Partners
Company
Contacts
The present document is an official offer of Ziyas Inc (hereinafter referred to as "ZIYAS") to make a contract on the terms and conditions stated below. The contract and appendices, being its integral part, are available on ZIYAS's official website (ziyas.com), and in all cases given to the B2B for examination when booking and (or) sent to the Provider by e-mail or in any other communication form. In accordance with the law of the USA, this document is the offer.
The contract is made by accepting the offer by a person, responded thereto (hereinafter referred to as the "B2B"). The written form of the contract is considered to be respected pursuant to the laws of the USA
Full and unconditional acceptance of the offer is the B2B's fulfillment of any actions relating to execution of the terms and conditions of the contract, indicated in the offer, including service booking and (or) effecting full or partial payment under the contract.
The offer may be withdrawn by ZIYAS at any time before it is accepted.
The Principal is ZIYAS Inc with its principal office at Delaware , 651 N Broad St, Suite 206, Middletown, 19709,
The B2B is a legal entity making a booking and delivery of transfer services to third parties.
The Passengers are individuals for whom the transfers are booked.
The Carrier is a company carrying out transfer of the passengers.
The Rules of service delivery (the Rules), the Service Level Agreement (the Level) are integral parts of the present contract establishing the rules and parameters of services delivery. The Rules and the Level may be signed by the parties or (at ZIYAS's discretion) posted on ZIYAS's website.
The present contract (the Contract) is the present contract as well as the Rules of service delivery and the Service Level Agreement being the integral parts hereof.
1.1. The B2B shall, in its own name and on a fee basis, provide transfer services by the Principal's order on the terms and conditions defined in this contract, the Rules of service delivery and the Service Level Agreement.
1.2. The B2B shall conduct the commercial activity on provision of transfer services in the conditions of full financial self-sufficiency. Reimbursement of the B2B's expenses associated with the execution of the Principal's order hereunder (including the expenses for telephone, facsimile, Internet communications, etc.) shall be made not on top, but within a fee payable to the B2B.
1.3. The B2B shall deliver transfer services in accordance with the Principal's instructions contained herein and within the powers established hereby.
1.4. For the purposes hereof and request of the Client's B2B, the Principal shall select the carrier, book (pre-order) the carrier's transport means, approve the route from the pick-up point to the destination point with the carrier. The transfer services shall be rendered by the carriers. The Principal shall bear responsibility for performance of its obligations stated herein, however, it shall not bear responsibility for action (failure to act), fulfillment (improper fulfillment) and for any damage or harm done by the carriers.
2. Rights and Responsibilities of the Parties
2.1. The Principal shall:
2.1.1. put the description of the services provided on its web-site. The B2B shall study the information on the Principal's website before booking is made.
2.1.2. implement on its website the transfer booking system which provides reservation of the services being rendered directly by the Carriers.
2.1.3. subject to respect of the terms and conditions hereof by the B2B, after transfer (deposit) of the monetary funds by the B2B, deliver the documents thereto needed for provision of transfer services to third parties. The documents shall be sent to the B2B's e-mail and (or) put in the B2B's personal account and considered as delivered from the moment it is sent/put.
2. 2. The Principal may:
2.2.1. replace services pursuant to the Rules of service delivery and the Service Level Agreement.
2.2.2. if B2B fails to fulfill any of the money obligations established hereby, unilaterally and without preliminary notification of the B2B, refuse to provide a booked transfer service and/or change its consumer properties and/or suspend provision of the service specified in a transfer request. Losses incurred by the B2B related to exercising rights by the Principal, provided by this clause, shall not be reimbursed by the Principal; responsibility towards the client for failure to fulfill obligations hereunder shall be borne by the B2B.
2.2.3. transfer its obligations hereunder to third parties, engage third parties to perform the Contract.
2.2.4. exercise any other rights provided by the Contract, the Rules of service delivery and the Service Level Agreement delivery.
2. 3. The B2B shall:
2.3.1. deliver the transfer services in the order and on the terms and conditions hereof.
2.3.2. deliver the transfer services at the price set by the Principal.
2.3.3. make a contract, meeting the requirements of the USA laws, with passengers in its own name and in the written form (including by using an e-mail or by putting the offer on the B2B's website).
2.3.4. when making a contract with passengers, provide thereto all the necessary and reliable information relating to consumer properties and safety of the transfer services in the written form to the extent to meet the requirements of the laws.
2.3.5. fulfill Principal's requirements relating to performance hereof.
2.3.6. deliver the transfer services only upon specification of the services, differences from description presented on the Principal's website and notification of third parties thereof.
2.3.7. make a booking of transfer services, change and cancellation of transfer requests only in the written form via its personal account in accordance with the terms and conditions hereof.
2.3.8. transfer monetary funds in full to the Principal in accordance with stated terms and conditions hereof.
2.3.9. timely provide the documents needed for receiving the transfer services to the clients.
2.3.10. timely inform the clients of any changes made by the Principal or Carriers to the service.
2.3.11. provide all information needed for meeting the accounting requirements to the Principal. In case of failure to provide reliable information that entailed incorrect accounting statements, the Principal shall not be liable for failure to respect time frames for accounting statements and may refuse to further perform the Contract without compensation of the B2B's expenses.
2.3.12. in case of change of the B2B's business entity form, reorganization, change of the corporate body and/or persons authorized to take decisions required hereunder, emergence of legal successors which entire scope of rights and obligations or its part hereunder have passed to, changes in the economic status caused by the start of the bankruptcy procedure in relation to the B2B, and recognizing it as a bankrupt, change of bank details, including the location and/or its mailing addresses or the B2B's banking establishment that supplies transaction and cash services, change of B2B's bank accounts, TIN or replacing tax codes, as well as phone numbers and any other contact information needed for proper fulfillment hereof, the B2B shall within seven calendar days inform the Principal in writing of occurrence of any of the events listed therein.
2.3.13. obtain the passenger's consent to personal data processing. By sending the passengers information, the B2B shall guarantee the availability of the aforesaid consent. The B2B shall unconditionally compensate the ZIYAS any expenses relating to non-availability of a written consent to passengers personal data processing, including but not limited to fines issued by regulatory agencies and payments in favor of tourists and other tourist product users against civil actions. The B2B shall provide the original written consent upon ZIYAS's first request. The B2B shall entrust ZIYAS with personal data processing and bear responsibility to personal data subjects. ZIYAS shall maintain personal data in confidence and secure its safety when processing by determining security threat thereto. ZIYAS shall not be obliged to obtain personal data subjects' consent to process their personal data.
2.4. The B2B may:
2.4.1. request and receive information defined in clause 2.1.1. hereof from the Principal.
3. Procedure of Booking and Transfer Services Delivery
3.1. The procedure of booking and services delivery shall be established by the Contract, the Rules of service delivery posted on Principal's official website.
3.2. The Principal may receive requests and booking confirmations via the personal account on the Principal's website using the electronic communication (in this case, the B2B's e-mail address shall be deemed to be the equivalent handwritten signature). The B2B's e-mail address shall be deemed to be the equivalent handwritten signature.
3.3. The Rules of service delivery and the Service Level Agreement shall be the integral parts hereof. The Rules of service delivery and the Service Level Agreement may be changed by the Principal at any time, and the most recent version of the Rules and the Level shall be put on the Principal's website and (or) in the B2B's personal account. The Rules and the Level as well as any other documents may establish other terms and conditions as compared to ones contained herein – in this case, the terms and conditions contained in the Rules and the Level to the extent where they provide additional rights of the Principal or additional obligations of the B2B and where they do not worsen condition of the B2B as compared to the terms and conditions hereof shall apply.
3.4. By committing the actions relating to fulfillment of the Contract – including composing a request in the personal account – the B2B shall confirm its consent with the current version of the Rules and the Level.
3.5. Should the B2B cancels the transfer request confirmed by the Principal, the consequences provided by the provisions of the Contract, the Rules of service delivery and the Service Level Agreement shall ensue for the B2B.
4. Settlement and Payment Procedure.
The B2B's Report
4.1. The prices of transfer services indicated in the quotations and on the Principal's website shall be informational and may be changed on a unilateral basis.
4.2. The price of transfer services on the B2B's particular request shall be set in the confirmation submitted by the Principal and in the invoice for payment.
4.3. The balance currency is set automatically on the stage of registration, depending on the B2B's residency. The balance currency will be used in all transactions, financial operations.
4.4. All types of payments hereunder shall be made in the balance currency.
4.5. Settlements hereunder shall be made in the currency indicated in the Principal's invoice.
4.6. Payment shall be made by bank transfer or any other methods defined by the Principal.
4.7. The period for the chargeback in the cases stipulated by the Contract, the Rules and the Level shall be defined by the Service Level Agreement.
4.8. In case of indebtedness of the B2B before the Principal, the Principal may hold existing indebtedness from the monetary funds the B2B paid earlier. In this case, payment for transfer services made by the B2B in accordance with its current booking requests shall be correspondingly decreased (and also the amount for fully paid requests is decreased; in this case, they can be recognized as not paid).
5.1. Cancellation of the order and (or) non-arrival of clients to the pick-up point shall entail penalty to be paid by the B2B to the Principal and (or) reimbursement of expenses in the amount defined in the booking confirmation and (or) in the B2B's personal account and (or) established by the Rules of service delivery and the Service Level Agreement, and the written form of the penalty clause shall be considered as met.
5.2. The Principal's losses and expenses shall be reimbursed by the B2B with the regard to the part not covered by the penalty. In any case, the Principal shall have the right to be compensated for services arrangement, which implies the following, including, but not limited to: payments effected by the Principal to the carrier as a fee for renting a car to make a transfer (insurance deposit, etc.); payments effected by the Principal to the carrier as reimbursement of the carrier's expenses for departure to the pick-up point and back, bank charges paid by the Principal when transferring money, received from the B2B, to the carrier.
5.3. The Principal shall have the right (but not be obliged to) demand the original and (or) scanned cancellation application with the B2B's signature therein.
6. Responsibilities of the Parties
6.1. For delay in fulfilling obligations, in addition to other consequences, the B2B shall pay the Principal a penalty at the rate of 0.5% of the amount due for each day of delay after 10 days.
6.2. Application of measures to ensure fulfillment of the obligations shall be the right but not obligation of the Provider and carried out thereby at its sole discretion.
6.3. The sum in payment for penalty and reimbursement of the Principal's losses may be retained by the Principal from monetary funds the B2B paid thereto against any invoices earlier. In case of insufficiency of the B2B's monetary funds, the designated amount shall be paid within the time limit stated in the invoice additionally issued by the Principal, and in case of absence thereof – within 10 (ten) days from the date of occurrence of circumstances entailed the penalty.
6.4. The B2B shall bear responsibility to the Principal and third parties for failure to provide or provision of false information on the transfer services and their consumer properties, including the information indicated in the terms and conditions hereof.
6.5. The B2B shall bear responsibility for truth of the information concerning the passengers stated in the request and timely transfer of money to the Principal.
6.6. The Principal shall not bear responsibility to the passengers in case of the B2B's improper fulfillment of the obligations, including failure to pay or partial payment, failure to provide the needed information and documents, as well as termination (including, actual one) of the activity and (or) frauds. The Principal shall have the right not to deliver services and (or) ensure services by third parties until all B2B's requests are fully paid. In the said cases the responsibility to the clients shall be under the B2B.
6.7. The Principal under this Agreement shall not be liable for the actions of carriers, including (but not limited to) in cases of non-performance or improper performance by carriers of their obligations, as well as in cases of damage to life and bodily harm in traffic. incident. Liability for bodily harm and bodily harm in the event of a traffic accident are regulated within the framework of liability insurance and motor third-party liability insurance (OSAGO and body insurance policies) - in the countries in accordance with applicable law.
6.8. The terms and procedure of compensation against claims shall be defined by the Rules of service delivery and the Service Level Agreement.
7. Dispute Settlement Procedure
7.1. The Contract provides for the compulsory pre-court procedure for dispute settlement by means of presenting the claims and answers thereto.
7.2. A dispute shall be settled by exchanging written claims and answers thereto. The B2B may submit motivated written claims with the evidences attached thereto within 14 (fourteen) days after transfer services delivery. The Principal shall have the right to demand the original claims signed by an authorized person. In case of failure to submit the claims within 14 (fourteen) days, transfer services shall be considered as supplied in a proper manner and accepted by the B2B to the full extent. Upon expiration of the said period, the B2B's claims regarding defects of services, including quantity (volume), price and quality, shall not be accepted.
7.3. Time period for claim consideration shall be defined by the Rules of service delivery and the Service Level Agreement.
7.4. Failure to comply with the compulsory claim procedure for dispute settlement may be the ground for dismissal of the B2B's demands without consideration by the court.
7.5. If disagreements between the B2B and the Principal can not be settled through claim procedure, they shall be subject to settlement at the court at the location of the Principal with application of the law of the Principal location.
7.6. The procedure for dispute consideration may be changed and added by the Rules of service delivery and the Service Level Agreement.
8.1. The Principal shall not be held liable for improper fulfillment or failure to fulfill its obligations hereunder if proper fulfillment has turned out to be impossible due to force majeure circumstances, i.e. extraordinary or unavoidable circumstances under the given conditions. The Principal shall without undue delay inform the B2B of occurrence of force majeure circumstances.
8.2. In case of force majeure occurrence, the Principal may return monetary funds to the B2B less costs actually incurred or apply other consequences stipulated by the Rules of service delivery or the Service Level Agreement.
9.1. The present contract shall come into force when signed in accordance with the procedure established hereby and remain in force without limit of time.
10. Contract Termination Terms
10.1. The present contract may be terminated on agreement of the parties with notification of the party prior 1 (one) month to the expected date of such termination. The Principal shall have the right to refuse to further fulfill the present contract on the additional grounds indicated herein.
10.2. If one or several provisions hereof conflict with the laws in force, these provisions shall lose their force and not entail invalidity or loss of effect of other provisions and the contract in whole.
11.1. Conclusion of the present contract shall cancel all prior agreements and contracts made with the Principal which subject is transfer services delivery.
11.2. The parties agree to acknowledge the correspondence via electronic communication to be sufficient for fulfilling the obligations hereunder.
11.3. The B2B's e-mail address, login and password shall be considered to be the equivalent handwritten signature.
11.4. The B2B shall have no right to make sub-agency contracts for transfer services delivery without the Principal's prior written approval.
11.5. The laws to be applied to the contract shall be the USA laws.