VII. PENALTIES
7.1 The penalties set out in these terms and conditions and the procedure for imposing them constitute a contractual penalty system, the specific types and amounts of penalties of which arise from the cooperation agreement and the valid price list.
7.2 By signing the cooperation agreement, the Lessee confirms that he has familiarised himself with the valid list of penalties and agrees to its application throughout the entire rental period.
7.3 The penalties listed in the terms and conditions and the price list are deemed to be penalties agreed in advance between the Parties within the meaning of §§ 158–159 of the LOA.
7.4 Payment of a penalty does not release the Lessee from the obligation to compensate the Lessor for all additional losses not covered by the penalty, including repair, downtime, transport and administrative costs.
7.5 The Lessee must pay the penalty indicated in the price list, inter alia, for the following breaches (the list is not exhaustive):
7.5.1 damage to or loss of the Vehicle, its parts, accessories, or keys;
7.5.2 smoking in the Vehicle;
7.5.3 a dangerous, careless, or traffic-rule-violating driving style;
7.5.4 an improperly dirty condition of the Vehicle exceeding the scope of normal use;
7.5.5 driving the Vehicle under the influence of alcohol (0.00+ ‰) or narcotic or psychoactive substances, as well as refusal to take a test, or if the Lessee allowed a person in such a condition to drive the Vehicle;
7.5.6 misappropriation, theft, or loss of the Vehicle or property belonging to it;
7.6 The Parties confirm that the penalties set out in these terms and conditions are economically justified and proportionate to the Lessor’s actual costs and business risks. The purpose of the penalty is not to punish the Lessee, but to cover the Lessor’s direct and indirect costs, including logistics, downtime, administrative, vehicle reallocation, provision of a replacement vehicle, personnel and transport costs. The amounts of penalties have been set based on the Lessor’s customary costs in handling breaches and the business risk arising from vehicle downtime. Therefore, the penalties comply with §§ 158–159 of the LOA and are not unreasonable or excessive.
VIII. SPECIAL PROVISIONS ON PENALTIES
8.1 Contractual penalties are imposed and calculated in accordance with the valid price list and these Standard Terms. The penalties indicated in the price list are pre-agreed contractual penalties between the Parties within the meaning of §§ 158–159 of the LOA and are applied automatically upon detection of the respective breach.
8.2 The Lessor has the right to change penalty amounts and types only by amending the price list. Amendments to the price list shall be notified to the Lessee at least two full weeks in advance, except where the amendments are more favourable to the Lessee.
8.3 Imposition of a penalty does not preclude compensation for damage to the extent not covered by the penalty, but no double punishment is applied for the same breach. Payment of a penalty does not release the Lessee from the obligation to compensate all additional costs, including repair, downtime, towing, transport and administrative costs.
8.4 The Lessee is also liable for the acts of persons whom he permitted to drive or use the Vehicle. Penalties apply also where the breach was committed by a driver authorised by the Lessee or another person for whose acts the Lessee is liable as for his own.
8.5 Penalties apply separately for each breach if the breaches are distinguishable in time and substance. Each breach is considered an independent basis for imposing a penalty.
8.6 The Lessee is obliged to pay the penalty within seven (7) calendar days from issuance of the penalty invoice, unless a shorter term is set out in the price list. The penalty invoice is deemed received upon sending to the e-mail address specified in the Agreement.
8.7 If the Lessee fails to pay the penalty by the due date, the Lessor has the right to:
A) apply default interest of 0.1% of the unpaid penalty amount for each day of delay;
B) set off the unpaid penalty and default interest against the Lessee’s security deposit;
C) suspend the right to use the Vehicle until full payment of the penalty and default interest;
D) demand reimbursement of all collection costs (incl. reminder fees, debt collection costs, court costs, bailiff fees).
IX. ASSESSMENT OF DAMAGE. HANDLING OF DAMAGE
9.1 The Lessee is responsible for ensuring that the Vehicle is always parked lawfully and in compliance with traffic regulations. The Lessee shall compensate all parking and traffic violations committed during the rental period, regardless of whether the violation was committed by the Lessee himself or by a driver authorised by the Lessee.
9.2 The Lessee shall ensure that the Vehicle is parked in a safe location that prevents damage to the Vehicle. The Lessee is liable for damage arising from improper or careless parking of the Vehicle (incl. damage, vandalism, theft, flooding, technical failures).
9.3 The Lessee is obliged to return the Vehicle with at least the same amount of fuel as at the time of handover. If the Vehicle is returned with a lower fuel level, the Lessor has the right to charge the Lessee an additional fee in accordance with the valid price list.
9.4 If the Lessee uses an incorrect type of fuel (e.g. incorrect octane rating, mixing petrol/diesel, failure to add AdBlue), the Lessee shall be fully liable for all related direct and indirect costs, including towing, draining of the tank, repair costs and additional service costs.
9.5 The Lessee is obliged to monitor the fuel level of the Vehicle and ensure that the Vehicle is not used in a situation where the fuel level may cause technical damage (e.g. air entering the fuel system of a diesel engine). In the event of such a breach, the Lessee shall be liable for all damage caused.
9.6 The costs of electric charging of the Vehicle (if the rental vehicle is a hybrid or an electric vehicle) shall be borne by the Lessee, unless otherwise provided in the cooperation agreement or the price list. Damage resulting from an incorrect charging method, incorrect charging station or improper actions shall be compensated by the Lessee in full.
9.7 If the rental vehicle becomes unusable due to a technical failure or traffic accident not caused by the Lessee’s fault or negligence, and the Lessor is unable to provide the Lessee with an equivalent replacement vehicle within a reasonable time, no rental fee shall be charged to the Lessee for the period during which the Vehicle could not be used. The fee exemption does not suspend or extend the mandatory rental period—the mandatory rental period continues during the fee exemption. The calculation of the mandatory rental period continues and is deemed fulfilled in accordance with clause 1.13 of the cooperation agreement even if the Lessee temporarily lacked the possibility to use the Vehicle for reasons not attributable to the Lessor.
X. MISDEMEANOUR FINES, TAXES AND FEES
10.1 All disputes arising from this Agreement, the Standard Terms or the use of the rental service shall be resolved primarily through negotiations between the Parties. The Lessee is obliged to submit a complaint or claim in a form reproducible in writing, and the Lessor shall respond within five (5) working days.
10.2 If the Parties fail to reach an agreement through negotiations, disputes shall be resolved under the laws of the Republic of Estonia. All court disputes shall be resolved in Harju County Court, unless the law provides for mandatory special proceedings or different jurisdiction.
10.3 The Lessor has the right to initiate accelerated payment order proceedings or enforcement proceedings without additional prior notice if the Lessee breaches payment obligations or other monetary obligations.
10.4 In resolving disputes, the cooperation agreement, the Standard Terms, the Special Terms, the TSK Terms, the Surety Agreement, bonus campaign annexes (incl. “New Driver”), the Handover and Acceptance Report, the valid price list, all annexes and special agreements forming part of the Agreement, and the legislation of the Republic of Estonia shall apply. All the aforementioned documents constitute a single agreement.
XI. LESSOR’S LIABILITY
11.1 The Agreement is concluded for an indefinite term, unless a specific expiry date or a minimum usage period is stipulated in the cooperation agreement or special terms. The Lessee undertakes to comply with the minimum period specified in the Agreement and may not terminate the Agreement before the end of the minimum period without the Lessor’s written consent. The exact length of the minimum period, the calculation method and the description of the notice obligation arise from the cooperation agreement and prevail over this annex.
11.2 The Lessee has the right to terminate the Agreement by notifying the Lessor at least two (2) full weeks in advance in a form reproducible in writing. The notice period begins on the working day following receipt of the notice at the Lessor’s official e-mail address.
11.3 Termination of the Agreement does not release the Lessee from the obligation to pay the rental fee for the minimum period, the rental fee for the rental period until the actual return of the Vehicle, already accrued payment obligations, penalties or damages. All fees are calculated until the actual return of the Vehicle and signing of the handover and acceptance report.
11.4 The Lessor has the right to terminate the Agreement extraordinarily with immediate effect and without a notice period if:
A) the Lessee materially breaches payment obligations or exceeds the debt limit;
B) the Lessee breaches these Standard Terms, the cooperation agreement or legislation;
C) the Lessee uses the Vehicle in a prohibited or dangerous manner;
D) the Lessee or an authorised driver causes damage intentionally or through gross negligence;
E) the insurer terminates or suspends the insurance cover of the Vehicle due to the Lessee’s breach.
Extraordinary termination by the Lessor under this clause shall be deemed termination by the Lessee and does not release the Lessee from any contractual obligations, including payment of the minimum period fee, notice-period-related fees, accrued rental fees, penalties, cost compensations and all costs related to the return of the Vehicle. All such obligations remain in force regardless of the manner and reason for termination.
11.5 Extraordinary termination of the Agreement entitles the Lessor to:
A) demand immediate return of the Vehicle;
B) suspend or block the right to use the Vehicle;
C) take back the Vehicle from the location under the Lessee’s control;
D) demand compensation for all incurred costs and damages.
11.6 The Lessee is obliged to return the Vehicle to the Lessor at the earliest opportunity after termination of the Agreement, in compliance with the return requirements set out in Chapter IV. Delay in return or unauthorised possession of the Vehicle is deemed a material breach and results in penalties or compensation for damage in accordance with the Standard Terms and the valid price list.
11.7 Signing of the handover and acceptance report at the time of return does not constitute termination of the Agreement and confirms only the factual return of the Vehicle. The Agreement remains in force until a notice of termination submitted by one Party has been delivered to the other Party and until all obligations arising during the validity of the Agreement have been fully performed. Conclusion of a new cooperation agreement between the Parties does not release either Party from obligations arising under the previous Agreement; all obligations arising under the previous Agreement must be fully performed regardless of the existence of a new Agreement. Return of the Vehicle does not release the Lessee from any contractual or financial obligations; obligations arising during the validity of the Agreement remain in force after termination until fully performed. During the validity of this Agreement, the Lessee has the right to use other available vehicles belonging to the Lessor’s fleet without concluding a new agreement, provided that the use of each vehicle is documented by a separate handover and acceptance report and carried out in accordance with the valid terms.
11.8 Termination of the Agreement does not release the Lessee from the obligation to pay the rental fee for the minimum period in full regardless of use or early return of the Vehicle, nor from payment of the notice period rental fee (two full weeks) in full even if the Vehicle is returned during the notice period or the Lessee ceases using the Vehicle. All such fees remain the Lessee’s obligation also where the Agreement is terminated extraordinarily or due to the Lessee’s breach, and termination does not affect the obligation to perform obligations and settle debts accrued prior to termination.
11.9 Taking back the Vehicle by the Lessor due to the Lessee’s breach of the Agreement, non-performance of payment obligations or other breaches is deemed termination of the Agreement at the Lessee’s initiative with all related consequences. In such case, all contractual obligations remain with the Lessee, including payment of the minimum rental period fee, the notice period fee, unpaid rental fees, penalties and incurred damages.
XII. SERVICE PRICES. ADDITIONAL FEES. PAYMENT TERMS
12.1 The weekly rental fee of the rental vehicle is determined and agreed between the Parties at the time of handover of the Vehicle and recorded in the handover and acceptance report, which may be signed digitally or by handwritten signature. The rental fee indicated in the handover and acceptance report forms the basis of the Agreement throughout the rental period, unless the Parties agree otherwise in writing.
12.2 The rental fee determined in the handover and acceptance report applies only to payment for a full rental week. A full rental week is the period from Monday at 10:00 until Monday of the following week at 10:00.
12.3 Sunday is a free-of-charge usage day, but is included in the rental period and does not suspend or extend the calculation of the rental period. The free Sunday applies only if the Lessee pays the full rental week fee in full in accordance with the price indicated in the handover and acceptance report and does not apply in calculating a partial rental week. The cost of each 24-hour period (10:00–10:00) of a partial rental week equals one fifth (1/5) of the full rental week fee indicated in the handover and acceptance report.
12.4 The Lessee undertakes to pay the Lessor an advance payment for each full calendar rental week in accordance with the amount specified in the handover and acceptance report, either by bank transfer to the Lessor’s bank account (or another account designated by the Lessor’s representative) with the appropriate reference “car rental + vehicle number”, or in cash at the Lessor’s office located at Lasnamäe 30a, Tallinn. The bank or cash payment must be made no later than Tuesday of the current week by 16:00.
12.5 The rental fee and other amounts arising from the use of the rental vehicle must be paid on time. In the event of late payment, the Lessee shall pay default interest of 0.1% of the unpaid amount for each calendar day of delay.
12.6 The Lessor has the right to set a maximum debt limit for the Lessee for the use of rental services.
The Lessor has the right to increase the debt limit unilaterally at any time by notifying the Lessee.
The debt limit shall not be reduced or cancelled unless the Parties agree otherwise in writing.
12.7 The debt limit is EUR 240. Upon exceeding this limit, the Lessor may suspend the provision of the rental service if the Lessee has breached payment obligations on multiple occasions and has been given at least two prior written notices (SMS or e-mail). The Lessor shall then grant the Lessee seven (7) days to fulfil the obligations. The Agreement shall be deemed materially breached if the Lessee fails to fulfil the obligations within the specified period. The seven-day period set out in this clause is a special provision and replaces the general cure period provided in clause 12.5 of the Standard Terms.
12.8 Weekly rental payments are based on the Agreement and its annexes (including the handover and acceptance report). Invoices issued to the Lessee are for informational purposes only, do not affect the occurrence of the payment obligation or its deadlines, and are used for accounting purposes to reflect the calculation of the past period.
12.9 The Lessor prepares and issues an invoice for the past period or week with a delay of up to two (2) weeks. The invoice provides an overview of the fulfilment of obligations and is used for accounting purposes.
12.10 The Lessor issues invoices to the Lessee for all penalties, additional fees and other amounts indicated in the price list in accordance with applicable legislation.
12.11 The Lessee acknowledges and unconditionally agrees that at the time of preparing an invoice, the Lessor may not have complete, accurate or up-to-date information on all obligations arising during the invoicing period. Due to delays in data transmission, human error, technical failures, non-receipt of information, failure to enter data into the system, the Lessor’s internal processes or agreements between the Parties of which the invoice issuer may not have been aware, certain amounts or transactions may be missing from the invoice, or amounts reflected in the invoice may not correspond to the actual circumstances.
The Lessee expressly and unconditionally agrees with the Lessor’s right to make justified corrective entries to the Lessee’s balance immediately upon receipt of the relevant information, provided that the Lessor has indisputable evidence of the lawfulness of such corrections. Such evidence includes, but is not limited to, vehicle repair and maintenance invoices, penalties, notices from public authorities, service centre documents, payment documents, platform reports and data (incl. Bolt, Forus), handover and acceptance reports, internal service notes, and other documents or data objectively confirming the actual circumstances. Corrective entries may increase or decrease the Lessee’s obligations depending on the proven facts and shall be reflected in the Lessee’s subsequent invoices.
The Lessee also expressly agrees that the amount indicated on an invoice is not final and does not constitute an independent payment obligation. The Lessee’s actual obligations arise from the Cooperation Agreement, the Standard Terms, the Special Terms, handover and acceptance reports, the valid price list, the list of penalties, the TSK Terms and other documented facts, including, but not limited to, penalties, repair invoices and service provider documents. If any discrepancies arise, the Lessee’s obligations shall be corrected in accordance with the actual circumstances, and the Lessee undertakes to pay all amounts corrected on the basis of such circumstances, including amounts determined after issuance of the initial invoice.
12.12 If all services have been fully paid, the notice sent to the Lessee shall state that the payable balance is EUR 0.00. Otherwise, the outstanding balance and accrued default interest shall be indicated.
12.13 If the Lessee fails to pay for the services on time and does not do so within the additional period set by the Lessor, the Lessor has the right to transfer the claim to a debt collection agency or assign it to a third party. The Lessor may transfer the Lessee’s personal data to persons and institutions permitted by law for the purposes of debt collection and administration.
12.14 All amounts payable by the Lessee to the Lessor shall be allocated in the following mandatory order:
12.14.1 Penalties and default interest
First, all penalties, contractual penalties, default interest and other sanctions shall be allocated, including parking and traffic fines and penalties arising from breaches of contractual terms.
12.14.2 Other amounts, taxes and fees payable to the Lessor
Second, all other amounts shall be allocated, including vehicle cleaning and special cleaning fees, damage assessment fees, repair, evacuation, transport, administrative and logistics costs, deductions from the security deposit, TSK payments and other costs indicated in the price list or the Agreement.
12.14.3 Prior outstanding debt for services rendered
Third, all outstanding debts from previous periods for rental fees, TSK payments, additional service fees and other obligations shall be allocated.
12.14.4 Current rental fee
Finally, the current week’s rental fee shall be allocated in accordance with the handover and acceptance report and the payment schedule.
12.14.5 Use of the security deposit
The security deposit is not a rental fee. The Lessor has the right to use the security deposit in full or in part to cover the amounts specified in clause 12.14.
12.14.6 Validity of TSK coverage
TSK coverage is valid only if the amounts specified in clauses 12.14.1–12.14.3 have been fully paid and the current week’s TSK payment has been paid on time in accordance with the TSK Terms.
12.14.7 Mandatory and final allocation order
This payment allocation order is mandatory and final and applies regardless of the information or instructions provided in the Lessee’s payment order. The Lessor has the right to set off payments only in the order specified in this clause.
12.15 Prerequisite for payment of the security deposit
12.15.1 The security deposit must be paid in full before allocation of other payments.
12.15.2 If the security deposit has not been paid in full, all payments made by the Lessee shall first be allocated to cover the shortfall of the security deposit, regardless of the explanation in the payment order.
12.15.3 Only after full payment of the security deposit shall the payment allocation order set out in clause 12.14 apply.
12.16 Lessee’s consent to the use of unpaid funds to cover debt
12.16.1 By signing the Cooperation Agreement, the Lessee gives his explicit and written consent that if the Lessee incurs a debt to the Lessor arising from the Cooperation Agreement (including unpaid rental fees, default interest or other monetary obligations), the Lessor has the right to submit a request to the customer support of taxi order platforms (Bolt, Forus, Uber, etc.) to use the Lessee’s earned but not yet paid-out funds to cover the Lessee’s debt obligations.
12.16.2 Such funds may be used only in accordance with the official procedures of the platform and only in the event of the existence of a debt.
12.16.3 The Lessor has no direct access to the Lessee’s account (Bolt, Forus, Uber, etc.) and no right to dispose of the Lessee’s income. All use of unpaid funds takes place exclusively through the official procedures of the taxi platform.
12.16.4 The Lessor undertakes to use such funds solely for the set-off of the Lessee’s contractual obligations. At the request of the Lessee or the service provider, the Lessor shall provide the relevant calculation and explanation.
12.16.5 The consent applies if the Lessee has a debt to the Lessor and the Lessee’s account on the respective platform is linked to the Lessor’s fleet. Use of the Lessor’s Vehicle by the Lessee is not required in this case.
12.16.6 The Parties may specify or extend the scope of the consent by written agreement.
12.17 Lessee’s consent to temporary restriction of payouts
12.17.1 By signing the Cooperation Agreement, the Lessee gives his irrevocable written consent that in the event of a debt, the Lessor has the right to submit a request to taxi order mediation platforms for the temporary restriction of the Lessee’s payouts in such a manner that the Lessee’s earned income is paid out once per week on the first working day of the week.
12.17.2 The sole purpose of the restriction is to ensure repayment of the Lessee’s existing debt in accordance with the Cooperation Agreement and the Standard Terms and to prevent an increase of the debt.
12.17.3 The Lessor has no right to apply the restriction if the Lessee has no outstanding debt.
12.17.4 The Lessee confirms that the said consent is given voluntarily and for the purpose of economic activity and does not grant the Lessor the right to dispose of the Lessee’s income or provide access to the Lessee’s account on taxi order applications.
12.17.5 Such temporary restriction does not conflict with the Lessee’s economic activity, does not prevent the performance of driving work and does not contradict the terms of use of any taxi platform.
12.17.6 The restriction shall be lifted automatically after full repayment of the debt or full performance of a payment schedule agreed between the Parties in writing.
12.17.7 This consent is given within the meaning of § 12 (1) and § 15 (1) of the LOA.
12.18 Additional 25% surcharge intended to cover debt
12.18.1 If the Lessee incurs an unpaid debt for the rental period, an additional payment of 25% (“surcharge”) shall be applied to the cost of the next full rental week for the purpose of partial repayment of the debt.
12.18.2 The surcharge is calculated solely on the base rental price indicated in the handover and acceptance report, i.e. before application of bonuses and discounts (base price = weekly rental price fixed in the report without any discount).
12.18.3 The surcharge is not a contractual penalty but a reasonable and proportionate economic measure that helps to gradually reduce the debt and mitigate the business risk arising from the rental relationship.
12.18.4 Application of the surcharge does not preclude the calculation of default interest or performance of other contractual obligations.
12.18.5 The surcharge applies automatically each week until the debt has been fully paid.
XIII. TERMINATION OF THE AGREEMENT
13.1 The Lessee has the right to terminate the Agreement after fulfilment of the minimum period specified in the Agreement by notifying the Lessor in writing in accordance with the conditions described in clause 1.14 of the Cooperation Agreement.
13.2 Upon termination of the Agreement, the Lessee is obliged to return the rented Vehicle on the basis of a handover and acceptance report executed in the presence of the Parties.
13.3 Upon return of the Vehicle, the Parties shall carry out a joint inspection and record the condition of the Vehicle, any defects and discrepancies compared to the initial handover and acceptance report. Recording of defects shall be performed using photo or video material.
13.4 The Lessor has the right to terminate the Agreement extraordinarily on the same day if at least one of the following breaches occurs:
13.4.1 the Vehicle was driven by a person who had no right to do so;
13.4.2 the Vehicle is used for purposes for which it is not intended;
13.4.3 the driver was under the influence of alcohol (over 0.00‰) or narcotic substances; also where the Lessee consumed alcohol after a traffic accident before clarification of the circumstances of the incident or avoids intoxication testing;
13.4.4 the Lessee caused damage to the Vehicle intentionally or through gross negligence (incl. dangerous or careless driving style, serious violation of traffic regulations);
13.4.5 careless and dangerous driving;
13.4.6 the Lessee leaves the scene of an accident;
13.4.7 the Lessee fails to comply with instructions of the police or other competent authorities;
13.4.8 use of the Vehicle for the commission of a criminal offence;
13.4.9 the Lessee fails to notify the Lessor, the police or the Rescue Board of a traffic accident;
13.4.10 the Lessee breaches payment obligations and the debt exceeds EUR 240 and the Lessee has not paid the debt within the additional seven (7) day period granted by the Lessor;
13.4.11 the Lessor has the right to terminate the Agreement extraordinarily under § 316 of the Law of Obligations Act if the Lessee has been granted a written period of at least seven (7) days to remedy the breach;
13.4.12 if the Lessee fails to remedy the breach within the deadline, the Agreement is deemed terminated after expiry of the deadline;
13.4.13 the Lessor has the right to terminate the Agreement without granting a new deadline if the Lessee has, within the preceding 12 months, performed obligations only after expiry of an additional deadline on at least two occasions;
13.4.14 the Lessee materially breaches the terms of the Agreement and/or continues the breach and/or poses a danger to other Lessees, clients, society or the Lessor;
13.4.15 other cases arising from legislation.
13.5 The rental agreement terminates upon the death of the Lessee.
XIV. SPECIAL TERMS FOR PERFORMANCE OF THE COOPERATION AGREEMENT
14. Special terms within the framework of performance of the cooperation agreement and provision of the rental service
14.1 This chapter sets out the detailed procedure for vehicle use, maintenance, technical requirements, inspection, return, breaches, debt limit, notifications, suspension of vehicle functionality, removal of the Vehicle, compensation for damage, sanctions and other obligations related to the provision of the rental service in connection with performance of the cooperation agreement.
14.2 All provisions of this chapter apply irrespective of whether an identical obligation also arises from the Cooperation Agreement, and where both documents contain an identical provision, they apply in parallel, except in the case of a direct conflict, in which case the Cooperation Agreement prevails.
14.1 Use of the Vehicle, technical and maintenance requirements
14.1.1 The Lessee is obliged to use the Vehicle with due care, comply with all traffic, technical condition and safety requirements, perform all obligations set out in the Agreement, the Standard Terms and legislation, and avoid abuse, misuse or neglect of the Vehicle.
14.1.2 The Lessee must ensure regular maintenance and technical inspections of the Vehicle in accordance with the Lessor’s instructions, immediate notification of all technical faults or dangerous indicators, precise compliance with instructions in the event of a traffic accident, technical failure or other loss event, and daily inspection of the Vehicle prior to use, including checking tyre pressures, warning indicators, fluid levels and visible damage.
14.1.3 Obvious faults must be immediately recorded and transmitted to the Lessor in a reproducible form, and failure to provide proper notification is deemed a breach.
14.1.4 The Lessee may not order repair works or technical interventions independently or through third persons; all repair works are organised solely by the Lessor, and unauthorised repair results in the penalties set out in the Standard Terms, full compensation of repair costs and, where applicable, termination of TSK coverage.
14.2 Return of the Vehicle, inspection and delivery for maintenance
14.2.1 The Lessee is obliged to comply with all requirements for inspection and return of the Vehicle in accordance with the Cooperation Agreement and the Standard Terms, present the Vehicle for inspection upon first request, return the Vehicle at the agreed time and place, and return the Vehicle together with the keys, documents and all equipment.
14.2.2 Return without a handover and acceptance report is deemed a breach, and the Lessee is liable for all detected damage until proven otherwise.
14.2.3 Unauthorised abandonment is deemed to occur where the Lessee leaves the Vehicle at a location not previously agreed with the Lessor, fails to notify the Lessor of the Vehicle’s location and does not respond to the Lessor’s contacts for at least two (2) hours. Abandonment is primarily determined on the basis of the Lessor’s GPS data, location logs and system notifications; GPS data are deemed primary and reliable evidence. To document abandonment, the Lessor may use photo and video recordings, GPS logs, platform data, vehicle door and ignition openings, calls and written contacts with the Lessee. In the event of abandonment, the Lessee bears the obligation to provide evidence rebutting the Lessor’s determination; the burden of proof to the contrary rests with the Lessee. Abandonment results in application of the penalty set out in these terms, evacuation and transport costs and all related administrative costs in full.
14.2.4 The Lessee is liable for abnormal wear in accordance with the Estonian Leasing Association guideline “Guideline for Determining Natural and Unnatural Wear of Vehicles”.
14.3 Debt limit, breaches and notification procedure
14.3.1 In the event of a material breach, the provisions of clause 2.16 apply.
14.3.2 In the event of a breach, the Lessor issues an initial notice, grants a deadline to remedy the breach, may apply default interest, penalties and cost compensation, may suspend vehicle functionality and may initiate removal of the Vehicle.
14.3.3 All notices are sent to the Lessee’s official e-mail address and are deemed received 24 hours after dispatch.
14.3.4 Failure to remedy a breach entitles the Lessor to remove the Vehicle, demand performance of all outstanding obligations during the entire rental period and deem the breach a basis for termination of the Agreement in accordance with the procedure set out in the Standard Terms and clauses 1.13 and 1.14 of the Cooperation Agreement.
14.4 Suspension of Vehicle functionality and removal
14.4.1 The Lessor has the right to suspend Vehicle functionality, including applying remote immobilisation, if a material breach, non-payment, exceeding the debt limit, breach of the return obligation or prohibited use of the Vehicle is detected.
14.4.2 Suspension of functionality resulting from the Lessee’s fault and arising from failure to perform contractual obligations does not release the Lessee from payment of the rental fee or other contractual obligations.
14.4.3 The Lessor has the right to take back the Vehicle independently, order a tow truck, perform technical removal actions and use all means compliant with legislation.
14.4.4 All costs of removal, evacuation, transport, storage, technical intervention and administration of the Vehicle shall be reimbursed by the Lessee in full.
14.5 Material breach as termination
14.5.1 If a breach corresponds to the provisions set out in clauses 1.13–1.14 of the Cooperation Agreement, the breach shall be deemed termination by the Lessee, and the Lessee is obliged to pay the entire minimum rental period fee, the notice period fee, accrued rental fees, penalties, cost compensations and all costs related to return of the Vehicle.
14.5.2 An Agreement terminated due to a material breach does not extinguish the collectability of any fees, and the Lessee remains liable after termination of the Agreement.
14.6 Use outside the territory of the Republic of Estonia
14.6.1 The Lessee is prohibited from taking or using the Vehicle outside the territory of the Republic of Estonia without the Lessor’s prior written consent.
14.6.2 In the absence of consent, a contractual penalty of EUR 500 shall apply, together with full reimbursement of all return, evacuation, transport and logistics costs, possible termination of TSK coverage, and treatment of the breach as a material breach.
14.7 GPS and data processing
14.7.1 The Vehicle may be equipped with GPS and other telematics devices, and the Lessor may process the relevant data for the purpose of performance of the Agreement, detection and prevention of breaches, handling of loss events, recovery of claims and for court proceedings.
XV. TERMS OF BONUS CAMPAIGNS
15.1 The Lessee confirms consent to participate in bonus campaigns organised by the Lessor, the timing, duration, content and terms of which are determined by the Lessor at its sole discretion and which may be amended, temporarily suspended or terminated without the Lessee’s prior consent.
15.2 The Lessee agrees that, in applying bonus campaigns, the Lessor may make corrective entries to the Lessee’s balance if the Lessee does not submit objections within a reasonable time; such entries are deemed accepted by the Lessee.
15.3 The Lessee acknowledges and agrees that granting bonuses is not a contractual obligation of the Lessor and that bonuses are granted solely on the basis of the Lessor’s business discretion and as a voluntary benefit.
15.4 A prerequisite for activation of a bonus campaign is the timely and full payment by the Lessee of the previous week’s rental fee and partial repayment of debt obligations set out in this Agreement in accordance with clauses 3.4 and 3.5 of the Cooperation Agreement.
15.5 The Lessee confirms that calculation of bonuses does not reduce the rental fee, does not grant the Lessee any monetary or proprietary claim against the Lessor, is not subject to set-off and is not considered counter-performance, and that non-calculation of a bonus does not constitute a breach of the Agreement.
15.6 Bonuses are not considered a promise of remuneration or benefit within the meaning of § 25 of the Law of Obligations Act, and fulfilment of bonus conditions does not create a subjective right of the Lessee to demand a bonus.
XVI. FINAL PROVISIONS
16.1 The Lessor has the right to update these terms by notifying the Lessee in writing at least fourteen (14) days in advance to the e-mail address specified in the Agreement. Amendments enter into force after expiry of the minimum period specified in the Agreement or on a later date indicated in the notice.
The Lessee has the right, in the event of disagreement with the amendments, to terminate the Agreement until expiry of the minimum period specified in the Agreement.
16.2 The Lessee is deemed duly notified on the day following dispatch of the e-mail to the address specified in the Agreement, regardless of whether the Lessee opened the notice or not.
16.3 The Lessor has the right to assign, in whole or in part, the rights and obligations arising from this Agreement to a third party by notifying the Lessee in writing by e-mail. The Lessee’s consent is not required for such assignment.
16.4 All disputes between the Parties shall be resolved in a competent court of the Republic of Estonia according to the registered seat of the Lessor.
16.5 These terms shall be interpreted and applied in accordance with the law of the Republic of Estonia.
16.6 The Lessee may contact the Lessor with questions regarding the terms at the e-mail address or telephone number specified in the Agreement.
16.7 The Lessee is obliged to notify the Lessor in writing of any change of contact details within twenty-four (24) hours. Failure to notify renders the Lessee liable for all resulting consequences, and all notices sent by the Lessor to the previous contact details are deemed received.
ANNEX No. 1 – PENALTIES AND DAMAGE COMPENSATION
A. If the Vehicle is handed over to the Lessee clean inside and outside and washed, the Lessee undertakes to return the Vehicle in the same condition.
If the Vehicle is returned unwashed or uncleaned, the Lessee is obliged to pay:
— EUR 60 for the need for exterior washing;
— EUR 180 for the need for interior cleaning;
— EUR 40 for the need for boot cleaning.
All the above amounts are contractual penalties and do not depend on actual costs.
B. If the Vehicle requires chemical cleaning, the Lessee is obliged to pay a contractual penalty of EUR 360.
C. For smoking in the Vehicle (including e-cigarettes, vaporizers and other vaping devices), the Lessee is obliged to pay a contractual penalty of EUR 500.
D. For driving the Vehicle under the influence of alcohol (over 0.00‰), narcotic or psychotropic substances, as well as where the Lessee consumes alcohol after a traffic accident before clarification of the circumstances or avoids intoxication testing, the Lessee is obliged to pay a contractual penalty of EUR 2,000.
The contractual penalty also applies if the Vehicle was driven by another person whom the Lessee allowed to use the Vehicle.
E. Damage caused by low-quality fuel (water, contamination, incorrect fuel) shall be compensated by the Lessee in full in accordance with the repair invoice issued by the service provider.
F. For loss or non-return of Vehicle documents, equipment parts or kits, the Lessee shall pay a contractual penalty of EUR 250 for each lost or missing item.
G. In the event of loss or damage of keys, the Lessee shall pay all related costs in accordance with the dealer’s invoice, including production of a new key and reprogramming of the alarm system and central locking.
H. In the event of destruction of the Vehicle due to the Lessee’s fault, the Lessee shall pay the Lessor a contractual penalty up to the market value of the Vehicle.
I. If the Vehicle is damaged in a traffic accident due to the fault of the Lessee or a person authorised by the Lessee and the circumstances of the breach correspond to clauses 13.4.1–13.4.9 of the Agreement, the Lessee shall compensate the damage in full.
J. If the Vehicle returned to the Lessor requires repair, the Lessee shall, in addition to repair costs, compensate the loss of income caused by the Vehicle’s downtime.
Lost income is calculated on the basis of the weekly rental fee for the period during which the Vehicle was not available for rental use and was under repair or awaiting repair.