Terms of use.

Welcome, and thank you for your interest in Morelay (“Morelay”, “we”, “us”) and our coordination platform available at morelay.com. The following Terms of Use are a legally binding agreement between you and Morelay regarding your access to and use of the Morelay website, applications, dashboards, APIs, and related features (collectively, the “Service”).

The terms “you” and “your” refer to any individual, travel agency, destination management company, corporate planner, fleet operator, chauffeur company, or other organisation that registers for or uses the Service.

Morelay is a coordination layer. Through the Service we introduce travel partners (who are arranging ground transport on behalf of their clients) to vetted local suppliers who actually provide that transport. The contract for any transport service is between the travel partner (or its end client) and the supplier — Morelay is not the carrier and does not itself transport passengers.

Please read these terms carefully. By creating an account, accessing the Service, or submitting a booking through Morelay, you confirm that you have read, understood and agreed to these Terms, the Privacy Policy, and any additional terms incorporated by reference. If you do not agree, please do not use the Service.

You must be at least eighteen (18) years old to use the Service. By accepting these Terms you represent and warrant that:

• you are at least eighteen (18) years of age;
• you have not previously been suspended or terminated from the Service;
• your registration and use of the Service complies with all applicable laws and regulations.

If you are using the Service on behalf of an entity, organisation or company (a “Subscribing Organisation”), you confirm that you are an authorised representative with the power to bind that organisation to these Terms. In such cases, “you” refers to your Subscribing Organisation and any person authorised to use the Service on its behalf.

Morelay provides a coordination layer that enables travel partners to request, route, monitor and reconcile ground-transport bookings with vetted suppliers in our network. Suppliers post their service capabilities, vehicles, coverage and pricing on the platform; Morelay presents that capability to travel partners and routes each booking to a suitable supplier in the relevant city or region.

Morelay acts solely as an intermediary between travel partners and suppliers in respect of the underlying transport service. The commercial relationship for each ride — including the carriage contract, driver conduct, vehicle standard and on-the-day execution — exists between the booking party and the supplier performing the transport. Morelay’s responsibility is the integrity of the coordination layer: routing, vetting, monitoring, escalation, and accountability.

Transparency and trust between all parties are central to the way we operate. These Terms therefore form the basis of the relationship between you and Morelay, and apply to all use of the Service — including all bookings routed through Morelay, all coordination carried out on your behalf, and all associated tooling.

Any general terms and conditions of a supplier or a travel partner shall only become part of the contract where their applicability has been expressly agreed in writing by Morelay.

To access most features of the Service you must register an account. When you register you may be asked to provide information about yourself or your organisation (such as your business email, phone number, operating territory and credentials). You agree that the information you provide is and will remain accurate and up to date.

You are solely responsible for maintaining the confidentiality of your account and password and for all activity that occurs under your account. If you have any reason to believe your account is no longer secure, you agree to notify us immediately at [email protected].

Your registration with Morelay entitles you to use the technical resources we make available to you in support of the bookings you coordinate or fulfil through the Service.

You are obliged to provide Morelay with true and complete information at all times and to keep it up to date. Information that is shared with you for the purpose of coordinating a ride (in particular the contact details of a supplier, driver or end passenger) is processed only on behalf of and for the purposes of Morelay and may not be passed on to uninvolved third parties.

You also agree:

• not to bypass or modify any security measure of the Service, whether yourself or via third parties;
• not to copy, modify, reverse engineer, decompile or distribute the software made available to you through the Service;
• not to use the Service in any way that impairs, overloads or damages it, or that jeopardises the purpose for which it is provided;
• to safeguard your username and password and to inform Morelay immediately of any suspected unauthorised use; and
• not to bypass Morelay when concluding contracts with suppliers introduced through the Service.

If you do not comply with these obligations, Morelay may temporarily or permanently exclude you from individual functions or the Service as a whole in order to prevent misuse.

Provision of services

Through Morelay, travel partners can route ground-transport bookings to suppliers in our network. After a booking is accepted, identifying information necessary for the journey is exchanged between the relevant parties — typically the assigned driver’s name and telephone number, the supplier’s reference details and, for the passenger side, basic contact data sufficient to enable the supplier and driver to perform the ride.

Limits of the service

The Service does not include internet access. You are responsible for maintaining the connectivity, system requirements and configuration of your own devices. Vehicle imagery shown on the platform is for illustration only and may vary between markets.

Reconciliation and settlement

Where Morelay is contracted to manage commercial reconciliation between travel partners and suppliers, payments are processed against the price agreed at the time of booking via our payment partners. Specific payment terms — including currency, settlement frequency and chargeback handling — are governed by the separate commercial agreement signed with each travel partner and supplier.

Pricing for each booking is presented at the time of request and is based on the rates supplied by the relevant supplier and the commercial terms agreed with the travel partner.

Unless explicitly stated, road and bridge tolls, parking fees, airport access charges and statutory waiting-time charges are excluded and may be charged separately by the supplier. Any extras or additional requests made on the day of travel may incur additional cost.

Settlement between Morelay, travel partners and suppliers operates on the cycles set out in your commercial agreement (typically bi-weekly or monthly). Card-issuer fees, FX-conversion fees and any charges applied by your bank or payment provider are not refundable by Morelay.

From time to time we run promotions or volume incentives. The specific terms of any such promotion will be set out at the time it is offered.

Please ensure that all information provided at the time of booking — pickup point, drop-off, passenger names and contact, flight numbers and any special requirements — is accurate. Neither Morelay nor the supplier is responsible for incorrect information provided at the time of booking.

A booking is provisionally accepted when Morelay returns a confirmation reference and is fully confirmed once the assigned supplier has accepted the job. The driver will be at the pickup location and time confirmed in the booking. The driver may contact the named passenger ahead of the pickup, or the passenger may reach the driver via the contact details provided in the confirmation.

Map and route information shown in the platform is a preliminary guide. Actual distance, duration and route may vary depending on conditions on the day and the route chosen by the driver.

Conduct during the journey

All passengers are responsible for their conduct in the vehicle. A cleaning charge may be applied if the vehicle is damaged, stained or otherwise negatively affected. Eating, drinking and smoking are not permitted. Children must be secured appropriately for their height, weight and age. The number of passengers may not exceed what is permitted by the vehicle’s licensing and insurance.

Cancellation

Cancellation and rescheduling windows are set out in the commercial agreement with the relevant travel partner and reflect the supplier and vehicle category. Where no specific window is agreed, the default time limit for cancellation or rescheduling without charge is 24 hours before the scheduled pickup time. After the applicable window has passed the full fare may be charged.

Reasonable changes to pickup time arising from delays to inbound flights, trains or coaches will be accommodated where the supplier is notified promptly. In all cases, please notify Morelay of any changes as early as possible.

You may modify a booking through the platform or by contacting operations. Changes to the booking details may affect the price and are subject to supplier availability. After the cancellation window has expired, no change will be possible without forfeiting the booked fare in line with the cancellation terms set out in your commercial agreement.

You are solely responsible for ensuring that any modification is processed in time.

The passenger should be at the agreed pickup location at least 15 minutes prior to the confirmed pickup time, or as otherwise agreed with the supplier. The estimated arrival time provided is for guidance only — it does not entitle anyone to compensation if the journey takes longer than estimated due to traffic or other conditions outside the supplier’s reasonable control.

If the booking is not cancelled in line with the agreed cancellation window and the passenger does not present at the pickup (“no-show”), no refund will be due.

If the supplier fails to arrive and has not made contact, please make alternative arrangements as needed and notify Morelay as soon as possible (at the latest within three working days). Where the failure is the supplier’s fault, the booking will be refunded in full.

Airport pickups are carried out from designated pickup points at the relevant airport. If an alternative pickup point is appropriate the supplier or driver will inform the passenger before pickup.

Standard service does not include the driver entering the arrivals hall to meet the passenger. “Meet & Greet” is a separate service available on request and may carry an additional charge, including parking. Where the driver is required to enter the car park to drop off a passenger, additional car-park charges may apply.

Passengers may carry baggage within the quantity and size limits of the vehicle class booked. Oversized baggage and special items (golf bags, skis, instruments, etc.) must be declared at the time of booking and may incur additional charges or require a vehicle upgrade.

A supplier may charge for or refuse to carry undeclared excess baggage where space is unavailable.

Additional passengers must be declared at the time of booking, since vehicle class is selected on the basis of the total occupancy. Where numbers change after booking, the supplier may need to substitute the vehicle, may charge for the upgrade, or may decline to carry the additional passengers. Please contact operations as soon as you know your final passenger count.

Special requests — including VIP escort and meet-and-greet services — are subject to the supplier’s ability to accommodate them. We cannot guarantee that any specific request will be met. Where a special request is accepted, additional charges may apply.

All children and infants count as occupants of the vehicle and must be included in the total passenger count at the time of booking. Local rules on child seats vary; please check the regulations of the country in which the journey is taking place.

Suppliers will endeavour to provide child seats where requested (and, where applicable, where they have been paid for at the time of booking), but provision is subject to availability.

We and our suppliers are not specialist accessible-transport providers, but we will use reasonable endeavours to meet stated requirements. Please flag any accessibility needs at the time of booking so that an appropriate vehicle and driver can be assigned.

Different suppliers have different minimum lead times. For last-minute bookings, the time required between request and pickup will depend on the supplier in the relevant market. Operations will confirm whether a same-day or imminent pickup can be coordinated.

If any provision (or part of any provision) of these Terms is found by any competent court or authority to be illegal, invalid or unenforceable, that provision (or part) will be struck out and the remainder of these Terms will continue to apply as if the offending provision (or part) had never been agreed.

These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them, shall be governed by and construed in accordance with the laws of the State of Wyoming, United States of America. Subject to the dispute-resolution section below, the parties agree to submit to the exclusive jurisdiction of the courts of the State of Wyoming.

Because the carriage contract is between the booking party and the supplier, day-of-travel issues should be raised with the supplier in the first instance — the supplier’s contact details are on the booking confirmation.

For anything related to the coordination layer itself — routing, escalation, reconciliation or service quality — please contact Morelay operations as soon as possible. Any reconciliation-related complaint should reach us within three working days of the relevant ride.

We take the security of you and your information seriously. Our practices are described in full in our Privacy Policy. Where personal data (including names and contact details) is shared with a supplier or driver, it is used solely for the performance of the booking and is retained only for the period necessary to fulfil it and to support related reconciliation.

Limited licence granted to Morelay

By posting User Content (for example, fleet listings, photographs, coverage notes, supplier profile information or feedback) you grant Morelay a worldwide, non-exclusive, transferable, royalty-free, irrevocable right and licence to host, transmit, display, reproduce, modify, distribute and otherwise use that User Content in whole or in part, in any media, for the purpose of operating and improving the Service. You retain all copyright and other proprietary rights in the User Content you post.

Representations and warranties

You are solely responsible for your User Content and for the consequences of posting it. By submitting User Content you confirm that:

• you are the creator and owner of the User Content, or have the necessary licences, consents and permissions to use it and to authorise Morelay to use it as described above; and
• your User Content does not infringe, violate or misappropriate the rights of any third party (including intellectual property, privacy, publicity or other proprietary rights), is not defamatory or unlawful, and does not contain malicious code.

Disclaimer

We have no obligation to edit or control User Content. We may, in our sole discretion, investigate and remove any User Content that does not comply with these Terms, at any time and without notice.

Subject to the following provisions of this clause, and except for death or personal injury caused by Morelay’s negligence, our liability for loss or damage caused by our negligence (or that of our servants, agents or vicarious agents) and arising out of or in connection with the Service shall be limited as follows:

• in relation to the Service generally, our liability shall not exceed USD 100;
• in the case of lost or damaged goods (including passenger luggage), our liability shall not exceed USD 100 unless a higher value has been declared in advance and accepted in writing by Morelay.

Morelay’s liability is otherwise limited to the compensation of the typically foreseeable damage in the case of negligence. In the event of slight negligence, Morelay shall only be liable if it has breached an obligation whose fulfilment is essential to the proper performance of the contract.

Morelay does not assume liability for the correctness or completeness of information transmitted through the platform from one party to another in due time and unchanged form, or for the timely receipt of such information by the recipient. Morelay is not responsible for loss of data on your systems — it is your responsibility to back up regularly.

To the maximum extent permitted by law, in no event will Morelay (or any party involved in creating, producing, operating or delivering the Service) be liable for any incidental, special, consequential or punitive damages, whether based on warranty, contract, tort (including negligence), statute or any other legal theory, arising from (i) your access to or use of, or inability to access or use, the Service; or (ii) any third-party transport service obtained through the Service. You expressly acknowledge that Morelay is not liable for the conduct of other users or of third parties.

By using the Service, you agree not to:

• rent, lease, loan, sell, resell, sublicence, distribute or otherwise transfer the licences granted in these Terms or any Materials;
• post, upload or distribute any content that is defamatory, libellous, inaccurate, unlawful, threatening, abusive, harassing, obscene, hateful, racially or ethnically offensive, or otherwise objectionable;
• impersonate any person or entity, misrepresent your affiliation with a person or entity, access another user’s account without authorisation, or engage in any other fraudulent activity;
• remove any copyright or other proprietary notices from the Service or any User Content;
• send unsolicited offers, promotions or spam to other users of the Service;
• use the Service for any unlawful purpose or in violation of any applicable law (including those governing intellectual property, data protection or privacy);
• collect personal information about other users or third parties without their consent;
• remove, bypass, disable or interfere with any security feature of the Service;
• reverse engineer, decompile or disassemble any part of the Service, except to the extent expressly permitted by applicable law; or
• interfere with or damage the operation of the Service or any other user’s use of it (for example by uploading viruses or other malicious code).

If you breach any of these Terms, your permission to use the Service will automatically terminate. We may suspend or terminate your access to and use of the Service and any associated accounts at any time without notice, including (i) where we determine in our sole discretion that such action is reasonable to comply with legal requirements or to protect the rights or interests of Morelay or any third party; or (ii) in connection with any general discontinuance of the Service. We also reserve the right to modify the Service at any time without notice.

You may close your account at any time by contacting [email protected]. If you terminate your account you will remain liable for all outstanding fees and charges in respect of your prior use of the Service.

The Service is owned and operated by Morelay. The visual interfaces, graphics, design, compilation, information, source and object code, products, software, services and all other elements of the Service provided by Morelay (collectively, the “Materials”) are protected by copyright, trade-dress, trademark and other intellectual property laws. Except for User Content posted by users, all Materials in the Service are the property of Morelay or its licensors. Trademarks, service marks and trade names are the property of Morelay or its licensors. Except as expressly authorised by Morelay, you may not sell, licence, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorised use of the Materials.

You agree that you are personally responsible for your use of the Service and you agree to defend, indemnify and hold harmless Morelay and its officers, directors, employees, consultants, affiliates, subsidiaries and agents from and against any and all claims, liabilities, damages, losses and expenses (including reasonable legal and accounting fees) arising out of or in any way connected with: (i) your access to, use of, or alleged use of the Service; (ii) your breach of these Terms or any representation, warranty or agreement referred to in them, or of any applicable law or regulation; (iii) your violation of any third-party rights, including any intellectual property, publicity, confidentiality, property or privacy rights; or (iv) any dispute or matter between you and any third party.

In the interest of resolving disputes between you and Morelay in the most expedient and cost-effective manner, you and Morelay agree that all disputes arising in connection with these Terms shall be resolved by binding arbitration. Arbitration is more informal than litigation: it uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery, and may be subject to limited review by a court. Arbitrators may award the same damages and relief that a court may award. Our agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based on contract, tort, statute, fraud, misrepresentation or any other legal theory, and whether the claims arise during or after the termination of these Terms. By entering into these Terms, you and Morelay each waive the right to a trial by jury or to participate in a class action.

These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire and exclusive understanding and agreement between you and Morelay with respect to the Service and may only be modified by a written agreement signed by both parties’ authorised representatives. You may not assign or transfer these Terms or any of your rights, in whole or in part, without our prior written consent. We may assign these Terms at any time without notice. A failure to require performance of any provision shall not affect our right to require performance at any time thereafter, and a waiver of any breach shall not constitute a waiver of any subsequent breach. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect as far as possible and the remaining parts will remain in full force and effect.