Terms of Service

1. The agreement

These Terms of Service ("Terms") are a contract between Cabica Ltd, a company registered in England and Wales ("Cabica", "we", "us"), and the firm that subscribes to the platform ("you", "the Operator").

They come into force when you first do any of the following: create an account, accept an invitation to one, pay an invoice, or use any part of the platform. If you are agreeing on behalf of a company, you confirm you are authorised to bind it.

If you do not agree, do not use the service. There is no partial acceptance.

2. Definitions

Platform

The Cabica dispatch console (CRM), the driver app, the passenger app, the public booking website, the operator portal, the API, and anything else we make available to you under these Terms.

Operator Data

Everything you or your users put into the platform, or that the platform records on your behalf: bookings, passengers, drivers, vehicles, fares, payments, messages, call records, documents.

Users

Your staff, your drivers, and the passengers who book with you.

Subscription Fees

The recurring charge for your plan, plus any per-driver, per-seat or usage charges shown on your invoice.

Third-Party Services

Services we route through to deliver features: Stripe for payments, Google for maps and places, Firebase for push notifications, your SMS and telephony providers, and our hosting and database suppliers.

3. Accounts and access

You are responsible for every action taken under your accounts, whether or not you authorised it. That is not a technicality — the platform cannot tell the difference between your dispatcher and someone using your dispatcher's password.

• Keep account details accurate, particularly the billing contact and the address we send legal notices to.
• Give each person their own login. Shared logins destroy the audit trail, which is the thing that protects you when a passenger disputes what happened.
• Turn on two-factor authentication for accounts with administrative access. We provide it; using it is your decision and your risk.
• Tell us without delay if you believe an account has been compromised. Email support@cabica.co.uk and we will help you lock it down.
• Remove access promptly when someone leaves. The platform gives you the controls; we cannot know your staffing.

We may refuse, suspend or remove any account that we reasonably believe is being used to break the law, break these Terms, or endanger the platform or other operators.

4. Acceptable use

You must use the platform lawfully, and within the conditions of your operator's licence. The full list of what is not allowed is in the Acceptable Use Policy, which forms part of these Terms. In summary, you must not:

• use the platform for anything other than licensed taxi and private-hire operations, unless we have agreed otherwise in writing;
• reverse-engineer, decompile, or attempt to derive the source code of any part of the platform, except to the extent that section 50B or 296A of the Copyright, Designs and Patents Act 1988 says you may and we have refused a written request for the information;
• copy, resell, sublicense, white-label or otherwise make the platform available to a third party as if it were your own product;
• probe, scan or test the security of the platform without our written permission, or attempt to bypass any access control, rate limit or authentication;
• extract data at scale by automated means beyond what the documented API allows;
• upload malware, or content you have no right to upload;
• use the platform to send unlawful marketing, or to contact people who have asked you not to.

5. Fees, payment and price changes

Subscription Fees are billed in advance on your billing day, by the payment method on file, through Stripe. Usage-based charges are billed in arrears. All fees are exclusive of VAT, which is added at the prevailing rate.

• A failed payment does not pause the service immediately. We will retry and tell you. If it remains unpaid, we may suspend access after giving you at least 14 days' written notice.
• Suspension for non-payment does not delete your data. See section 12 for what happens to it and when.
• We may change prices with at least 30 days' notice before your next renewal. If you do not accept the new price, cancel before it takes effect; continuing to use the service after that date is acceptance.
• Fees already paid are not refundable except where the law requires it or where we have failed to provide the service and could not put it right.

You are responsible for the charges your own use generates with Third-Party Services where those are billed to your accounts — for example your SMS provider, your telephony provider, and any Google Maps usage on a key you supply.

6. Your data, and what we do with it

Operator Data is yours. We claim no ownership of it. We hold and process it to provide the platform to you and for no other purpose, except where you have asked us to do something else or the law requires it.

For UK and EU data-protection law, you are the controller of Operator Data and we are your processor. The Data Processing Addendum sets out the Article 28 terms, our subprocessors, our security measures and what happens in a breach. It forms part of these Terms and you do not need to sign anything separate.

• We do not sell Operator Data. We do not use it to train models. We do not share it with other operators.
• We may use aggregated, de-identified statistics that cannot identify you, your passengers or your drivers, to improve and to describe the service.
• You can export your data at any time from the platform. If you need a full extract in a form the platform does not offer, ask us.
• You are responsible for the lawfulness of what you put in. If you upload a passenger's data, you must have a lawful basis for holding it.

7. Intellectual property

The platform, its software, its design, its documentation and everything in it other than Operator Data belongs to Cabica or to our licensors. Subscribing gives you a licence to use it, not any ownership of it.

We grant you a non-exclusive, non-transferable, revocable licence, for the term of your subscription, to access and use the platform for your own licensed operations, and to allow your Users to do the same.

Your brand is yours. Where the platform is white-labelled, your name, logo and colours remain your property; you grant us only the licence we need to display them inside the apps and sites we deliver on your behalf, for as long as we are delivering them.

• Any feedback or suggestion you give us, we may use freely and without owing you anything. If that is not acceptable, do not send it.
• Nothing in these Terms transfers any patent, copyright, trade mark, database right or trade secret in the platform to you.
• You must not remove or obscure any proprietary notice in the software.

8. Third-party services

Parts of the platform depend on services we do not control. Payments run through Stripe. Maps, places and routing come from Google. Push notifications go through Firebase. SMS and telephony run through the providers you configure.

Where you contract with those providers directly, their terms govern that relationship and we are not a party to it. Where we contract with them to deliver a feature to you, we remain responsible to you under these Terms, but we cannot promise a third party will never change, break, or withdraw something.

If a Third-Party Service becomes unavailable or changes in a way that makes a feature impossible, we will tell you and, where we reasonably can, provide an alternative. If we cannot, we may withdraw the affected feature and reduce your fees proportionately.

9. Service availability and support

We aim for the platform to be available at all times and we monitor it, but we do not guarantee uninterrupted service and these Terms do not include a service level agreement unless one has been agreed with you in writing.

• Planned maintenance: we give reasonable notice and schedule it away from peak dispatch hours where we can.
• Emergency maintenance: sometimes there is no notice. Security fixes come first.
• Support is by email during business hours, with faster response on the plans that include it.
• We are not responsible for downtime caused by your own network, devices, or third-party services outside our control.

10. Warranties, and the disclaimer of them

What we do warrant. We warrant that we will provide the platform with reasonable skill and care; that we have the right to grant the licence in section 7; and that we will not knowingly introduce malicious code into it.

What we do not. Beyond that warranty and anything the law requires, the platform is provided "as is" and "as available". To the fullest extent permitted by law we exclude all other terms, conditions, warranties and representations, express or implied, including any implied warranty of satisfactory quality, fitness for a particular purpose, or non-infringement.

In particular, and without limiting the above, we do not warrant that:

• the platform will be uninterrupted, timely, secure or error-free;
• defects will be corrected, or corrected within any particular time;
• the platform will meet your requirements, or work with any particular device, browser or third-party system;
• any estimate, fare quote, route, time of arrival, distance or map produced by the platform is accurate — these come from third-party data and are estimates, not guarantees;
• any dispatch decision the platform makes is the best available one.

11. Limitation of liability

Nothing in these Terms limits or excludes liability that cannot lawfully be limited or excluded. That includes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, and anything else that cannot be excluded under England and Wales law.

Subject to that:

1. our total aggregate liability to you arising out of or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the total fees you paid to us in the twelve months immediately before the event giving rise to the claim;
2. we are not liable for loss of profit, loss of revenue, loss of business, loss of anticipated savings, loss of goodwill, loss of contract, or any indirect or consequential loss, however caused;
3. we are not liable for loss of or damage to data, except to the extent it results from our failure to take the security measures described in the Data Processing Addendum;
4. we are not liable for anything arising from your use of, or inability to use, a Third-Party Service, or from that service's own acts or omissions.

We are not liable for the journeys themselves. Cabica supplies software. You hold the operator's licence, you accept the booking, you assign the driver, and you carry the passenger. Any claim arising from a journey — the conduct of a driver, the condition of a vehicle, an injury, a loss, a fare dispute, a licensing breach — is between you, your driver and your passenger. This is not us disclaiming a risk we run; it is a description of who is actually doing what.

Each provision in this section operates separately. If any of them is held unenforceable, the others continue to apply.

12. Indemnity

You will indemnify us, and keep us indemnified, against all losses, damages, liabilities, costs and expenses (including reasonable legal fees) that we incur arising out of or in connection with:

1. your use of the platform in breach of these Terms or the Acceptable Use Policy;
2. any journey arranged, accepted or carried out through the platform, including any claim by a passenger, driver, insurer or licensing authority;
3. Operator Data — including any claim that we infringed someone's rights by processing it on your instructions, and any claim that you had no lawful basis for holding it;
4. your breach of any law, regulation or licensing condition applying to your business;
5. any claim by one of your Users arising from your acts or omissions.

What we indemnify you for. We will defend you against any claim that the platform, used as we intended, infringes a third party's intellectual property rights in the United Kingdom, and we will pay the damages finally awarded or agreed. This does not apply where the claim arises from Operator Data, from your modification of anything we supplied, or from your use of the platform in combination with something we did not supply.

An indemnity under this section is conditional on the party claiming it notifying the other promptly, allowing the other to control the defence, and not settling without consent (which will not be unreasonably withheld).

13. Term, termination and what happens to your data

These Terms run for as long as you have an account.

You may terminate at any time, effective at the end of your current billing period, from the billing screen or by writing to legal@cabica.co.uk. Cancelling stops the next renewal; it does not refund the period you are in.

We may terminate or suspend your access:

• immediately, if you commit a material breach of these Terms that cannot be put right;
• after 14 days' written notice, if you commit a material breach that can be put right and you do not put it right in that time;
• after 14 days' written notice, for non-payment;
• immediately, if you become insolvent, enter administration, or cease trading;
• immediately and without notice, if your continued use presents an imminent risk to the security of the platform, to other operators, or to the safety of any person — we will tell you as soon as it is safe to do so and explain why;
• on 90 days' notice, if we withdraw the service or the plan you are on. In that case we refund the unused portion of anything you have paid in advance.

On termination:

1. your licence ends and access is switched off;
2. you have 30 days from termination to export your Operator Data. We will keep it available for that period. If you need longer, ask before the 30 days are up;
3. after 30 days we delete or irreversibly anonymise Operator Data, except anything we must keep for our own legal obligations — invoices and payment records, principally — and anything held in routine backups, which age out on their own cycle;
4. any fees owed become immediately payable;
5. sections 7 (intellectual property), 10 (liability), 11 (indemnity), 13 (disputes) and anything else that by its nature should survive, do survive.

14. Governing law and disputes

These Terms, and any dispute arising out of or in connection with them (including non-contractual disputes), are governed by the law of England and Wales.

Talk to us first. Before starting formal proceedings, tell us what the problem is in writing at legal@cabica.co.uk. We will respond within 30 days and try to resolve it. Most things end here, and this step costs neither of us anything.

Arbitration, for business customers. If we cannot resolve it, any dispute between Cabica and an Operator acting in the course of business will be referred to and finally resolved by arbitration under the LCIA Rules, which are incorporated by reference. The seat is London, the language is English, and there will be one arbitrator. The award is final and binding. Judgment on it may be entered in any court of competent jurisdiction.

No class or representative proceedings. To the extent permitted by law, each party may bring claims against the other only in its individual capacity, and not as a claimant or class member in any purported class, collective, consolidated or representative proceeding. The arbitrator may not consolidate more than one party's claims or preside over any form of representative proceeding.

Either party may seek an injunction or other urgent equitable relief from a court at any time, without waiving anything in this section.

15. General

Changes to these Terms

We may update them. For material changes we give at least 30 days' notice by email and in the platform, and the change takes effect at your next renewal. Minor corrections take effect on publication. If you do not accept a material change, cancel before it takes effect.

Assignment

You may not assign or transfer these Terms without our written consent. We may assign them to a group company or to a buyer of our business, on notice to you.

Subcontracting

We may use subcontractors and subprocessors. We remain responsible for what they do. The current list is in the Data Processing Addendum.

Entire agreement

These Terms, together with the Acceptable Use Policy, the Data Processing Addendum, the Privacy Policy and any written order form, are the whole agreement between us. Neither party has relied on any statement not written in them — but nothing here excludes liability for fraudulent misrepresentation.

No waiver

If we do not enforce something, that is not a waiver of it and we may enforce it later.

Severance

If any provision is held invalid, it is severed and the rest continues.

Third-party rights

Nobody other than you and us has any right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.

Force majeure

Neither party is liable for failure to perform caused by something genuinely outside its reasonable control. This does not excuse non-payment.

Notices

Legal notices to us go to legal@cabica.co.uk. Notices to you go to the billing and admin contacts on your account — keep them current.