1.1 We are Faxi Ltd., a company incorporated in England and Wales (company number 08598706). Our registered address is at 344-354 Gray’s Inn Road, London WC1X 8BP, England, United Kingdom (“Faxi”, “we”, “us”, or “our”).
1.2 Faxi makes available the “FAXI” online platform via a smartphone application (the “App”) and via https://faxi.co.uk/ (the “Website”) which enables people in communities to identify each other and easily arrange to share journeys by car and other means of transportation. Faxi also operates the Website.
1.4 In these legal terms and conditions (the “Terms”), references to “you”, “your” and “yours” are references to the person accessing the Website, the App or using any of the Services (as defined below) provided via the App or the Website.
1.5 If you wish to contact us for any reason, including because you have any complaints, you can contact us via the details set out in the Contact Us section.
2.1 These Terms apply to your use of the Website, the App and the services provided via the Website and the App (the “Services”).
2.2 These Terms contain legally binding obligations that you must comply with and rights for Faxi. The Terms also contain limitations on our liability to you. Your attention is particularly drawn to the following clauses:
2.2.1 clause 5 (Journey Sharing, Safety Tips and Rules of Behaviour);
2.2.2 clause 13 (Limitation of our liability to you);
2.2.3 clause 14 (Your indemnity to us); and
2.2.4 clause 15 (Termination).
2.3 Please read these Terms carefully before using the Website, the App and applying to become an Admin or User because you are agreeing to be bound by and comply with these Terms. These Terms expressly supersede our prior agreements or arrangements with you. If you do not accept these Terms you should not use the Website, the App and the Services and you should not register with the Website and/or the App to use any of the Services.
2.4 Before registering with the Website and/or the App, you will be asked to agree to these Terms. If you refuse to accept these Terms, you will not be able to use the Services, Website or App. By toggling the slider next to “I have read and agree to the Faxi terms and conditions” and clicking the “Next” button, you accept and agree to be bound by these Terms. You also confirm that you have sufficient right, authority and capacity to enter into and abide by all of these Terms.
2.5 You will be deemed to accept these Terms by otherwise using or accessing the Website or App (even if you do not use any of the Services).
4.2 Faxi does not provide transportation. Faxi does not provide transportation services and is not a transportation carrier. Save as expressly set out otherwise in these Terms, Faxi has no responsibility or liability for any transportation services provided to or by you.
4.3 If you are providing transportation, it is entirely your responsibility to ensure that you have all the necessary licences, authorisations and consents (including insurance). We do not monitor this information.
5.1 The Services enable Users to manage their participation in journey sharing arrangements with others within their journey sharing Community. In addition, Users can participate in corporate journey sharing Communities which are created under our programme with our business customers (the “Corporate Journey Sharing Programme“). You will only be able to join a journey sharing programme when accepted by the relevant Admin of a corporate Community. In particular, for Communities established under the Corporate Journey Sharing Programme, you will typically be required to be an employee or other worker engaged by our business customer to allow you to participate in the journey sharing Community.
5.3 You should check that a Community reflects your requirements before requesting to join.
5.4 Our Services are limited to enabling you to connect with other Users and to join Communities if you choose to do so. For clarity, we do not verify the identity of any User and we do not accept any responsibility and disclaim liability for the actions of other Users in relation to your use of the Services or otherwise.
5.5 It is your responsibility to check that any User with whom you wish to travel is adequately qualified and has the necessary insurance in relation to your journey. We do not accept any responsibility for and disclaim liability in relation to any journeys you take in relation to the Services. In particular, we do not guarantee that any User will comply with their undertakings in relation to these Terms or any journeys that you take or plan to take in relation to the Services. We do not guarantee that participation in any Community will enable you to arrive at your destination at a particular time. In addition, we do not accept responsibility for and disclaim liability for the safety of any driving of any User in relation to the Services.
5.6 Any Safe Driver Scores which are made available as part of our Services are for information only and should not be relied upon as official endorsements of a User’s driving ability. Safe Driver Scores only apply to drivers.
5.7 Notwithstanding the foregoing, we request and rely upon Users behaving well and properly towards each other and treating each other with mutual respect and consideration and taking responsibility for their own actions and decisions. You must read and comply with our Safety Tips and Rules of Behaviour. Our Safety Tips are accessible via https://faxi.co.uk/corp/en/commute/safety-tips/. Our Rules of Behaviour are set out in clause 7.
6.1 In order to validly register as a User of the Website and the App and use the Services, you must be at least eighteen years old and you must register for and maintain a user account. You will not be able to access the Services without a user account. We have the right to refuse to grant you an account at our sole discretion.
6.2 The information that you provide must be current, complete and accurate in all respects. You agree to maintain accurate and up to date information in your account. We reserve the right to terminate your account if your information is incomplete, inaccurate or out of date.
6.3 Subject to our right of refusal referred to in clause 6.1, upon registering for an account, you will be asked to choose a user id and password. You must keep this information confidential and you are entirely responsible for ensuring that this information is not communicated to or shared with any other person. We are entitled (but not obliged) to terminate your account at any time, including if we become aware that you have disclosed your user id and/or password to any other person. Please note that you are entirely and solely responsible for all activity that occurs under your account, including any posted journeys and all communications. We have no obligation to monitor any journeys or communications.
6.4 We are not obliged to and nor do we have the technical means to check the identities of every person registered to use our Services. The use of your account is expressly limited to you, and you are not entitled to transfer or share your account with any other person (temporarily or permanently). If you have any reason to believe that another person may be using your identification information or account you must inform us immediately by contacting us. We will suspend access or change access to your account as soon as possible following receipt of notification by you that your password has been lost, stolen or otherwise compromised.
6.5 You are responsible for all equipment (including but not limited to all computer, software, telephone, internet and other telecommunication systems) used to access the Services, together with any charges or costs incurred as a result of its use.
7.1 We expect that Users of our Services will have a diversity of interests and opinions. In any case, Users must conduct themselves properly and behave well towards each other and with mutual respect and consideration and take responsibility for their own actions and decisions. The Website and App may not be used to post or transmit any unlawful, harmful, threatening, abusive, harassing, defamatory, or otherwise objectionable material of any kind, including, but not limited to, any material which encourages conduct that would harm our business interests, constitute a criminal offence, exploit children and/or vulnerable adults, violate rights of others, or otherwise violate any applicable local, state, national, or international law. We reserve the right to remove any user, group or participant, which in our sole judgement, breaches the obligations set out in clauses in this clause 7.
7.2 Without prejudice to clause 15 (Termination) below, you must not use any of the Services (including the Website and the App):
7.3 Without prejudice to clause 15 (Termination) below, you undertake to comply with the following obligations:
7.4 Failure on your part to comply with all or any of the obligations and/or undertakings set out in clauses 7.1 – 7.3 (inclusive) will constitute a serious breach by you of your obligations to us and/or under these Terms. If you breach one or more of these obligations, then without prejudice to clause 15 (Termination) below we shall be entitled to take all or any of the following steps:
8.1 Faxi’s digital wallet (the “Wallet”) allows Users to load funds which may be used to make contributions towards shared journeys with other Users and, depending on the Community, to make parking payments and/or to purchase private bus tickets.
8.2 Funds may be loaded from Paypal, Visa, Mastercard and Maestro. You may unload your funds only to your Paypal account. When loading funds onto the Wallet, you confirm that you have the authority to use the relevant funding method.
8.3 Pay attention to the details of the transaction, because your total price may include taxes, which you are responsible for paying.
8.4 You are solely responsible for ensuring that you have sufficient funds available to complete the transaction that you intend to conduct via the Wallet. If you pay by debit card or credit card and your transaction results in an overdraft or other fee from your bank, you alone are responsible for that fee.
8.5 We cannot guarantee that the Wallet will always be available or able to make payments. The provisions of clause 9 shall apply equally to your access to the Wallet.
8.6 Please note that when you deposit funds in your Wallet, those funds will be held in a bank account in the name of Faxi. We will hold the funds on trust for you and will treat those funds subject to your instructions (subject to these Terms). However, please note that Faxi is not a bank and the funds in your Wallet are not eligible for protection under the Financial Services Compensation Scheme (FSCS). Accordingly, the sums held in your Wallet are at risk.
8.7 Your Wallet may be subject to limits on the transactions that can be carried out due to security and legal requirements as determined by us from time to time in our reasonable discretion. You may be asked to answer security questions or to complete other activities that we may reasonably require in relation to any transaction.
8.8 We may refuse to implement a transaction if you are in material breach of these Terms or we reasonably believe the transaction to be unlawful. To the extent permitted by applicable law, we will use reasonable endeavours to inform you of any such refusal, stating the reasons for the refusal and, if possible, give instructions for rectifying any errors that lead to the refusal.
9.1 Access to the Website, the App is provided on an “as is, as available” basis. We reserve the right at any time and for any or no reason to limit, deny, modify or discontinue all or any part of the Website and/or the App with or without prior notice to you. We shall not be liable to you or to any other person if, for any reason, all or any part of the Website and/or the App are unavailable at any time and for any period (including in the event of their total or partial discontinuance by us).
9.2 We give no warranty that access to the Website and the App will be uninterrupted, timely or error-free. If the need arises, we may suspend access to the Website and the App and close it or them indefinitely.
9.3 From time to time, we may carry out maintenance of the Website and the App which may result in certain parts of the Website and the App becoming unavailable. As a consequence, the Services may also become unavailable. We will try to give you reasonable notice of any unavailability.
9.4 While we try to make sure that the Website and the App are secure, you should note that transmission of information via the Internet may not be absolutely secure and could be subject to interception by third parties.
9.5 Because of the nature of the Internet, we cannot guarantee that the Website and the App will be free from viruses or other harmful properties. We recommend that you always use up to date firewalls and anti-virus software to protect your equipment and data.
10.1 Faxi and its licensors own all Intellectual Property Rights in the Website, the App and the content provided via the Website and the App (“Faxi Content”). Save for the licence expressly granted to you in clause 10.2, Faxi does not grant to you any rights to, under, or in any Intellectual Property Rights in respect of the Website, the App and Faxi Content.
10.2 Subject to your compliance with these Terms and our right of refusal referred to in clause 6.1, we grant to you a limited, non-exclusive, non-sublicensable, revocable, non-transferable licence to: (i) access and use the App on your personal device solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Website and the App, in each case solely for your personal, non-commercial use.
10.3 You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Website, the App and Faxi Content; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Website, the App and Faxi Content except as expressly permitted by us; (iii) decompile, reverse engineer or disassemble the Website, the App and Faxi Content except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Website, the App and Faxi Content; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Website, the App and Faxi Content or unduly burdening or hindering the operation and/or functionality of any aspect of the Website, the App and Faxi Content; or (vi) attempt to gain unauthorized access to or impair any aspect of the Website, the App and Faxi Content or its related systems or networks.
11.1 You hereby grant (and represent and warrant that you have the right to grant) to us a royalty-free, irrevocable, non-exclusive, worldwide licence (together with the right to grant sublicenses) to use, copy, reproduce, represent, adapt, modify, translate, scan, sublicense, assign, transmit, and create derivative works to any and all content, information, data, text, images and materials you publish, upload, post, disseminate, broadcast or distribute on or through the Website and the App, to enable us to provide the Website, the App and the Services (“Your Content”).
11.2 You must not copy, reproduce or otherwise use for any purpose whatsoever any content relating to other Users except to the extent required for the purpose for which usage of the Website and the App is expressly permitted as described in these Terms.
12.1 We shall be entitled to remove any content, information, data, images and materials you upload or post to the Website and the App if, in our opinion, such material does not comply with the Rules of Behaviour.
12.2 Whenever you make use of the Website, the App, the Services and upload any content, information, data, images or materials to the Website or the App or make contact with other Users, you must comply in all respects with the Rules of Behaviour.
13.1 Notwithstanding any other provision, nothing in these Terms shall exclude or limit our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited by law.
13.2 Subject to the remainder of this clause 13, if you are dissatisfied with the Website, the App, the Service or any of these Terms, your sole remedy shall be to discontinue use of the Website.
13.3 Other than as set out in this clause 13, and notwithstanding any other provision of these Terms, we shall not be liable in contract, tort (including negligence), statutory duty, misrepresentation or otherwise, for any loss or damage whatsoever arising from or in any way connected with these Terms, including any liability for:
a) any of the following:
i) losses arising out of delays to your journey;
ii) loss of profits;
iii) loss of sale or business;
iv) business interruption;
v) loss of agreements or contracts;
vi) loss of anticipated savings; or
vii) loss of or damage to goodwill,
whether the same are suffered directly or indirectly; or
b) any indirect or consequential loss or damage whatsoever and howsoever caused.
13.4 We do not charge you for the provision of the Website, the App and the Services and accordingly it is reasonable for us to limit our liability to you. Subject to clause 13.1, our maximum aggregate liability whether in contract, tort (including negligence), statutory duty, misrepresentation or otherwise, shall in all circumstances be limited to £100.
13.5 All conditions, warranties and obligations which may be implied or incorporated into these Terms by statute, common law, or otherwise and any liabilities arising from them are hereby expressly excluded to the extent permitted by law.
14.1 You agree to indemnify us, our holding companies, our subsidiaries, our Affiliates, our office employees, agents, representatives and subcontractors against any and all actions, claims, demands, costs, losses, liabilities and expenses (including legal expenses) arising out of or relating to:
15.1 We may close your account on the Website and the App at any time without cause, or if we believe, in our sole discretion, that you have violated any of the Rules of Behaviour set out in clause 7 of these Terms. We may also immediately terminate your user account and right to access and use the Website, the App and the Services if:
15.2 Termination of your account by us shall be without prejudice to any other rights or remedies that we may have including any and all claims under any indemnity set out in these Terms or any and all claims for damages in respect of any loss suffered as a result of a breach of any of these Terms by you.
15.3 You may at any time and with or without cause terminate your registration with the Website and the App by cancelling your account and notifying us of that cancellation.
15.4 In the event of termination of your user account you will remain obligated not to violate the rights or privacy of any person or entity with respect to any information or materials you may have received or downloaded through your use of the Website, the App and the Services.
16.1 Entire Agreement
These Terms and the documents referred to in these Terms constitute the entire agreement between us. They cancel and supersede all prior understandings, proposals, agreements, negotiations, and discussions between us whether written or oral.
16.2 Amendment and variation
The information, material and content provided in the pages of the Website and the App may be changed at any time and from time to time without notice.
We may revise these Terms at any time and we shall notify you of any changes to these Terms. If you continue to use the Website, App or Services after we inform you that there have been changes to these Terms, you will be deemed to have accepted the updated Terms.
If any provision (or part of any provision) of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions will continue in force without being impaired or invalidated in any way.
A waiver by either of us of any right or remedy under these Terms or by law is only effective if given in writing and shall not be deemed to be construed as a waiver of any subsequent breach or default. A failure by either of us to enforce the provisions of these Terms at any time, or the failure of one party to require at any time the performance by the other party of any of the provisions of these Terms, shall in no way be construed to be a present or future waiver of such provisions nor in any way affect the entitlement of either party to enforce each and every such provision.
You may not assign, transfer and/or subcontract all or any of your rights and/or obligations under the agreement between us set out in these Terms which are personal to you and any attempt on your part to the contrary is void. We shall be entitled to assign, novate or otherwise transfer all or part of our rights and obligations under these Terms to any User of our group or to any entity who acquires all or part of our business without approval from you and you hereby agree to enter into or execute any documents or agreements to effect such assignment, novation or transfer.
Any notice required or permitted to be given to you by us under these Terms shall be delivered by electronic mail to the email address provided by you during your registration on the Website and/or the App. You may give notice to us via email at email@example.com. A notice served via email shall be deemed to have been served at the time of transmission. This clause 16.6 (Notices) does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
16.7 Rights of third parties
Unless expressly agreed or stated otherwise and save as specified in clause 14.1 , no term of the agreement between us is intended to confer a benefit on, or to be enforceable by, any person who is not a party to the Terms, including any rights under the Contracts (Rights of Third Parties) Act 1999.
17.1 These Terms and any dispute or claim arising out of or in connection with these Terms or their subject matter (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
17.2 The courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms or their subject matter (including non- contractual disputes or claims).
18.1 If you have any questions or concerns about any material whatsoever which appears on the Website, the App or any questions or concerns about the Services, please contact us at firstname.lastname@example.org.
18.2 If you believe that any communication made through or on the Website or the App and/or any aspect of the Services infringes any legal rights that you may have or is in breach of any of these Terms (including the Rules of Behaviour) or know of or suspect any infringement, you should notify us immediately with specific details by emailing us at email@example.com.
18.3 You agree to comply with all reasonable requests from us, the police, or any statutory or regulatory authorities in identifying any unauthorised users of the Website, the App and/or the Services.