Terms and Conditions
This Master Services & Subscription Agreement (the "Agreement" or "Terms and Conditions") is entered into by and between Invenza Trading and Services, a company duly registered in the State of Qatar under Commercial Register Number 171755, with its principal office in Doha, Qatar ("Invenza," "we," "us," or "our"), and the entity or individual identified as the customer ("Operator," "Customer," "you," or "your") on any associated Order Form or account registration.
This Agreement governs your access to and use of all Invenza products and services, including the Invenza Micromobility Platform, Limoguard fleet management system, associated mobile applications, APIs, admin dashboards, IoT integrations, and the website at invenza.net (collectively, the "Invenza Products").
By accessing or using any Invenza Product, clicking "I Agree," or executing an Order Form, you agree to be legally bound by these Terms. If you are accepting on behalf of an organization, you confirm you have authority to bind that organization. If you do not agree, do not use the Invenza Products.
01 Definitions
The following terms have the meanings given below throughout this Agreement:
- Invenza Products: All software platforms, mobile applications, web dashboards, APIs, IoT connectivity layers, white-label configurations, and associated tools provided by Invenza Trading and Services, including Invenza Micromobility and Limoguard.
- Invenza Micromobility: The white-label software platform for scooter, e-bike, and moped sharing operators, including the rider app, admin dashboard, field operations app, and IoT integration layer.
- Limoguard: The fleet management and dispatch platform for limousine and chauffeur companies, including the passenger booking app, driver app, dispatch console, and corporate account management tools.
- Operator / Customer: The business or individual that enters into this Agreement to license and deploy the Invenza Products as part of their own mobility service.
- End User: Any rider, passenger, driver, or field technician who interacts with an Invenza-powered application, whether white-labeled or otherwise.
- Permitted Users: Employees, contractors, or authorized agents of the Operator who are granted access to the Invenza Products under this Agreement.
- Customer Data: All content, data, and information uploaded, stored, processed, or transmitted by the Operator or its End Users through the Invenza Products.
- Order Form: A separate document executed by both parties specifying the Invenza Products licensed, subscription term, pricing, fleet size, and other agreed commercial terms.
- Subscription Fee: The recurring platform fee payable by the Operator as specified in the applicable Order Form, typically calculated on a per-vehicle basis.
- Effective Date: The date on which the Order Form is executed by both parties, or the date on which Operator first accesses the Invenza Products, whichever is earlier.
02 License and Access
Subject to the terms of this Agreement, the applicable Order Form, and timely payment of all applicable fees, Invenza grants the Operator a:
- Limited โ only for the scope and term defined in the Order Form
- Non-exclusive โ Invenza may license the same Products to other operators
- Non-transferable โ the Operator may not transfer this license to a third party
- Non-sublicensable โ the Operator may not grant sub-licenses without Invenza's written consent
- Revocable โ Invenza may suspend or terminate access as set out in Section 13
...right to access and use the Invenza Products solely for the Operator's internal business operations during the subscription term.
White-Label Rights
Where the Order Form specifies white-label deployment, the Operator is additionally licensed to present the Invenza Products under the Operator's own brand identity, including custom app name, logo, and color scheme, in accordance with Section 6 of this Agreement.
Access Credentials
Invenza will provide the Operator with credentials to access the admin dashboard and relevant APIs upon execution of the Order Form. The Operator is responsible for maintaining the confidentiality of all access credentials and for all activities that occur under its account.
03 Use Restrictions
The Operator shall not, and shall ensure that its Permitted Users and End Users do not:
- Sell, resell, sublicense, lease, or otherwise transfer access to the Invenza Products to any third party without Invenza's prior written consent
- Reverse engineer, decompile, disassemble, or attempt to derive the source code of any component of the Invenza Products
- Modify, adapt, translate, or create derivative works based on the Invenza Products
- Use the Invenza Products for any unlawful purpose or in violation of any applicable laws, regulations, or ordinances in Qatar or any jurisdiction where the Operator operates
- Interfere with, disrupt, or impair the integrity, performance, or security of the Invenza Products or the systems of other Invenza customers
- Use automated tools, bots, or scripts to access or interact with the Invenza Products in an unauthorized manner
- Remove or obscure any proprietary notices, labels, or watermarks from the Invenza Products (except where expressly permitted under a white-label Order Form)
- Access the Invenza Products for the purpose of building a competing product or service
- Share access credentials with unauthorized individuals outside the Operator's Permitted Users
Violation of these restrictions may result in immediate suspension of access and termination of this Agreement, without prejudice to any other remedy available to Invenza.
04 Operator Obligations
The Operator agrees and represents that it will, at all times during the subscription term:
- Obtain all necessary licenses, permits, and regulatory approvals required to operate a mobility service (scooter-sharing, limousine, or otherwise) in the relevant jurisdiction
- Comply with all applicable local, national, and international laws governing mobility services, data protection, consumer rights, and financial transactions
- Ensure that End Users are informed of, and agree to, applicable terms of use and privacy policies before using any Operator-branded application powered by Invenza
- Maintain appropriate vehicle insurance coverage for all vehicles deployed using the Invenza Products
- Promptly notify Invenza of any security breach, unauthorized access, or suspected misuse of Invenza Products within 48 hours of discovery
- Ensure that all IoT hardware connected to the Invenza platform is approved and compatible as specified in the Order Form or Invenza's hardware compatibility documentation
- Provide accurate billing information and keep payment details up to date
- Not use the Invenza Products to operate services in jurisdictions where such operations would be illegal
Important: Invenza provides software and technology only. The Operator is solely responsible for the physical operation of its fleet, the conduct of its staff and drivers, and compliance with all regulatory requirements in its market.
06 White-Label and Branding
Where the Order Form includes white-label rights, Invenza grants the Operator a limited license to:
- Present the Invenza Products under the Operator's own brand name, logo, and visual identity
- Submit the branded rider or passenger application to the Apple App Store and Google Play under the Operator's own developer accounts
- Use the Operator's own domain name and brand identity in all End User-facing communications
Invenza Attribution
Invenza does not require any "Powered by Invenza" attribution in white-label deployments unless otherwise agreed in the Order Form. The Operator's brand is presented exclusively to End Users.
Brand Responsibility
The Operator is solely responsible for the content, accuracy, and compliance of all branded materials, app store listings, and End User communications published under the Operator's brand. Invenza accepts no liability for the Operator's brand or marketing decisions.
Invenza's Right to Reference
Unless the Operator requests otherwise in writing, Invenza reserves the right to reference the Operator as a customer in its own marketing materials, case studies, and investor communications, without disclosing confidential commercial terms.
07 Intellectual Property Rights
Except for the limited license rights expressly granted under this Agreement:
- All rights, title, and interest in and to the Invenza Products โ including all source code, software, algorithms, databases, interfaces, documentation, designs, and trademarks โ remain the exclusive property of Invenza Trading and Services
- The Operator acquires no ownership rights in the Invenza Products by virtue of this Agreement or any payment made hereunder
- The Operator retains full ownership of its Customer Data and End User data
- Any feedback, suggestions, or improvement ideas submitted by the Operator to Invenza may be incorporated into the Invenza Products without obligation or compensation to the Operator
The Invenza brand name, logo, product names ("Invenza Micromobility," "Limoguard"), and associated trademarks are the property of Invenza Trading and Services and may not be used by the Operator outside the scope of this Agreement without express written permission.
08 Data and Privacy
Data Ownership
The Operator retains ownership of all Customer Data and End User data generated through its use of the Invenza Products. Invenza processes this data solely to provide and improve the Invenza Products.
Data Processing
Invenza processes Customer Data as a Data Processor on behalf of the Operator (as Data Controller) with respect to End User personal data. Both parties agree to comply with applicable data protection laws, including Qatar's Personal Data Privacy Protection Law (Law No. 13 of 2016) where applicable.
Privacy Policy
The collection, use, and handling of personal data by Invenza is governed by our Privacy Policy, available at Privacy Policy, which is incorporated into this Agreement by reference.
Data Security
Invenza implements industry-standard technical and organizational security measures to protect Customer Data. However, Invenza cannot guarantee absolute security and shall not be liable for data breaches resulting from factors beyond its reasonable control.
Operator's Data Obligations
The Operator is responsible for obtaining all necessary consents from End Users for the collection and processing of their personal data, and for maintaining its own privacy policy governing its relationship with End Users.
09 Confidentiality
Each party agrees to hold in strict confidence all non-public, proprietary, or confidential information disclosed by the other party in connection with this Agreement, including pricing, technical architecture, business plans, and Customer Data.
- Confidential information may only be used for the purposes of performing obligations under this Agreement
- Each party will protect the other's confidential information using at least the same degree of care used to protect its own confidential information (but no less than reasonable care)
- Confidential information may be disclosed to employees or contractors who need to know it for the performance of this Agreement, provided they are bound by equivalent confidentiality obligations
- Confidentiality obligations do not apply to information that is publicly known, independently developed, or required to be disclosed by law or court order
Confidentiality obligations under this Section survive the termination or expiry of this Agreement for a period of three (3) years.
10 Warranties and Disclaimers
Invenza Warranties
Invenza warrants that: (a) it has the right to enter into this Agreement and grant the licenses herein; (b) the Invenza Products will perform materially in accordance with the applicable documentation during the subscription term; and (c) Invenza will use commercially reasonable efforts to maintain the security and integrity of the Invenza Products.
Operator Warranties
The Operator warrants that: (a) it has the right and authority to enter into this Agreement; (b) its use of the Invenza Products will comply with all applicable laws and regulations; and (c) it holds all necessary regulatory approvals, business licenses, and insurance required to operate a mobility service in its jurisdiction.
Disclaimer
Except as expressly stated above, the Invenza Products are provided "as is" and "as available" without any additional warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Invenza does not warrant that the Invenza Products will be uninterrupted, error-free, or completely secure at all times.
11 Limitation of Liability
Exclusion of Consequential Damages
To the maximum extent permitted by applicable Qatari law, neither party shall be liable to the other for any indirect, incidental, consequential, special, punitive, or exemplary damages, including lost profits, lost revenue, loss of data, or business interruption, arising out of or in connection with this Agreement, even if advised of the possibility of such damages.
Cap on Liability
Invenza's total aggregate liability to the Operator arising out of or in connection with this Agreement shall not exceed the total Subscription Fees paid by the Operator to Invenza in the twelve (12) months immediately preceding the event giving rise to the claim.
Operator Liability for Physical Operations
The Operator acknowledges that Invenza provides software tools only. The Operator is solely responsible for all incidents, accidents, property damage, or personal injury arising from the physical operation of its fleet, and Invenza accepts no liability in this regard.
Important: Invenza is not liable for losses arising from the Operator's failure to maintain adequate vehicle insurance, regulatory compliance, or safe operational practices.
12 Indemnification
The Operator agrees to indemnify, defend, and hold harmless Invenza Trading and Services, its directors, officers, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:
- The Operator's breach of any provision of this Agreement
- The Operator's physical fleet operations, including vehicle accidents, personal injury, or property damage
- The Operator's failure to obtain necessary regulatory approvals or insurance
- The Operator's use of the Invenza Products in violation of applicable law
- Any claim by an End User arising from the Operator's services or branded application
- Any infringement of third-party intellectual property rights by the Operator's branded content or materials
13 Term and Termination
Term
This Agreement commences on the Effective Date and continues for the initial subscription term specified in the Order Form. Unless either party provides written notice of non-renewal at least 30 days before the end of the current term, the Agreement will automatically renew for successive periods of equal length.
Termination for Convenience
Either party may terminate this Agreement for any reason by providing 45 days' written notice to the other party. Subscription Fees already paid are non-refundable, and any outstanding fees for the notice period remain payable.
Termination for Cause
Invenza may suspend or terminate access to the Invenza Products immediately and without notice if the Operator: (a) materially breaches this Agreement and fails to cure the breach within 14 days of written notice; (b) becomes insolvent or enters into liquidation; (c) uses the Invenza Products in a manner that violates applicable law or poses a security risk; or (d) fails to pay undisputed invoices within 30 days of the due date.
Effect of Termination
Upon termination or expiry of this Agreement: (a) all licenses granted herein immediately cease; (b) the Operator must cease all use of the Invenza Products and deactivate all white-labeled applications; (c) each party must return or securely destroy the other's confidential information; and (d) Invenza will provide the Operator with a data export of Customer Data within 30 days of termination, after which Invenza may delete such data.
14 Governing Law and Dispute Resolution
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Qatar, without regard to its conflict of laws principles.
Dispute Resolution
In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the parties shall first attempt to resolve the matter through good-faith negotiation for a period of 30 days from the date one party notifies the other in writing of the dispute.
Jurisdiction
If the dispute cannot be resolved through negotiation, it shall be submitted to the exclusive jurisdiction of the competent courts of the State of Qatar, in the city of Doha. Both parties irrevocably consent to the personal jurisdiction of such courts.
Invenza Trading and Services is registered in Qatar under Commercial Register Number 171755. All legal notices should be addressed to: info@invenza.net
15 General Provisions
- Entire Agreement: This Agreement, together with all executed Order Forms and referenced policies (including the Privacy Policy), constitutes the entire agreement between the parties and supersedes all prior agreements relating to its subject matter.
- Amendments: No modification or amendment to this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties. Invenza may update these Terms with 30 days' written notice for non-material changes.
- Severability: If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and all other provisions shall remain in full force and effect.
- Waiver: No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.
- Assignment: The Operator may not assign or transfer this Agreement or any rights hereunder without Invenza's prior written consent. Invenza may assign this Agreement in connection with a merger, acquisition, or sale of substantially all its assets, with 30 days' notice to the Operator.
- Force Majeure: Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including natural disasters, government actions, cyberattacks, or telecommunications failures, provided the affected party notifies the other promptly.
- Notices: All formal notices under this Agreement shall be in writing and delivered by email to the contact addresses specified in the Order Form. Notices are deemed received when sent, provided no delivery failure notification is received within 24 hours.
- Language: This Agreement is executed in English. In the event of any conflict between an English version and a translated version, the English version shall prevail.
- Relationship of Parties: The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, employment, or agency relationship between the parties.
โ Contact and Legal Notices
For any questions, concerns, or formal notices relating to these Terms and Conditions, please contact:
Invenza Trading and Services
Commercial Register No. 171755
Doha, State of Qatar
Email: info@invenza.net
Website: invenza.net
Response time: within 2 business days
