Business General Terms

WHO YOU ARE CONTRACTING WITH

OnFire is operated by two companies. Which one the Customer contracts with depends on where the Customer is established.

These General Terms, Schedule A (Subscription Services Terms) and the Data Processing Agreement apply in the same form to both companies. References to "OnFire" mean whichever of them is the Customer's counterparty.

Data protection. For personal data that OnFire processes for its own purposes, such as account and billing data, the Customer's counterparty is the controller, as described in the OnFire Privacy Policy. For personal data that OnFire processes on the Customer's behalf, OnFire is the processor under the Data Processing Agreement. For Customers established in the European Union or the European Economic Area, the lead supervisory authority is the Irish Data Protection Commission.

If the Customer relocates. The counterparty is determined by where the Customer is established. If the Customer moves its establishment to the other region, the other company becomes its counterparty from the start of the next billing period.

PARTIES

These General Terms and Conditions ("Agreement") are entered into between:

OnFire Messenger Ltd., a company registered in Ireland with company number 796932, with its registered office at 77 Camden Street Lower, Dublin, D02 XE80, Ireland, where the Customer is established in the European Union, the European Economic Area or the United Kingdom; or OnFire Messenger Inc., a Delaware corporation, of 254 Chapman Rd, Ste 209, Newark, DE 19702, United States, where the Customer is established anywhere else (in either case "OnFire", "we", "us", or "our"); and

The Business Customer ("Customer", "you", or "your"), being the legal entity that registers for and uses the OnFire for Business platform.

Website: https://onfire.so

Support: [email protected]

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement, the following terms shall have the meanings set out below:

"Administrator" means the individual(s) designated by the Customer to manage the Business Account, including but not limited to adding or removing Authorised Users, setting Ride Policies, and managing the Business Payment Method.

"Agreement" means these General Terms and Conditions, together with Schedule A (Subscription Services Terms), the DPA, any Order Form, and any other schedules, annexes, and policies referenced herein.

"Authorised User" means any employee, contractor, or agent of the Customer who has been added to the Business Account by an Administrator and is permitted to use the Services.

"Business Account" means the corporate account established by the Customer on the OnFire platform for the purpose of accessing the Services.

"Business Payment Method" means the payment method registered by the Customer for the settlement of Charges, including corporate credit or debit cards, direct debit mandates, or bank transfer arrangements.

"Charges" means all fees, costs, and expenses payable by the Customer for the use of the Services, as set out in the applicable Fee Schedule or Order Form.

"Confidential Information" means any information disclosed by one party to the other, whether orally, in writing, or by any other means, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

"Customer Data" has the meaning given in Schedule A, and also includes trip data and Reporting relating to the Customer's Authorised Users.

"Data Protection Cap" has the meaning given in Clause 9.2.3.

"DPA" means the OnFire for Business Data Processing Agreement published at https://onfire.so/legal, as updated in accordance with its terms.

"Data Protection Legislation" means the General Data Protection Regulation (EU) 2016/679 ("GDPR"), the Data Protection Acts 1988 to 2018 (as amended), the ePrivacy Directive 2002/58/EC, and any other applicable data protection and privacy legislation in Ireland and the European Union.

"Fee Schedule" means the schedule of fees applicable to the Services, as published on the OnFire website or as separately agreed in an Order Form.

"Intellectual Property Rights" means all patents, copyrights, design rights, trade marks, service marks, trade secrets, know-how, database rights, and any other intellectual property rights, in each case whether registered or unregistered.

"Mobility Services" means the ride-hailing, delivery, scheduled ride, e-vehicle rental and related transportation services described in Clause 3.

"OnFire App" means the mobile application and/or web platform operated by OnFire through which the Services are accessed.

"Order Form" means any written agreement, purchase order, or online registration that references this Agreement and specifies the Services, term, pricing, and other commercial details.

"Platform" means the OnFire technology platform, including the OnFire App, web dashboard, APIs, and all associated systems.

"Reporting" means the data analytics, trip reports, spending summaries, and other reporting features available through the Business Account dashboard.

"Ride Policy" means the rules and restrictions set by the Administrator governing the use of the Services by Authorised Users, including but not limited to time restrictions, geographic boundaries, spending caps, and vehicle type restrictions.

"Services" means the Mobility Services and the Subscription Services, in each case to the extent that the Customer uses them, made available by OnFire to the Customer and its Authorised Users through the Platform.

"Spending Limit" means the maximum expenditure threshold set by the Administrator for individual Authorised Users or the Business Account as a whole.

"Subscription Services" has the meaning given in Schedule A.

"VAT" means Value Added Tax as imposed under Irish and EU law, or any equivalent tax.

1.2 Interpretation

(a) References to clauses and schedules are to clauses and schedules of this Agreement.

(b) Words in the singular include the plural and vice versa.

(c) A reference to a statute or statutory provision includes any subordinate legislation made under it and any modification or replacement of it.

(d) Headings are for convenience only and shall not affect interpretation.

1.3 Structure and Order of Precedence

1.3.1 These General Terms apply to every Service. Clauses 2.5, 3, 4.1 to 4.3, 7.1, 7.2 and 7.4 apply to the Mobility Services only. Schedule A applies to the Subscription Services only. The DPA applies whenever OnFire processes personal data on the Customer's behalf.

1.3.2 If there is a conflict between documents forming part of this Agreement, they take precedence in the following order: (a) the DPA, in relation to the processing of personal data; (b) an Order Form, but only where it expressly states which clause it overrides; (c) Schedule A, in relation to the Subscription Services; (d) these General Terms; and (e) any policy referenced in this Agreement.

2. ACCOUNT SETUP AND REGISTRATION

2.1 Business Registration

2.1.1 To access the Services, the Customer must register for a Business Account through the Platform or by completing an Order Form.

2.1.2 The Customer warrants that all information provided during registration is accurate, complete, and up to date. The Customer shall promptly notify OnFire of any changes to its registration information.

2.1.3 OnFire reserves the right to verify the Customer's identity, legal status, and creditworthiness before or after activation of the Business Account.

2.2 Administrator Designation

2.2.1 The Customer shall designate at least one (1) Administrator upon registration of the Business Account.

2.2.2 The Administrator shall have full authority to act on behalf of the Customer in relation to the Business Account, including but not limited to:

(a) adding, removing, and managing Authorised Users;

(b) setting and modifying Ride Policies and Spending Limits;

(c) registering and updating the Business Payment Method;

(d) accessing Reporting and analytics;

(e) approving or declining ride requests (where applicable).

2.2.3 The Customer is responsible for all actions taken by its Administrators. OnFire is entitled to rely on any instruction given by an Administrator as being duly authorised by the Customer.

2.3 Authorised Users

2.3.1 The Administrator may add Authorised Users to the Business Account by providing the user's name and email address (or other required details) through the Platform.

2.3.2 Each Authorised User must have their own individual OnFire account. The Customer shall ensure that Authorised Users do not share accounts or credentials.

2.3.3 The Administrator may remove an Authorised User from the Business Account at any time. Removal takes effect immediately, and any in-progress rides at the time of removal shall be charged to the Business Account.

2.3.4 The Customer is responsible for ensuring that all Authorised Users are aware of and comply with this Agreement, the Ride Policies, and any applicable OnFire user terms.

2.4 Payment Method Setup

2.4.1 The Customer shall register a valid Business Payment Method upon account setup and shall maintain at least one valid payment method at all times during the Term.

2.4.2 Accepted payment methods include corporate credit cards, corporate debit cards, and bank transfer (subject to credit approval by OnFire).

2.4.3 The Customer authorises OnFire to charge the Business Payment Method for all Charges incurred under this Agreement.

2.5 Ride Policies

2.5.1 The Administrator may establish Ride Policies governing the use of the Services by Authorised Users, including but not limited to:

(a) permitted hours of use (e.g., business hours only);

(b) geographic restrictions (e.g., specific cities, zones, or radii from office locations);

(c) Spending Limits per ride, per day, per week, or per month;

(d) permitted vehicle types or service tiers;

(e) purpose restrictions (e.g., business travel only).

2.5.2 OnFire shall use commercially reasonable efforts to enforce Ride Policies within the Platform. However, OnFire does not guarantee that all policy violations will be prevented in real time.

2.5.3 Rides that violate the Ride Policy may, at the Customer's election, be charged to the Authorised User's personal payment method instead of the Business Payment Method. The Customer shall configure this preference within the Platform.

3. MOBILITY SERVICES

In this Clause 3, references to the "Services" are to the Mobility Services. The Subscription Services are described in Schedule A.

3.1 Description of Services

3.1.1 OnFire provides the following Mobility Services to Business Account holders:

(a) Rides for Employees: On-demand ride-hailing services for Authorised Users, including standard, premium, and shared ride options (subject to availability in the relevant market).

(b) Delivery Services: On-demand delivery services for business purposes, including courier delivery for documents, packages, catering, and supplies for meetings, events, and office operations.

(c) Scheduled Rides: Pre-booked rides for Authorised Users, including airport transfers, client pickups, and recurring commute arrangements.

(d) E-Vehicle Rentals: Where available, short-term rental of e-scooters and e-bikes for Authorised Users (subject to the separate E-Vehicle Terms of Service).

3.2 Service Availability

3.2.1 The availability of the Services depends on the geographic market, time of day, driver/rider availability, weather conditions, and other factors outside OnFire's control.

3.2.2 OnFire does not guarantee that the Services will be available at all times or in all locations.

3.2.3 OnFire may introduce, modify, or discontinue specific service types at any time upon reasonable notice to the Customer.

3.3 Third-Party Providers

3.3.1 Rides and deliveries are provided by independent third-party drivers and couriers ("Providers") who are not employees, agents, or representatives of OnFire.

3.3.2 OnFire acts as a technology platform connecting the Customer's Authorised Users with Providers. OnFire is not a transportation carrier, taxi service, or delivery company.

3.3.3 The contractual relationship for the transportation service is between the Authorised User and the Provider. OnFire facilitates this relationship through the Platform.

3.4 Monthly Billing

3.4.1 Business Account usage shall be consolidated and invoiced on a monthly basis, as further described in Clause 4.

4. BILLING AND PAYMENT

Clauses 4.1 to 4.3 apply to the Mobility Services. The Subscription Services are paid in advance as set out in Schedule A. Clauses 4.4 to 4.6 apply to all Services.

4.1 Invoicing

4.1.1 OnFire shall issue a consolidated invoice to the Customer on a monthly basis, covering all Charges incurred by Authorised Users during the preceding calendar month.

4.1.2 Invoices shall be delivered electronically to the email address designated by the Administrator or made available through the Platform dashboard.

4.1.3 Each invoice shall include a detailed breakdown of rides and services by Authorised User, date, origin, destination, and amount.

4.2 Payment Terms

4.2.1 Unless otherwise agreed in an Order Form, all invoices are due and payable within thirty (30) days of the invoice date ("Net 30").

4.2.2 Payment shall be made in Euro (EUR) unless otherwise agreed in writing.

4.2.3 All Charges are exclusive of VAT, which shall be added at the applicable rate.

4.3 Payment Methods

4.3.1 The Customer may settle invoices by:

(a) automatic charge to the registered Business Payment Method (corporate card);

(b) bank transfer to the account specified on the invoice;

(c) direct debit (subject to a valid direct debit mandate).

4.3.2 The Customer shall bear all bank charges, transfer fees, and currency conversion costs associated with payment.

4.4 Late Payment

4.4.1 If the Customer fails to make any payment by the due date, OnFire reserves the right to:

(a) charge interest on the overdue amount at the rate of eight per cent (8%) per annum above the European Central Bank main refinancing rate, or the rate prescribed by the European Communities (Late Payment in Commercial Transactions) Regulations 2012 (S.I. No. 580 of 2012), whichever is greater, calculated on a daily basis from the due date until the date of actual payment;

(b) charge a fixed recovery cost of EUR 40 per overdue invoice, in accordance with the Late Payment Regulations;

(c) suspend or restrict the Customer's access to the Services, in whole or in part, upon seven (7) days' written notice;

(d) set off any amounts owed by the Customer against any amounts owed by OnFire to the Customer.

4.4.2 The Customer shall reimburse OnFire for all reasonable costs and expenses (including legal fees) incurred in recovering overdue amounts.

4.5 Disputes

4.5.1 If the Customer disputes any amount on an invoice, it shall notify OnFire in writing within fourteen (14) days of receipt of the invoice, providing reasonable detail of the disputed amount and the grounds for dispute.

4.5.2 The undisputed portion of the invoice remains due and payable in accordance with the payment terms.

4.5.3 The parties shall use reasonable efforts to resolve any billing dispute within thirty (30) days of notification.

4.6 VAT

4.6.1 OnFire is registered for VAT in Ireland. Our VAT registration number is shown on invoices issued to you.

4.6.2 All invoices shall comply with Irish VAT requirements and include the VAT registration numbers of both parties (where applicable).

4.6.3 Where the Customer is established in another EU Member State and provides a valid VAT registration number, the reverse charge mechanism shall apply in accordance with applicable EU VAT rules.

5. BUSINESS ADMINISTRATOR CONTROLS

5.1 Dashboard Access

5.1.1 OnFire provides the Administrator with access to a web-based dashboard (the "Business Dashboard") for managing the Business Account.

5.1.2 The Business Dashboard includes the following features:

(a) Employee Management: Add, remove, and manage Authorised Users; assign users to departments or cost centres; bulk import/export user lists.

(b) Spending Controls: Set Spending Limits per user, per department, per ride, or per billing period; configure approval workflows for rides exceeding specified thresholds.

(c) Ride Policy Management: Create and manage Ride Policies, including time, geography, vehicle type, and purpose restrictions.

(d) Reporting and Analytics: Access real-time and historical reports on ride activity, spending, and usage patterns; export data in CSV or PDF format.

(e) Expense Management Integration: Where available, integrate with third-party expense management systems (e.g., SAP Concur, Expensify) for automated expense categorisation and reconciliation.

(f) Notifications: Configure alerts for policy violations, spending threshold breaches, and account activity.

5.2 Multiple Administrators

5.2.1 The Customer may designate multiple Administrators with varying levels of access, including view-only, department-level, and full administrative access.

5.2.2 The Customer is responsible for managing Administrator access and promptly revoking access for individuals who are no longer authorised.

5.3 Data Export

5.3.1 The Administrator may export trip data, invoices, and reports from the Business Dashboard at any time during the Term.

5.3.2 Upon termination of this Agreement, the Customer shall have thirty (30) days to export its data from the Platform, after which OnFire may delete the data in accordance with its data retention policies.

6. USAGE POLICIES

6.1 Employee Conduct

6.1.1 The Customer shall ensure that all Authorised Users:

(a) comply with the OnFire App user terms of service and community guidelines;

(b) treat Providers with respect and courtesy;

(c) do not engage in any illegal, fraudulent, or abusive conduct while using the Services;

(d) do not damage or misuse any vehicle or equipment made available through the Services;

(e) comply with all applicable laws, including traffic and transportation regulations.

6.2 Misuse by Authorised Users

6.2.1 The Customer acknowledges that it is responsible for the conduct of its Authorised Users when using the Services under the Business Account.

6.2.2 If an Authorised User engages in conduct that violates this Agreement, OnFire's user terms, or applicable law, OnFire may:

(a) suspend or terminate the individual Authorised User's access to the Business Account;

(b) charge the Business Account for any costs, damages, or penalties arising from the Authorised User's conduct;

(c) in cases of serious or repeated misconduct, suspend or terminate the Business Account in accordance with Clause 10.

6.2.3 OnFire shall notify the Administrator of any Authorised User suspension or material conduct issue as soon as reasonably practicable.

6.3 Company Liability

6.3.1 The Customer shall be liable for all Charges incurred by its Authorised Users through the Business Account, regardless of whether the usage complied with the Customer's internal policies or Ride Policies.

6.3.2 Disputes between the Customer and its Authorised Users regarding personal versus business usage are the sole responsibility of the Customer. OnFire shall not be involved in resolving such disputes.

6.4 Right to Suspend

6.4.1 OnFire reserves the right to suspend any individual Authorised User's access to the Services immediately if:

(a) the Authorised User poses a safety risk to Providers or other users;

(b) the Authorised User engages in fraudulent activity;

(c) the Authorised User violates applicable laws.

6.4.2 OnFire reserves the right to suspend the entire Business Account if:

(a) the Customer fails to make payment in accordance with Clause 4;

(b) the Customer is in material breach of this Agreement;

(c) OnFire reasonably suspects fraudulent or illegal activity on the Business Account.

7. DATA AND REPORTING

7.1 Trip Reports

7.1.1 OnFire provides the Customer with access to trip-level data for all rides taken under the Business Account, including:

(a) Authorised User name and identifier;

(b) date and time of pickup and drop-off;

(c) pickup and drop-off locations;

(d) distance and duration;

(e) vehicle type and service tier;

(f) fare amount and any applicable surcharges;

(g) ride status (completed, cancelled, no-show).

7.2 Spending Reports

7.2.1 The Business Dashboard provides consolidated spending reports, including:

(a) total spend by period (daily, weekly, monthly, quarterly, annually);

(b) spend by department, cost centre, or individual Authorised User;

(c) spend by service type (rides, delivery, e-vehicles);

(d) comparison reports across periods;

(e) budget versus actual analysis.

7.3 Export Capabilities

7.3.1 All reports are available for export in CSV and PDF formats.

7.3.2 OnFire may provide API access for automated data retrieval, subject to separate technical documentation and rate limits.

7.4 Data Retention

7.4.1 OnFire shall retain trip data and reports for the duration of the Agreement and for a period of seven (7) years thereafter, or as required by applicable law, whichever is longer.

7.4.2 After the retention period, data shall be securely deleted or anonymised in accordance with OnFire's data retention policy.

7.4.3 Retention and deletion of Customer Data for the Subscription Services are governed by Schedule A and Clause 9 of the DPA.

7.5 GDPR Compliance

7.5.1 Each party shall comply with its obligations under the Data Protection Legislation.

7.5.2 To the extent that OnFire processes personal data on behalf of the Customer, OnFire acts as a data processor and the Customer acts as the data controller. The DPA is incorporated into this Agreement by reference and satisfies the requirements of Article 28 of the GDPR. No separate signature is required.

7.5.3 The Customer warrants that it has obtained all necessary consents, provided all required notices, and has a lawful basis for sharing with OnFire, for the purposes of this Agreement, the personal data of its Authorised Users and of any other individuals whose data it submits to the Services.

7.5.4 OnFire's Privacy Policy, available at https://onfire.so/privacy, describes the processing for which OnFire acts as an independent controller.

7.5.5 In the event of a personal data breach affecting Customer Data, OnFire shall notify the Customer in accordance with Clause 7 of the DPA.

8. CONFIDENTIALITY

8.1 Confidentiality Obligations

8.1.1 Each party (the "Receiving Party") shall keep confidential all Confidential Information received from the other party (the "Disclosing Party") and shall not disclose such information to any third party without the prior written consent of the Disclosing Party.

8.1.2 The Receiving Party shall use the Confidential Information solely for the purposes of exercising its rights and performing its obligations under this Agreement.

8.1.3 The Receiving Party shall protect the Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

8.2 Exceptions

8.2.1 The obligations in Clause 8.1 shall not apply to information that:

(a) is or becomes publicly available through no fault of the Receiving Party;

(b) was already known to the Receiving Party prior to disclosure, as evidenced by written records;

(c) is independently developed by the Receiving Party without reference to the Confidential Information;

(d) is received from a third party who is not under an obligation of confidentiality to the Disclosing Party;

(e) is required to be disclosed by law, regulation, or order of a court or governmental authority, provided that the Receiving Party gives the Disclosing Party prompt notice of such requirement (to the extent legally permitted) and cooperates in any effort to obtain protective treatment.

8.3 Data Security

8.3.1 OnFire shall implement and maintain appropriate technical and organisational measures to protect the Customer's data against unauthorised access, loss, destruction, or alteration, in accordance with industry standards and the Data Protection Legislation, including at least the measures in Annex II of the DPA.

8.4 Survival

8.4.1 The obligations under this Clause 8 shall survive the termination or expiry of this Agreement for a period of three (3) years.

9. LIABILITY

9.1 Service Provided "As Is"

9.1.1 Except as expressly set out in this Agreement (including Schedule A and the DPA), the Services are provided on an "as is" and "as available" basis. To the maximum extent permitted by applicable law, OnFire disclaims all warranties, whether express, implied, or statutory, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

9.1.2 OnFire does not warrant that the Services will be uninterrupted, error-free, or free from harmful components.

9.2 Limitation of Liability

9.2.1 Subject to Clauses 9.2.3 and 9.3, the aggregate liability of OnFire arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total Charges paid by the Customer to OnFire in the twelve (12) months immediately preceding the event giving rise to the claim. Where the Customer uses only the Free Plan, this amount is EUR 100.

9.2.2 Subject to Clause 9.3, neither party shall be liable to the other for any:

(a) loss of profits, revenue, or business;

(b) loss of anticipated savings;

(c) loss of data or corruption of data, except to the extent caused by OnFire's breach of Clause 8.3, the DPA, or Schedule A, in which case OnFire's liability is limited to the reasonable cost of restoring the data from the Customer's or OnFire's most recent backup and is subject to the Data Protection Cap;

(d) loss of goodwill or reputation;

(e) indirect, special, consequential, or punitive damages,

in each case whether or not such losses were foreseeable or the party had been advised of the possibility of such losses.

9.2.3 Data Protection Cap. OnFire's aggregate liability arising out of or in connection with any breach of Clause 8.3, Clause 7.5 or the DPA, or any Personal Data Breach (as defined in the DPA), shall not exceed three (3) times the total Charges paid by the Customer to OnFire in the twelve (12) months immediately preceding the event giving rise to the claim (the "Data Protection Cap"). The Data Protection Cap is separate from, and in addition to, the cap in Clause 9.2.1. Amounts paid under the Data Protection Cap do not reduce the cap in Clause 9.2.1, and vice versa. Where the Customer uses only the Free Plan, the Data Protection Cap is EUR 1,000.

9.2.4 The limits in this Clause 9.2 apply to the indemnities in Clause 9.4 and in Schedule A, except as stated in Clause 9.3.

9.3 Exclusions from Limitation

9.3.1 Nothing in this Agreement shall exclude or limit either party's liability for:

(a) death or personal injury caused by its negligence;

(b) fraud or fraudulent misrepresentation;

(c) any other liability that cannot be excluded or limited by applicable law;

(d) the Customer's obligation to pay the Charges in accordance with Clause 4 and Schedule A;

(e) OnFire's obligations under the intellectual property indemnity in Clause A9.3 of Schedule A; or

(f) the Customer's breach of Clause A2.4 of Schedule A (Restrictions) or of the Acceptable Use Policy.

9.4 Indemnities

9.4.1 By OnFire. OnFire shall defend and indemnify the Customer against third-party claims that the Subscription Services infringe that third party's Intellectual Property Rights, on the terms of Clause A9.3 of Schedule A.

9.4.2 By the Customer. The Customer shall defend and indemnify OnFire against any losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of any third-party claim, or any fine imposed by a regulator, to the extent arising from:

(a) Customer Data, including a claim that its collection, content or use infringes a third party's rights or the law;

(b) the Customer's or its Authorised Users' breach of Clause A2.4 of Schedule A, the Acceptable Use Policy, or Clause 3 of the DPA; or

(c) the conduct of the Customer's Authorised Users while using the Mobility Services.

9.4.3 Procedure. A party seeking an indemnity shall promptly notify the indemnifying party of the claim, allow it sole control of the defence and settlement (provided that no settlement may impose an admission or obligation on the indemnified party without its consent, not to be unreasonably withheld), and provide reasonable cooperation at the indemnifying party's cost.

9.5 Force Majeure

9.5.1 Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by a Force Majeure Event.

9.5.2 "Force Majeure Event" means any event beyond the reasonable control of the affected party, including but not limited to acts of God, fire, flood, earthquake, epidemic, pandemic, war, terrorism, civil disturbance, government action, labour disputes, power failure, internet or telecommunications failure, or cyberattack. A cyberattack is not a Force Majeure Event for OnFire to the extent that OnFire's compliance with Clause 8.3 and Annex II of the DPA would reasonably have prevented it or limited its effects.

9.5.3 The affected party shall notify the other party as soon as reasonably practicable of the Force Majeure Event and shall use reasonable efforts to mitigate its effects. If the Force Majeure Event continues for more than sixty (60) days, either party may terminate this Agreement upon written notice to the other party.

10. TERM AND TERMINATION

10.1 Initial Term

10.1.1 This Agreement shall commence on the date the Business Account is activated (the "Commencement Date") and shall continue for an initial term of twelve (12) months (the "Initial Term"), unless otherwise specified in the Order Form.

10.2 Renewal

10.2.1 Upon expiry of the Initial Term, this Agreement shall automatically renew for successive periods of twelve (12) months each (each a "Renewal Term"), unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.

10.3 Termination for Convenience

10.3.1 Either party may terminate this Agreement at any time by giving the other party not less than thirty (30) days' prior written notice.

10.4 Termination for Cause

10.4.1 Either party may terminate this Agreement immediately by written notice if:

(a) the other party commits a material breach of this Agreement and (where such breach is remediable) fails to remedy the breach within fourteen (14) days of receiving written notice of the breach;

(b) the other party becomes insolvent, enters into liquidation, has a receiver or examiner appointed, enters into a scheme of arrangement with its creditors, or is subject to any analogous proceeding under Irish or any other applicable law;

(c) the other party ceases or threatens to cease carrying on business.

10.5 Effect of Termination

10.5.1 Upon termination or expiry of this Agreement:

(a) all outstanding Charges for Services used prior to the effective date of termination shall remain due and payable;

(b) OnFire shall issue a final invoice within thirty (30) days of termination, and the Customer shall pay such invoice in accordance with Clause 4;

(c) the Customer's Authorised Users shall no longer be able to charge rides to the Business Account;

(d) the Customer shall have thirty (30) days from the effective date of termination to export its data from the Platform;

(e) each party shall return or destroy the other party's Confidential Information, except to the extent that retention is required by law.

10.5.2 Termination of this Agreement shall not affect any rights, remedies, or obligations that have accrued prior to termination.

10.5.3 Clauses 1 (Definitions), 4 (Billing and Payment, to the extent of outstanding amounts), 7.4 (Data Retention), 7.5 (GDPR Compliance), 8 (Confidentiality), 9 (Liability), 10.5 (Effect of Termination), and 12 (Governing Law), together with the DPA and Clauses A4, A9 and A12.2 of Schedule A, shall survive termination or expiry of this Agreement.

10.5.4 For the Subscription Services, Clause A12 of Schedule A applies in place of Clauses 10.1 to 10.3.

11. AMENDMENTS

11.1 Amendments by OnFire

11.1.1 OnFire may amend this Agreement from time to time. For material changes, OnFire shall give the Customer not less than thirty (30) days' prior written notice, setting out the nature of the changes and the date on which they take effect.

11.1.2 If the Customer does not accept the proposed material changes, it may terminate this Agreement by giving written notice to OnFire before the effective date of the changes. If the Customer continues to use the Services after the effective date, it shall be deemed to have accepted the amended terms.

11.2 Amendments by Agreement

11.2.1 No amendment to the Order Form, Fee Schedule, or any other commercial terms shall be effective unless agreed in writing by both parties.

11.3 Non-Material Changes

11.3.1 OnFire may make non-material changes to this Agreement (such as corrections, clarifications, or updates to reflect changes in law) without prior notice. Such changes shall be posted on the OnFire website and shall take effect immediately upon posting.

12. GOVERNING LAW AND DISPUTE RESOLUTION

12.1 Governing Law

12.1.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Ireland.

12.2 Jurisdiction

12.2.1 Each party irrevocably agrees that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

12.3 Negotiation

12.3.1 Before commencing any legal proceedings, the parties shall attempt in good faith to resolve any dispute through negotiation. A party wishing to invoke this process shall give written notice to the other party, setting out the nature of the dispute. The parties shall use reasonable efforts to resolve the dispute within thirty (30) days of such notice.

13. GENERAL PROVISIONS

13.1 Entire Agreement

13.1.1 This Agreement, together with Schedule A, the DPA, any Order Form and any other schedules, constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and representations relating to its subject matter.

13.2 Severability

13.2.1 If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

13.3 Waiver

13.3.1 No failure or delay by a party in exercising any right or remedy shall constitute a waiver of that right or remedy.

13.4 Assignment

13.4.1 The Customer may not assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of OnFire.

13.4.2 OnFire may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, upon written notice to the Customer.

13.5 Third-Party Rights

13.5.1 This Agreement does not confer any rights on any person or entity other than the parties and their permitted successors and assignees.

13.6 Notices

13.6.1 All notices under this Agreement shall be in writing and shall be sent to the addresses specified in the Order Form or registration, or to such other address as a party may designate by written notice.

13.6.2 Notices may be sent by email to the designated contact addresses, and shall be deemed received on the business day following transmission.

13.7 Anti-Bribery and Corruption

13.7.1 Each party shall comply with all applicable anti-bribery and anti-corruption laws, including the Criminal Justice (Corruption Offences) Act 2018 (Ireland) and the UK Bribery Act 2010 (to the extent applicable).

13.8 Counterparts

13.8.1 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one agreement.

OnFire Messenger Ltd.

Registered in Ireland with company number 796932

Registered Office: 77 Camden Street Lower, Dublin, D02 XE80, Ireland

OnFire Messenger Inc.

254 Chapman Rd, Ste 209, Newark, DE 19702, United States

Website: https://onfire.so

Email: [email protected]

These terms are effective as of the date first written above.