Customer Terms of Service

1. Acceptance and parties

These Customer Terms of Service (together with any applicable Order Form, Data Processing Addendum, the Acceptable Use Policy, and any Service Level Agreement — collectively, the "Agreement") form a binding contract between:

• WW Travel Solutions, the operator of the TransMov platform ("TransMov," "we," "our," "us"); and
• The business entity that accepts these Terms by signing an Order Form, clicking "I accept," or using the Service ("Customer," "you," "your").

By accepting these Terms or using the Service, you represent and warrant that (a) you are a business, not an individual consumer; (b) you are at least 18 years old and authorized to bind the Customer entity; and (c) you will use the Service solely for business purposes.

These Terms apply to Customer Organizations. Providers that register to fulfill trips for Customers are not governed by these Terms — they accept a separate Provider Platform Agreement. TransMov is not a party to any agreement between a Customer and a Provider for transportation services.

2. Definitions

• Affiliate — an entity that directly or indirectly controls, is controlled by, or is under common control with a party (>50% voting or equivalent).
• AUP — the Acceptable Use Policy, incorporated by reference.
• Customer Data — all data, content, and materials Customer (or Users) submit to or generate through the Service, including End-Passenger Data.
• DPA — the Data Processing Addendum, incorporated by reference for Customers that require one.
• End-Passenger — an individual whose transportation Customer arranges through the Service.
• End-Passenger Data — personal data relating to End-Passengers.
• Order Form — a written or electronic order referencing these Terms, setting out tier, add-ons, quantities, fees, term, and commercial detail.
• Provider — a transportation company registered under the Provider Platform Agreement.
• Service — the TransMov SaaS platform, including the web application, APIs, embeddable forms, and related services.
• SLA — the Service Level Agreement, where applicable.
• Subscription Term — the period for which Customer has purchased access, per the Order Form.
• Taxes — all taxes, levies, duties, and assessments, excluding taxes on TransMov's net income.
• User — an individual Customer has authorized to access the Service.

3. The Service

3.1 What TransMov provides

TransMov is a B2B software platform that helps Customer coordinate ground transportation for Customer's clients and end-passengers — including creating and routing transportation requests, matching Providers, managing bookings, dispatching trips, live GPS tracking, completing trips, invoicing, and related reporting.

3.2 What TransMov is not

TransMov is a technology platform. TransMov is not:

• A transportation company — TransMov does not own, operate, lease, or control any vehicles; does not employ, manage, schedule, or supervise any drivers; and does not perform any transportation services
• A party to the transportation contract — the transportation service contract is between Customer and Provider. TransMov is not a party and has no direct obligations or liability under that contract
• A payment service — TransMov does not collect, hold, escrow, route, facilitate, or settle payments between Customer and Provider. Payment for transportation is between Customer and Provider, outside the Service. TransMov's only monetary flow with Customer is the SaaS subscription relationship in Section 5
• A money transmitter, e-money institution, payment institution, or online marketplace in the financial-services sense

3.3 Changes to the Service

TransMov continuously improves the Service and may add, modify, or remove features, provided that TransMov will not materially decrease the functionality of the Service during a paid Subscription Term in a way that deprives Customer of the core functionality Customer subscribed for. TransMov will give Customer reasonable prior notice of material changes.

3.4 TransMov as a US-based SaaS facilitator platform

TransMov is a US-based software-as-a-service company. The Service is provided from, and Customer Data is hosted in, the United States. The Service is a technology platform that facilitates coordination between Customer and Providers. By accepting these Terms, Customer acknowledges and represents that:

• (a) Authority to transfer personal data. Customer has the authority to provide personal data (including, where applicable, personal data relating to data subjects in the EEA, the United Kingdom, Switzerland, and other jurisdictions) to a US-based processor. Customer has conducted any international-transfer assessment required by applicable law and has a valid legal basis for the transfer.
• (b) Customer is the controller for its own data. Customer is solely responsible for its own compliance with applicable data-protection law in respect of personal data Customer submits to the Service, including any obligation to appoint an EEA, UK, or other jurisdictional representative that attaches to Customer in its capacity as a controller. TransMov's acceptance of personal data from Customer does not relieve Customer of that obligation.
• (c) TransMov acts primarily as a processor. TransMov processes personal data on Customer's documented instructions (see Section 6). Where TransMov's own processing of personal data from the EEA or UK reaches a scale that triggers a requirement for TransMov to appoint a representative under GDPR Article 27 or UK GDPR Article 27, TransMov will appoint such a representative and disclose the representative's details in its Privacy Policy; until then, EEA and UK data subjects may contact TransMov directly at privacy@transmov.com.
• (d) Facilitator posture. TransMov is not a transportation operator, a payment service, or a party to the transportation service contract between Customer and any Provider. The Service is a coordination and communication tool. Transportation liability, payment liability, and related risk remain between Customer and Provider, as further detailed in Sections 3.1, 3.2, and 8.

4. Accounts and Users

• Account creation. Customer creates an account with accurate company information and designates at least one administrator User.
• User access. Customer is responsible for authorizing each User; maintaining the confidentiality of User credentials; all acts and omissions of Users as if its own; and promptly disabling any User who no longer requires access. Customer will not allow Users to share credentials.
• User limits. The number of Users included is set out in the Order Form. Additional Users can be added via the Extra User Seat add-on.
• Roles and permissions. The Service provides role-based access controls. Customer is responsible for assigning appropriate roles and reviewing them periodically. TransMov is not liable for consequences of Customer's role configuration.

5. Subscription, fees, invoicing, and taxes

5.1 Subscription

Customer subscribes to a tier of the Service (Core, Multi-Entity, or Enterprise) on a monthly or annual basis, as specified in the Order Form. The tier determines feature access, included capacity (including the number of trips included per month), and pricing. The current list of tier entitlements is published at transmov.com/pricing and may be further specified in the Order Form. TransMov does not offer a free trial or a free tier. Access to the Service begins on the effective date of the Order Form and requires payment of the applicable fees.

5.2 Fees and pricing

Fees for the subscription tier, add-ons, and implementation are set out in the Order Form. Current list pricing is at transmov.com/pricing.

• Pricing is quoted in US dollars unless otherwise stated
• Annual-billing discounts are calculated over a twelve-month commitment
• Overage: if Customer exceeds included trips in a billing period, the excess is billed at the overage rate specified in the Order Form, or, if not specified, at TransMov's then-current published overage rate at transmov.com/pricing
• Add-ons (Extra Seats, SSO/SAML, White-Label Branding, Custom Domain, Vetted Supplier Network) are priced and billed monthly as listed

5.3 Implementation fees

Implementation fees are one-time charges for setup, data migration, training, and go-live assistance. They are invoiced on Order Form signature and are non-refundable once implementation work has commenced. Implementation work is considered to have commenced on the earliest of: (a) the implementation team scheduling a kickoff call with Customer; (b) Customer submitting data, configuration, or branding assets to be migrated or set up; (c) TransMov beginning migration, configuration, or custom-integration work; or (d) Customer beginning user training provided by TransMov. If Customer terminates the Agreement before implementation has commenced under the preceding sentence, TransMov will refund the implementation fee less any costs reasonably incurred.

5.4 Invoicing and payment

• TransMov invoices Customer in advance for each billing period, on Net 30 terms from the invoice date, unless the Order Form specifies otherwise
• Customer pays by bank transfer (ACH in the US, SEPA in the EEA, wire elsewhere). TransMov uses a third-party invoicing and collection platform to issue invoices and receive bank-transfer payments. TransMov does not accept card payments for subscriptions in the current phase
• Overage charges, if any, are billed in arrears on the following invoice
• Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, from the due date until paid. TransMov may suspend the Service for accounts more than 30 days past due, following the standard overdue-notice cadence (a first reminder at the due date, a second notice at 14 days past due, and a final notice at 21 days past due) and a reasonable opportunity to cure

5.5 Taxes

Fees are exclusive of Taxes. Customer is responsible for all applicable Taxes — including sales tax, VAT, GST, and equivalents — except taxes on TransMov's net income. Where TransMov is required to collect Taxes, they will be added to the invoice. For B2B customers in the EU where the reverse-charge mechanism applies, Customer will self-account for VAT and provide its VAT registration number.

5.6 Price changes

TransMov may change its prices on at least 60 days' prior written notice. Any change takes effect on Customer's next Subscription Term renewal. If Customer does not wish to accept, Customer may terminate at the end of its then-current Subscription Term without penalty.

5.7 Currency

Fees are invoiced in US dollars. Multi-currency invoicing is not available in the current phase. If Customer requires invoicing in a different currency for accounting purposes, the parties may agree in writing to a future-phase amendment once TransMov adds multi-currency support.

6. Customer Data and End-Passenger Data

6.1 Ownership

Customer retains all right, title, and interest in Customer Data. TransMov claims no ownership of Customer Data.

6.2 License to TransMov

Customer grants TransMov a limited, worldwide, non-exclusive, royalty-free license to use, host, store, process, transmit, display, and back up Customer Data solely to (a) provide and improve the Service for Customer, (b) prevent or address technical or security issues, (c) enforce the Agreement, and (d) comply with legal obligations. TransMov will not use Customer Data to target advertising and will not sell or share Customer Data with third parties except as permitted under this Agreement, the DPA, or applicable law.

6.3 Aggregated data

TransMov may create aggregated, de-identified data from use of the Service and use it to operate, improve, and benchmark the Service. Aggregated data will not identify Customer, a User, or any End-Passenger.

6.4 Controller and processor

TransMov acts as a processor of End-Passenger Data on Customer's behalf. Customer is the controller. Terms governing TransMov's processing — confidentiality, security, sub-processing, international transfers, breach notification — are set out in the DPA, which is incorporated by reference and takes precedence over conflicting provisions of this Agreement with respect to personal data. The DPA addresses, as applicable to the parties, the requirements of the EU General Data Protection Regulation (Regulation (EU) 2016/679) ("GDPR"), the UK General Data Protection Regulation ("UK GDPR"), the California Consumer Privacy Act as amended by the California Privacy Rights Act ("CCPA/CPRA"), and other applicable data-protection laws.

6.5 Customer responsibilities regarding personal data

Customer represents and warrants that:

• Customer has all necessary rights, consents, and legal bases to provide End-Passenger Data and other personal data to TransMov
• Customer's processing instructions to TransMov comply with applicable data-protection law (including, where applicable, GDPR, UK GDPR, CCPA/CPRA, and any other relevant data-protection regime)
• Customer has conducted any required international-transfer assessment (including, for EEA, UK, and Swiss personal data, a transfer impact assessment consistent with Schrems II) and has a valid transfer mechanism in place for the transfer of personal data to TransMov in the United States
• Customer is solely responsible for any obligation to appoint a representative under GDPR Article 27, UK GDPR Article 27, or equivalent requirements in respect of Customer's own controller processing; Customer acknowledges that TransMov's acceptance of personal data from Customer does not relieve Customer of that obligation
• Customer will respond to End-Passenger rights requests, involving TransMov only to the extent contemplated by the DPA

6.6 Sharing with Providers

TransMov may share trip details between Customer and Provider in the ordinary operation of the Service — pickup and dropoff locations, times, vehicle-type requirements, passenger counts, and, where required by the workflow, passenger names and contact details. Customer is responsible for the legal basis for sharing any End-Passenger Data with a Provider.

6.7 Non-disintermediation — Customer data protection

TransMov commits to, and maintains architectural controls to support:

• TransMov will not use its position as platform operator to solicit Customer's End-Passengers or clients directly, to convert them into TransMov-direct customers, or to route them to a competing Customer
• End-Passenger data onboarded through Customer's embedded forms, workflows, or user invitations remains scoped to Customer's organization and is not disclosed, re-used, or marketed to any other Customer
• If the same email address is associated with multiple Customers' networks, those records are treated as entirely separate and are not correlated across Customers
• Database-layer isolation (row-level security policies across all tenant-scoped tables) enforces these commitments technically, not just contractually

7. Acceptable use

Customer agrees to comply with the Acceptable Use Policy. Customer is responsible for the compliance of each User and of each End-Passenger whose data Customer enters into the Service. Breach of the AUP is a material breach of the Agreement.

8. Provider relationships and TransMov's role

8.1 Independent contractors

Providers are independent businesses. TransMov is not Provider's employer, agent, partner, or joint venturer. TransMov and Customer each enter into separate contracts with Provider as applicable and are each responsible only for their respective relationships.

8.2 No service warranty for Providers

While TransMov operates the platform and may classify Providers into performance tiers using platform-observed data, TransMov does not warrant any Provider's performance on any specific trip. Customer selects Providers at Customer's discretion. Any loss, damage, delay, injury, or dispute arising from a transportation service is between Customer and Provider and is outside the scope of TransMov's responsibility.

8.3 Vetted Supplier Network (where subscribed)

If Customer subscribes to the Vetted Supplier Network add-on, Customer is granted access to a curated pool of Providers onboarded directly by TransMov. TransMov's vetting is limited to: collection and storage of reps and documents regarding licensing, insurance, operating authority, and beneficial ownership; periodic review of expiration dates; and performance-tier classification derived from platform-observed ratings and trip volumes. TransMov does not independently verify the authenticity of any license, insurance certificate, or permit; does not run background checks on drivers or inspect vehicles; and does not continuously re-verify documents between expiration dates. Customer's use of a vetted Provider is at Customer's discretion and risk.

8.4 No payment processing

TransMov does not process, hold, escrow, or facilitate payments between Customer and Provider. Customer is responsible for paying Provider under the separate agreement between them. TransMov is not liable for any dispute relating to transportation payments between Customer and Provider.

9. Sub-processors and third-party services

TransMov uses a set of third-party sub-processors to operate the Service. The current list is published in the DPA and in the Privacy Policy §7.1. TransMov will give Customer at least 30 days' prior written notice of any material change to the sub-processor list that affects Customer's data, and Customer may object on the grounds set out in the DPA.

10. Service Levels and support

If the Order Form references a Service Level Agreement, TransMov provides the Service according to that SLA, which specifies uptime targets, measurement methodology, incident-response commitments, service-credit remedies, and exclusions. Service credits are Customer's exclusive remedy for any failure by TransMov to meet the Service Levels. No standalone SLA applies during the initial launch phase in the absence of an Order Form reference; TransMov continues to use commercially reasonable efforts to maintain Service availability.

TransMov provides support at the level corresponding to Customer's subscription tier. Email support is available to all paid tiers; priority support is available at Multi-Entity and above; a named customer-success contact is available at Enterprise.

11. Confidentiality

"Confidential Information" means any non-public information a party ("discloser") provides to the other ("recipient") that is marked or reasonably understood to be confidential, including business plans, pricing, product plans, customer lists, source code, security information, and personal data. Customer Data is Customer's Confidential Information. The terms and pricing of the Agreement are both parties' Confidential Information.

Recipient will (a) use Confidential Information only to perform its obligations under the Agreement, (b) protect it with at least reasonable care, and (c) disclose it only to employees, contractors, and advisers who need to know and are bound by at-least-equivalent confidentiality obligations.

These obligations do not apply to information that (a) is or becomes public without recipient's breach, (b) is rightfully known without obligation of confidentiality, (c) is independently developed without reference to Confidential Information, or (d) is required to be disclosed by law, provided prior notice is given to discloser where legally permissible.

12. Intellectual property

12.1 TransMov IP

The Service, including all software, documentation, user interfaces, design, logos, and trade names, is the exclusive property of TransMov and its licensors. The Agreement grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term solely for Customer's business purposes. All other rights are reserved.

12.2 Feedback

If Customer provides suggestions or feedback about the Service ("Feedback"), Customer grants TransMov a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate the Feedback into the Service or TransMov's business, without obligation or attribution.

12.3 Customer branding

If Customer uses the Service's branding features, Customer grants TransMov a limited license to display Customer's logo, trade names, and branding assets within the Service as Customer directs, and will stop on Customer's instruction.

12.4 Trademarks and publicity

Neither party will use the other's trade names, trademarks, or logos without prior written consent. TransMov may, on Customer's written consent, list Customer as a customer on its website and in marketing materials. Consent can be withdrawn on reasonable notice for prospective use.

13. Warranties and disclaimers

13.1 Mutual warranties

Each party warrants that it has authority to enter into the Agreement; will comply with laws applicable to its use or provision of the Service; and that its performance will not conflict with any other agreement.

13.2 TransMov service warranty

TransMov warrants that, during the Subscription Term, it will provide the Service with reasonable skill and care and materially in accordance with its documentation. As Customer's exclusive remedy for breach, TransMov will use reasonable efforts to correct the non-conformity; if TransMov is unable within a reasonable time, Customer may terminate the affected portion and receive a pro-rata refund of prepaid, unused fees.

13.3 Disclaimers

Except as expressly set out in this Section 13, TransMov makes no warranties of any kind, whether express, implied, statutory, or otherwise. TransMov specifically disclaims any implied warranty of merchantability, fitness for a particular purpose, non-infringement, and any warranty arising out of course of dealing or trade usage. TransMov does not warrant that the Service will be uninterrupted, error-free, or secure beyond the SLA commitments. TransMov makes no representation or warranty regarding any Provider, any transportation service, or any trip.

14. Indemnification

14.1 TransMov's indemnification (IP)

TransMov will defend Customer against any third-party claim alleging that the Service, as provided by TransMov and used in accordance with the Agreement, infringes a valid patent, copyright, trademark, or trade secret, and will indemnify Customer for damages finally awarded (or settlements TransMov approves). If the Service is enjoined, TransMov may (a) obtain a license, (b) modify the Service to avoid infringement with materially equivalent functionality, or (c) terminate the Agreement and refund prepaid, unused fees. This is TransMov's sole liability and Customer's exclusive remedy for IP infringement.

Exclusions. TransMov's indemnity does not cover claims arising from (i) Customer's combination of the Service with any product or service not provided by TransMov; (ii) Customer Data; (iii) modifications not made by TransMov; or (iv) use in violation of the Agreement.

14.2 Customer's indemnification

Customer will defend TransMov against any third-party claim arising from (a) Customer Data, including claims that Customer's processing infringes privacy or other legal rights; (b) Customer's use of the Service in violation of the Agreement, the AUP, or applicable law; (c) any transportation service arranged through the Service, including claims by an End-Passenger, a Provider, a driver, or a third party; (d) Customer's dispute with any Provider or End-Passenger; and (e) any claim or regulatory enforcement action alleging that Customer's provision of personal data to TransMov, Customer's processing instructions, or Customer's own compliance posture violated GDPR, UK GDPR, CCPA/CPRA, or any other applicable data-protection law — including (without limitation) any claim that Customer transferred EEA, UK, or Swiss personal data to TransMov without a valid legal basis or transfer mechanism, or that Customer failed to appoint a required representative under GDPR Article 27 or UK GDPR Article 27. Customer will indemnify TransMov for damages finally awarded (or settlements Customer approves).

14.3 Procedure

The indemnified party will (a) promptly notify the indemnifying party; (b) give the indemnifying party sole control of the defense and settlement (no settlement may admit liability or impose obligations on the indemnified party without its consent, not to be unreasonably withheld); and (c) cooperate with reasonable assistance at the indemnifying party's expense.

15. Limitation of liability

Except for each party's obligations under Section 14 (Indemnification), each party's breach of Section 11 (Confidentiality), and Customer's obligation to pay fees: neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any lost profits, lost revenues, lost business opportunities, loss of goodwill, or loss or corruption of data, even if the party has been advised of the possibility of such damages.

Except for each party's obligations under Section 14, each party's breach of Section 11, Customer's obligation to pay fees, and liabilities that cannot be limited by law: each party's total aggregate liability under the Agreement will not exceed the greater of (a) the fees Customer paid or owed to TransMov in the twelve months preceding the event giving rise to the liability, or (b) US$25,000.

The Order Form may modify this cap for specific Customer relationships, subject to mutual agreement (for example, Enterprise-tier Customers may negotiate a cap of up to two (2) or three (3) times annual fees, or a separate super-cap for data-breach liability).

Any loss, damage, delay, injury, or claim arising from a transportation service provided by a Provider — including accidents, property damage, personal injury, and cancellations — is outside the scope of the Agreement and not attributable to TransMov. TransMov's platform coordinates the booking; it does not supply the transportation. This does not limit any claim Customer has directly against a Provider.

The limitations in this Section 15 apply even if a remedy fails of its essential purpose. The fees reflect the allocation of risk, and the limitations are an essential basis of the bargain.

16. Insurance

Each party will maintain, at its own expense, insurance appropriate to the size and nature of its business. TransMov will provide certificates of insurance on reasonable request.

17. Term and termination

17.1 Term

The Agreement begins on the Order Form's effective date and continues for the Subscription Term. At the end of each Term, the Agreement automatically renews for successive terms of the same length at the then-current list rate, unless either party gives written notice of non-renewal at least 30 days before the current term ends.

17.2 Termination for cause

Either party may terminate on 30 days' written notice if the other materially breaches and fails to cure within the 30-day period, or immediately if the breach is not curable. Material breach includes non-payment of undisputed fees, breach of Section 11, breach of the AUP, and insolvency or bankruptcy.

17.3 Termination for convenience

Neither party may terminate for convenience during a paid Subscription Term, except as expressly permitted elsewhere in the Agreement.

17.4 Effect of termination

On termination or expiration:

• Customer's access to the Service ends
• Customer pays any unpaid undisputed fees accrued through the termination date
• For a period of 30 days after termination (the transition window), Customer may request a copy of Customer Data by written request to TransMov at legal@transmov.com, and TransMov will provide the data in a commercially reasonable, documented format within 30 days of receiving the request. TransMov will delete or anonymize Customer Data within 90 days after the end of the transition window, except as required to be retained for legal, accounting, or tax compliance (typically up to seven (7) years for financial records), or as reasonably required for defense of claims
• Provisions that by their nature should survive will survive (Sections 2, 5.5 as to amounts accrued, 6.1, 11, 12, 14, 15, 18, and 21)

17.5 Suspension

TransMov may suspend all or part of the Service on reasonable notice if (a) Customer is more than 15 days past due on undisputed fees; (b) Customer's use threatens the security, integrity, or availability of the Service or a third party (notice may be contemporaneous); (c) Customer is in material breach of the AUP; or (d) TransMov is required to suspend by law. TransMov will restore the Service promptly once the cause is resolved.

18. Governing law, dispute resolution, and jurisdiction

18.1 Governing law

The Agreement is governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply. Order Forms may specify a different governing law for specific Customer relationships.

18.2 Negotiate first

The parties will first attempt in good faith to resolve any dispute through executive-level negotiation within 30 days of written notice of the dispute.

18.3 Arbitration

If the parties cannot resolve a dispute through negotiation, the dispute will be finally resolved by binding arbitration under JAMS Comprehensive Arbitration Rules, by a single arbitrator, in Wilmington, Delaware, United States, in English. Either party may seek interim relief from a court of competent jurisdiction where necessary to preserve rights pending arbitration, without waiving the agreement to arbitrate. Order Forms may specify a different arbitration forum or seat for specific Customer relationships.

Notwithstanding the foregoing, either party may bring a claim in small-claims court (or an equivalent tribunal of limited jurisdiction in the applicable jurisdiction) if the amount in controversy is within that court's jurisdictional limit.

18.4 No class actions

To the extent permitted by law, the parties waive any right to pursue disputes on a class or collective basis; disputes are resolved only on an individual basis.

18.5 Equitable relief

Either party may seek injunctive or equitable relief in a court of competent jurisdiction for actual or threatened breach of Section 11 (Confidentiality) or Section 12 (IP).

19. Force majeure

Neither party is liable for any failure or delay in performance (other than payment obligations) caused by an event beyond its reasonable control, including natural disasters, war, terrorism, riot, civil unrest, government action, pandemic, supply-chain disruption, power failure, internet or third-party infrastructure failure, or denial-of-service attack. The affected party will promptly notify the other and use commercially reasonable efforts to mitigate. If the event continues for more than 30 days, either party may terminate on written notice, with a pro-rata refund of prepaid, unused fees.

20. Compliance with laws, sanctions, and anti-corruption

Each party will comply with all applicable laws, including data-protection law, export-control law (US EAR and ITAR, EU and UK export regulations), sanctions (US OFAC, EU, UK, UN), and anti-corruption laws (US FCPA, UK Bribery Act, equivalents). Customer will not use the Service to transport, coordinate transportation for, or otherwise support any party on a sanctions list or in a comprehensively sanctioned region.

21. General

21.1 Notices

Notices must be in writing and given by email to the address each party designates in the Order Form, or to legal@transmov.com for TransMov. Notices are deemed received the business day after they are sent, if sent before 5:00 pm recipient time on a business day.

21.2 Assignment and change of control

Neither party may assign the Agreement without the other's prior written consent, except that either party may assign to an Affiliate or to a successor by merger, acquisition, or sale of all or substantially all assets, on written notice. Any purported assignment in breach is void. TransMov will notify Customer of a change of control of TransMov. If the change of control is to a direct competitor of Customer, Customer may terminate on 30 days' written notice with a pro-rata refund of prepaid, unused fees.

21.3 Independent contractors

The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, or employment relationship.

21.4 Third-party beneficiaries

The Agreement is for the benefit of the parties only, and no other person or entity is a third-party beneficiary.

21.5 Severability and waiver

If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the rest of the Agreement remains in effect. A party's waiver of a right is effective only if in writing and does not waive subsequent rights.

21.6 Entire agreement and order of precedence

The Agreement (including the Order Form, DPA, AUP, SLA, Cookie Policy, and Privacy Policy as referenced) is the entire agreement between the parties on its subject matter and supersedes all prior or contemporaneous agreements. If there is a conflict, the order of precedence is: (1) the Order Form, (2) the DPA, (3) these Terms, (4) the AUP and SLA, (5) the Privacy Policy and Cookie Policy.

21.7 Electronic execution

The parties consent to electronic execution. Electronic signatures have the same legal effect as handwritten signatures.

21.8 Amendment

TransMov may modify these Terms from time to time. For material changes, TransMov will provide at least 30 days' prior notice by email to Customer's designated administrator or through the Service. If Customer does not accept a material change, Customer may terminate at the end of its then-current Subscription Term without penalty. Continued use after a change takes effect constitutes acceptance.

21.9 Language

The Agreement is executed in English. Any translation is for convenience only and the English version controls.

22. Contact

For questions about these Terms: legal@transmov.com.