Terms of Service

0. Identification of the Service Provider

These Terms of Service (the "Terms") govern the contractual relationship between:

and the natural or legal person who, acting exclusively as a business, professional or authorized representative of an organization and for purposes related to its business or professional activity, accesses, uses or subscribes to any of the Services offered by Bike Booking Engine (the "Customer").

Bike Booking Engine Services are intended exclusively for B2B relationships. They are not offered to consumers or users acting for purposes outside a business, trade, professional or occupational activity.

Bike Booking Engine develops and markets Software as a Service (SaaS) technology solutions designed to facilitate the digitalization, automation and management of businesses through a continuously evolving technology platform.

The Platform may include, among other things, booking engines, business management tools, payment processing, APIs, third-party integrations, automations, artificial intelligence, analytics, communications, mobile applications and any other functionality that Bike Booking Engine develops or incorporates during the term of this Agreement.

These Terms govern access to, subscription to and use of such Services, as well as the rights and obligations of the parties.

The Services are offered exclusively to companies, businesses and professionals for their business or professional activities. Bike Booking Engine does not offer the Platform to consumers or users acting for private purposes unrelated to such activities.

Use of the Platform entails full acceptance of these Terms and of the other contractual documentation that may apply.

1. Purpose

These Terms govern the conditions for accessing, subscribing to and using the Services provided by Bike Booking Engine through its SaaS Platform.

This Agreement constitutes the entire agreement between Bike Booking Engine and the Customer in relation to the contracted Services and supersedes any prior agreement, negotiation, communication or representation concerning the same subject matter, unless the parties have expressly agreed otherwise in writing.

The Platform is a continuously evolving technology solution. The Customer therefore acknowledges and accepts that its functionalities, technical features, processes, interfaces, integrations, modules and other components may be modified as provided in these Terms.

Nothing in this Agreement shall be construed as requiring Bike Booking Engine to develop specific functionalities, maintain any particular technical feature indefinitely or adapt the Platform to the Customer's particular needs, unless expressly agreed in writing.

2. Definitions

For the purposes of this Agreement, the following terms shall have the meanings set out below:

Customer: A natural or legal person who subscribes to or uses the Services offered by Bike Booking Engine exclusively as a business, professional or authorized representative of an organization and for purposes connected with its business or professional activity. Consumers and users acting for purposes outside such activity are excluded.

Authorized User: A natural person authorized by the Customer to access and use the Platform under the Customer's sole responsibility.

Platform: The set of applications, software, modules, APIs, interfaces, documentation, mobile applications, integrations and other technology components developed or marketed by Bike Booking Engine.

Services: Any service, functionality, module, integration, API, technical support, professional service or other service offered by Bike Booking Engine.

Account: The credentials and permissions enabling access to the Platform.

Customer Data: All information entered, generated, stored, processed or managed by the Customer through the Platform.

Content: Any data, file, document, image, video, configuration, text, communication or information incorporated by the Customer or its Authorized Users.

Third-Party Services: Products, platforms, applications, APIs or services not owned by Bike Booking Engine that may integrate with the Platform.

Documentation: Manuals, guides, articles, videos, help center materials, technical documentation, functional documentation and any other content published by Bike Booking Engine concerning the Services.

Unless the context requires otherwise, references to the singular include the plural and vice versa.

3. Scope

These Terms apply to all Services offered by Bike Booking Engine, including, among others:

• the SaaS Platform;
• functional modules;
• mobile applications;
• APIs;
• third-party integrations;
• support services;
• professional services;
• demonstration environments;
• beta versions;
• experimental functionalities; and
• future functionalities incorporated into the Platform by Bike Booking Engine.

The Customer acknowledges that certain Services may additionally be subject to specific terms, policies or supplementary documentation, which shall prevail solely with respect to the matters they specifically govern.

4. Acceptance of the Terms

As a general rule, subscription to the Services requires the Customer's express electronic acceptance of these Terms and the applicable contractual documentation through an unticked checkbox, button or equivalent mechanism capable of unequivocally evidencing the Customer's consent.

Where the Customer acts on behalf of a legal entity, the Customer represents and warrants that it has sufficient authority and powers to legally bind that entity.

Bike Booking Engine may retain reasonable evidence of acceptance, including the exact version of the documents accepted, date and time, Account, Authorized User, company, order or subscribed plan, IP address and other technical records reasonably necessary to evidence the transaction.

Bike Booking Engine shall make the contractual terms available to the Customer before subscription in a form that allows them to be stored and reproduced and, where applicable, shall confirm receipt of acceptance by email, through the Platform or by another storable electronic means.

Access to or use of the Services after initial acceptance may evidence performance of the Agreement, but shall not replace express acceptance where required by applicable law or by the applicable subscription process.

If the Customer does not accept all of these Terms, it must refrain from subscribing to or using the Services.

5. Capacity to Contract and B2B-Only Nature

The Customer represents and warrants that it:

• acts exclusively as a business, professional or authorized representative of an organization;
• subscribes to and uses the Services solely for purposes related to its business or professional activity;
• does not act as a consumer or user for purposes unrelated to such activity;
• has sufficient legal capacity to enter into this Agreement;
• where acting on behalf of a legal entity, has sufficient authority to bind it;
• provides true, complete and up-to-date information during registration or subscription;
• will use the Platform in accordance with applicable law;
• will keep Account information up to date; and
• will act in good faith in its dealings with Bike Booking Engine.

Bike Booking Engine may request additional information where reasonably necessary to verify the Customer's identity, business or professional status and authority, prevent fraud, comply with legal obligations, protect Platform security or safeguard the Company's legitimate rights and interests.

Unjustified refusal to provide such information may prevent subscription or justify temporary suspension of certain Services.

6. Order of Precedence and Contractual Hierarchy

In the event of conflict between the documents governing the relationship between the Parties, the following order shall apply, in each case only with respect to the matters specifically governed by the relevant document:

1. Mandatory applicable law.
2. The Order Form, commercial proposal, special terms or specific subscription document expressly accepted by both Parties.
3. Specific terms governing a particular Service or module, including, where applicable, the FlexyRent Pay Terms, solely with respect to that Service or module.
4. These Terms of Service.
5. The Data Processing Agreement (DPA), solely with respect to the processing of personal data on behalf of the Customer.
6. The Service Level Agreement (SLA), where applicable, solely with respect to service levels.
7. The Acceptable Use Policy (AUP).
8. The Security Policy.
9. The Backup & Retention Policy.
10. The Privacy Policy, with respect to processing activities for which Bike Booking Engine acts as Controller.
11. The Cookie Policy.
12. The Legal Notice.
13. Any other contractual documentation expressly incorporated by reference.

Where two documents govern the same matter, the higher-ranking document above shall prevail and, within the same rank, the document that regulates the matter more specifically shall prevail.

No merely informational policy shall, by itself, amend a contractual condition expressly agreed with the Customer.

7. Description of the Services

Bike Booking Engine provides a Software as a Service (SaaS) technology platform accessible via the Internet and designed to facilitate business management through different modules, tools and functionalities.

The Services may include, among others:

• booking engines;
• customer management;
• product and resource management;
• invoicing;
• payment processing;
• APIs;
• third-party integrations;
• automation tools;
• artificial intelligence;
• report generation;
• mobile applications;
• communications;
• technical support;
• documentation; and
• any other functionalities incorporated by Bike Booking Engine during the term of this Agreement.

Available functionalities depend on the subscribed plan, the Customer's configuration and the continuous evolution of the Platform.

Commercial information, demonstrations, advertising materials, screenshots, videos, examples or documentation published by Bike Booking Engine are illustrative only and do not constitute a binding contractual offer unless expressly incorporated into a commercial proposal or agreement accepted by both parties.

8. Continuous Evolution of the Platform

The Customer acknowledges and accepts that the Platform is software subject to constant evolution and continuous improvement.

Accordingly, Bike Booking Engine may, at any time and on reasonable business grounds:

• add new functionalities;
• modify existing functionalities;
• reorganize internal processes;
• improve user experience;
• update the graphical interface;
• modify workflows;
• replace technologies;
• modify APIs;
• update third-party libraries or components;
• optimize performance;
• strengthen security;
• correct errors;
• eliminate technical debt;
• introduce automations;
• incorporate artificial-intelligence-based functionalities; and
• adapt the Platform to technological, regulatory or market changes.

The normal evolution of the Platform shall not constitute a breach of contract or create any right to compensation, provided that it does not eliminate an expressly contracted essential functionality without offering a reasonably equivalent functional alternative, unless such elimination is required for legal, regulatory, security or technical reasons that make continued maintenance unfeasible.

9. Business Freedom

The Customer acknowledges that Bike Booking Engine develops and provides the Services in a continuously evolving technological and business environment.

Accordingly, Bike Booking Engine may, on reasonable business grounds:

• modify its commercial strategy;
• change its corporate name;
• use new trademarks;
• reorganize its corporate structure;
• merge;
• demerge;
• sell all or part of its business;
• transfer technology assets;
• create new product lines;
• reorganize existing products;
• replace technologies;
• modify its technical architecture;
• modify internal processes;
• outsource certain services; and
• engage new technology partners.

None of the foregoing shall, by itself, constitute a breach of contract or entitle the Customer to terminate the Agreement or claim compensation, provided that Bike Booking Engine continues to provide substantially the contracted Services or functionally equivalent services.

10. Updates and New Versions

Bike Booking Engine may deploy updates, new versions, security patches, functional improvements, optimizations, technical modifications or infrastructure changes whenever reasonably necessary for the proper provision of the Services.

Such actions may be carried out:

• on a scheduled basis;
• as preventive maintenance;
• to correct incidents;
• to strengthen security;
• to improve performance;
• to adapt the Platform to technological changes;
• to comply with legal or regulatory obligations; or
• for any other reasonable technical, operational or organizational need.

Where reasonably possible, Bike Booking Engine shall seek to minimize the impact on Customers.

Certain actions may nevertheless require temporary Service interruptions, particularly where necessary to preserve the security, stability, availability or integrity of the Platform.

11. Beta Versions and Experimental Functionalities

Bike Booking Engine may offer certain functionalities identified as:

• Beta;
• Preview;
• Early Access;
• Experimental;
• Labs;
• Pilot; or
• any equivalent designation.

The Customer acknowledges that such functionalities may:

• contain errors;
• be materially modified;
• be temporarily or permanently interrupted;
• be withdrawn without prior notice;
• not achieve the same level of stability, performance or availability as the rest of the Platform; or
• be subject to limited documentation.

Use of Beta functionalities is voluntary and at the Customer's sole responsibility.

Unless expressly agreed otherwise in writing, Bike Booking Engine does not guarantee the continuity, availability, evolution or definitive incorporation of experimental functionalities.

12. Third-Party Services and Integrations

The Platform may integrate with services, applications, APIs, infrastructure or technologies provided by third parties.

Unless Bike Booking Engine expressly assumes a specific obligation in writing, such services are provided under the sole responsibility of their respective providers.

Bike Booking Engine does not guarantee:

• permanent availability of third-party services;
• continuity of their APIs;
• future compatibility of integrations;
• indefinite maintenance of particular integrations; or
• commercial terms applied by such providers.

The modification, limitation, suspension or withdrawal of third-party services may affect certain Platform functionalities without constituting a breach by Bike Booking Engine.

Where reasonably necessary, Bike Booking Engine may replace an integration with a functionally equivalent one or withdraw an integration that is no longer technically, economically, legally, operationally or securely viable.

13. Principle of Business Reasonableness

Unless these Terms expressly provide otherwise, Bike Booking Engine may take technical, commercial, organizational, operational or security decisions reasonably necessary to:

• ensure continuity of the Services;
• protect the Platform;
• strengthen security;
• optimize performance;
• improve Customer experience;
• adapt the Services to technological developments;
• adapt to regulatory or legislative changes;
• protect Bike Booking Engine's legitimate rights and interests;
• protect the rights and interests of its Customers; and
• safeguard the stability, integrity and sustainability of the Platform ecosystem.

Such decisions shall not constitute a breach merely because they alter the manner in which the Services are provided, provided that they do not deprive the Customer of the essence of the contracted Services.

Decisions adopted in accordance with this section shall be deemed a legitimate exercise of Bike Booking Engine's management, organizational and business-evolution powers and shall not, by themselves, create any right to compensation, damages or termination, unless mandatory law expressly provides otherwise.

13 bis. Role of Bike Booking Engine in Rental and Booking Transactions

Where the Platform is used to manage bookings, rentals, deliveries, returns, deposits, charges, inventory or other transactions between the Customer and its own end customers, Bike Booking Engine acts exclusively as a technology provider.

Unless Bike Booking Engine expressly agrees otherwise in writing, it:

• does not rent bicycles, vehicles, equipment or other goods to the end customer;
• is not a party to the rental, booking, sale or service agreement between the Customer and the end customer;
• does not act as agent, mandatary, representative, insurer or guarantor of the Customer or end customer;
• does not determine the Customer's prices, deposits, security deposits, inventory, availability, taxes, insurance, cancellation, return or no-show policies;
• does not guarantee the identity, solvency, conduct or performance of the end customer;
• is not responsible for the condition, maintenance, safety, regulatory compliance, delivery, return or use of rented goods; and
• is not responsible for accidents, injuries, property damage, theft, loss, insurance, penalties, taxes or claims arising from the relationship between the Customer and the end customer, except to the extent that the damage results directly and exclusively from a Platform failure attributable to Bike Booking Engine.

The Customer is solely responsible for correctly configuring and maintaining its products, resources, calendars, availability, prices, taxes, deposits, commercial policies and other operational parameters. Bike Booking Engine shall not be liable for overlaps or double bookings arising from incorrect configurations, incomplete data, third-party integrations, transactions carried out outside the Platform, synchronization delays not attributable to Bike Booking Engine or any other cause not directly attributable to Bike Booking Engine software.

The Customer is also responsible for complying with the laws applicable to its business, including, where relevant, consumer law, safety of products and rented goods, mandatory or advisable insurance, pre-contractual information, invoicing, taxation, data protection, contracting, e-commerce and the legality of charges made to its end customers.

14. Account Creation

Access to certain Platform functionalities requires the creation of a Customer Account.

The Customer must provide true, complete, accurate and up-to-date information during registration and undertakes to keep such information continuously updated while using the Services.

Bike Booking Engine may reject a registration request or refuse to create an Account where reasonable grounds exist relating to:

• Platform security;
• fraud prevention;
• compliance with legal obligations;
• prior breaches of agreements with Bike Booking Engine;
• use of false or misleading identities; or
• any other circumstance that may reasonably put the Services, other Customers or the Company at risk.

Creation of an Account does not automatically constitute acceptance of a subscription to the Services and does not require Bike Booking Engine to maintain the Account indefinitely.

15. Authorized Users

The Customer is solely responsible for appointing, managing and controlling the persons authorized to access its Account.

Each Authorized User must use only the credentials assigned to that person.

Unless expressly authorized in writing by Bike Booking Engine, it is prohibited to:

• share credentials among several persons;
• use generic accounts intended to circumvent limits of the subscribed plan;
• provide access to unauthorized third parties; or
• allow access by persons outside the Customer's organization where incompatible with the nature of the contracted Service.

The Customer shall be liable to Bike Booking Engine for all actions carried out through the accounts of its Authorized Users.

16. Account Security

The Customer is responsible for maintaining the confidentiality of its access credentials and taking reasonable measures to prevent unauthorized access.

In particular, the Customer undertakes to:

• use strong passwords;
• keep credentials confidential;
• not share credentials with unauthorized third parties;
• protect devices used to access the Platform;
• close sessions where appropriate; and
• immediately report any suspected unauthorized access or compromise of Account security.

Bike Booking Engine may offer additional authentication or security mechanisms, the use of which may be mandatory for certain Services or plans.

Failure by the Customer to use security measures reasonably made available may be taken into account when determining responsibility for a security incident.

17. Responsibility for the Account

The Customer is responsible for all activities carried out through its Account unless it demonstrates that such activities result directly and exclusively from a security failure attributable to Bike Booking Engine.

In particular, the Customer is responsible for:

• permission management;
• user configuration;
• actions of its employees;
• actions of its collaborators;
• use of APIs under its credentials;
• integrations authorized by it;
• information entered into the Platform; and
• any action performed from its Account or by its Authorized Users.

Bike Booking Engine shall not be liable for damage arising from misuse of credentials where such misuse is not the direct result of a breach attributable to Bike Booking Engine.

18. Suspension and Access Restrictions

Bike Booking Engine may temporarily suspend, limit or restrict access to an Account, in whole or in part, where reasonably necessary to:

• protect Platform security;
• prevent fraudulent activities;
• investigate security incidents;
• comply with legal obligations;
• respond to requests from competent authorities;
• protect the legitimate rights or interests of Bike Booking Engine or third parties;
• prevent harm to other Customers;
• preserve Platform stability, availability or integrity;
• verify the Customer's identity; or
• prevent a reasonable risk to the Services.

Where circumstances permit, Bike Booking Engine shall seek to inform the Customer of the suspension.

Where urgency requires, suspension may occur without prior notice.

Security measures adopted under this section shall not constitute a breach of contract or create any right to compensation.

19. Account Recovery and Closure

The Customer may request recovery of access to its Account through the procedures established by Bike Booking Engine.

Bike Booking Engine may require additional information to verify the requester's identity before restoring access.

Failure to reasonably establish ownership of an Account may prevent recovery.

Cancellation of an Account does not necessarily result in immediate deletion of associated data, which shall be processed in accordance with these Terms, the Data Processing Agreement (DPA), the Privacy Policy and the Backup & Retention Policy.

20. Customer Administration of the Account

The Customer acknowledges and accepts that administration of its Account and management of Authorized Users, permissions, roles, credentials, configurations and access levels are the Customer's sole responsibility.

The Customer must establish and maintain appropriate internal procedures to ensure that only authorized persons have access to the Platform and that access rights remain up to date throughout the contractual relationship.

In particular, the Customer is responsible for:

• creating, modifying and deleting Authorized Users;
• assigning appropriate permissions and access levels;
• periodically reviewing granted access;
• immediately revoking access for employees, collaborators, suppliers or third parties who are no longer authorized;
• ensuring that Users use the Platform in accordance with these Terms and the Acceptable Use Policy (AUP); and
• supervising use of the Platform within its organization.

Bike Booking Engine shall not supervise the Customer's internal decisions concerning user administration, permissions or credentials except where strictly necessary to provide technical support, comply with a legal obligation or protect Platform security.

Failure to review, update or revoke access permissions shall not create liability for Bike Booking Engine.

21. Plans and Subscription Models

Bike Booking Engine may offer the Services through different subscription plans, contracting models, licenses, add-on modules or complementary services.

The features, functionalities, usage limits, prices and conditions of each plan shall be those in force at the time of subscription and may be consulted through the Website, the Platform or the relevant commercial proposal.

Subscription to a particular plan only grants the Customer the right to use the Services expressly included in that plan during the subscribed period and in accordance with the terms then in force.

Unless expressly agreed in writing, no plan includes functionalities, developments, integrations or services not expressly described as part of that plan.

22. Prices

Applicable prices are those published by Bike Booking Engine or expressly agreed in writing with the Customer at the time of subscription.

Prices may be displayed inclusive or exclusive of taxes depending on applicable law and jurisdiction.

Taxes, duties, withholding taxes, bank fees, currency conversion costs or any other charge not imposed by Bike Booking Engine shall be borne by the Customer unless mandatory law expressly provides otherwise.

Typographical, technical, computer or manifest errors relating to prices, promotions or commercial terms may be corrected by Bike Booking Engine at any time without creating any right for the Customer.

23. Billing

Fees for the contracted Services shall be invoiced at the frequency established during subscription or in the relevant commercial proposal.

The Customer authorizes Bike Booking Engine to issue invoices electronically unless applicable law requires another format or the Customer expressly requests another format where legally available.

Invoices shall be available through the Platform or sent to the email address provided by the Customer.

The Customer is responsible for keeping billing information up to date and notifying any change that may affect correct invoicing.

24. Automatic Renewal

Unless expressly stated otherwise during subscription, subscriptions renew automatically for successive periods equal to the initial subscription period.

The Customer may prevent automatic renewal by cancelling the subscription before the start of the next billing period through the procedures made available by Bike Booking Engine.

Cancellation prevents future renewal but does not entitle the Customer to a refund for the subscription period already commenced, unless mandatory law expressly provides otherwise.

25. Plan Changes

The Customer may request a change between available subscription plans in accordance with Bike Booking Engine procedures.

Changes may involve modifications to:

• available functionalities;
• usage limits;
• storage capacity;
• number of users;
• integrations;
• included modules;
• subscription price; and
• any other feature associated with the new plan.

Bike Booking Engine may establish the financial conditions applicable to each plan change, including immediate effect, prorating, deferred billing or application from the next renewal period.

26. Taxes

Unless expressly stated otherwise, all amounts are exclusive of applicable indirect taxes.

The Customer is responsible for payment of taxes, duties, levies or withholding taxes applicable under the laws of the jurisdiction in which it operates.

Where Bike Booking Engine is legally required to charge particular taxes, they shall be added to the relevant invoice.

27. Late and Unpaid Amounts

The Customer must pay all amounts due by the applicable due date.

Non-payment, rejected direct debits, charge reversals, revocation of payment authorizations or any other event preventing collection may constitute a breach of contract.

Bike Booking Engine may claim outstanding amounts and reasonable recovery costs to the extent permitted by applicable law.

Failure to exercise these rights immediately does not constitute a waiver.

28. Suspension for Non-Payment

Bike Booking Engine may suspend access to all or part of the Services where overdue amounts remain unpaid by the Customer.

Where reasonably possible, Bike Booking Engine shall seek to notify the Customer in advance.

Suspension for non-payment does not extinguish the Customer's obligation to pay outstanding amounts and does not create any right to damages or compensation.

Bike Booking Engine may restore access once the Customer's financial position has been regularized, without prejudice to the terms in force at that time.

29. Changes to Prices and Commercial Model

Bike Booking Engine may modify at any time:

• prices;
• subscription plans;
• included functionalities;
• usage limits;
• contracting models;
• billing model;
• commercial structure of the Services; and
• any other economic or commercial condition.

Where such changes affect existing subscriptions, Bike Booking Engine shall seek to notify the Customer with reasonable advance notice before they take effect.

Continued use of the Services after a change becomes effective constitutes acceptance of the new conditions, without prejudice to the Customer's right not to renew the subscription if it does not agree.

Subscription to a particular plan does not give the Customer any right to retain indefinitely the features, functionalities, limits, prices or commercial conditions existing at the time of subscription.

30. Promotions and Discounts

Bike Booking Engine may offer promotions, discounts, trial periods, credits, special conditions or temporary commercial benefits.

Unless expressly stated otherwise, such promotions:

• are limited in nature;
• may be subject to specific requirements;
• may not be combined; and
• may be modified or withdrawn at any time with respect to future subscriptions.

The granting of a promotion or special commercial condition to one Customer does not create any right for that Customer or third parties to demand equivalent conditions in the future.

31. Payment Methods

Bike Booking Engine may accept one or more payment methods directly or through specialized third-party payment service providers.

The Customer is responsible for keeping payment information associated with its Account up to date and ensuring that it has sufficient authorization to use the selected payment method.

Technical payment processing may be carried out by third-party payment service providers.

Bike Booking Engine shall not be liable for interruptions, declines, limitations or incidents attributable to such providers, financial institutions or payment networks, without prejudice to making reasonable efforts to assist in resolving incidents where possible.

31 bis. FlexyRent Pay

The Customer's use of FlexyRent Pay constitutes a specific Service and is additionally subject to the FlexyRent Pay Terms in force from time to time.

Those terms shall govern, among other matters, the involvement of payment service providers, KYC or verification processes, payouts, reserves and holds where applicable, fees, refunds, disputes, chargebacks, fraud, negative balances, subsequent charges, deposits, damages, no-shows, end-customer authorization, preventive suspension of transactions, payment provider terms and the allocation of responsibilities regarding payment security and PCI.

Bike Booking Engine acts as a technology provider and not as a credit institution, bank or payment institution, unless expressly stated otherwise pursuant to an applicable regulatory authorization. Regulated payment services shall be provided by the relevant payment service provider under its own terms and conditions.

In the event of conflict between these general Terms and the FlexyRent Pay Terms concerning matters specific to the FlexyRent Pay Service, the latter shall prevail in accordance with section 6.

32. License to Use

During the term of this Agreement and provided that the Customer fully complies with its contractual obligations, Bike Booking Engine grants the Customer a license that is:

• limited;
• non-exclusive;
• non-transferable;
• non-sublicensable; and
• revocable in the circumstances provided in these Terms.

The license permits use of the Platform solely for the purposes of the Customer's business activity and only in accordance with the subscribed plan.

This license does not transfer, assign or sell the Platform or any intellectual or industrial property rights associated with it.

All rights not expressly granted to the Customer are reserved by Bike Booking Engine.

33. Restrictions on Use

Unless expressly authorized in writing by Bike Booking Engine, and without prejudice to acts that cannot be contractually prohibited under mandatory applicable law, the Customer may not:

• copy all or part of the Platform;
• reproduce protected functionalities;
• modify the software;
• distribute the Platform;
• market it;
• sublicense it;
• rent it;
• assign it to third parties;
• use it as a service for third parties beyond the authorized use;
• remove intellectual property notices;
• circumvent technical protection measures;
• access components not intended for the Customer;
• reverse engineer, decompile, disassemble or systematically observe the Platform for purposes of reproduction or development of competing products; or
• use the Platform contrary to the Acceptable Use Policy (AUP).

The foregoing restrictions do not prevent acts of backup, observation, study, verification or decompilation that are mandatorily permitted by applicable law, including where necessary to achieve interoperability of an independently created program and the relevant legal requirements are satisfied.

Any use not expressly authorized shall constitute a material breach of this Agreement unless the conduct is protected by mandatory law.

34. Intellectual and Industrial Property

The Platform, software, source code, object code, technology architecture, databases, data models, documentation, manuals, user interfaces, APIs, algorithms, internal processes, business logic, functional structure, organization of information, designs, trademarks, logos, trade names, domain names and any other element developed or used by Bike Booking Engine are and shall remain the exclusive property of Bike Booking Engine or its licensors.

Nothing in these Terms transfers any intellectual or industrial property rights.

The Customer acquires only a limited right of use in accordance with these Terms.

35. Software Protection

Protection afforded to the Platform is not limited to source code or executable software.

It also includes, among other things:

• functional architecture;
• business logic;
• workflows;
• process structure;
• organization of information;
• user experience;
• dashboards;
• graphical interfaces;
• operating methodologies;
• data models;
• automations;
• intelligent assistants;
• functional designs;
• technical and functional documentation; and
• any other original development eligible for protection under applicable law.

The Customer acknowledges that much of the Platform's value lies precisely in these elements, whose unauthorized reproduction, imitation or exploitation is expressly prohibited.

36. APIs

APIs made available by Bike Booking Engine form an integral part of the Platform and are likewise protected by intellectual and industrial property laws.

The Customer may use them only in accordance with official documentation and for purposes authorized by Bike Booking Engine.

Unless expressly authorized in writing, it is prohibited to:

• access undocumented endpoints;
• circumvent technical limitations;
• use private APIs;
• develop tools intended to reproduce the internal operation of the Platform; or
• use APIs to develop competing products.

Bike Booking Engine may modify, replace, limit or withdraw any API where reasonably necessary for the evolution, security or stability of the Platform.

37. Artificial Intelligence

Unless expressly authorized in writing by Bike Booking Engine, the Customer may not use the Platform, APIs, documentation, manuals, videos, support responses, training materials, screenshots, workflows, prompts, responses generated by artificial intelligence systems or any other content provided by Bike Booking Engine to:

• train artificial intelligence models;
• train language models;
• develop competing virtual assistants;
• create knowledge bases for competing products;
• reproduce protected functionalities;
• develop substantially similar software; or
• enable any third party to carry out any of the foregoing.

This does not prevent legitimate use of artificial intelligence tools by the Customer for its own business activity, provided that such use does not involve appropriation or exploitation of Bike Booking Engine's intellectual property.

38. Benchmarking and Competition

Unless expressly authorized in writing, the Customer may not use the Platform for the purpose of:

• conducting systematic benchmarking studies;
• analyzing internal processes for competitive purposes;
• documenting functionalities to develop competing products;
• preparing comparisons intended to develop similar software;
• reproducing business processes; or
• systematically observing the Platform to replicate its operation.

Nothing in this section prevents the Customer from carrying out reasonable internal evaluations to decide whether to subscribe to or legitimately use the Services.

39. Customer Feedback

The Customer may voluntarily provide suggestions, ideas, comments, improvement proposals, recommendations or other feedback relating to the Platform.

Unless expressly agreed otherwise in writing, the Customer grants Bike Booking Engine a worldwide, royalty-free, irrevocable, perpetual, non-exclusive right to use, incorporate, modify, adapt, develop and exploit such feedback for any purpose related to the development, improvement or commercialization of the Platform, without any obligation of financial compensation, attribution or further authorization.

The Customer warrants that it has the necessary rights to provide such feedback.

40. Reservation of Rights

All intellectual, industrial, commercial, technological and other rights not expressly granted to the Customer under these Terms remain reserved by Bike Booking Engine.

Failure by Bike Booking Engine to exercise any right recognized in these Terms does not constitute a waiver and does not prevent later exercise.

Nothing in this Agreement shall be construed as an implied assignment of rights, a broader license than expressly granted or a limitation on Bike Booking Engine's right to develop, market, modify or license similar or different products, technologies or services.

40 bis. Ownership and Use of Customer Data

As between the Parties, the Customer retains all rights, title and interest it may hold in Customer Data and Content incorporated into the Platform. Bike Booking Engine does not acquire ownership of such data by providing the Services.

The Customer grants Bike Booking Engine, during the term of the Agreement and applicable legal or contractual retention periods, a limited, non-exclusive and non-transferable license, except to authorized subprocessors, to host, copy, process, transmit and use Customer Data solely to the extent necessary to provide, maintain, secure, support and technically improve the Services, comply with the Customer's documented instructions and meet legal obligations.

Bike Booking Engine may generate and use statistical data, metrics, telemetry and aggregated or anonymized datasets derived from use of the Platform, provided that such data does not reasonably identify the Customer, its Authorized Users or natural persons. Such data may be used for analytics, security, capacity planning, research, aggregated benchmarking, product improvement and business planning.

Bike Booking Engine shall not use Customer Personal Data processed on the Customer's behalf to train its own or third-party general artificial intelligence models unless expressly and documentably authorized by the Customer or the data has first been irreversibly anonymized in accordance with applicable law.

41. General Customer Obligations

The Customer undertakes to use the Services in accordance with applicable law, these Terms, the Acceptable Use Policy (AUP) and the other applicable contractual documentation.

In particular, the Customer is responsible for:

• using the Platform in good faith and for its intended purpose;
• ensuring its Authorized Users comply with these Terms;
• keeping Account information up to date;
• properly configuring the Platform for its needs;
• periodically reviewing access permissions;
• protecting access credentials;
• adequately training its personnel where necessary;
• verifying information entered into and generated by the Platform; and
• reasonably cooperating with Bike Booking Engine for proper provision of the Services.

42. Regulatory Compliance

The Customer acknowledges and accepts that the Platform is a technology tool supporting business management.

The Customer is solely responsible for ensuring that use of the Platform complies with all legal, tax, accounting, employment, administrative, regulatory or other obligations applicable to its business and the jurisdictions in which it operates.

Bike Booking Engine may develop functionalities intended to facilitate compliance with certain legal or regulatory obligations.

However, such functionalities:

• do not constitute legal advice;
• do not constitute tax advice;
• do not constitute accounting advice;
• do not guarantee compliance with applicable law; and
• do not replace advice from qualified professionals.

Use of the Platform does not relieve the Customer of its obligation to verify compliance with applicable law or transfer that responsibility to Bike Booking Engine.

43. Accuracy of Information

The Customer is solely responsible for the accuracy, completeness, lawfulness and currency of all information entered, imported, configured or managed through the Platform.

Bike Booking Engine shall not be liable for errors, losses, incidents or damage arising from:

• incorrect data;
• incorrect configurations;
• incomplete information;
• duplicates;
• omissions;
• defective imports; or
• any other information provided by the Customer or its Authorized Users.

44. Technological Dependency

The Customer acknowledges that no software can guarantee completely uninterrupted, error-free operation or suitability for every particular circumstance of every organization.

The Platform is a supporting technology tool that must be integrated into the Customer's internal procedures.

The Customer must not organize its business so that it depends exclusively on the permanent availability of the Platform.

45. Business Continuity

The Customer is solely responsible for establishing the internal procedures, controls, contingency plans and alternative mechanisms reasonably necessary to ensure continuity of its business.

Temporary unavailability, performance degradation or functional limitation of the Platform does not relieve the Customer from taking the measures necessary to continue its business.

Bike Booking Engine shall not be liable for consequences arising from the Customer's lack of internal business-continuity procedures.

46. Duty to Mitigate Damage

In the event of an incident, the Customer undertakes to take all reasonable measures to limit any resulting damage.

Among other actions, the Customer shall reasonably cooperate with Bike Booking Engine by providing necessary information, following reasonable technical instructions and avoiding actions that unnecessarily increase damage.

Bike Booking Engine shall not be liable for damage that could reasonably have been avoided through diligent action by the Customer.

47. No Professional Advice

Unless the provision of specific professional services is expressly agreed in writing, Bike Booking Engine does not provide legal, tax, accounting, financial, employment, administrative, business or consulting advice.

All information, documentation, automation, calculations, suggestions or functionality provided through the Platform are informational or instrumental only.

The Customer is solely responsible for assessing the suitability of such information to its circumstances and, where necessary, obtaining independent professional advice.

48. Responsibility for Third Parties

The Customer is responsible for its relationships with third parties, including, among others:

• technology providers;
• financial institutions;
• payment service providers;
• external platforms;
• integrations;
• developers;
• consultants; and
• any other collaborators.

Bike Booking Engine shall not be liable for errors, interruptions, breaches or incidents attributable to such third parties, even where their services are integrated with the Platform.

49. Duty to Cooperate

The Customer shall cooperate in good faith with Bike Booking Engine where reasonably necessary to investigate incidents, provide technical support, verify errors or restore proper operation of the Services.

In particular, the Customer shall provide information and documentation reasonably necessary to identify the incident and shall not unjustifiably obstruct support activities.

Failure to cooperate may limit Bike Booking Engine's ability to resolve certain incidents and shall be taken into account when determining related responsibilities.

50. Liability for Breach

The Customer shall be liable to Bike Booking Engine and third parties for damages, losses, claims, penalties, costs or liabilities arising from breach of the obligations assumed under these Terms.

Where damage or an incident results wholly or partly from the Customer's breach of contractual obligations, Bike Booking Engine shall not be liable for the consequences of that breach.

51. Human Oversight of Automated Processes and Artificial Intelligence

The Customer acknowledges that automated Platform functionalities, including those based on artificial intelligence, machine learning, automations, virtual assistants or decision-support systems, are assistance tools and do not replace human judgment, assessment or oversight.

The Customer is solely responsible for reviewing, validating and verifying outputs generated by such functionalities before making business, commercial, financial, tax, employment, legal, operational or other decisions based on them.

Bike Booking Engine does not guarantee that outputs generated by automated or artificial-intelligence functionalities are accurate, complete, current or suitable for a particular case and shall not be liable for decisions made by the Customer solely on the basis of such outputs.

52. Availability of the Services

Bike Booking Engine shall use commercially reasonable efforts to maintain the general availability, stability and operation of the Platform.

The Customer nevertheless acknowledges that the Services may be temporarily affected by:

• maintenance;
• updates;
• deployment of new versions;
• technical incidents;
• infrastructure issues;
• communications failures;
• actions of external providers;
• cyberattacks;
• force majeure; or
• any other circumstance reasonably beyond Bike Booking Engine's control.

Temporary unavailability of the Services shall not, by itself, constitute a breach of contract.

53. No Absolute Warranty

Unless mandatory law expressly provides otherwise, the Services are provided "as is" and "as available."

Bike Booking Engine does not warrant that the Platform:

• will operate without interruption;
• will be completely free of errors, defects or incidents;
• will be compatible with every Customer software, device or infrastructure;
• will satisfy all particular Customer needs;
• will achieve particular business results;
• will remain unchanged throughout the term of the Agreement; or
• that any incident can be resolved immediately.

Bike Booking Engine shall use commercially reasonable efforts to correct detected incidents in accordance with its internal procedures and the Service Level Agreement (SLA), where applicable.

54. General Limitation of Liability

To the maximum extent permitted by applicable law, Bike Booking Engine shall only be liable for direct damage that is the immediate and exclusive consequence of a contractual breach or intentional or grossly negligent act attributable to Bike Booking Engine.

Bike Booking Engine shall not be liable for damage caused wholly or partly by the Customer, third parties, external providers, unforeseeable events or circumstances beyond its reasonable control.

55. Exclusion of Indirect Damages

To the maximum extent permitted by applicable law, Bike Booking Engine shall not be liable for indirect, incidental, special, exemplary, consequential or punitive damages.

In particular, without limitation, it shall not be liable for:

• loss of profits;
• loss of revenue;
• loss of business opportunities;
• loss of customers;
• loss of reputation;
• loss of goodwill;
• loss of productivity;
• business interruption;
• loss of information arising from the Customer's breach of its obligations;
• replacement-service costs; or
• any other indirect or consequential losses.

The foregoing applies even where Bike Booking Engine has been advised of the possibility of such damage.

56. Customer Business Decisions

The Customer acknowledges that the Platform is a tool supporting management and decision-making.

All business, commercial, financial, tax, legal, employment, operational or strategic decisions made using information, statistics, reports, automations, recommendations or artificial-intelligence functionalities provided by the Platform are the Customer's sole responsibility.

Bike Booking Engine shall not be liable for consequences arising from decisions made by the Customer based wholly or partly on information provided by the Platform.

57. Maximum Liability

To the maximum extent permitted by applicable law, Bike Booking Engine's total aggregate liability arising from any claim relating to these Terms or the Services shall not exceed, in aggregate, the amount actually paid by the Customer to Bike Booking Engine during the twelve (12) months immediately preceding the event giving rise to the claim.

Where the contractual relationship has lasted less than twelve (12) months, the limit shall be the amount actually paid during the entire contractual relationship.

This limitation shall not apply where mandatory law expressly prohibits such limitation.

58. Force Majeure

Bike Booking Engine shall not be liable for failure or delay in performing its obligations where caused by events beyond its reasonable control, including, among others:

• natural disasters;
• fires;
• floods;
• wars;
• armed conflicts;
• terrorist acts;
• civil unrest;
• general strikes;
• pandemics;
• government decisions;
• widespread Internet outages;
• power-supply failures;
• particularly serious cyberattacks; or
• any other event of a similar nature.

For as long as the force majeure event continues, affected obligations shall be suspended to the extent necessary.

59. Third-Party Dependencies

The Customer acknowledges that provision of the Services may depend wholly or partly on infrastructure, networks, platforms, APIs or services provided by third parties.

Bike Booking Engine shall not be liable for interruptions, limitations, modifications, errors, unavailability or breaches attributable to such third parties, including hosting providers, cloud services, communications networks, payment service providers, artificial intelligence platforms, email services, messaging, mapping or other external services.

Where reasonably possible, Bike Booking Engine shall seek to take measures to minimize the impact of such incidents.

60. Indemnification of Bike Booking Engine

The Customer shall defend, indemnify and hold harmless Bike Booking Engine and its directors, employees, collaborators and representatives from any claim, proceeding, penalty, liability, damage, cost or expense, including reasonable legal fees, arising from:

• the Customer's breach of these Terms;
• unlawful or improper use of the Platform;
• infringement of third-party rights;
• unlawful processing of personal data by the Customer;
• Content entered by the Customer;
• the Customer's breach of applicable law; or
• any act attributable to the Customer or its Authorized Users.

This obligation survives termination of the Agreement with respect to events occurring during its term.

61. Legal Exceptions

Nothing in this Chapter excludes or limits liability that cannot be excluded or limited under mandatory applicable law.

In particular, nothing in these Terms excludes liability for wilful misconduct, fraud or any other circumstance in which the law expressly prohibits exclusion or limitation of liability.

62. Term of the Agreement

This Agreement enters into force upon acceptance of these Terms or subscription to the Services, whichever occurs first.

Unless expressly stated otherwise, the Agreement remains in force while the Customer maintains an active subscription or continues to use the Services.

63. Renewal

Unless expressly agreed otherwise, the Agreement renews automatically in accordance with the subscribed period.

Each renewal is subject to the commercial terms, functionalities and prices in force on the renewal date.

Renewal does not imply continuation of historical plans, functionalities, limits or prices.

64. Cancellation by the Customer

The Customer may cancel its subscription at any time using the procedures made available by Bike Booking Engine.

Cancellation prevents automatic renewal of the next subscription period but does not result in a refund of amounts already paid for the current period unless mandatory law expressly provides otherwise.

Cancellation does not extinguish outstanding payment obligations or obligations which by their nature must survive termination.

65. Suspension by Bike Booking Engine

Bike Booking Engine may temporarily suspend all or part of the Services where reasonably necessary to:

• protect Platform security;
• investigate fraudulent activities;
• prevent harm to other Customers;
• perform maintenance;
• correct critical incidents;
• comply with legal obligations;
• respond to requests from competent authorities;
• protect its rights or those of third parties; or
• address a Customer breach of these Terms.

Where reasonably possible, Bike Booking Engine shall seek to notify the Customer before suspension.

Where urgency requires, suspension may occur without prior notice.

66. Termination of the Agreement

Bike Booking Engine may terminate this Agreement where any of the following occurs:

• material breach of these Terms;
• repeated breach of contractual obligations;
• non-payment of overdue amounts;
• unlawful use of the Platform;
• infringement of intellectual property rights;
• breach of the Acceptable Use Policy;
• use of the Platform for fraudulent or criminal purposes;
• serious risk to Platform or third-party security;
• provision of false information during subscription; or
• any other cause that makes continuation of the contractual relationship reasonably impossible.

Where the breach is capable of remedy and there is no urgency, fraud, illegality, security risk, repeated non-payment or serious harm to Bike Booking Engine or third parties, Bike Booking Engine shall notify the Customer of the breach and grant a reasonable cure period of at least ten (10) calendar days before terminating the Agreement.

Termination may take immediate effect where the breach cannot be remedied, urgency exists or any of the foregoing circumstances makes temporary continuation of the Service reasonably unfeasible.

Termination does not limit Bike Booking Engine's right to claim outstanding amounts or damages legally due.

67. Effects of Termination

Upon termination of the Agreement:

• the Customer's right to use the Services ceases;
• Bike Booking Engine may deactivate the Account;
• active integrations may be suspended;
• access to the Platform ends; and
• contracted Services cease to be provided.

Termination does not affect rights and obligations accrued before termination.

68. Switching Provider, Data Access and Portability

During the term of the Agreement or in connection with its termination, the Customer may request export of its exportable data and, where applicable, its digital assets for the purpose of migrating them to another data processing service provider or to on-premises infrastructure.

For these purposes, exportable data shall include, at a minimum, input and output data, including metadata, directly or indirectly generated or co-generated by the Customer's use of the Platform, excluding assets, data, software, models, algorithms, documentation or elements protected by intellectual property rights or trade secrets of Bike Booking Engine or third parties, as well as data whose export could compromise the integrity or security of the Services.

Bike Booking Engine shall facilitate the switching process without unjustified commercial, technical, contractual or organizational obstacles and, where Regulation (EU) 2023/2854 (Data Act) applies, shall comply with the time limits, conditions and assistance obligations established by that legislation.

Unless mandatory law or a specific agreement provides otherwise, the Customer may notify initiation of the switching process with a maximum notice period of two (2) months. The mandatory transitional period shall have a maximum duration of thirty (30) calendar days from its commencement. Where that period is technically unfeasible, Bike Booking Engine shall notify and justify this within the applicable statutory period and indicate an alternative period in accordance with applicable law.

Where no common specifications or harmonized standards apply, Bike Booking Engine shall make exportable data available to the Customer in a structured, commonly used and machine-readable format through the technical mechanisms available for the Platform.

Bike Booking Engine is not required to develop new technologies or services, disclose source code, trade secrets, intellectual-property-protected assets or information whose disclosure would compromise Service security or integrity.

Specific portability conditions, categories of exportable and excluded data, technical procedure and, where applicable, additional professional services may be detailed in export or portability documentation published by Bike Booking Engine.

69. Data Retrieval, Retention and Deletion

Following completion of the switching transitional period or, where no switching process exists, following effective termination of the Service, Bike Booking Engine shall keep the Customer's exportable data available for retrieval for at least thirty (30) calendar days, unless applicable law requires a different period or the Parties agree a longer period.

During that period, the Customer may retrieve or export the data using the mechanisms made available by Bike Booking Engine.

After the retrieval period, Bike Booking Engine may fully delete the Customer's exportable data and digital assets from active systems, without prejudice to residual copies in backups subject to ordinary rotation cycles and data whose retention is necessary to:

• comply with legal obligations;
• respond to requests from competent authorities;
• resolve disputes;
• establish, exercise or defend rights; or
• comply with regulatory obligations.

Where Bike Booking Engine acts as Processor, the return or deletion of personal data shall be carried out in accordance with the option and instructions set out in the DPA and applicable data-protection law.

70. Permanent Discontinuation of Services

Bike Booking Engine may decide, for business, economic, strategic, technological, regulatory or other legitimate reasons, to discontinue all or part of one or more Services, modules, functionalities or the Platform as a whole.

Where such decision materially affects active Customers and is not caused by Customer breach, Bike Booking Engine shall seek to provide reasonable advance notice and facilitate access to the export and portability mechanisms provided in these Terms and applicable law.

If Bike Booking Engine permanently discontinues a prepaid Service before the end of the subscribed period and does not offer a substantially equivalent alternative, the Customer is entitled to a prorated refund of the prepaid fee corresponding to the unused period, unless discontinuation results from a cause attributable to the Customer, a legal or regulatory obligation that reasonably prevents provision, or force majeure that legally excludes such right.

Permanent discontinuation does not create a right to damages for loss of profits, loss of business opportunities or other indirect damage, without prejudice to the foregoing prorated refund and liabilities that cannot legally be excluded.

Bike Booking Engine may also assign, transfer or reorganize the Services as a result of a merger, acquisition, corporate reorganization, asset sale, transfer of a business unit or other corporate transaction without this, by itself, constituting a breach, provided that the successor substantially assumes the obligations under this Agreement.

71. Survival of Certain Clauses

Termination of this Agreement for any reason does not affect provisions which, by their nature or content, are intended to survive termination.

In particular, provisions concerning the following remain fully applicable:

• intellectual and industrial property;
• confidentiality;
• data protection;
• limitation of liability;
• indemnification;
• outstanding payment obligations;
• governing law;
• jurisdiction; and
• any other provision whose survival is reasonably necessary to preserve the Parties' rights.

72. Confidential Information

For purposes of these Terms, Confidential Information means all information disclosed by either Party to the other, regardless of medium, that is not publicly available and is identified as confidential or should reasonably be regarded as confidential by its nature or the circumstances of disclosure.

Bike Booking Engine Confidential Information includes, among other things, Platform architecture, code, business logic, workflows, non-public APIs, internal documentation, security information, roadmap, commercial strategies, negotiated pricing and trade secrets.

Customer Confidential Information includes, among other things, Customer Data, non-public commercial information, end-customer data, pricing, bookings, operations, internal documentation, credentials, configurations and any other non-public business information.

73. Mutual Confidentiality Obligations

Each Party undertakes to:

• keep the other Party's Confidential Information strictly confidential;
• use it solely to provide or receive the Services and exercise contractual rights;
• not disclose it to third parties except employees, advisers, contractors, providers or subprocessors who need to know it and are subject to appropriate confidentiality obligations;
• apply reasonable protective measures no less stringent than those used to protect its own information of a similar nature; and
• where reasonably possible, notify the other Party of any unauthorized access or disclosure of which it becomes aware.

Each Party is responsible for breaches attributable to persons to whom it has legitimately given access to the other Party's Confidential Information.

74. Exclusions

Confidentiality obligations do not apply to information that the receiving Party can demonstrate:

• was publicly available at the time of disclosure;
• became publicly available without breach of the Agreement;
• was already lawfully in its possession before receipt;
• was lawfully obtained from a third party without confidentiality obligation; or
• was independently developed without using the other Party's Confidential Information.

75. Mandatory Disclosure

Where a Party is legally required to disclose the other Party's Confidential Information pursuant to law, court order, administrative request or order of a competent authority, it may make such disclosure only to the extent strictly necessary.

Where legally permitted, it shall notify the other Party in advance to allow that Party to take appropriate protective measures.

76. Protective Measures

Each Party shall adopt reasonable technical, organizational and contractual measures to protect Confidential Information against unauthorized access, loss, alteration, destruction or improper disclosure.

Bike Booking Engine may disclose Customer Confidential Information to its providers, subprocessors and advisers to the extent necessary to provide the Services, subject to confidentiality obligations and, where applicable, the obligations set out in the DPA.

The Customer may not provide Bike Booking Engine Confidential Information to competitors for reproduction, systematic benchmarking or development of competing products, except where mandatory law expressly permits the relevant conduct.

77. Confidentiality of Support and Technical Information

Non-public information provided by Bike Booking Engine during support, implementation, training, consulting or technical communications shall be treated as Confidential Information where its nature reasonably requires such treatment.

Likewise, non-public information provided by the Customer to the support or implementation team shall be treated as Customer Confidential Information and used only to provide the Services, investigate incidents, comply with legal obligations or protect Platform security.

78. Use of Confidential Information with Artificial Intelligence

Neither Party shall enter the other Party's Confidential Information into third-party artificial intelligence systems where doing so may involve unauthorized training, incompatible retention, disclosure to third parties or use for purposes unrelated to the Agreement.

This does not prevent the use of artificial intelligence tools configured to provide reasonable confidentiality, security and no-training safeguards, provided that such use is compatible with the Agreement, the DPA and applicable law.

In particular, Bike Booking Engine shall not use Customer Personal Data processed on the Customer's behalf to train general artificial intelligence models unless expressly and documentably authorized by the Customer or the data has first been irreversibly anonymized.

79. Injunctive Relief

Each Party acknowledges that unauthorized disclosure or use of Confidential Information may cause serious or irreparable harm.

The affected Party may seek injunctive relief, cessation orders or other protective remedies available under applicable law, without prejudice to any damages that may be due.

80. Duration of Confidentiality Obligations

Confidentiality obligations remain in force throughout the term of the Agreement and for five (5) years after termination.

With respect to trade secrets, personal data or other information subject to a higher or different statutory protection period, the obligations survive for the period required by applicable law or for as long as the information legally retains that status.

81. Processing of Personal Data

In connection with the provision of the Services, Bike Booking Engine may process personal data on behalf of the Customer where necessary for performance of this Agreement.

The Parties acknowledge that ownership, purposes and control of such data belong to the Customer, except for processing activities for which Bike Booking Engine acts as Controller under applicable law.

Each Party is responsible for complying with the obligations applicable to it under applicable data-protection law.

82. Controller and Processor

Where the Customer uses the Platform to store, manage or process third-party personal data, the Customer shall generally act as Controller or in the legal capacity applicable to it under applicable law.

Bike Booking Engine shall generally act as Processor with respect to personal data processed exclusively on behalf of the Customer for the provision of the Services.

Nothing in these Terms gives Bike Booking Engine rights over personal data processed on behalf of the Customer.

83. Data Processing Agreement (DPA)

Where Bike Booking Engine processes personal data on behalf of the Customer, such processing is governed by the applicable Data Processing Agreement (DPA), which forms an integral part of the contractual documentation.

In accordance with applicable law, the DPA shall govern at least: the subject matter and duration of processing; its nature and purpose; categories of data and data subjects; documented instructions; confidentiality duties; technical and organizational measures; assistance to the Customer; incident management and notification; exercise of rights; subprocessors; international transfers; audits and compliance evidence; return or deletion of data; and the duty to inform the Customer where an instruction infringes data-protection law.

In the event of conflict between these Terms and the DPA regarding processing of personal data on behalf of the Customer, the DPA prevails.

84. Subprocessors

The Customer acknowledges and accepts that Bike Booking Engine may engage subprocessors to provide certain Platform-related services, including infrastructure, hosting, communications, artificial intelligence, monitoring, support and other technology services.

Bike Booking Engine shall maintain an up-to-date list of subprocessors accessible to Customers or provide such information by an equivalent means. The addition or replacement of subprocessors shall follow the general or specific authorization procedure established in the DPA, including, where required, prior notice and a reasonable right to object on legitimate data-protection grounds.

Bike Booking Engine shall impose on each subprocessor data-protection obligations substantially equivalent to those applicable to Bike Booking Engine as Processor with respect to the subcontracted services.

85. Information Security

Bike Booking Engine shall implement reasonable technical and organizational measures designed to protect personal data processed during provision of the Services against unauthorized access, loss, alteration, destruction or improper disclosure.

No security measure can guarantee absolute protection against all existing or future risks.

Applicable security measures shall be described in greater detail in the Security Policy, the DPA or the relevant technical documentation.

86. International Data Transfers

Where provision of the Services involves international transfers of personal data, Bike Booking Engine shall implement the measures legally required under applicable law.

The legal mechanisms used to legitimize such transfers shall be governed by the applicable Data Processing Agreement (DPA) and other relevant documentation.

87. Amendments to These Terms

Bike Booking Engine may amend these Terms where reasonably necessary for legal, regulatory, technological, security, commercial or Service-evolution reasons.

Where amendments materially affect the rights or obligations of active Customers, Bike Booking Engine shall notify them with reasonable advance notice before the amendments take effect by email, through the Platform or by another durable or storable medium.

Where the nature of the change, applicable law or significance of the amended provisions so requires, Bike Booking Engine may request renewed express electronic acceptance and retain evidence of the version accepted.

Where renewed express acceptance is not required, continued use of the Services after the notified effective date constitutes acceptance of the updated Terms, without prejudice to any termination rights available to the Customer by law or contract.

88. Assignment of the Agreement

The Customer may not assign, transfer or otherwise convey rights or obligations under this Agreement without Bike Booking Engine's prior written consent.

Bike Booking Engine may assign, transfer or reorganize this Agreement without Customer consent where the assignment occurs as a result of:

• a merger;
• an acquisition;
• a corporate reorganization;
• an asset sale;
• transfer of a business unit;
• an internal group reorganization; or
• any other similar corporate transaction.

The successor entity shall assume the rights and obligations under this Agreement.

89. Communications

Any communication relating to this Agreement must be made in writing.

Bike Booking Engine may communicate through:

• the Platform;
• the Customer Account;
• email;
• the Website; or
• any other reasonably appropriate means of communication.

The Customer is responsible for keeping its contact details up to date.

Communications shall be deemed validly made when they have been reasonably made available to the Customer through the communication channel used.

90. Entire Agreement

These Terms, together with the applicable contractual documents, including, among others:

• the Order Form or subscription document, where applicable;
• the Data Processing Agreement (DPA);
• the Service Level Agreement (SLA);
• the Acceptable Use Policy (AUP);
• the Security Policy;
• the Backup & Retention Policy;
• the Privacy Policy; and
• any other document expressly incorporated by reference,

constitute the entire agreement between the Parties concerning the Services and supersede any prior negotiation, proposal, communication, representation, understanding or agreement, whether oral or written, relating to the same subject matter.

91. No Waiver

Failure or delay by either Party to exercise any right, power or remedy does not constitute a waiver.

Any waiver must be express and in writing.

Waiver of the right to require performance of a particular obligation does not constitute a waiver in respect of subsequent or different breaches.

92. Severability

If any provision of this Agreement is declared void, invalid or unenforceable by a court or competent authority, that provision shall, where possible, be interpreted so as to produce a valid result under applicable law.

Where that is not possible, the affected provision shall be deemed omitted without affecting the validity, effectiveness or enforceability of the remainder of the Agreement, which shall remain fully in force.

93. Relationship Between the Parties

The Parties act as independent contractors.

Nothing in this Agreement shall be construed as creating:

• a partnership;
• a joint venture;
• an employment relationship;
• an agency relationship;
• a franchise;
• a fiduciary relationship; or
• any other legal relationship other than that expressly provided in these Terms.

Neither Party has authority to assume obligations or commitments on behalf of the other without express written authorization.

94. Reference to the Order of Precedence

The hierarchy and order of precedence of the contractual documentation are governed exclusively by section 6 of these Terms.

In the event of conflict, only the order established in that section applies, avoiding any interpretation based on an alternative hierarchy.

95. Governing Law

This Agreement shall be governed by and construed in accordance with Spanish law, excluding its conflict-of-laws rules, without prejudice to any mandatory rule applicable in a particular jurisdiction by reason of the nature of the Service or the Customer's activity.

The Customer acknowledges that it subscribes to the Services exclusively as a business or professional and not as a consumer.

96. Jurisdiction

Unless mandatory law establishes another venue, any dispute arising from this Agreement or relating to the Services shall be subject to the exclusive jurisdiction of the Courts of Palma de Mallorca, Spain.

The Customer declares that it subscribes to the Services exclusively for business or professional purposes.

97. Interpretation

The headings of chapters, sections and subsections in this Agreement are for organizational purposes only and do not affect interpretation.

References to the singular include the plural and vice versa where the context so requires.

The expressions "includes", "including" or similar expressions shall be interpreted as "includes, among others" or "including, without limitation".