TUDING TERMS & CONDITIONS (“T&Cs”) 
1.  Publisher  This website is owned and operated by TUDING SAS, a simplified joint-stock company with capital of €[10000], registered with the Paris Trade and Companies Registry under no. [82163762600036], having its registered office at 14 – 30 Rue de Mantes, 92700 Colombes, France (“Tuding,” “we” or “us”). 
2.  Subject  Tuding provides a networking platform accessible at http://www.tudingbus.com (“Website”), that enables businesses wishing to book transportation vehicles, namely buses, to connect and contract with transportation carrier companies who operate buses and/or vehicle fleets (the “Platform”). You understand and recognize that Tuding is not party to any agreement, contract or contractual relations, of any nature, entered into between the Users of its Platform. 

These T&Cs govern your access to and use of the Platform and its Services. 

When opening an account on the Platform, you must tick a box and confirm that you have read and accepted these T&Cs, which form a legally binding contract between you and Tuding. 

Please read the following carefully. If you do not accept these T&Cs, do not use the Platform. We may amend these T&Cs at any time by posting an updated version to this web page and notifying you before the amended T&Cs take effect. 

To improve your user experience, we may also modify, without prior notice, the structure and design of our Website and Platform, as well as some Services or content. 
3.  Definitions  In this document, 

“Account” means the account that you have opened with us in accordance with these T&Cs to become a User and access the Services offered on the Platform. 

“Client” means the business submitting a RFO for a Trip. 

“Fees” means, for a given Trip, the sum of money requested by Supplier and paid by the Client for providing vehicles. 

“Order Confirmation” has the meaning given to it in Clause below. 

“Paying Agent” means an agent who accepts payments from the Client for a Trip and then distributes the payments to the Supplier. 

“Expressions of Interest,” or “EOI,” means Client’s request for Suppliers to make offers for the supply of vehicles for a proposed Trip. 

 “Service Fee” has the meaning given to it in Clause below. 

“Services” means all products, services, content, features, technologies or functions offered by us on the Platform. 

“Supplier” means the User using the Platform to offer vehicles for a Trip and at a time defined by Client in exchange for the Fees. 

“Trip” means the journey subject of a EOI published by Client on the Platform. 

“User” means any natural person or representative of a legal entity with an Account who accesses the Services on behalf of a Client or Supplier. 
 4.  Opening an Account 
A.  Conditions  You must be 18 years or over. You must be 18 years or older to use our Services and by opening an Account you declare that you are 18 years or older. We may ask you at any time to show proof of your age. 

You must have authority to bind your business. You confirm that you have authority to bind any business or entity on whose behalf you use our Services, and that business or entity accepts these terms. 

Your use of the Account must not violate any applicable laws. You commit to us that your opening and/or using of an Account does not violate any laws applicable to you. You take responsibility for any consequences of your breach of this section. 
B.  Your Tuding Account  Our Platform allows Users to view, negotiate, interact with and make transactions with other Users for the purpose of booking a Trip. To access the Platform you must first open an Account. 
C.  Opening an Account  Account creation. To create an Account, you must complete the mandatory fields in the registration form (e.g., name, company name, email, password and telephone). Meanwhile to update the business license & insurance during the registration process. An Account activation link will be emailed to you; your Account is activated once you click on the link. To open an Account, you must have read and accepted these T&Cs and our Privacy Notice. 

Information must be accurate. As a User, all information you provide to us must be complete, accurate and truthful. You must update this information whenever it changes. We may ask you at any time to confirm the accuracy of your information and/or provide additional supporting documents. 

Transacting on your own account. All activities under an Account shall be deemed as activities carried out by the registered User. 

One account per person. You may only open one Account unless we have agreed in writing the opening of additional accounts. We may refuse the creation of duplicate accounts for the same User. Where duplicate accounts are detected, we may close or merge these duplicate accounts at our sole discretion. 
D.  Getting to know you  [For the purposes of transparency and fraud detection and prevention, we may carry out security and User due diligence checks on you before granting you access to the Services. You agree to comply with any request from us for further information and provide such information in a format acceptable to us. In addition, you agree that we may make, directly or through any third party, inquiries we consider necessary to validate the information you provided to us.] 
E.  Keeping your Account safe  What to do. You must: 

(a) Choose a secure password. Your password must be between 8 and 16 characters, and contain both letters and number. 

(b) Change your password regularly. 

(c) Contact Customer Support if anyone asks for your Account password. 

(d) Always follow recommended password management practice, for example: https://support.google.com/accounts/answer/32040?hl=en. 

(e) Set up 2-step authentication when prompted. 

(f) Keep your e-mail account secure. You may reset your Account password using your email address. Let Customer Support know immediately if your email address becomes compromised. 

(ii) What NOT to do. You must NOT: 

(a) Disclose your Account password. Keep it safe. 

(b) Let anyone access your Account or watch you accessing it. 

(c) Use any functionality that allows your login details or passwords to be stored by the computer or browser you are using or to be cached or otherwise recorded. 

(d) Do anything which may in any way avoid or compromise the 2-step authentication process. 

Contact us if you suspect your Account has been compromised. If you suspect your Account or other security credentials are stolen, lost, used without your authorization or otherwise compromised, you must contact Customer Support immediately, you are also advised to change your password. Any undue delays in notifying us may affect the security of your Account and result in you being responsible for financial losses. 
5.  Services  Tuding provides an online collaborative platform that allows Clients and Suppliers to connect and contract for the purchase and supply of transportation carrier services. 

The Platform allows: 

  • Clients to submit Expressions of Interest for a Trip, 
  • Suppliers to respond to EOIs with offers and to track the status of their offers, 
  • Users to negotiate the terms of a potential supply of vehicles 
  • Clients to accept a Supplier’s offer, and 
  • Users to monitor agreed Trips. 
A.  Expressions of Interest  Clients may post an expression of interest (“EOI”) for a Trip by completing the form on their profile page, and following the steps as they appear on the screen. This includes entering certain mandatory information about the EOI and the Trip (such as the dates, trajectory, number of passengers, price range, currency, and the intention validity period.). 

As a Client, you recognize that you are solely responsible for the content of the EOI you post on the Platform. Consequently, you represent and warrant the accuracy and truthfulness of all information contained in your EOI. Tuding reserves the right, at its sole discretion and without notice, to not post or to remove, at any time, any EOI that does not comply with the T&Cs or that it considers as damaging to its image, that of the Platform, or that of the Services. 

Providing your EOI complies with the T&Cs, it will be posted on theof the Platform and therefore visible to Suppliers that are registered on the Platform. Intentions are valid through the intention validity period, which is determined by the Client. During this period, a Supplier can start negotiations. If at the end of this period, no negotiations have commenced, the intention will be automatically archived. 

You understand that an EOI does not bind a Client. It may or may not lead to one or more negotiations, and may or may not lead to the creation a contract for a Trip. 

You recognize and accept that the criteria taken into account in the classification and the order of display of an EOI among the other EOIs are at the sole discretion of Tuding. 
B.  Negotiating a Trip  The Platform allows Client and Suppliers to negotiate EOIs. 

When Suppliers are interested in an EOI listed in the Intentions Table, they may either accept the EOI, make a binding counter-offer or reject the EOI, thus ending the negotiations. 

In turn, a Client may either confirm the Supplier’s acceptance, accept the Supplier’s counteroffer or reject the counteroffer. [To facilitate negotiations, the Platform allows Clients and Suppliers to communicate by live chat using the “Comments Window;” in no case, do chats create a valid contract.] 

Clients and Suppliers may exchange as many offers as they wish; each new offer invalidates the previous offer. Thus, you recognize, that the only offer valid during a negotiation is the latest offer. 

If you choose to accept the latest offer made by a Client or Supplier, such acceptance is subject to a dual verification, meaning that a Client or Supplier must re-confirm its offer, once it has been accepted by the other party. Any such acceptance shall be deemed final, and may not be modified. 

You are solely responsible for the content of the offers you post on the Platform. Consequently, you represent and warrant the accuracy and truthfulness of all information contained in your offers. 

[You further acknowledge that negotiations on our Platform do not constitute proof or absence of a contract. Only documented offer and acceptance can confirm a valid and binding contract as between the Users.] 
C.  Creating a Contract  If an agreement has been reached, Client or Supplier may, during an agreed period, create a contract by clicking on the “Create Contract” tab and following the instructions that appear on the page. If no Contract is created during this period, the offer automatically lapses and is void. 

Through the “Create Contract” tab, the Platform automatically generates a contract based on the agreed terms of the negotiation. The contract is then sent to all interested parties via email (such as, Client, Supplier and Paying Agent) and registered and accessible on our Platform. 
D.  Monitoring your Trips  You can track your Trips from your User profile page, including: 

  • Sorting or filtering your Trips, 
  • Viewing the details of each Trip that you have purchased or supply, and 
  • Viewing the negotiation processes pertaining to a Trip. 

From your User profile page, you may also export this data using the “Generate Report” tab. 
1 

 

 Help Desk  To facilitate your use of the Platform, you can access online tutorials, help functions or our Help Desk, which is available during office hours (CET) and accessible by telephone or instant messaging. 
2  Content posted by you on the Website  You may communicate with other Users or Tuding via the Platform. Any information you provide on the Platform, both during registration and use of the Services is subject to the following: 

  • You agree that content posted by you will be accurate and will not: (i) infringe any third party’s rights, or (ii) violate any law. 
  • You are solely responsible for the content and information that you publish. Tuding expressly disclaims any liability or responsibility thereto. 
3  User Rules of Conduct on the Website  There are certain rules that apply to Users. When using our Platform, you agree: 

  • to not submit to us or other Users, false, misleading, malicious or fraudulent information; 
  • to not post content of a defamatory, injurious, obscene, pornographic, vulgar, offensive, aggressive, uncalled-for, violent, threatening, harassing, racist or xenophobic nature, or with sexual connotations, inciting violence, discrimination or hatred, encouraging illegal activities, or more generally content that is contrary to good morals or the purposes of the Platform; 
  • to not infringe the rights and image of Tuding, such as its intellectual property rights; 
  • except as otherwise provided herein, to not open more than one Account on the Platform or open an Account in the name of a third party; 
  • to not use the Account of another User; 
  • to not try to bypass the Platform, such as by trying to contact or send a counter-offer to an Client or Supplier outside of the Platform; 
  • to not transfer data that contains viruses, worms, Trojan horses or any computer file or program that could interrupt, destroy or limit the functioning of any computer or network linked directly or indirectly to the Platform; 
  • to not use any device, software or routine that could interfere with the proper working of the Platform or which is intended to damage, interfere with, intercept or expropriate any system, data or personal information; 
  • to not to take any action (such as, spamming) that imposes an unreasonable load on our Platform;
  • to not violate the principle of confidentiality, which may exist within the framework of a transaction;
  • to more generally, not to act in a way that violates the law or breaches these T&Cs.
4.  Confidentiality  You agree to defend, indemnify and hold Tuding harmless, from and against all claims, actions or demands, liabilities, and settlements, including, without limitation, reasonable legal fees, arising from your unauthorized and prohibited disclosure of confidential information. 
5  Tuding’s Intellectual Property Rights / Limited License  This Platform is controlled and operated by Tuding. 

Our proprietary software, and our materials on the Platform, including logos, trademarks, trade names, images, text, illustrations, audio, video files and the selection, coordination and arrangement of such materials, are protected by copyrights, trademarks, service marks, or other proprietary rights which are either owned by us or owned by other parties who have licensed their intellectual property to us, and all other trademarks, service marks, and trade names used on the Platform are the property of their respective owners. 

Subject to being a User, Tuding grants you a non-exclusive, revocable, personal and non-transferable license, to use the Platform, in compliance with the purposes of the Platform, these T&Cs and applicable laws. 

You are prohibited from any other use or exploitation of the Platform and Services, and their content, without the prior written permission of Tuding. Notably, you are prohibited from: 

  • reproducing, adapting, distributing, publicly representing and disseminating the Platform, the Services, and the content of the Platform; 
  • extracting or attempting to extract (notably using data mining robots or any other similar data collection tool) a substantial part of the data of the Platform; 
  • copying, modifying, creating a derivative work of, reverse engineering, reverse assembling or otherwise attempting to discover any source code; 
  • modifying or attempting to modify the Platform in any manner or form, except that you have the right to modify your self-generated content on the Platform; 
  • framing or utilize framing techniques to enclose any trademark, logo, or the other proprietary information;
  • using any meta tags or any other ‘hidden text” with Tuding’s name or trademarks.
Any unauthorized use by you which contravenes the above terminates the license granted by us. 

All new versions, updates or changes to our Platform, Services or related content shall be subject to these T&Cs. We reserve all rights not expressly granted by the present T&Cs. 
6  Role of Tuding / Limitation of liability  By using the Platform and accepting these T&Cs, you recognize that Tuding is not party to any agreement entered into between you and the other Users with a view to booking a Trip. Tuding has no control over the behavior of its Users of the Platform. It does not own, exploit, supply or manage the vehicles subject of the Platform, nor does it offer any Trips on the Platform. 

Tuding has no control over, and is not responsible for the acts or omissions of other Users, or the quality, accuracy or legality of information they submit. We do not endorse any Client or Supplier. 

Users act under their sole and full responsibility. 

In particular, in its capacity as an intermediary, Tuding cannot be held liable if a Trip fails to occur as intended, such as because of: 

  • erroneous information communicated by a Client in its EOI, or by any other means, with regard to a Trip or its terms; 
  • cancellation or modification of a Trip by a Client or Supplier; 
  • non-payment by a Client; 
  •  the behavior of its Users during, before or after a Trip or at any other time. 
  •  [please complete as needed] 

We are not responsible for the content or use of any information, for any damage caused to a User, for any indirect damage such as financial loss, loss of business or moral damage that a User may suffer through its use of the Platform. 

You agree to look solely to Users for any claims you may have regarding information provided by such Users. If you have a dispute with another User, and subject to applicable law, you hereby release Tuding from all claims of any kind arising out of such dispute.

Tuding shall not be liable to you for any damages, claims, expenses or other costs you incur as a result of third party claims related to your use of the Services. Under no circumstances, and regardless of the circumstance, shall Tuding be liable for any indirect damages. You agree that you will be responsible for, and at Tuding’s request, defend Tuding from third party claims arising out of information you provide to Tuding for publication or any breach by you of these T&Cs or applicable law.

You agree that regardless of any statute or law to the contrary, any claim or cause of action related to your use of the Services must be filed within one (1) year after such claim or cause of action arises, or be forever barred.
7.  Account suspension, restrictions of access and termination  You can terminate your contractual relations with Tuding and close your Account at any time by clicking on the “Delete your profile” tab on your profile page or by contacting Tuding. The termination takes effect [1] week after the termination request has been sent. 

If you breach your undertakings as set out in these T&Cs or if we have genuine reason to believe that the security and integrity of Tuding, its Users or third parties is at risk, we reserve the right to: 

  • • immediately terminate these T&Cs binding you and Tuding; and 
  • • temporarily or permanently suspend your Account. 

When this is necessary, you will be notified of such measure to enable you to respond. Tuding will decide, at its sole discretion, whether to lift the measures put in place. 
8.  Personal Data  We collect and process some of your personal data. By using the Platform and registering as a User, you acknowledge and accept the processing of your personal data by us as set out in our Privacy Notice. 
9  Operation, availability and functionalities of the Platform  We shall try as far as possible to maintain the Platform continually accessible. But access to the Platform or the use of certain features may be suspended or disrupted without notice, due to technical maintenance, migration, or updates, or owing to outages or constraints linked to the network or for other technical reasons. 

We reserve the right to modify or suspend all or part of your access to the Platform or its features, at our sole discretion, temporarily or permanently. 
10.  Hyperlinks  Our Platform contains links to other websites. We do not control those websites and are not responsible for their content. By including these links, we are not endorsing the material on those websites or implying any association with their operators.
11.  Modification of the T&Cs  These T&Cs and the documents integrated by reference express the entire agreement between you and Tuding relative to your use of the Platform and the Services. 

We may modify these T&Cs to adapt to our technological and commercial environment, and to comply with the law. Any modification to these T&Cs will be published on the Platform with mention of the effective date, and you will be notified by us before the changes take effect. 
12.  Applicable law and dispute resolution  These T&Cs are governed and construed in accordance with French law, without giving effect to any principles of conflicts of law. 

We invite you to submit to us any complaints that you might have using the contact information provided above. If a contractual dispute between you and Tuding cannot be amicably resolved, you may use mediation free of charge, and may consult https://www.economie.gouv.fr/mediation-conso to appoint a mediator. 

If the dispute cannot be settled by mediation, you agree to submit all disputes to the jurisdiction of the competent court of Paris, France. 

For the exclusive benefit of Tuding, Tuding shall also retain the right to bring proceedings as to the substance of the matter in the courts of the country of your principal place of business.