifying that the e-mail was not delivered to the party) and has sent the e-mail again on the next calendar day and has not received a similar error notice.
Date of entry into force: 01.02.2017.