Terms of Service

These Terms of Service govern the access to and use of the Bike Booking Engine platform (the "Platform") and constitute a legally binding agreement between Bike Booking Engine, S.L. (hereinafter, "Bike Booking Engine", "we", "us", or the "Company") and the Customer.

By registering for, subscribing to, accessing, or using any of the Services provided by Bike Booking Engine, the Customer confirms that it has read, understood, and agrees to be bound by these Terms, together with any additional contractual documents that may apply.

1. Introduction

Bike Booking Engine is a Software-as-a-Service (SaaS) platform designed to provide comprehensive management solutions for bicycle rental businesses and related services.

These Terms govern the legal conditions applicable to the access, subscription and use of the Platform, as well as the rights and obligations of both parties.

These Terms form part of the contractual framework governing the Services, together with, where applicable:

• The accepted commercial proposal;
• The subscribed Plan;
• The Data Processing Agreement (DPA);
• The Privacy Policy;
• The Cookie Policy;
• The Service Level Agreement (SLA);
• The Security Policy;
• The Backup & Retention Policy;
• The Acceptable Use Policy;
• And any other contractual documentation expressly incorporated into these Terms.

In the event of any inconsistency between these documents, they shall prevail according to the order of precedence established in these Terms or, where no such order is specified, according to the specific nature of each document.

2. Definitions

For the purposes of these Terms, the following definitions shall apply:

Administrator means an authorized User designated by the Customer with permission to manage the account, users, permissions and administrative settings.

API means any application programming interface provided by Bike Booking Engine for integration with third-party systems.

Customer means the individual or legal entity subscribing to the Services.

Account means the Customer's registered account used to access the Platform.

Customer Data means all information uploaded, generated, stored or processed through the Platform by the Customer or its Users.

Documentation means any manuals, guides, knowledge base articles, videos, technical documentation or other materials made available by Bike Booking Engine.

Beta Features means any feature identified as beta, preview, experimental, early access or under any similar designation.

Security Incident means any event affecting or potentially affecting the confidentiality, integrity, availability or authenticity of the Platform or Customer Data.

Plan means the subscription package selected by the Customer, including its features, modules, usage limits, pricing and applicable conditions.

Platform means the software platform, applications, databases, APIs, interfaces, documentation and technological components developed and operated by Bike Booking Engine.

Services means the SaaS services provided by Bike Booking Engine under the subscribed Plan.

Software means all software, source code, algorithms, architecture, business logic and technological developments owned by Bike Booking Engine.

User means any individual authorized by the Customer to access and use the Platform.

3. Purpose

Subject to these Terms and the subscribed Plan, Bike Booking Engine grants the Customer a limited license to access and use the Platform over the Internet during the term of the subscription.

This license is:

• Limited;
• Revocable;
• Non-exclusive;
• Non-transferable; and
• Non-sublicensable.

The subscription to the Services does not constitute a sale of the Software nor transfer any ownership or intellectual property rights to the Customer.

The Customer acquires solely the right to use the Platform in accordance with these Terms and for the duration of the applicable subscription.

4. Eligibility

The Services may only be subscribed to by individuals with legal capacity to enter into binding agreements or by duly incorporated legal entities.

If the subscription is entered into on behalf of a company or organization, the individual acting on its behalf represents and warrants that they have the authority to bind such entity.

Bike Booking Engine may request information or documentation reasonably necessary to verify the Customer's identity, legal status, authority or compliance with applicable legal obligations.

Failure to provide such information may result in the suspension or termination of the Services.

5. Account Registration

Access to certain Services requires the creation of a Customer Account.

The Customer represents and warrants that all information provided during the registration process is accurate, complete and up to date, and agrees to keep such information current at all times.

The Customer is responsible for:

• Safeguarding its login credentials;
• Maintaining the confidentiality of passwords;
• Preventing unauthorized access;
• Promptly notifying Bike Booking Engine of any suspected unauthorized use of the Account.

Bike Booking Engine reserves the right to refuse registration requests or terminate Accounts where there are reasonable grounds to believe that:

• False or misleading information has been provided;
• Fraudulent activity exists;
• Applicable laws are being violated;
• The Platform is being misused;
• Security risks exist; or
• The Customer's activities are incompatible with these Terms.

Acceptance of an Account registration does not oblige Bike Booking Engine to maintain the contractual relationship indefinitely.

6. Authorized Users

The Customer may create and manage Authorized Users in accordance with the limitations established under the subscribed Plan.

Each User must have individual login credentials. Sharing accounts where prohibited under the applicable Plan or where it compromises Platform security is not permitted.

The Customer is fully responsible for all actions carried out by its Authorized Users, including the proper assignment, modification and revocation of permissions.

If a User leaves the Customer's organization or should no longer have access to the Platform, the Customer is solely responsible for disabling or removing that User's access.

7. Plans, Subscriptions and Scope of the Services

Bike Booking Engine offers different subscription Plans, each including specific features, modules, usage limits, pricing and conditions.

The Services available to the Customer shall be determined by the subscribed Plan.

The Platform is a continuously evolving SaaS service. Accordingly, Bike Booking Engine may introduce new features, modules or services, as well as modify existing subscription Plans in accordance with these Terms.

The availability of certain features may vary between Plans and shall not constitute discrimination or breach of contract.

8. Pricing, Billing and Payment

The applicable fees shall be those in effect at the time of subscription or renewal unless otherwise agreed in writing.

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

The Customer agrees to receive invoices electronically.

Payments may be processed through third-party payment service providers.

The Customer is responsible for maintaining a valid payment method throughout the duration of the subscription.

Failure to make timely payment may result in suspension or termination of the Services in accordance with these Terms.

9. Subscription Renewal

Unless otherwise specified in the applicable Plan, subscriptions shall automatically renew for successive periods of the same duration.

The Customer may prevent automatic renewal by cancelling the subscription before the beginning of the next billing period.

Cancellation prevents future renewals but does not entitle the Customer to a refund for the current subscription period, except where required by applicable mandatory law.

10. Price Changes

Bike Booking Engine may modify the pricing of its subscription Plans for economic, technical, commercial, regulatory or operational reasons, or as part of the ongoing evolution of the Services.

Any pricing changes shall be communicated to the Customer with reasonable prior notice and shall only take effect upon the next subscription renewal.

If the Customer does not agree with the new pricing, it may cancel the subscription before the new fees become effective.

Continued use of the Services following renewal constitutes acceptance of the updated pricing.

Any promotional pricing, discounts or special commercial conditions offered at any given time shall not create any ongoing entitlement unless expressly agreed in writing.

11. Continuous Service Evolution

The Customer acknowledges and agrees that the Platform is a continuously evolving Software-as-a-Service (SaaS) solution.

Accordingly, Bike Booking Engine may, at any time and for technical, operational, commercial or security reasons:

• Introduce new features;
• Modify existing features;
• Remove obsolete functionality;
• Reorganize menus or user interfaces;
• Improve the user experience;
• Modify internal workflows;
• Update underlying technologies;
• Optimize performance;
• Introduce new integrations;
• Modify APIs;
• Replace technological components.

Such changes are inherent to the nature of a SaaS service and shall not, by themselves, constitute a breach of these Terms.

Bike Booking Engine shall make commercially reasonable efforts to ensure that such changes do not materially alter the core purpose of the subscribed Plan.

Changes to the Platform's design, user interface or internal operation shall not entitle the Customer to any refund, compensation or termination of this Agreement.

12. Product Roadmap, Future Features and Demonstrations

Any reference to future developments, product roadmaps, planned features, demonstrations, prototypes, presentations, publications, videos or any other communication relating to future versions of the Platform is provided for informational purposes only.

Unless expressly agreed in writing, none of these communications shall constitute a contractual commitment to develop, deliver or make available any particular feature or functionality.

Bike Booking Engine reserves the right, at any time and without liability, to:

• Modify its product roadmap;
• Postpone developments;
• Cancel planned features;
• Replace a planned feature with an equivalent solution;
• Change development priorities;
• Discontinue any previously announced project.

The Customer acknowledges that any business decision based on announced future functionality is made solely at its own risk.

13. Beta Features

Bike Booking Engine may make available certain features identified as:

• Beta;
• Preview;
• Experimental;
• Early Access;
• Or any similar designation.

Beta Features are intended to allow Customers to evaluate new developments before their general release and may contain bugs, limitations, unexpected behavior or other defects.

Accordingly:

• They may be modified at any time;
• They may be discontinued without prior notice;
• They may never become part of the production Platform;
• They are not covered by the Service Level Agreement (SLA), unless expressly stated otherwise;
• They may receive limited support or no support at all.

Use of Beta Features is voluntary and at the Customer's own risk.

14. Authorized Use of the Platform

The Customer may use the Platform solely for its own internal business purposes and in accordance with these Terms.

The license granted is:

• Limited;
• Revocable;
• Non-exclusive;
• Non-transferable; and
• Non-sublicensable.

The Customer agrees to use the Platform in good faith, in compliance with all applicable laws, and with due respect for the rights of Bike Booking Engine and third parties.

The Customer is responsible for all activities carried out through its Accounts, Authorized Users, credentials, integrations and devices.

The Customer shall implement reasonable organizational and technical measures to prevent unauthorized access or any use that could compromise the security or proper operation of the Platform.

15. Prohibited Uses

The Customer, its Users, and any individual accessing the Platform using the Customer's credentials shall not:

• Use the Platform for unlawful purposes;
• Infringe the rights of third parties;
• Introduce malware, viruses or malicious code;
• Attempt to access the data or accounts of other customers;
• Access features for which they are not authorized;
• Perform penetration testing, vulnerability assessments or security audits without Bike Booking Engine's prior written authorization;
• Perform scraping, automated data extraction or large-scale data collection;
• Use unauthorized bots, robots or automated tools;
• Share credentials between different organizations;
• Sell, lease, sublicense or otherwise transfer access to the Platform;
• Use the Platform to provide services to unauthorized third parties;
• Circumvent technical, functional or commercial restrictions;
• Manipulate statistics, logs or internal systems;
• Send spam or unlawful communications;
• Use the Platform in any manner that could adversely affect its security, stability or availability.

The foregoing list is illustrative and not exhaustive.

Bike Booking Engine may also determine that any conduct not expressly listed above is prohibited where it is clearly abusive, fraudulent, unfair or contrary to the principle of good faith.

16. Protection against Copying and Competitive Use

The Platform is licensed solely to enable the Customer to use the subscribed Services.

The Customer shall not use access to the Platform to:

• Analyze the Platform for competitive purposes;
• Copy business processes;
• Reproduce workflows;
• Replicate user interfaces;
• Copy menu structures;
• Reproduce the user experience;
• Copy data models;
• Study the internal architecture of the Software for replication purposes;
• Develop products or services that are substantially similar to the Platform;
• Train artificial intelligence models using the Platform, its Documentation or any protected content belonging to Bike Booking Engine;
• Reuse manuals, articles, videos, images or technical documentation to train proprietary or third-party systems;
• Create knowledge bases derived from the Documentation for purposes other than the Customer's internal use;
• Provide third parties with sufficient information to reproduce all or part of the Platform.

Observation of the Platform while using it as a Customer does not grant any right to reproduce its business logic, architecture, functional design or technical solutions.

Bike Booking Engine reserves the right to pursue any legal remedies available against any use intended to develop competing products or services.

17. Customer Conduct and Professional Relationship

Bike Booking Engine maintains a policy of mutual respect in all relationships with its Customers.

The Customer agrees to maintain professional, respectful and courteous communications with Bike Booking Engine's employees, contractors, representatives and service providers.

The following conduct shall not be tolerated:

• Insults;
• Threats;
• Coercion;
• Harassment;
• Intimidating behavior;
• Abusive or offensive language;
• Discrimination;
• Offensive or humiliating communications;
• Knowingly false accusations made in bad faith;
• Defamation campaigns based on false information;
• Abusive or repeatedly disrespectful use of support channels;
• Any other conduct incompatible with a professional business relationship.

Bike Booking Engine considers that no technical, commercial or contractual issue justifies disrespectful behavior towards its personnel.

Where such conduct occurs, Bike Booking Engine may take proportionate measures, including:

• Issuing formal warnings;
• Temporarily restricting certain communication channels;
• Temporarily suspending the Services;
• Terminating the Agreement in cases of serious or repeated misconduct.

Such measures may be adopted without compensation where continuation of the contractual relationship is incompatible with maintaining a safe and respectful working environment.

18. Immediate Suspension of the Services

Bike Booking Engine may immediately suspend all or part of the Customer's access to the Platform where there are reasonable grounds to believe that any of the following circumstances exist:

• Overdue payments;
• Fraudulent use;
• Unlawful activities;
• Breach of these Terms;
• Conduct that compromises Platform security;
• Distribution of malware;
• Unauthorized access attempts;
• Cyberattacks;
• Use of the Platform for unauthorized purposes;
• Repeated contractual breaches;
• Compliance with a lawful request from a competent authority;
• Protection of other customers;
• Protection of the technological infrastructure;
• Protection of Bike Booking Engine's reputation.

Whenever reasonably possible, Bike Booking Engine shall endeavor to provide prior notice of the suspension.

However, where there is a reasonable risk to security, service continuity or the rights of third parties, suspension may take effect immediately and without prior notice.

Temporary suspension shall not, by itself, constitute termination of the Agreement.

19. Termination for Material Breach

Bike Booking Engine may terminate this Agreement with immediate effect where the Customer commits a material breach of these Terms.

Material breaches include, without limitation:

• Unlawful use of the Platform;
• Infringement of intellectual property rights;
• Activities aimed at copying or reproducing the Software;
• Use of the Platform to develop competing solutions;
• Unauthorized access to systems or data;
• Repeated sharing of credentials between different organizations;
• Fraud;
• Persistent non-payment;
• Verbal abuse or threats directed at Bike Booking Engine personnel;
• Any conduct creating a significant risk to Bike Booking Engine's security, reputation or business operations.

Termination under this clause shall not entitle the Customer to any refund of subscription fees already paid for the applicable subscription period, without prejudice to any mandatory rights granted under applicable law.

Bike Booking Engine reserves the right to seek compensation for any damages resulting from the Customer's breach.

20. Ownership of Customer Data

All Customer Data uploaded, generated, stored or processed through the Platform shall remain the exclusive property of the Customer or the respective third-party rights holder.

Subscription to the Services does not transfer any ownership rights in Customer Data to Bike Booking Engine.

For the duration of the Agreement, the Customer grants Bike Booking Engine a limited license to access, host, process, store, transmit and technically reproduce Customer Data solely to the extent necessary to:

• Provide the subscribed Services;
• Operate and maintain the Platform;
• Ensure system security;
• Perform backups;
• Resolve technical incidents;
• Comply with applicable legal obligations;
• Respond to the Customer's instructions or requests.

Except where required by law or expressly authorized by the Customer, Bike Booking Engine shall not use Customer Data for any purpose other than those strictly necessary to provide the Services.

21. Platform License

During the term of this Agreement, Bike Booking Engine grants the Customer a license to use the Platform that is:

• Limited;
• Revocable;
• Non-exclusive;
• Non-transferable; and
• Non-sublicensable.

This license solely authorizes the Customer to access and use the Platform in accordance with the subscribed Plan and for the duration of the applicable subscription.

The license granted under these Terms does not convey any ownership or rights over:

• The Software;
• The source code;
• The architecture;
• The algorithms;
• Internal APIs;
• Business logic;
• Technical documentation;
• Data models;
• Development methodologies;
• Internal processes; or
• Any tools used to provide the Services.

All such elements shall remain the exclusive property of Bike Booking Engine.

22. Feedback and Suggestions

Bike Booking Engine welcomes suggestions, enhancement proposals, recommendations, comments, bug reports, feature requests and any other feedback provided by Customers.

Unless otherwise agreed in writing, any feedback submitted by the Customer may be freely used by Bike Booking Engine to develop, modify, improve, adapt or commercialize the Platform or any of its products or services.

The Customer acknowledges that such feedback:

• Shall not be considered confidential unless expressly agreed otherwise;
• Shall not entitle the Customer to any compensation;
• Shall not grant the Customer any intellectual property rights;
• Shall not create any obligation for Bike Booking Engine to implement the suggested functionality; and
• May be used by Bike Booking Engine on a perpetual, worldwide and royalty-free basis.

The decision whether or not to implement any suggestion shall remain at the sole discretion of Bike Booking Engine.

23. third-party Services

The Platform may integrate with services, applications or infrastructure provided by third parties, including, without limitation:

• Payment gateways;
• Cloud storage services;
• Cloud infrastructure providers;
• Messaging platforms;
• Email service providers;
• Authentication services;
• Mapping services;
• Third-party APIs;
• Artificial intelligence services; and
• Communication service providers.

The availability and proper functioning of such services depend exclusively on their respective providers.

Bike Booking Engine shall not be liable for:

• Service interruptions;
• Modifications;
• Limitations;
• Commercial decisions;
• Technical incidents;
• API changes;
• Discontinuation of services; or
• Loss of functionality resulting from third-party services.

Where an integration becomes unavailable for reasons beyond Bike Booking Engine's reasonable control, Bike Booking Engine may replace it with an equivalent solution or discontinue the integration where technically, legally or commercially necessary.

24. Technical Support

Bike Booking Engine shall provide technical support in accordance with the Customer's subscribed Plan.

Support may be provided through:

• Email;
• Ticketing systems;
• Live chat;
• Video conferencing;
• Online documentation;
• Knowledge base articles; or
• Any other support channel made available by Bike Booking Engine.

Unless otherwise agreed, technical support is limited to matters relating to the operation of the Platform.

Support does not include, among other things:

• Personalized training;
• Business consulting;
• Complex configuration services;
• Custom software development;
• Bespoke integrations;
• Recovery of Customer-deleted information where technically impossible;
• Issues arising from third-party systems; or
• Problems resulting from incorrect use of the Platform.

Bike Booking Engine may establish fair usage policies for its support channels in order to ensure an appropriate level of service for all Customers.

Abusive, excessive or manifestly unreasonable use of technical support may result in reasonable limitations or require the purchase of additional professional services.

25. Service Availability

Bike Booking Engine shall use commercially reasonable efforts to keep the Platform available and operational.

However, the Customer acknowledges that no SaaS service can guarantee uninterrupted or continuous availability.

The Platform may experience interruptions resulting from:

• Scheduled maintenance;
• Software updates;
• Deployment of new releases;
• Infrastructure incidents;
• Connectivity issues;
• Third-party provider failures;
• Cyberattacks;
• Force majeure events; or
• Other technically unavoidable incidents.

Scheduled maintenance may be performed without prior notice where reasonably necessary to preserve the security, stability or continuity of the Services.

Any specific availability commitments shall be governed exclusively by the applicable Service Level Agreement (SLA).

Unless expressly agreed in an SLA, Bike Booking Engine does not guarantee any minimum uptime percentage.

26. Technology Dependencies

The Customer acknowledges and agrees that the Services provided by Bike Booking Engine depend, in whole or in part, on infrastructure, networks, systems and services operated by third parties beyond Bike Booking Engine's reasonable control.

Without limitation, the proper operation of the Platform may depend upon:

• Cloud infrastructure providers;
• Telecommunications networks;
• Internet service providers;
• DNS services;
• Email providers;
• Web browsers;
• Operating systems;
• Customer devices;
• Payment service providers;
• Authentication services;
• Mapping services;
• Third-party APIs;
• Artificial intelligence services;
• Messaging providers;
• Storage providers;
• Digital certificates; and
• Cybersecurity and attack mitigation services.

Accordingly, Bike Booking Engine shall not be liable for interruptions, performance degradation, service unavailability, loss of functionality or any other incident arising directly or indirectly from failures, limitations, modifications, interruptions or decisions made by such third parties.

Bike Booking Engine may replace technology providers, modify integrations or replace infrastructure components whenever reasonably necessary for technical, operational, security, legal or commercial reasons, provided that doing so does not materially alter the primary purpose of the subscribed Services.

27. Confidentiality

During the term of this Agreement and for the period specified below following its termination, each party agrees to keep confidential all information which, by its nature or designation, is confidential and not publicly available.

Confidential Information includes, without limitation:

• Technical information;
• Internal documentation;
• Platform architecture;
• Security procedures;
• Business strategies;
• Individually negotiated commercial terms;
• Financial information;
• Technological developments;
• Source code;
• Technical specifications;
• Unpublished documentation;
• Product plans;
• Information relating to other customers; and
• Any other information whose disclosure could reasonably harm the other party.

The confidentiality obligations shall not apply where the information:

• Becomes publicly available without breach of these Terms;
• Was lawfully obtained from a third party;
• Must be disclosed pursuant to applicable law or a lawful request by a competent authority; or
• Was independently developed without reference to the other party's Confidential Information.

The obligations under this Section shall survive for five (5) years following termination of the Agreement, without prejudice to any longer protection available under applicable trade secret or intellectual property laws.

28. Limited Warranty

Bike Booking Engine shall provide the Services using qualified personnel, appropriate procedures and commercially reasonable technical measures consistent with industry standards.

However, the Customer expressly acknowledges that no software, SaaS platform or information technology system can guarantee operation that is entirely free from bugs, errors, interruptions or security vulnerabilities.

Accordingly, Bike Booking Engine does not warrant that:

• The Platform will be completely free from bugs, defects or software errors;
• All functionality will operate without interruption;
• Any incident will be resolved immediately;
• Third-party integrations will function continuously without interruption;
• The Services will meet the Customer's specific business requirements;
• The Platform will be compatible with every hardware or software configuration;
• The Services will remain unchanged throughout the subscription term; or
• All incidents caused by external or unforeseeable factors can be prevented.

The occasional existence of software bugs, technical incidents, temporary performance degradation, service interruptions or software defects shall not, by itself, constitute a breach of this Agreement, provided that Bike Booking Engine acts diligently to investigate such issues and, where reasonably possible, addresses them through its normal maintenance and product development processes.

29. Obligation of Means

The parties expressly acknowledge that Bike Booking Engine undertakes an obligation of reasonable efforts (obligation of means) and not an obligation to achieve any particular result.

Accordingly, Bike Booking Engine undertakes to provide the Services using qualified personnel, appropriate procedures and commercially reasonable technical measures, but does not guarantee:

• Increased sales;
• Improved profitability;
• Achievement of any specific business outcome;
• Complete absence of technical incidents;
• Elimination of all software defects;
• Uninterrupted availability of the Services; or
• The success of business decisions made by the Customer using the Platform.

The Platform is intended as a technological tool to support business management and does not replace the Customer's own supervision, control or decision-making responsibilities.

The Customer remains solely responsible for verifying relevant information before making commercial, financial, tax, legal or operational decisions based on information provided by the Platform.

30. Limitation of Liability

This Section constitutes an essential element of the commercial and economic basis of this Agreement.

To the maximum extent permitted by applicable law, Bike Booking Engine shall not be liable for:

• Loss of profits;
• Loss of revenue;
• Loss of business opportunities;
• Loss of customers;
• Reputational damage;
• Indirect damages;
• Consequential damages;
• Exemplary or punitive damages;
• Loss of data resulting from the Customer's failure to comply with its obligations or from circumstances beyond Bike Booking Engine's reasonable control;
• Business decisions made by the Customer using the Platform;
• Acts or omissions of third parties;
• Failures of third-party providers;
• Internet outages;
• Incidents arising from third-party integrations;
• Reasonably unavoidable cyberattacks;
• Force majeure events; or
• Any damage not directly resulting from a proven material breach by Bike Booking Engine.

In any event, Bike Booking Engine's total aggregate liability arising out of or relating to the Services, the Platform, the Software or this Agreement shall not exceed the total fees 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 Customer has subscribed to the Services for less than twelve (12) months, Bike Booking Engine's maximum aggregate liability shall be limited to the total amount actually paid by the Customer during the subscription period.

The foregoing limitations shall apply regardless of the legal basis of the claim, whether in contract, tort or otherwise, except where such limitation is prohibited by mandatory applicable law.

31. Indemnification

The Customer agrees to defend, indemnify and hold harmless Bike Booking Engine, its directors, officers, employees, contractors, affiliates and service providers from and against any claims, actions, proceedings, liabilities, damages, losses, costs or expenses arising out of or relating to:

• Any breach of these Terms by the Customer;
• Unlawful or unauthorized use of the Platform;
• Infringement of any third-party rights;
• The Customer Data or Customer Content;
• The Customer's violation of applicable laws or regulations;
• The acts or omissions of the Customer's Authorized Users; or
• Any claim arising from the Customer's business activities conducted through the Platform.

To the extent permitted by applicable law, this indemnification obligation includes reasonable attorneys' fees, legal expenses, court costs and any other reasonable costs directly related to the relevant claim.

This Section shall not apply where the claim arises solely from Bike Booking Engine's own breach of this Agreement.

32. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement where such failure or delay results from events beyond its reasonable control.

Force majeure events include, without limitation:

• Natural disasters;
• Fires;
• Floods;
• Earthquakes;
• Wars;
• Armed conflicts;
• Acts of terrorism;
• Civil unrest;
• General strikes;
• Pandemics;
• Governmental actions;
• Widespread power outages;
• Large-scale Internet disruptions;
• Significant cyberattacks;
• Widespread infrastructure failures;
• Unavailability of critical suppliers; and
• Any other similar event beyond the affected party's reasonable control.

The affected party shall use commercially reasonable efforts to notify the other party as soon as reasonably practicable.

The affected obligations shall be suspended only for the duration and to the extent that performance is prevented by the force majeure event.

33. Termination of the Agreement

This Agreement shall remain in effect for as long as the Customer maintains an active subscription.

Either party may terminate this Agreement in accordance with these Terms.

In addition to the termination rights expressly provided elsewhere in this Agreement, Bike Booking Engine may terminate the Agreement where:

• The conditions necessary to provide the Services no longer exist;
• Continued performance becomes unlawful;
• A significant risk exists to the security of the Platform; or
• Circumstances arise that make continuation of the contractual relationship inconsistent with the principle of good faith.

Termination of this Agreement shall not affect those provisions which, by their nature, are intended to survive termination, including provisions relating to confidentiality, intellectual property, limitation of liability, indemnification and electronic records.

34. Effects of Termination

Upon termination of this Agreement:

• The Customer's right to access and use the Platform shall immediately cease;
• Bike Booking Engine may immediately deactivate all Customer accounts;
• The subscribed Services shall terminate; and
• The license granted under this Agreement shall automatically expire.

Termination shall not transfer to the Customer any ownership rights in the Platform, the Software or any technology developed by Bike Booking Engine.

Termination shall not release the Customer from its obligation to pay any outstanding amounts owed under this Agreement.

35. Data Export and Deletion

During the term of this Agreement, the Customer is responsible for exporting and retaining any Customer Data it considers necessary.

Following termination, Bike Booking Engine may retain Customer Data for the period reasonably necessary to:

• Comply with applicable legal obligations;
• Respond to requests from competent authorities;
• Resolve outstanding technical issues;
• Preserve the integrity of backup systems;
• Establish, exercise or defend legal claims.

Once the applicable retention periods have expired, Bike Booking Engine may permanently delete Customer Data in accordance with its Backup & Retention Policy, without requiring any further authorization from the Customer.

The Customer acknowledges that recovery of deleted information after the applicable retention period may be technically impossible.

Bike Booking Engine shall have no obligation to retain Customer Data indefinitely after termination of the Agreement.

36. Assignment

The Customer may not assign, transfer or delegate this Agreement, in whole or in part, without the prior written consent of Bike Booking Engine.

Bike Booking Engine may assign this Agreement, in whole or in part, to any affiliate or successor entity, or in connection with a merger, acquisition, corporate reorganization, business transfer, sale of assets, change of control or similar corporate transaction, provided that the assignee assumes the essential obligations under this Agreement.

37. Changes to These Terms

Bike Booking Engine may modify these Terms whenever reasonably necessary to:

• Comply with changes in applicable laws;
• Implement technical improvements;
• Further develop the Platform;
• Introduce new Services;
• Modify internal processes;
• Strengthen security;
• Adapt to market developments;
• Reorganize its corporate structure; or
• Protect the legitimate interests of Bike Booking Engine or its Customers.

Where a modification materially affects the contractual relationship, Bike Booking Engine shall provide reasonable prior notice before such modification becomes effective.

If the Customer does not agree with the modified Terms, the Customer may elect not to renew its subscription or terminate the Agreement before the changes become effective, where permitted by applicable law.

Continued use of the Platform after the effective date of the revised Terms shall constitute acceptance of the updated Terms.

38. Subcontracting

Bike Booking Engine may subcontract, delegate or otherwise engage third parties to perform portions of the Services, provided that doing so does not materially reduce Bike Booking Engine's essential obligations under this Agreement.

The use of cloud providers, hosting services, data centers, technical support providers, infrastructure providers or specialized contractors shall not, by itself, constitute a breach of this Agreement.

Bike Booking Engine shall remain responsible for the performance of its subcontractors to the extent required by applicable law.

39. Electronic Records and Evidentiary Value

The Customer acknowledges and agrees that Bike Booking Engine may generate and retain electronic records relating to the use of the Platform, including, without limitation:

• Login and logout events;
• User access records;
• IP addresses;
• Activity logs;
• Configuration changes;
• Actions performed within the Platform;
• Acceptance of legal documents and policies;
• Electronic signatures;
• Transactions;
• Communications made through the Platform;
• Security events; and
• Any other technical records generated in connection with the provision of the Services.

Unless proven otherwise, such electronic records shall constitute valid evidence of the existence, date, time, content and origin of the actions carried out through the Platform.

Bike Booking Engine may use these records to:

• Investigate technical incidents;
• Investigate security events;
• Prevent fraud;
• Demonstrate contractual compliance;
• Respond to lawful requests from competent authorities; and
• Establish, exercise or defend its legal rights and legitimate interests.

40. Entire Agreement

These Terms, together with:

• The accepted commercial proposal;
• The subscribed Plan;
• The Data Processing Agreement (DPA);
• The Privacy Policy;
• The Cookie Policy;
• The applicable Service Level Agreement (SLA), if any;
• The Backup & Retention Policy;
• The Security Policy;
• The Acceptable Use Policy; and
• Any other contractual documentation expressly incorporated by reference,

constitute the entire agreement between the parties with respect to the Services provided by Bike Booking Engine.

They supersede all prior or contemporaneous agreements, negotiations, representations, proposals and communications relating to the same subject matter, unless expressly incorporated into this Agreement in writing.

41. Severability

If any provision of these Terms is held to be invalid, illegal or unenforceable by a court or competent authority, such provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable. If such modification is not possible, the provision shall be deemed severed from these Terms.

The remaining provisions shall remain in full force and effect and shall not be affected by the invalidity or unenforceability of the affected provision.

The parties agree to replace any invalid or unenforceable provision with a valid provision that most closely reflects the original commercial intent.

42. No Waiver

The failure or delay by either party to exercise any right, remedy or provision under these Terms shall not constitute a waiver of such right or any other right.

Any waiver shall only be effective if made expressly in writing and signed by the party granting the waiver.

A waiver of any breach or default shall not constitute a waiver of any subsequent breach or default.

43. Governing Law and Jurisdiction

These Terms, and any dispute, controversy or claim arising out of or relating to the Services, the Platform or this Agreement, shall be governed by and construed in accordance with the laws of Spain, without regard to its conflict of laws principles.

To the fullest extent permitted by applicable law, the parties irrevocably submit to the exclusive jurisdiction of the Courts of Palma de Mallorca (Spain) for the resolution of any dispute arising out of or relating to these Terms.

Nothing in this Section shall prevent Bike Booking Engine from seeking interim, injunctive or protective relief before any competent court where necessary to protect its intellectual property rights, Confidential Information or other legitimate interests.

44. Contact Information

Questions regarding these Terms or the Services may be addressed to:

Bike Booking Engine may update its contact details from time to time by publishing the updated information on its website or by notifying Customers through the Platform.