1. Definitions

The following terms are used throughout these Terms and Conditions and have specific meanings.

2. About Invygo

Invygo is a Platform connecting Vendors and Clients. Invygo provides access to Invygo’s virtual community of Vendors; easy collaboration through Invygo’s communication tools; and secure payment tools.

2.1 You understand and agree that Vendors are not the employees or agents of Invygo and that any transaction and/or agreement (such as the Vehicle Lease Agreement) entered into as a result of your use of the Services whether oral or written, is between you and the Vendor only and Invygo is not a party thereto. Both you and the Vendor have complete discretion with regard to the terms of any Vehicle Lease Agreement. Notwithstanding these Terms and Conditions, you will, at or around the time of picking up the Vehicle, be required to enter into a Vehicle Lease Agreement which is a contractual relationship directly between the Client and the Vendor. You acknowledge and agree that, in such an instance, Invygo shall not be a party to such Vehicle Lease Agreement and shall not be responsible for performing the obligations of any such Vehicle Lease Agreement between you and any Vendor, and Invygo disclaims all liability arising from or related to any Vehicle Lease Agreement.

2.2 You agree and acknowledge that Invygo does not own, sell, lease, re-lease or rent any Vehicle and that the Vendors shall solely be responsible for the Vehicle Lease and that Invygo acts as intermediary between the Clients and Vendors and its role is solely to facilitate the availability of the Services for the Clients and Vendors.

2.3 Invygo does not endorse any Vendor over another to service a Client. While Invygo uses commercially reasonable efforts to confirm that Vendors are licensed and maintain the required governmental approvals to provide the Vehicle Lease, we do not make any warranty, guarantee, or representation as to the licensing, ability, competence, compliance, quality, or qualifications of any Vendor. You agree and understand that it is your duty to inquire and evaluate the licensing, ability, competence, compliance, quality, or qualifications of any Vendor.

2.4 Although Invygo requires the Vendors to provide accurate information, we do not confirm any Vendor’s purported identity. The Clients agree to independently research and evaluate any Vendor.

2.5 Although Invygo requires the Vendors to carry business and/or professional liability insurance, Invygo does not warrant or guarantee that Vendors are covered by business and/or professional liability insurance and Invygo makes no warranty or guarantee with respect to the sufficiency of such business and/or professional liability insurance.

You understand and acknowledge that the vehicle lease rate provided to you is based on your credit scoring as available at the Al Etihad Credit Bureau (AECB). By accepting our Terms and Conditions, you authorize us to obtain your credit score from the AECB. You further authorize us to disclose your information to the AECB.

3. Changes to the Terms and Conditions

3.1 You agree that Invygo may amend this Agreement from time to time, and in Invygo’s sole discretion. Although we will use our best endeavors to notify you of any amendment to this Agreement, we will not be required to provide you with prior notification of such amendments or changes to this Agreement and your continued use of the Platform or Services shall constitute your acceptance of such amendments or changes to the Agreement.

3.2 Upon any amendment or change to this Agreement, we will publish the amended Agreement on the dedicated link available at our Platform. Your continued use of the Platform and/or the Service after the publication date of a revised version of this Agreement constitutes your acceptance of its terms.

Invygo may update these Terms and Conditions from time to time. The Client will be notified of any material amendment a reasonable period before its effective date, including any amendment relating to fees, prices, renewal, termination or the Client’s financial obligations. Amendments apply to use of the Platform and the Services as from their effective date. Amendments affecting rights or financial or contractual obligations shall not apply to an existing Vehicle Lease Agreement except with the Client’s consent or as permitted by the applicable laws and regulations. The Client’s continued use of the Platform after the effective date of non-material amendments constitutes acceptance of them.

4. Account Registration and Client Responsibilities

4.1 If you would like to use our Services, you must create a personalized Account which includes a unique username and a password to access the Service. Each Client is responsible for maintaining the security of its Account and for all activities that occur under the Account and any other actions taken in connection with the Account. You undertake to provide accurate and complete information and keep your Account information and your Account updated and maintain its confidentiality. You agree to notify Invygo immediately of any unauthorized use of Account, or any other breaches of security. We will not be responsible for any liabilities, losses, or damages arising out of the unauthorized use of your computer, mobile device, or other computing device and/or Account.

4.2 We reserve the right to suspend or terminate your Account at any time, including if any User Content or information provided during the registration process or thereafter proves to be inaccurate, false or misleading or to reclaim any username that you create through the Services that violates this Agreement.

4.3 When using the Services, the Clients undertake to provide Invygo with their personal information (including name, address, email address, date of birth, driving license details, credit card information, phone number). You agree and accept that any such information shall be shared by Invygo with the available Vendors that may be able to provide the Vendor Services. Services.

4.4 Upon occurrence of a Successful Lease, the Clients agree that such Vehicle Lease shall only be extended or amended through the Platform and that any further or recurrent payment for such Vehicle Lease shall only be made through the Platform.

5. Digital Wallet

5.1 Invygo will maintain, for each User’s Account, a Digital Wallet in which any credit pursuant to the terms of this Agreement will be held.

5.2 Any promotional credit gifted by Invygo to the Client free of charge shall be valid for sixty (60) days from the date it is granted, and the Client may use it during its validity period to pay for services provided by Invygo through the Platform and/or the App. The expiry provided for in this clause does not apply to any amounts paid by the Client, any amounts due to the Client, or any amounts that must be refunded or returned to the Client.

5.3 For the avoidance of doubt, Users cannot deposit funds or credit in the Digital Wallet. The Digital Wallet can only be used to record and store any credit issued by Invygo to the User pursuant to the terms of this Agreement.

6. User Conduct Restrictions

6.1 You agree that you will not, under any circumstances, transmit any Content that (i) is unlawful or promotes unlawful activity; (ii) defames, harasses, abuses, threatens, or incites violence towards any individual or group; (iii) is political, pornographic, discriminatory, or otherwise victimizes or intimidates an individual or group on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability; (iv) is spam, constitutes unauthorized or unsolicited advertising, any other form of unauthorized solicitation; (v) contains or installs any viruses, worms, malware, Trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; (vi) infringes on any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity, or other rights; (vii) impersonates any person or entity, including any of our employees or representatives; or (viii) violates the privacy of any third party.

6.2 By accessing or using the Platform and/or Services, you represent and warrant that: (i) you have a valid driving licence that is valid for driving in the UAE; (ii)you have the authority to validly enter into and/or be bound by this Agreement; (iii) your use of the Services will be solely for lawful purposes that are permitted by this Agreement; (iv) your use of the Services will comply with all UAE laws, rules, and regulations, and with all of Invygo’s policies; as amended from time to time.

6.3 You represent and acknowledge that you are over the age of 18. Invygo does not target any Content to children or teenagers under 18, and we do not permit any Clients under 18 to use our Service. Please immediately cease from using the Platform if you are under this legal age.

6.4 At our discretion, we, or technology we employ, may monitor and/or record your general interactions with the Service. However, any liability, loss or damage that occurs as a result of any User interactions is solely your responsibility, as further described in clauses 14 and 15 of this Agreement.

6.5 We have the right to, in our sole discretion, determine whether or not any Client conduct is appropriate and complies with these Terms and Conditions. We also have the right to terminate or deny access to and use of any Account and the Service to any Client for any reason, with or without prior notice.

7. User Content

7.1 We are not responsible for any public display or misuse of your User Content. Users are solely responsible for the content of, and any harm resulting from, any User Content that they submit, post, upload, link to or otherwise make available while using the Service. You acknowledge that any liability, loss or damage that occurs as a result of any such User Content is solely your responsibility. You further undertake and agree to indemnify and hold us (and any third party) harmless from any liability, loss or damage that may occur as a result of any such User Content.

7.2 From time to time, the Clients may submit reviews of the Vendors; these reviews do not constitute a guarantee, warranty, or prediction regarding the outcome of any future Vendor Service. Invygo shall be under no obligation to display such reviews and may remove such ratings at any time at its sole discretion. Invygo will have no responsibility or liability of any kind for any review you encounter on or through the Platform, and any use of or reliance on such reviews is solely at your own risk.

7.3 User Content posted on the Platform, such as blog posts or reviews, is provided for informational purposes only, with no assurance that such Content is true, correct, or accurate.

7.4 Users represent and warrant that they have the right to post all User Content they submit. Specifically, Users warrant that they have fully complied with any third-party licenses relating to User Content (if applicable), and have taken all steps necessary to pass through to end users any required terms.

7.5 Users agree and acknowledge that Invygo has the right to, in its sole discretion, view and monitor any User Content, and to determine whether or not any User Content is appropriate and complies with these Terms and Conditions, or refuse or remove any User Content that, in Invygo’s reasonable opinion, violates any Invygo policy or is in any way harmful, inappropriate, or objectionable. Users further agree that Invygo has the right to make formatting, edits and other changes to the User Content or the manner any User Content is displayed on the Platform.

7.6 Except for the Content that originates from Invygo, we do not claim ownership of any Content that you post, upload or link to. You retain all ownership of, control of, and responsibility for the User Content you post. By posting any Content including without limitation photos, company logos and reviews via the Platform, you however expressly grant Invygo and our successors a worldwide, sub-licenseable, fully-paid and royalty-free, and non-exclusive license to use, reproduce, display, modify, adapt, distribute, and perform the Content in connection with Invygo’s business purpose. This license does not grant Invygo the right to sell User Content or otherwise distribute it outside of our Platform.

8. Additional Fees and Lease Payment, and Platform Fee

8.1 The Client agrees and acknowledges that the Additional Fees and the obligations relating to use of the Vehicle shall be calculated and become payable as follows:

(i) Traffic and parking fines: the Client shall pay the full amount of any traffic or parking fine imposed by the competent authority by reason of the use of the Vehicle during the lease term, provided the fine relates to the use of the Vehicle during the period of the Client’s possession, together with the Processing Fee payable to Invygo in accordance with these Terms and Conditions, provided that the amount of the fine and the Processing Fee are shown separately.

(ii) Fuel charges: the Client shall pay the fuel amounts actually due and incurred in connection with the Client’s use of the Vehicle during the lease term, together with the applicable Processing Fee in accordance with these Terms and Conditions, provided that the fuel amount and the Processing Fee are shown separately.

(iii) Excess mileage: where the total kilometres driven exceed the permitted limit set out in the Confirmation Order and/or the Vehicle Lease Agreement, the Client shall pay the excess per-kilometre rate applicable to the Vehicle and previously disclosed to the Client, in accordance with the Confirmation Order and/or the Vehicle Lease Agreement.

(iv) Damage, misuse and prohibited use: the Client shall be liable for damage to the Vehicle occurring during the lease term, within the limits of the Client’s liability as prescribed under the Vehicle Lease Agreement, the applicable insurance policy and the relevant laws and regulations, as follows:

(a) where the damage is covered by the applicable insurance cover and the Client has not purchased additional or comprehensive insurance cover that removes or reduces the excess, the Client shall pay the insurance excess applicable to the Vehicle in accordance with the insurance policy and the amount stated in the Confirmation Order and/or the Vehicle Lease Agreement.

(b) where the Client has purchased additional or comprehensive insurance cover for the Vehicle as stated in the Confirmation Order, the Client’s liability for damage covered by that cover shall be determined in accordance with the scope, terms and exclusions of the applicable insurance policy or additional cover, and the Client’s liability shall be waived or reduced to the amount specified in the Confirmation Order, as the case may be.

(c) notwithstanding paragraphs (a) and (b), where the damage arises from the Client’s misuse, negligence, or use of the Vehicle in breach of these Terms and Conditions and/or the Vehicle Lease Agreement, including off-road driving where prohibited, racing or speed testing, driving under the influence of alcohol or narcotic substances, use of the Vehicle by an unauthorised driver, use for a prohibited purpose, damage resulting from smoking, or interior damage exceeding reasonable fair wear and tear, or where the Client’s act or omission results in the insurance cover not applying or being declined under the terms of the applicable insurance policy, the Client shall pay the actual repair cost not covered by insurance, provided that such cost is evidenced by a technical report, a repair estimate, or an invoice issued by a competent party, together with the applicable Processing Fee in accordance with these Terms. In all cases, the insurance cover, its scope and its exclusions are subject to the terms and conditions of the applicable insurance policy and the relevant laws and instructions.

(v) Administrative Follow-up Fee for late payment: if any amount due from the Client remains unpaid after its due date, Invygo may collect the Administrative Follow-up Fee provided for in these Terms where it has carried out actual administrative follow-up procedures in respect of the overdue amount, including notification, follow-up and administrative collection procedures, provided that the Client is notified of the fee and the reason for it. The Administrative Follow-up Fee shall not be charged repeatedly in respect of the same debt merely because the late payment continues. Otherwise, overdue amounts, collection and repossession of the Vehicle shall be dealt with in accordance with the laws and regulations in force in the United Arab Emirates.

(vi) When Additional Fees become payable: the Additional Fees arising under this clause become payable after the Client has been notified of them, and the notification shall state the type of fee or amount, the reason it is payable, its amount, the basis of its calculation, and the supporting document where applicable. Amounts due may be collected through the agreed payment methods in accordance with these Terms and Conditions.

(vii) Failure to meet financial obligations and repossession of the Vehicle: where the Client fails to meet its financial obligations under these Terms and Conditions and/or the Vehicle Lease Agreement, or does not respond to notifications relating to amounts due, Invygo may notify the Vendor and coordinate with it to take the measures prescribed under the Vehicle Lease Agreement and the applicable laws and regulations. The decision to repossess the Vehicle, and the repossession procedure itself, fall within the competence of the Vendor or a party legally authorised by it, in accordance with the Vehicle Lease Agreement and the laws and regulations governing vehicle rental and vehicle rental brokerage activity in the United Arab Emirates. This clause shall not be construed as granting Invygo, in its capacity as intermediary, the rights of the lessor or the owner of the Vehicle, except within the limits of the statutory or contractual authorisation granted to it.

Invygo bears no responsibility for the collection of the Vehicle which is the sole responsibility of the Vendor. .

All applicable fees and charges related to the collection of the Vehicle by the Vendor shall be passed on to the Client by Invygo.

The Client will continue to incur applicable charges under this Agreement and/or the Vehicle Lease Agreement until the Vehicle has been returned to the Vendor’s possession. If the Client does not cooperate and/or fails to return the Vehicle on time, the Vendor may, in accordance with their own terms and conditions and applicable law, take steps to recover the Vehicle, which may include the use of tracking or immobilization technology or coordination with the relevant authorities.

If the Vehicle is collected pursuant to this clause prior to the expiry of the Vehicle Lease Agreement, any unused days for which the Client has already paid will be credited to the Client’s Digital Wallet on a pro-rata basis to offset any outstanding amounts owed. The Client’s liability to pay any remaining outstanding amount shall continue to apply.

(viii) Early termination and early return fees: the early termination and early return fees comprise the amounts and fees payable in accordance with the cases and calculation mechanisms set out in clause (9), including the early termination fees for “Subscribe-to-Own” contracts, the re-pricing fees for fixed-duration Monthly contracts, the short-term early return fees, and the one-time administrative fee of one hundred (100) UAE Dirhams applicable to Weekly and Monthly Vehicles, all as set out in clause (9) and disclosed to the Client. The Platform Fee for the current billing cycle remains payable and non-refundable in the event of early termination, unless the Client establishes a right to a refund under the applicable laws or the provisions of these Terms and Conditions.

8.2 The Clients understand and acknowledge that the Additional Fees are subject to change from time to time and may be provided for in the Confirmation Order specifically. If there is any inconsistency or conflict between the Additional Fees provided for in clause 8.1 above and the Additional Fees provided for in the Confirmation Order, the Additional Fees provided for in the Confirmation Order will prevail.

8.3 The Clients shall pay Invygo the Lease Payment on a monthly basis, as specified in the Confirmation Order and/or the Vehicle Lease Agreement.

8.4 The Clients agree that they will pay the Lease Payment and the Additional Fees (if applicable) through the Platform only, including recurrent payments as well as subsequent transactions not necessarily related to the initial Vehicle Lease.

8.5 The Clients shall be responsible for taxes (VAT) as applicable, any processing fees associated with their use of the Services and Vehicle Lease, and any credit card fees and banking transaction fees (if applicable).

8.6 Invygo accepts payments by credit card and debit card, including without limitation Visa and Mastercard. The Clients can make payments in the currency listed on the Confirmation Order that they receive. The Clients hereby authorize Invygo to charge their credit card for any Lease Payment and Additional Fees (if applicable) as well as any other recurrent payments or amounts due as part of our Services. By accepting our Terms and Conditions, the Clients agree that they authorize Invygo to charge them automatically for any Lease Payment and Additional Fees (if applicable) as well as any other recurrent payments or amounts (as applicable), without the need for any additional notice or consent. The Clients are responsible for providing complete and accurate billing information to Invygo and notifying Invygo of any changes to such information.

8.7 All online payments are also governed by the terms and conditions of the respective merchant service provider. Please review the respective merchant service provider’s terms and conditions and privacy policy before entering any transaction. You must retain a copy of the transaction records.

8.8 Invygo will not trade with or provide any services to OFAC and sanctioned countries.

8.9 Invygo will provide you directly or through its merchant service provider, with an electronic payment confirmation immediately after you successfully perform a payment through the Platform. Invygo will also provide you with an invoice issued by the Vendor to your attention in relation to the Lease Payment and Additional Fees (if applicable) upon receipt of any such payment.

8.10 Move Billing Date feature and its fee:

8.10.1 Clients subscribed to the Monthly subscription plans are allowed to move their billing date once per calendar month free of charge. Any additional billing date changes requested within the same month will incur a fee of AED 40 per change.

8.10.2 Any change in billing date resulting from the use of the “Car Swap” feature shall not be considered a “Move Billing Date.” Since a Car Swap constitutes a new booking, the Move Billing Date count will be reset upon activation of the new booking.

8.10.3 Clients who are in a forced collection phase —which arises when one or both of the following conditions are met: (i) having an unpaid monthly subscription fee past the renewal date, in which case the forced collection phase begins the following day; and/or (ii) having outstanding add-on charges of AED 1,000 or more that remain unpaid for seven (7) days— will still be permitted to move their billing date. However, this does not affect or delay any ongoing collection process or the Client’s obligation to settle outstanding amounts.

8.11 The Platform Fee is payable monthly and in advance, and is non-refundable once the Client has been enabled to access the Vehicle and to benefit from the Platform services during the billing cycle, regardless of the extent to which the Client used or drove the Vehicle during that cycle, and without prejudice to any right of refund prescribed by law. Invygo may amend the Platform Fee for future periods after notifying the Client in advance of the amended fee and its effective date. Any increase shall not apply to a billing cycle that commenced before the effective date of the amendment. The Client’s continued use of the Platform services after the effective date of the amended fee constitutes acceptance of it for subsequent periods, and a Client who does not wish to accept the amended fee may terminate its subscription before the effective date in accordance with these Terms and the Vehicle Lease Agreement, without bearing the increase.

8.12 Renewal and price review: subject to the laws and regulations governing vehicle rental and vehicle rental brokerage activity in the United Arab Emirates, the Client may, upon entering into the subscription, elect to request renewal of the Weekly or Monthly subscription for a further period of the same duration and cadence, provided that the Vehicle Lease Agreement is renewed following the Vendor’s approval and in accordance with the applicable statutory procedures and requirements. Weekly renewal shall be for one week, Monthly for one month, a three-month subscription for three months, a six-month subscription for six months, and a nine-month subscription for nine months, unless the Client requests non-renewal or the return of the Vehicle before the end of the current term in accordance with these Terms and the Vehicle Lease Agreement. Daily subscriptions do not renew automatically.

Invygo may review the price proposed for the new term before renewal, provided that the Client is notified of the amended price in advance. The amended price shall not apply to the current contractual term. The amended price shall take effect for the subsequent renewal term after the Client’s acceptance and completion of the renewal of the Vehicle Lease Agreement in accordance with the statutory requirements.

Where the Client has requested the return of the Vehicle or non-renewal and then fails to return it on the specified date, that shall not of itself constitute a renewal of the Vehicle Lease Agreement, and the provisions on late return of the Vehicle shall apply in accordance with clause (9-13) and within the limits of the mechanism prescribed in the laws and regulations governing vehicle rental activity in the United Arab Emirates. As for “Subscribe-to-Own” subscriptions, their renewal and re-pricing shall be in accordance with the relevant Vehicle Lease Agreement and in a manner that does not contravene the applicable laws and regulations.

8.13 Minimum contract term: unless otherwise stated in the Confirmation Order and the Vehicle Lease Agreement, the minimum term for a Monthly subscription shall be two (2) months, provided that this term is expressly specified in the Vehicle Lease Agreement and the Confirmation Order and is agreed to by the Client in accordance with the laws and regulations governing vehicle rental and vehicle rental brokerage activity in the United Arab Emirates. Where the Client returns the Vehicle before completing the minimum term, the prescribed early return fees and early termination fees shall apply, as the case may be, in accordance with the calculation mechanism set out in clause (9) and as disclosed to the Client in the Vehicle Lease Agreement and the Confirmation Order. In no event shall the amount calculated for any single monthly cycle exceed the value of one full Monthly Lease Payment, and this is without prejudice to the statutory provisions relating to agreed compensation.

9. Cancellations of Confirmed Reservations and Early Returns

Cancellations of Confirmed Reservations

The fees and amounts set out in this clause are inclusive of value added tax where such tax is due on them in accordance with the tax laws and regulations in force in the United Arab Emirates.

9.1 Free cancellation window: where a Confirmed Reservation is created more than forty-eight (48) hours before the scheduled delivery/handover time, the Client may cancel the reservation without charge within twenty-four (24) hours of the date the reservation was confirmed (the “Free Cancellation Window”), and in that case the Client is entitled to a full refund of the amounts paid in respect of the reservation, without prejudice to any other rights prescribed for the Client under the applicable laws.

9.2 Confirmed Reservation Cancellation Fee: after the expiry of the Free Cancellation Window, the Confirmed Reservation Cancellation Fee shall apply, calculated on the basis of the Reservation Fee disclosed to the Client and according to the time remaining until the scheduled delivery time, as follows: (1) where cancellation occurs more than twenty-four (24) hours before the delivery time, the cancellation fee shall be fifteen per cent (15%) of the Reservation Fee; and (2) where cancellation occurs less than twenty-four (24) hours before the delivery time, the cancellation fee shall be twenty per cent (20%) of the Reservation Fee.

9.3 Late bookings: where a Confirmed Reservation is created within forty-eight (48) hours or less of the scheduled delivery time, the Free Cancellation Window set out in clause (9-1) shall not apply, and the cancellation fees set out in clause (9-2) shall apply from the date the reservation is confirmed, according to the time remaining until the delivery time, provided that the applicable cancellation fees are disclosed to the Client before the reservation is confirmed.

9.4 Cancellation on or after the handover date, or no-show: where the Client cancels the reservation on or after the agreed handover date, or fails to collect the Vehicle at the specified time, the Client shall pay a cancellation fee equal to twenty-five per cent (25%) of the Starter Fee, together with the Daily Rate for each actual day on which the Vehicle was reserved for the Client, from the agreed handover date until the date of cancellation or expiry of the reservation, as the case may be, provided that these fees and their method of calculation are disclosed to the Client in advance.

9.5 Cancellation following inspection of used “Subscribe-to-Own” Vehicles: in respect of a used Vehicle provided under a “Subscribe-to-Own” arrangement, where on inspection the Client identifies a material defect or fault in the Vehicle that was not previously disclosed and that would materially affect the roadworthiness or use of the Vehicle or the Client’s decision to contract, the Client may cancel the subscription within twenty-four (24) hours of the delivery/handover date. Where the material defect or fault is established, the Client is entitled to a refund of the amounts paid in respect of the reservation, unless the Client accepts rectification of the defect, replacement of the Vehicle, or any other alternative solution that is agreed. In that case, the cancellation fees and early termination fees set out in clauses (9-4) and (9-7) shall not apply.

9.6 Refund of reservation payments: where the Client becomes entitled to a refund as a result of cancelling the reservation, the Client may elect to have the refunded amount credited to its Digital Wallet for use in a new reservation within fourteen (14) days, or request its return to the original payment method. The refunded amount shall be net of the cancellation fees applicable under clauses (9-2) to (9-4), any amounts due and deductible under clause (9-16), and any actual bank transfer or refund processing costs, where these are due and have been disclosed. The refund to the original payment method shall be processed within a period not exceeding twenty-one (21) working days, or any shorter period applicable under the applicable laws.

Early Returns

9.7 Early termination of “Subscribe-to-Own” contracts: on early termination of a “Subscribe-to-Own” contract, in addition to the mid-cycle return fees set out in clause (9-8), the disclosed and agreed early termination fees shall apply as follows: (1) where more than twelve (12) months remain of the contract term, an amount equal to one point five (1.5) times the Monthly Lease Payment; or (2) where twelve (12) months or less remain, an amount equal to one Monthly Lease Payment. The administrative fee of one hundred (100) Dirhams provided for in clause (9-11) does not apply to “Subscribe-to-Own” Vehicles. All of the foregoing is without prejudice to the statutory provisions relating to agreed compensation.

9.8 Mid-cycle return and early return before completion of the minimum contract term: where the Client returns the Vehicle before the end of a paid monthly cycle, or before completing the minimum contract term referred to in clause (8-13), whether under a Monthly subscription or a “Subscribe-to-Own” subscription, the actual use for each affected monthly cycle shall be recalculated at the Daily Rate set out in these Terms, being one point four (1.4) times the pro-rata daily value of the Monthly Lease Payment, for each actual day of use in that cycle, provided that the amount calculated for any single monthly cycle shall not exceed the value of one full Monthly Lease Payment.

In addition, the Platform Fee shall be payable in accordance with clause (9-17) and the applicable early termination fees in accordance with clause (9-7), as the case may be. Where the Client has paid in advance, the difference between the amount paid for the cycle and the amounts payable under this clause shall be refunded to the original payment method within a period not exceeding twenty-one (21) working days, or the shorter period prescribed by law. In the case of post-payment, the Client shall be invoiced for the amount due in accordance with the calculation mechanism set out above.

9.9 Early return of fixed-duration Monthly contracts: Where the Client has committed to a fixed duration of three (3), six (6), nine (9) or twelve (12) months, or a multiple thereof, and returns the Vehicle before completing the agreed duration, the Client’s actual period of use shall be re-priced at the published standard monthly (one-month) subscription rate applicable at the date of contracting, irrespective of the duration completed. The Client shall pay to the Company the price difference, calculated as the difference between the published standard monthly rate and the contracted monthly rate, multiplied by the number of months of actual use (with any partial month counted as a full month). By way of example, where the Client contracted at the nine (9) month subscription rate and returned the Vehicle after completing six (6) months of use, the entire six-month period of use shall be re-priced at the standard monthly subscription rate, and the Client shall pay the difference between the standard monthly rate and the contracted nine-month rate for each of the six months of actual use. This re-pricing mechanism shall apply uniformly to all fixed-duration tiers, provided that the standard monthly rate and the re-pricing mechanism are disclosed to the Client before contracting and are set out in the Confirmation Order and/or the Vehicle Lease Agreement.

9.10 Early return of Daily and Weekly Vehicles: in respect of Daily and Weekly subscriptions, the Client is not entitled to a refund for the unused period on an early return and remains liable for the full contracted amount for the current term. Mid-cycle fees and early termination fees do not apply, without prejudice to any right of refund established for the Client under the applicable laws or as a result of a breach by the service provider or the Vendor.

9.11 Administrative fee: a one-time early-termination administrative fee of one hundred (100) UAE Dirhams shall apply to Weekly and Monthly subscriptions, in consideration of the procedures for processing the early termination and closing the subscription. This fee does not apply to Daily subscriptions or to “Subscribe-to-Own” Vehicles, provided that the fee is disclosed to the Client in advance.

9.12 Extension of Daily subscriptions: a Client on a Daily subscription may request an extension of the Vehicle lease before the end of the current term through the App. The extension is subject to the approval of the Vendor/lessor in accordance with the applicable laws and regulations, and the extension shall be treated as a new lease term at the prevailing price disclosed to the Client at the time the extension is requested. No separate fee applies merely to requesting an extension. Where the prevailing price is higher than the price applicable to the previous term, the new price shall be presented to the Client before the extension is completed, and the Client may choose whether to accept it or return the Vehicle on the specified date.

9.13 Late return and retention of the Vehicle after expiry of the term (Daily and Weekly):

(a) Weekly subscription: where the Client has set a date for returning the Vehicle and does not return it on the specified date and time, and has not requested an extension of the contract or the Vendor/lessor has not approved an extension, the amount payable for the delay shall be calculated in accordance with the mechanism and limits prescribed in the laws and regulations governing vehicle rental and vehicle rental brokerage activity in the United Arab Emirates and the provisions of the Vehicle Lease Agreement. The Client’s mere continued possession of the Vehicle after expiry of the term shall not be treated as an automatic renewal of the Vehicle Lease Agreement.

(b) Daily subscription: Daily subscriptions do not renew or extend automatically. Where the Client does not return the Vehicle at the end of the agreed term and the contract has not been extended in accordance with the statutory procedures, the period of delay and the additional costs shall be calculated in accordance with the mechanism and limits prescribed in the laws and regulations governing vehicle rental and vehicle rental brokerage activity in the United Arab Emirates and the Vehicle Lease Agreement. The Client remains bound by the provisions of the contract relating to possession and return of the Vehicle during the period of delay, and the delay does not of itself create a new lease contract or a renewal of the existing contract.

(c) Failure to return: where the Client continues to possess the Vehicle after expiry of the contract and does not respond to notifications from Invygo and/or the Vendor regarding its return, the Vendor may take steps to repossess the Vehicle in accordance with the Vehicle Lease Agreement and the applicable laws and regulations, and Invygo may coordinate with the Vendor within the limits of its role and authorisation. The Client shall bear the actual and evidenced repossession costs that may lawfully be charged to it.

9.14 Return to the agreed location (Daily and Weekly): where a Client on a Daily or Weekly subscription fails to return the Vehicle to the agreed return location set out in the App and/or the Vehicle Lease Agreement, a fee of one hundred (100) UAE Dirhams shall apply in consideration of the administrative procedures associated with processing a return to a location other than the agreed location, in addition to the late return costs payable by law and any actual and evidenced costs borne by the Vendor in recovering the Vehicle or transporting it to the agreed location, provided that the Client is not charged more than once for the same cost or service.

General

9.15 Refund method: except for amounts that the Client elects to retain in the Digital Wallet in accordance with clause (9-6), amounts due to the Client shall be refunded to the original payment method, net of the fees and amounts due and deductible in accordance with these Terms. The refund shall be processed within a period not exceeding twenty-one (21) working days, or the shorter period prescribed by law, as the case may be.

9.16 Settlement of amounts due before refund: amounts due and established against the Client may be settled and deducted before the refund is released, including toll and road charges, traffic and parking fines, and the Additional Fees payable under clause (8-1), provided that the deducted amounts and the reason for them are set out to the Client. Invygo may set off against the amount due to be refunded within the limits of amounts due to it or which it is authorised to collect on behalf of the Vendor.

9.17 Platform Fee on cancellation or early return: the Platform Fee due remains payable in full for each active subscription month, including the billing cycle during which the cancellation or early return occurs, and is not calculated pro-rata by reason of a mid-cycle cancellation or return, where the Platform services were made available to the Client during that cycle. No Platform Fee shall be charged for any billing cycle commencing after the effective date of termination of the subscription, without prejudice to any right of refund prescribed by law.

9.18 Digital Wallet set-off: Invygo may use any set-off-eligible balance in the Client’s Digital Wallet to settle amounts due and established against the Client under these Terms and/or the Vehicle Lease Agreement, within the limits of amounts due to Invygo or which it is authorised to collect on behalf of the Vendor, provided that the Client is notified of the amount set off and the reason for the set-off.

9.19 Disputes and liability: the Client acknowledges that Invygo acts in the capacity of an intermediary and a provider of Platform services, and that the Vehicle Lease Agreement arises between the Client and the Vendor/lessor. Accordingly, Invygo does not bear the obligations that fall on the Vendor under the Vehicle Lease Agreement, including obligations relating to ownership, condition or maintenance of the Vehicle, or performance of the obligations falling on the Vendor under the lease contract, unless Invygo has expressly undertaken any of them.

The foregoing does not prejudice Invygo’s liability for its own obligations under these Terms, or for the services it provides directly to the Client, or for any liability that may not lawfully be excluded or limited. The Lease Payments and the rights and obligations arising from them are subject to the Vehicle Lease Agreement, and Invygo does not bear liability for refunding amounts due to the Vendor except within the limits of amounts that Invygo has collected or administered and for which it is responsible for refunding under these Terms or the applicable laws.

Where the Client has any query or objection relating to a cancellation, a reservation, or fees administered by Invygo, the Client may contact Invygo through the support channels approved on the Platform.

10. Third-Party Content

10.1 By using the Service, Clients will be able to access the Third-Party Content and a Client’s use of the Service is consent for Invygo to present the Third-Party Content to that Client. Clients acknowledge all responsibility for and assume all risk for their use of the Third-Party Content.

10.2 As part of the Service, Invygo may provide you with convenient links to third party platform(s) as well as other forms of Third-Party Content. These links are provided as a courtesy to Service subscribers. We have no control over third party platforms or content or the promotions, materials, information, goods or services available on them. We are not responsible for any Third-Party Content accessed through our Platform. If you decide to leave the Platform and access Third Party Content, you do so at your own risk and you should be aware that our Terms and Conditions and policies no longer govern.

10.3 This Agreement does not authorize you to distribute, publicly display, publicly perform, make available, alter, or otherwise use any Third-Party Content.

11. Intellectual Property

11.1 Invygo retains ownership of all intellectual property rights of any kind related to the Platform and Service, including applicable copyrights, patents, trademarks and other proprietary rights. Other trademarks, service marks, graphics and logos used in connection with the Platform and the Service may be the trademarks of other third parties. This Agreement does not transfer from us to you any Invygo or third-party intellectual property, and all right, title, and interest in and to such property will remain (as between the parties) solely with us. We reserve all rights that are not expressly granted to you under this Agreement.

11.2 Specifically, Invygo, Invygo.com, and all other trademarks that appear, are displayed, or are used on the Platform from time to time or as part of the Service are registered trademarks of Invygo; and may not be copied, downloaded, reproduced, used, modified, or distributed in any way without prior written permission from Invygo.

11.3 If you believe that any material located on or linked to by Invygo violates your copyright, please notify us. We will terminate a User’s access to and use of the Platform if, under appropriate circumstances, the User is determined to be a repeat infringer of the copyrights or other intellectual property rights of Invygo or others without necessary rights and permissions.

12. Email Communications

We use email and electronic means to stay in touch with our Clients. For contractual purposes, Clients (i) consent to receive communications from Invygo in an electronic form via the email address they have submitted or via the Platform; and (ii) agree that all Terms and Conditions, agreements, notices, disclosures, and other communications that Invygo provides to them electronically satisfy any legal requirement that such communications would satisfy if it were in a physical writing or traditional mailing; and (iii) without prejudice to clause no.12(i) and no.12(ii), Clients undertake to comply with clause no. 16.5 for any notification purposes.

13. Termination

13.1 If you wish to terminate this Agreement, you may simply discontinue using Invygo. If you wish to delete your Account data, please contact Invygo at support@invygo.com or via the Platform. We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements, and we will delete your full profile to the extent possible (if applicable).

13.2 Users may delete their Account using the Platform or App if they have not used their Account to obtain a Vehicle Lease, or once 60 days have elapsed from the successful return of the last Vehicle leased by the User if they have previously obtained a Vehicle Lease. Notwithstanding anything to the contrary, Users agree and acknowledge that Invygo reserves the right to disable a User’s ability to delete his Account if the User has any outstanding payment owed to Invygo or a Vendor under this Agreement and/or the Vehicle Lease Agreement.

13.3 Invygo may terminate your access to all or any part of the Platform at any time, with or without cause, with or without notice, effective immediately.

13.4 Termination of your relationship with Invygo does not affect your relationship with any Vendor you have retained through the Invygo’s Service. All legal, contractual, and ethical duties, obligations and responsibilities survive termination of the Invygo relationship.

13.5 All provisions of this Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Platform Fees remain due until the termination date unless explicitly waived by Invygo.

13.6 Recall of Vehicles: the relevant Vendor may, in accordance with the Vehicle Lease Agreement and the applicable laws and regulations, request the return or recall of any Vehicle provided under a “Subscribe-to-Own” arrangement, after notifying the Client within a reasonable period where such notice is required and possible in the circumstances. Invygo may, in its capacity as intermediary, coordinate with the Vendor regarding the return or recall of the Vehicle, or carry out the procedures on its behalf, within the limits of the authorisation granted to it and in accordance with the relevant laws and regulations.

Where the return or recall of the Vehicle is requested for a reason not attributable to the Client’s fault or breach, Invygo and the Vendor shall, according to their respective responsibilities, use reasonable efforts to provide the Client with a suitable replacement Vehicle. Where a replacement Vehicle cannot be provided, or the Client does not accept it for a reasonable reason, the amounts paid in advance for the period during which the Client did not have the benefit of the Vehicle shall be refunded to the Client, after settlement of any amounts due from the Client, to the original payment method and in accordance with the refund provisions set out in these Terms.

14. Disclaimer of Warranties

14.1 Invygo makes no representation or warranty that the information we provide or that is provided through the Service is accurate, reliable or correct; that the Service will meet your requirements; that the Service will be available at any particular time or location, that the Service will function in an uninterrupted manner or be secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components. You assume full responsibility and risk of loss resulting from your use of information, content or other material obtained from the Vendor or Service.

14.2 You are solely responsible for all of your communications and interactions with Vendors, as applicable, and with other persons with whom you communicate or interact as a result of your use of the Services. You understand that Invygo is not required to screen or inquire into the background of any Vendors or Vehicle Lease, nor does Invygo make any attempt to verify the statements of Vendors. Invygo makes no representations or warranties as to the conduct of Vehicle Lease. Invygo has no control over and does not guarantee the existence, quality, freshness, safety, or legality of any Vehicle Lease advertised by Vendors; the ability of Vendors to undertake the Vehicle Lease; or that the Vendor Service will be available at any particular time, or location. Invygo does not warrant or guarantee that any Vehicle Lease offered through the Platform will meet a Client's requirements. You agree to take reasonable precautions in all communications and interactions with Vendors, and with other persons with whom you communicate or interact as a result of your use of the Services, particularly if you decide to communicate via other means than the Services or to meet in person.

15. Release and Indemnification

15.1 You agree to indemnify and hold harmless Invygo from and against any and all claims, demands, actions, losses, damages, assessments, charges, liabilities, costs and expenses (including without limitation lawyers’ fees, penalties, interests or loss of profits) made by a Vendor or any third party and which may at any time be suffered or incurred by, or be assessed against, Invygo, directly or indirectly, as a result of your (i)use of the Platform and the Service or your violation of this Agreement or the contractual relationship (or as a result of the termination of such contractual relationship) between you and the Vendor; (ii) any injury, accident, physical or property damage, loss of profit, property or business reputation, or otherwise that may be caused by you as a result of use of any Service and/or Vehicle Lease; (iii) errors, mistakes, or inaccuracies of your User Content, and/or information available on or through the Platform, or (iv) your unauthorized access to or use of our servers and/or any and all personal information stored therein, and/or any interruption or cessation of transmission to or from our servers, and/or any bugs, viruses, trojan horses, or the like, which may be transmitted by you to or through the Platform, and/or (v) failure or delay in the execution of any transactions through the Platform and/or the Services or, (vi) dispute, conflict or disagreement between Users in connection with any Vehicle Lease, Lease Payment, Additional Fees or cancellation of any Confirmed Reservation or Vehicle Lease,; (vii) failure to ensure that the Vendor is lawfully licensed in the UAE and maintains the required government approvals to perform the Vendor Services.

15.2 If you have a dispute with one or more Vendors, you release Invygo from any and all claims, demands and damages (actual and consequential) or losses of every kind and nature, arising out of such disputes.

15.3 The Client agrees that Invygo and each Vendor jointly and severally have the power to file and pursue lawsuits against the Client in respect of any claims, demands, actions, losses, damages, fines, charges, liabilities, costs and expenses which have been suffered or incurred by Invygo and/or Vendor, directly or indirectly, and that have been caused by the Client as a result of the Client’s use of any Service and/or Vehicle Lease.

15.4 The Client further agrees that in the event a Vendor obtains a court judgment in its favour in respect of a lawsuit filed against Invygo in relation to any claims, losses, damages, fines, charges which have been caused by the Client, Invygo shall be entitled to file a lawsuit against the Client and recover any amount that Invygo had to pay the Vendor as a result of the original lawsuit filed by the Vendor against Invygo.

15.5 You agree that in no event will Invygo be liable, responsible or otherwise, to you or to third parties for any damages or losses that may arise from (i) the failure, interruption or disruption of any service to maintain your access to the Platform or the Services, regardless of whether the service is provided by Invygo or a third party or (ii) the quality, accuracy, timeliness, speed, reliability, performance of any Vendor, Vendor Service or Vehicle Lease and/or the Platform, completeness or delays, breach, omissions, or interruptions in the delivery of any Vehicle Lease or Vendor Services (including without limitation any breach by the Vendor of any obligation) or (iii) errors, mistakes, or inaccuracies of any Content and/or information available on or through the Platform, or (iv) any unauthorized access to or use of our servers and/or any and all personal information stored therein, and/or any interruption or cessation of transmission to or from our servers, and/or any bugs, viruses, trojan horses, or the like, which may be transmitted to or through the Platform by any third party, and/or (v) any failure or delay in the execution of any transactions through the Platform and/or the Services or, (vi) any dispute, conflict or disagreement between Users in connection with any Services, Vehicle Lease, Lease Payment, Additional Fees or cancellation of any Confirmed Reservation or Vehicle Lease; and (vii) any refund, loss of profits, loss of business reputation (whether incurred directly or indirectly), any injury or accident or physical or property damage or health issues or otherwise that may occur to a Client as a result of use of any Vendor Service.

16. Miscellaneous

16.1 Governing Law: This Agreement between a Client and Invygo and any access to or use of the Platform or the Service by a Client are governed by the laws of the United Arab Emirates. Any dispute which may arise between the Client and Invygo pertaining to the implementation or interpretation of this Agreement shall be amicably settled, failing which the courts of Dubai shall be the competent authority to settle the same, without prejudice to any right a Client who is a consumer may have under applicable law to bring proceedings before the courts of the Emirate in which the Client resides.

16.2 Severability: If any part of this Agreement is held invalid or unenforceable, that part of the Agreement will be construed to reflect the parties’ original intent. The remaining portions will remain in full force and effect. Any failure on the part of Invygo to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.

16.3 Assignability: Invygo may assign or delegate its rights or obligations under these Terms and Conditions and/or the Invygo’s Privacy Policy, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any of your rights or obligations under the Terms and Conditions or Privacy Policy without Invygo’s prior written consent, and any unauthorized assignment and delegation by you shall be considered as null and void.

16.3.1 The Client acknowledges and agrees that the Invygo Platform operates as an intermediary platform for arranging vehicle rental transactions between the Client and the lessor or the owner of the Vehicle, and that the contractual relationship governed by these Terms and Conditions is limited to the services provided through the Invygo Platform and the rights and obligations of Invygo arising from them, independently of the Vehicle Lease Agreement and the lease relationship arising from it.

16.3.2 Upon the Client’s acceptance of these Terms and Conditions, the Client gives prior and express consent to Invygo’s right to transfer or assign, in whole or in part, its position in this contractual relationship and the rights and obligations of Invygo arising from it, including the brokerage and Platform services, the subscriptions, the consideration and fees payable to Invygo in accordance with the price displayed and agreed through the Platform, billing and collection, the Digital Wallet balance, and any amounts, compensation or financial claims due to Invygo or arising from the Client’s breach of these Terms and Conditions, to any legal entity owned or managed by Invygo, or to any other legal entity that Invygo deems appropriate, without the need to obtain any further or subsequent consent from the Client, subject to the relevant statutory requirements and licences.

16.3.3 This transfer or assignment does not include the Vehicle Lease Agreement, the lease relationship arising from it, or the rights and obligations of the lessor under that agreement. The lease relationship shall remain independent of the contractual relationship of the Invygo Platform governed by these Terms and Conditions.

16.4 Notices to Clients: Reports, statements, notices and any other communications may be transmitted by Invygo to Clients via the email address specified by them in their Account. All communications and notices shall be deemed to be duly served to a Client when electrotonically sent by Invygo to the Client to the email address specified in the Client’s Account.

16.5 Notices to Invygo: Reports, statements, notices and any other communications may be transmitted by the Client to Invygo at support@invygo.com. All communications and notices shall be deemed to be received or served (as applicable) to Invygo when electrotonically received by Invygo at support@invygo.com.

16.6 Headings: The headings and captions in this Agreement are for convenience only and in no way define or describe the scope or content of any provision of this Agreement.

16.7 Gender Neutral: Wherever used herein and required by the context, the singular number shall include the plural, the plural shall include the singular number, and the use of either gender shall include both genders and the words “hereof” and “herein” and “hereafter” shall refer to the entire Agreement and not to any provision or section.