TERMS AND CONDITIONS FOR SERVICE PROVIDER

In force since: Nov 30, 2020

These General Terms shall apply to all relations between Wwwash and the Provider related to the use of the Wwwash Platform by the Provider as well as certain aspects of Service Agreements concluded through the Wwwash Platform. These General Terms are an integral part to the Agreement concluded between Wwwash and the Provider.  

  1. DEFINITIONS

“Additional Terms”

mean the additional terms and conditions applicable to a specific Service, as made available by the Provider on the site of providing the Service or through the Wwwash Platform. 

“Additional Fees”

mean any other fees and/or compensation of costs (together with applicable value added, sales or other taxes where applicable) that the Provider undertakes to pay to Wwwash in relation to the provision of Services through the Wwwash Platform, including but not limited to the payment mediation fee, SIM-card fee and controller cost. 

“Agency Fee”

means the fee (together with applicable value added, sales or other taxes where applicable) that the Provider has to pay to Wwwash for the agency services of Wwwash and for the use of the Wwwash Platform. 

“Agreement”

means the agreement comprised of the General Terms and Special Terms that is concluded between Wwwash and the Provider for the use of the Wwwash Platform by the Provider. 

“Wwwash”

means Wwwash OÜ, registry code 12801774, address Pärnu mnt 148, Tallinn 11317, Estonia. 

“Wwwash Platform”

means the mobile application and related platform, including webpage at https://www.wwwash.com operated by Wwwash as information society service and virtual marketplace that (i) enables the participating Providers to provide information about their available Services to the Users so that the Users can book and order the Services and enter into Service Agreements with the Providers and pay for Services and (ii) performs certain other functions made available by Wwwash from time to time, such as provision of access to gated parking spaces.

“Client”

means any User of the Wwwash Platform that has placed an Order and enters into a Service Agreement with the Provider through the Wwwash Platform.

“General Terms”

means these terms and conditions applicable to the relationship between Wwwash and the Client in relation to the use of the Wwwash Platform by the Client.

“Order”

means the order that the Client has placed with the Provider through Wwwash Platform to book and use the Service.

“Provider”

means an entity that offers its Services to the Clients through the Wwwash Platform.

“Service”

means the service offered by the Provider through Wwwash Platform, including (i) granting parking spaces into the use of motorists (including those in parking garages, parking lots and city streets), (ii) providing car wash and related services to motorists and (iii) other services offered by Providers through Wwwash Platform from time to time.

“Service Agreement”

means the agreement concluded through the Wwwash Platform between the Client and the Provider for the provision of the Service ordered by the Client on the specific terms and conditions applicable to such Service as made available through the Wwwash Platform and on site by the Provider.

“Service Fee”

means the price and/or fee (together with applicable value added, sales or other taxes where applicable) that the Client has to pay to the Provider for the ordered Service.

“Special Terms”

mean the specific terms and conditions agreed between Wwwash and the Provider for mediating the provision of Services for the Clients.

“User”

means any person that has registered a user account on the Wwwash Platform and uses the services of the Wwwash Platform through that user account.

  1. LEGAL FRAMEWORK 
    1. The Wwwash Platform enables the Users to book and order the Services from the Providers.
    2. For the provision of Services through the Wwwash Platform, a Service Agreement is concluded directly between the Client and the Provider. A Service Agreement is deemed to be concluded from the moment the Order is confirmed on the Wwwash Platform.
    3. By operating the Wwwash Platform, Wwwash acts only as a provider of the information society service and is not a party to any Service Agreement. Wwwash is not the provider of the Services and is not liable in any way for the performance of the Services.
    4. Section 2.3 shall not apply to the extent Wwwash itself acts as the provider of the parking service with respect to certain parking spaces in which case Wwwash shall be considered the Provider with respective rights and obligations. 
    5. By operating the Wwwash Platform, Wwwash acts as the agent for the Providers in relation to mediation of Service Agreements between the Providers and the Clients. By signing the Special Terms, the Provider authorizes Wwwash to receive payments from the Clients on behalf of the respective Provider (principal) and forward the received funds subject to agreed deductions, to the Providers.
    6. In addition to these General Terms, the booking, ordering and paying for specific Services may be governed by Additional Terms applicable specifically to such Services, as made available through the Wwwash Platform or on the site of provision of Services. 
  2. Wwwash PLATFORM
    1. After signing the Special Terms, Wwwash enables the Provider to use the Wwwash Platform for the purpose of providing the Service. 
    2. All information regarding the Provider and the provision of its Services is provided to Wwwash by the Provider and is uploaded to the Wwwash Platform by (a) Wwwash exactly as communicated by the Provider or, (b) directly by the Provider, if the respective function has been made available to the Provider through the Wwwash Platform. The Provider shall ensure that all information provided by the Provider, including in particular the information regarding the prices of the Services, is accurate and complete and Wwwash shall have no obligation to verify such information. Wwwash will not change any information provided by the Provider unless instructed by the Provider in a form reproducible in writing. 
    3. Wwwash may change or remove different parts of the Wwwash Platform and/or change its features in part or in whole at any time without prior notice.
    4. Wwwash is not obliged to adjust the Wwwash Platform according to the Provider’s needs. The development of any additional functionalities to the Wwwash Platform will be agreed between Wwwash and the Provider separately. 
    5. Wwwash shall make reasonable efforts to ensure the availability of the Providers’ Services to the Clients on the Wwwash Platform 24 hours a day, seven days a week, but does not warrant that the access will be uninterrupted. Access may be interrupted, among others, for scheduled and unscheduled maintenance.
    6. Unless agreed otherwise in the Special Terms, designing, ordering and installing signs in relation to the provision of Services shall be organized by Wwwash subject to the prior agreement on the division of respective costs with the Provider. 
  3. FEES 
    1. In consideration for Wwwash acting as the agent for mediation of the Service Agreements, the Provider shall pay to Wwwash the Agency Fee per every Service Agreement concluded through the Wwwash Platform in the amount specified in the Special Terms. 
    2. In addition to the Agency Fee the Provider shall also pay to Wwwash the Additional Fees, as specified in the Special Terms.  
    3. The Service Fees applicable to the Clients are determined by the Provider and uploaded onto the Wwwash Platform by (a) Wwwash on the basis of the information provided by the Provider or, (b) directly by the Provider, if the respective function has been made available to the Provider through the Wwwash Platform. The Provider has the right to change the Service Fees at any time by notifying Wwwash thereof. The revised Service Fees enter into force after being made available on the Wwwash Platform. 
    4. Wwwash and the Provider may agree on the application of certain promotional offers and discounts regarding the fees applicable to the Clients.
  4. Invoicing and payments
    1. Wwwash, acting as an agent of the Provider, shall prepare and issue to the Client the invoice for the Services on behalf of the Provider, and accept the Client’s payment of the Service Fee of behalf of the Provider. The payment obligations of the Client arising from the Service Agreement is deemed to be fulfilled respectively towards the Provider when payment has been performed to Wwwash and charged from the Client’s credit card or using other payment method. 
    2. Invoicing and payments between Wwwash and the Provider will be made after each reference period. Unless agreed otherwise in the Special Terms, the reference period shall be one calendar month. 
    3. Wwwash undertakes to forward all Service Fee payments from the Client to the respective Provider for a given reference period. 
    4. Within five business days from the expiry of each reference period Wwwash will issue an invoice to the Provider for the Agency Fee and any other applicable Additional Fees for a given reference period.
    5. All payments between Wwwash and the Provider will be settled by way of set-off to the maximum extent possible. All other payments between Wwwash and the Provider that cannot be set off will be made by way of bank transfers. 
  5. COMPLAINTS
    1. If the Client has any complaints regarding the Services, the Client is encouraged to contact the Service Provider directly using the contact information made available through the Platform.
    2. The Client may also inform Wwwash directly of any dissatisfaction with the Services of the Provider, in which case Wwwash will forward the complaint to the Provider. In doing so Wwwash is not obliged to nor does it assume any responsibility for resolving the complaint. The obligations of Wwwash in resolving the complaint are limited to the extent that is necessary for proving the payment of fees by the Client. 
  6. Term, Termination AND SUSPENSION OF USE
    1. The Agreement concluded under the Special Terms and these General Terms is entered into without term, unless otherwise agreed in the Special Terms. 
    2. Both Wwwash and the Provider may terminate the Agreement without cause by notifying the other party thereof at least 30 calendar days in advance. The advance notice is not required in cases described in Section 7.3 below, and if the other party fundamentally breaches the Agreement.  
    3. Wwwash is entitled to suspend the Provider from the Wwwash Platform with immediate effect and without obligation to compensate any lost profit if the Provider causes any abuse or harm to the Wwwash Platform, if Wwwash has reasonable belief of fraudulent acts by the Provider when using the Wwwash Platform, or if the Provider otherwise fails to comply with its obligations under the Special Terms or these General Terms.
    4. Upon termination of the Agreement on any grounds the Provider shall return to Wwwash any equipment and devices provided by Wwwash, unless the Provider has become the owner of such equipment and devices according to the Special Terms. 
  7. INTELLECTUAL PROPERTY RIGHTS AND DATA PROCESSING 
    1. By registering on the Wwwash Platform, Wwwash grants the Provider a revocable, non-exclusive, non-transferable, non-sublicensable license to use the Wwwash Platform for the purpose of providing the Services.
    2. All intellectual property rights regarding the software, documentation or information used or developed by or on behalf of Wwwash during the provision of the information society services under these General Terms (incl. the Wwwash Platform and any material uploaded therein) belong to Wwwash. The Provider shall not copy, modify, adapt, reverse-engineer, decompile or otherwise discover the source code of the Wwwash Platform or any other software used by Wwwash or extract or use any data on the Wwwash Platform for commercial purposes or any other purpose than the intended purpose of the Wwwash Platform. 
    3. The principles for processing personal data are set out in the Privacy Policy available on the Wwwash Platform.
  8. LIABILITY
    1. The Provider is solely liable for the provision of the ordered Services and for any defects or issues related to the Services and other shortcomings in the performance of the Service Agreements and Wwwash does not assume any liability thereof.
    2. Wwwash will not be liable for any interruptions, connection errors, unavailability of, or faults in the Wwwash Platform. Wwwash is not providing any warranties, guarantees or representations regarding the features, functions and quality of the Wwwash Platform, including regarding the absence of apparent or hidden defects, fitness for ordinary or particular (special) purpose. Notwithstanding the above, if the Provider becomes aware of any circumstances that give rise to complaints, the Provider undertakes to notify such issues to Wwwash and Wwwash shall make reasonable efforts to resolve the issue within 14 calendar days. 
    3. Neither Wwwash nor the Provider is liable to the respective other party, whether under the General Terms, Special Terms or otherwise, for any damages other than direct proprietary damages. A party is not liable for any loss of revenue, loss of business, anticipated savings or profits or any indirect, special or consequential damages or similar damages. 
    4. Wwwash’s aggregate liability towards the Provider arising in connection with the use of the Platform or otherwise shall be limited to the total amount of Service Fees paid by the Clients to the Provider through the Wwwash Platform during six months preceding the date on which the claim arose.
    5. No limitations of liability set forth in these General Terms apply in case the damage is caused intentionally or through gross negligence.
  9. miscellaneous
    1. Wwwash reserves the right to make changes to the General Terms at any time, by uploading the revised General Terms onto the Wwwash Platform and notifying the Provider thereof through the email address provided in the Special Terms. The revised General Terms will enter into force after 30 calendar days from sending the notification. 
    2. The Agreement, its content and any information regarding the other party obtained during the performance of this Agreement that the party had not obtained without entry into this Agreement are confidential. Confidential information may not be disclosed to any third parties except upon prior written consent of the other party or if such disclosure is required under law. Disclosure of confidential information to the party’s credit institution, auditor or professional adviser is not a breach of the confidentiality undertaking if the disclosing party procures that the recipient is bound by a duty of confidentiality and will not disclose the information to third parties.
    3. The use of the Wwwash Platform and all legal relations formed thereunder will be governed by the laws of Estonia. 
    4. If the respective dispute resulting from these General Terms cannot be settled by negotiations, then the dispute will be finally solved in Harju County Court in Tallinn, Estonia. 
    5. Where versions of these General Terms exist in any other language, the English language version shall prevail.