VEHICLE RENTALS TERMS AND CONDITIONS

THESE TERMS AND CONDITIONS ("T&C") are made as of 16 April, 2025 (“Effective Date”) by and between RDC Portal L.L.C, a company registered in Dubai, United Arab Emirates with license No. 1362134, with address at Al Khabeesi ALBAHAR building, Office 101-33, Dubai, United Arab Emirates (“RDC”) and a Vehicle Rental, and designates RDC as Vehicle Rental's non-exclusive agent for marketing the Rental Services and Extras to Customers.

RDC and Vehicle Rental shall be referred to hereinafter each as “Party” or together as “Parties”.

WHEREAS, Vehicle Rental is in the business of providing Rental Services in the Territory; and

WHEREAS, RDC owns and operates the online platforms with a website rent-cars.ae and associated apps through which it provides RDC Services (“Platform”); and

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto have decided to enter into this T&C under the terms and conditions set forth below.

1. Defined Terms; Construction

1.1 The capitalized terms identified below have the following meanings when used in this T&C. Other capitalized terms are defined in the context of this T&C.

“AED” means Emirati Dirham, the official currency of the United Arab Emirates.
“Affiliate” as to a party means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with that Party. “Control” means direct or indirect beneficial ownership of greater than fifty percent (50%) of the voting securities or greater than fifty percent (50%) interest in the income of such entity.
“Cancellation” means that a Customer has made a booking for the Rental Services but cancels it and does not enter into the relevant Rental T&C.
“Extras” means any additional equipment, drivers, products or services that Vehicle Rental may offer to Customers as part of or connected with the Rental Contract.
“No-show” means that a Customer has made a booking for the Rental Services but fails to collect the Vehicle or Extras (if applicable) for any reason.
“Rate(s)” means the pricing provided by the Vehicle Rental for Rental Services and/or Extras, as applicable. This includes the final price payable by Customers, encompassing all compulsory fees and Taxes.
“RDC Data” means Platform and RDC data and information, including data for the calculation of the RDC Commission and all other data related to the performance of the T&C.
“RDC Services” means RDC marketing of the Platform and posting by RDC of the information about Vehicle Rentals’ fleet on the Platform to enable Rental Services and Extras. For the avoidance of doubt, the Parties hereby confirm that RDC Services do not include the following:
- (a) RDC and/or Platform do not provide any payment or billing services and are not connected to or serve as the billing or payment system. All pricing and payment-related information on the Platform is offered for informational purposes only; and
- (b) RDC is not a party to, or involved in, any agreements between Customers and Vehicle Rental, does not monitor the information provided by Customers to Vehicle Rental through the Platform, and does not offer or provide any rental or transportation services.
- (c) RDC isn’t obligated to give equal positioning or visibility to all vehicle rentals, and may at RDC’s full and sole discretion prioritize, highlight, or otherwise feature certain vehicle rentals based on various factors, including Customers’ preferences, vehicle rental performance, or promotional arrangements.
“Rental Contract” means a rental agreement between a Customer and Vehicle Rental for the Rental Services and/or any Extras.
“Rental Payment” means the total amount paid by each Customer for Rental Services and/or Extras inclusive of all applicable fees and Taxes.
“Rental Services” means the car rental services and Extras that Vehicle Rental provides to Customers governed by the terms and conditions set by Vehicle Rental.
“Renting Customers” means a Customer who executes a Rental Contract after visiting the Platform.
“Summary of Terms” means either (i) the document named Subscription Summary of Terms or (ii) Commission Summary of Terms, signed by a Vehicle Rental and RDC and which is incorporated in this T&C fully by reference.
“Taxes” means all taxes, levies, duties, tariffs, imposts, and other charges (including any related penalties and interest) of any kind imposed by any governmental, provincial, state, municipal or local authority, including VAT, income, corporate, capital gains, gross receipts, property, sales, use, excise, car, airport and withholding taxes.
“VAT” means value added tax chargeable in Dubai Emirate, the United Arab Emirates.
“Vehicle Rental” means a vehicle rental company that executes Summary of Terms.
“Territory” means the United Arab Emirates.

1.2 The section headings in this T&C are inserted for convenience only and do not affect the interpretation, scope, or meaning of the sections. Unless the context requires otherwise:
(a) singular includes plural and vice versa;
(b) the words “include”, “includes” and “including” are deemed to be followed by the phrase “but not limited to”, “without limitation” or words of similar import; and
(c) the word “or” has the inclusive meaning (i.e., “and/or”).

2. Subject Matter

Subject to the terms and conditions of this T&C:

2.1 RDC provides RDC Services to Vehicle Rental on the Platform by allowing a Customer to submit a request to Vehicle Rental to book the Rental Services and/or Extras. The RDC Services and Platform are provided on an “AS-IS” basis without warranties of any kind. Vehicle Rental acknowledges and agrees that the placement, visibility, and promotion of Vehicle Rental and its vehicles are subject to RDC’s full and sole discretion and business considerations.
RDC has the right to challenge or decline to post any information provided by Vehicle Rental if it reasonably believes that such information does not comply with any provision of sections 5.4 and/or 5.5 of this T&C.

2.2 All subsequent communications regarding the booking request and/or Rental Services or Extras requested by the Customer will be made directly between the Vehicle Rental and the Customer.

2.3 The Customers will sign direct agreements with Vehicle Rental concerning Rental Services and/or Extras.

2.4 Vehicle Rental will pay RDC the RDC Commission for any Rental Services and/or Extras provided by Vehicle Rental to the Customer. For the avoidance of doubt, if a Customer rents a vehicle different from the one requested through the Platform, Vehicle Rental shall still pay RDC the RDC Commission for such rental.

3. RDC Commission

3.1 The RDC Commission for each Rental Contract is the percentage of each Rental Payment net of VAT as indicated in the Summary of Terms (“Percentage”).

3.2 Vehicle Rental acknowledges and agrees that:
(a) RDC may offer promotions or discounts up to the Percentage amount; and
(b) The Percentage may change from time to time, depending, among other things, on whether Vehicle Rental chooses to participate in any promotions or discounts that RDC may offer on the Platform.

3.3 No later than the third (3rd) day of each calendar month, Vehicle Rental shall send RDC a monthly report (“Monthly Report”) for the previous calendar month detailing:
(i) Rental Services provided; and
(ii) Rental Fees. Vehicle Rental shall keep accurate records of all Renting Customers and the Rental Services provided (“Vehicle Rental Records”).

3.4 Within three (3) days of receipt of the Monthly Report—or if the report is not received within seven (7) days after the end of each calendar month—RDC will send Vehicle Rental a monthly proforma invoice based on RDC Data and the Monthly Report (if received) for the RDC Commission for the previous calendar month.

3.5 The Parties agree to use RDC Data for all purposes of this T&C, including the calculation of the RDC Commission. Any inconsistency between Vehicle Rental Records and RDC Data as indicated in a proforma invoice must be reported to RDC in writing within three (3) days of the invoice date. In the event of a dispute, the affected bookings should be clearly identified and justified. Any discrepancies or disputes raised after three (3) days will not be considered. RDC’s decision regarding any such inconsistencies or disputes is final and binding upon both Parties.

3.6 Regarding the calculation of the RDC Commission, the Parties agree as follows:
(a) If a Cancellation or No-show occurs, neither Party owes any payment to the other in connection with the Cancellation or No-show. However, each Party retains the right to charge the Customer a separate cancellation fee.
(b) If a Customer rents a vehicle different from the one requested via the Platform—whether or not the vehicle is listed on the Platform—Vehicle Rental shall pay RDC the RDC Commission for such rental.

3.7 Vehicle Rental undertakes to pay the RDC Commission no later than ten (10) days following the previous calendar month. All payments are to be made in AED via bank transfer (wire transfer) to RDC’s account or in cash. The RDC Services are deemed paid for when the entire amount of the relevant proforma invoice is credited to RDC’s account or received in cash at RDC’s offices.

4. Subscriptions

4.1 Notwithstanding Section 3 above, RDC may, at its sole discretion, offer Vehicle Rental an option to subscribe to one of its premium listings subscriptions (“Subscription Plan(s)”).

4.2 The Subscription Plans offer the following premium listing options or combinations thereof:
(a) Featured Listing – enhances a Vehicle’s visibility by positioning it above standard listings on all relevant category pages; and/or
(b) Super Boost Listing – enhances a Vehicle’s visibility by positioning it above both standard and Featured listings on all relevant category pages.

4.3 In consideration for the Subscription Plan, Vehicle Rental shall pay RDC a monthly fee at the price displayed for the selected Subscription Plan (“Subscription Fees”). The Subscription Fees will be charged monthly at the beginning of each month.

4.4 Sections 4.1–4.3 provide a limited overview of the Subscription Plans’ terms and conditions. RDC may change these terms, including the Subscription Fees, from time to time at its sole discretion. RDC will update the terms on the relevant webpage when such changes are made. For the latest details, please visit:
https://rent-cars.ae/become-a-partner/.

5. Vehicle Rental Warranties and Undertakings

Vehicle Rental warrants and undertakes that it:

5.1 Possesses—and will continuously maintain—all necessary registrations, licenses, permits, and authorizations required to conduct its business, provide Rental Services and Extras, and comply with its obligations under this T&C.

5.2 Will provide the Rental Services and any selected Extras at the Rates listed on the Platform and in accordance with all applicable laws, regulations, industry guidelines, and codes of practice (including those of the Road and Transport Authority, information privacy, data protection, and safety legislations).

5.3 Will act as the principal under any Rental Contract with Customers and provide the Rental Services and/or Extras in strict accordance with the bookings made via the RDC Services, ensuring a high level of professional service, including:
(a) Ensuring that each vehicle provided is in good condition, clean, roadworthy, fully taxed, insured, and accompanied by any necessary inspection documents or certifications; and
(b) In the event that the reserved class of vehicle is unavailable, supplying a higher class vehicle at the same Rate and without additional charge; and
(c) Promptly and fully investigating any Complaint (from the Customer or RDC) related to this T&C, and taking all reasonable steps requested by RDC to resolve the matter.

5.4 Will regularly input and update all relevant information necessary for providing RDC Services, including but not limited to Vehicle Rental requirements, Rates, availability, and any other details required by RDC or applicable laws and regulations. Vehicle Rental shall ensure that all provided information is accurate, complete, current, and not misleading or fraudulent.

5.5 Is committed to maintaining fair and competitive pricing that accurately reflects market value based on factors such as vehicle type, location, rental period, and any additional services. Vehicle Rental further undertakes to avoid unjustified discounts and to refrain from undercutting competitors’ prices without valid reason, knowing that failure to comply may result in termination by RDC at its sole discretion.

5.6 Will make reasonable efforts not to discredit or speak negatively about RDC (or any member of its group) or engage in any activity that might harm RDC’s name, brand, reputation, goodwill, business, or third-party relationships.

6. Books and Records

6.1 Books and Records: Vehicle Rental shall maintain complete and accurate records (including invoices, purchase orders, bookings, tax information, etc.—collectively “Records”) for the term of this T&C and for at least five (5) years following its termination or expiry, to permit RDC to verify the RDC Commission due.

6.2 Audit Rights: Relevant portions of the Records relating to this T&C, Customers, Rental Services, or Extras shall be open to audit and inspection by RDC’s representatives (at RDC’s cost) during normal business hours after at least five (5) days’ written notice. Vehicle Rental shall reasonably cooperate during such audits. If an understatement is discovered, RDC is entitled to collect the underpaid amount. If any deficiency exceeds five percent (5%), Vehicle Rental will also reimburse RDC for all audit-related costs. This section does not limit RDC’s right to seek injunctive relief or any other remedy available under law or equity.

6.3 Economic Benefits Held in Trust: If Vehicle Rental derives any economic benefit (in any form) from a violation of this section, such benefit shall be deemed the property of RDC, and Vehicle Rental shall promptly deliver the cash value of the benefit to RDC.

6.4 In addition, the Parties agree that in case of violation of Section 5, the provisions of Sections 9.1 and 9.2 (with any required changes) shall apply.

7. Taxes; Expenses

7.1 Each Party shall bear its own fees and expenses (including attorneys’ fees) in connection with this T&C. Except as otherwise provided or agreed in writing, each Party is solely responsible for all Taxes accruing from this T&C.

7.2 If Vehicle Rental is required to withhold any Taxes from payments to RDC under this T&C, Vehicle Rental shall remit and provide RDC with written evidence of such remittance to the relevant taxing authority and pay RDC the remaining amount. Both Parties shall reasonably assist each other, as permitted by law, in reducing withholding taxes or obtaining VAT/tax credits, without exposing either Party to undue liability.

8. Intellectual Property Rights; License

8.1 As between the Parties, all intellectual property related to RDC and/or the Platform and/or RDC Services—including but not limited to software, ideas, inventions, designs, processes, business methods, patents, trademarks, copyrights, images, photographs, databases, customer or vendor lists, marketing materials, and all goodwill associated therewith (“RDC IP”)—is the sole property of RDC. Vehicle Rental shall have no right, title, or interest therein.

8.2 Vehicle Rental undertakes not to republish, distribute, assign, modify, transmit, display, reproduce, license, create derivative works from, transfer, or sell any part of RDC IP without prior written consent from RDC. Any use of RDC IP by Vehicle Rental is limited solely to the performance of this T&C. Should Vehicle Rental breach Section 8.2, the provisions of Sections 6.3, 9.1, and 9.2 (with required changes) shall apply.

8.3 Vehicle Rental hereby grants RDC a non-exclusive, royalty-free, worldwide license to use, reproduce, modify, and distribute any of Vehicle Rental’s intellectual property (including its business name and trademark) solely for the purpose of performing RDC’s obligations under this T&C.

9. Non-Circumvention

9.1 Vehicle Rental shall not, directly or indirectly, circumvent, obviate, or bypass RDC in any way—whether through its own actions or via its Affiliates, agents, or representatives—and agrees to pay RDC 200% (two hundred percent) of any benefit and/or fee acquired in connection with any such violation. This provision does not affect RDC’s right to seek injunctive relief or other remedies under law or equity. Vehicle Rental further acknowledges that the stipulated 200% is held by Vehicle Rental for RDC’s benefit, and shall be delivered within 3 (three) Business Days upon RDC’s demand.

9.2 The Parties agree that the amount due to RDC under this section is not a penalty, but a genuine measure of RDC’s loss resulting from Vehicle Rental’s failure to comply with the non-circumvention obligation.

10. Indemnification

10.1 For clarity, the Parties confirm that Rental Services are the sole responsibility of Vehicle Rental. Should Vehicle Rental fail to provide adequate service, RDC is not liable for any associated losses, damages, costs, or consequential claims.

10.2 Vehicle Rental shall indemnify, defend, and hold harmless RDC—including its directors, officers, staff, employees, independent contractors, agents, successors, heirs, and assigns (each an “Indemnitee”)—from and against any liability, damage, loss, or expense (including reasonable attorneys’ fees and litigation costs, collectively “Losses”) arising from or related to any claims, suits, actions, demands, or judgments in connection with any Rental Service (including tort, warranty, or strict liability claims) and/or any information provided by Vehicle Rental under this T&C, including claims of infringement of third-party intellectual property rights.

10.3 Vehicle Rental shall, to the extent possible, be solely responsible for compensating for any damage to property and/or injury or death caused by the Rental Services. Upon RDC’s request, Vehicle Rental shall defend and, in any event, indemnify RDC against any damages, compensations, and reasonable costs (including attorneys’ fees) as RDC may be ordered to pay by a competent court or by settlement, provided that if RDC wishes to settle any such case, Vehicle Rental is to be kept fully informed and the settlement requires Vehicle Rental’s prior written consent.

11. Confidentiality

11.1 In this T&C, “Confidential Information” means:
(i) the terms and conditions of this T&C; and
(ii) any information concerning this T&C and/or its subject matter, disclosed by either Party (the “Disclosing Party”) to the other (the “Receiving Party”)—whether verbally, electronically, visually, or in written or any other tangible form—including information about clients, contractors, distributors, employees, strategies, business methods, non-public financial information, or pending/proposed business transactions.

11.2 Each Party agrees:
(i) to protect the other Party’s Confidential Information using at least the same degree of care as it protects its own, but in no case less than reasonable care;
(ii) to restrict access to the Confidential Information solely to those Affiliates, officers, directors, employees, contractors, and agents who need such access to perform obligations or exercise rights under this T&C, provided they have executed confidentiality agreements with terms comparable to those herein; and
(iii) not to use or permit the use of the other Party’s Confidential Information except as necessary to perform obligations or exercise rights under this T&C.

11.3 The confidentiality obligations do not apply to information that:
(i) is already known to the Receiving Party without any confidentiality restriction at the time of disclosure;
(ii) becomes publicly known through no wrongful act of the Receiving Party;
(iii) is rightfully received from a third party without any restriction on use or disclosure; or
(iv) is independently developed by the Receiving Party without reference to the other Party’s Confidential Information (with the burden of proof on the Receiving Party).

11.4 Notwithstanding the foregoing, either Party may disclose Confidential Information if required by (i) a court or governmental body (after attempting to secure protective orders) or (ii) applicable law or regulation. In such cases, the Disclosing Party must first notify the other Party and, where practicable, allow time for comments or protective measures.

11.5 The Parties agree that any breach of the confidentiality provisions will cause irreparable harm to the non-breaching Party, entitling it to seek injunctive relief in addition to other legal remedies.

12. Limitation of Liability

NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT OR ANY OTHER AGREEMENT BETWEEN THE PARTIES:
(A) TO THE MAXIMUM EXTENT PERMITTED BY LAW, RDC SHALL NOT BE LIABLE TO VEHICLE RENTAL FOR LOSS OF PRODUCTION, BUSINESS, PROFIT, DATA, USE, OR REVENUE, NOR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, COSTS, EXPENSES, OR LOSSES, WHETHER UNDER CONTRACT, TORT, OR OTHERWISE, EVEN IF SUCH DAMAGES WERE FORESEEABLE;
(B) RDC’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED AN AMOUNT EQUIVALENT TO TWENTY (20) PERCENT OF THE TOTAL RECEIVED VALUE FOR THE RDC SERVICES TO VEHICLE RENTAL DURING THE PRECEDING THREE (3) CALENDAR MONTHS.

13. Additional Representations and Warranties

Each Party further represents and warrants to the other that:

13.1 It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation.

13.2 It has had the opportunity to review and discuss the terms of this T&C with its respective legal counsel and is voluntarily entering into this agreement in exchange for the benefits provided herein. Both Parties acknowledge having been given a reasonable time to review the terms.

13.3 This T&C constitutes a valid and binding agreement enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, rehabilitation, liquidation, preferential transfer, moratorium, and similar laws.

13.4 It will perform its obligations under this T&C ethically, in full compliance with applicable laws, statutes, regulations, industry guidelines, and codes of practice, with a reasonable degree of skill and care.

13.5 The execution, delivery, and performance of this T&C will not result in any conflict or breach of applicable law or any other binding document to which the Party is subject.

13.6 It has full power and authority to execute, deliver, and perform its obligations under this T&C, and all such execution, delivery, and performance have been duly authorized and are proper. The representations and warranties herein are to be considered continuing throughout the term of this T&C, and the Party will, as reasonably required, execute further documents or take further actions to perfect the full intent and meaning of this T&C.

14. Term and Termination

14.1 Term: This T&C becomes effective as of the Effective Date and continues in full force and effect unless terminated as provided in Section 14 or Section 17.

14.2 Termination for Breach: If a Party materially breaches or fails to perform its obligations under this T&C and does not cure such breach (or provide an acceptable plan for cure) within fourteen (14) calendar days after written notice is given by the non-breaching Party, the non-breaching Party may terminate this T&C by prior notice to the defaulting Party.

14.3 Termination for Convenience:
(a) Vehicle Rental may terminate this T&C at its sole discretion, effective only if RDC receives written notice at least ninety (90) days prior to the termination date.
(b) RDC may terminate this T&C at its sole discretion, effective only if RDC sends written notice to Vehicle Rental at least thirty (30) days prior to termination.

14.4 Termination for Insolvency and Assignment: Either Party may terminate immediately by giving written notice if the other Party:
(a) Seeks liquidation, reorganization, dissolution, or winding-up, is insolvent, or makes any general assignment for the benefit of creditors;
(b) Has a petition filed against it (or initiates a petition against itself) under any bankruptcy or insolvency law, which is not dismissed within ninety (90) days;
(c) Has a receiver or similar officer appointed to take possession or control of its assets;
(d) Passes any resolution by its management or stockholders to effect any of the foregoing;
(e) Ceases to operate as a going concern; or
(f) Assigns or transfers any rights or obligations under this T&C without the other Party’s consent.

14.5 Effect of Termination: Upon termination or expiration of this T&C for any reason, Vehicle Rental shall pay RDC all accrued but unpaid fees as specified herein. RDC will prepare a calculation and provide a proforma invoice, with payment due within seven (7) days from the invoice date.

14.6 Survival: The obligations related to payment, as well as the rights and obligations of the Parties under Sections 3.5, 3.6, 3.7, 5.5, 6, 7, 8, 9, 10, 11, 12, 14.5, 14.6, 15.5, 15.6, and 19.1 and 19.4, shall survive the termination or expiration of this T&C.

15. Governing Law and Settlement of Disputes

15.1 This T&C (including Sections 15.2 to 15.8) and any non-contractual obligations arising out of it shall be governed by and construed in accordance with English law, without regard to conflict of law principles that would require application of any other law.

15.2 Any dispute, controversy, or claim arising out of or relating to this T&C – including any question regarding its existence, validity, interpretation, performance, discharge, termination, or remedies – shall first be resolved through negotiations between the Parties.

15.3 Any dispute not resolved within thirty (30) calendar days after notice of dispute is received shall be finally resolved by arbitration at the Dubai International Arbitration Centre (“DIAC”), in accordance with the DIAC Arbitration Rules then in force.

15.4 The legal seat of the arbitration shall be the Dubai International Financial Centre (DIFC), UAE. The venue for conducting the arbitration hearings shall be decided separately by the Parties upon commencement of the arbitration, and may be different from the legal seat. Virtual arbitration hearings may be agreed upon if applicable under the DIAC Rules.

15.5 The arbitration shall be conducted in the English language, and all documents (including any evidence) shall be submitted in the language of the original document with an English translation. One (1) arbitrator shall be appointed jointly by the Parties. Where the DIAC Rules do not specify procedures for a particular situation, the arbitrator shall determine the applicable process in its discretion, and its decision shall be final and binding.

15.6 The Parties agree that arbitration under this section shall be the sole method for resolving disputes. No Party may resort to state courts for dispute resolution, except to enforce or recognize an arbitration award, or to seek injunctive/interim relief.

15.7 The arbitrator shall have the authority to order production of documents as reasonably requested by any Party or by the arbitrator itself, as well as to grant interim relief (including injunctions), all of which shall be deemed final concerning the subject matter.

15.8 Any monetary award rendered by the arbitrator shall be made free of any tax, deduction, or offset. Each Party required to make a monetary payment under an award shall do so within thirty (30) calendar days from the award date or as otherwise directed by the award. The arbitrator may grant any remedy or relief, including declaratory judgment, specific performance, or issuance of an injunction. In all other respects, the Parties shall be governed by the laws of the UAE.

16. Notices

16.1 Subject to Section 16.2, any notices, requests, demands, or communications required or permitted under this T&C must be in writing in English and shall be deemed received:
(i) if delivered in person, on the same day;
(ii) if sent by email or messaging application, upon automated confirmation of delivery or 12 hours after sending (whichever is earlier); or
(iii) if sent by certified mail, three (3) days after posting, addressed to the addresses indicated above or as otherwise designated by a Party in writing. If a Party fails to update its address, notices sent to the old address will be deemed compliant.

16.2 Vehicle Rental acknowledges that RDC may display notices and disclaimers on the Platform in accordance with applicable law.

17. Force Majeure

17.1 Neither Party shall be considered in breach of its obligations under this T&C if performance is prevented in whole or in part by events beyond its control (a “Force Majeure Event”), including but not limited to: acts of God (fires, explosions, earthquakes, droughts, tidal waves, floods), war, invasion, revolution, pandemics, or other unforeseeable events rendering performance impossible. The affected Party must take reasonable steps to mitigate the impact.

17.2 A Party experiencing a Force Majeure Event must notify the other Party in writing no later than five (5) calendar days from the onset of the event, including an estimate of the expected duration. Failure to notify forfeits the right to exemption for non-fulfillment of obligations.

17.3 If a Force Majeure Event lasts longer than thirty (30) calendar days, either Party may terminate this T&C immediately.

18. Relationship between the Parties

The relationship established by this T&C is that of independent contractors. Nothing in this T&C creates an employment, partnership, joint venture, or similar relationship. Neither Party may represent itself as affiliated with the other, nor can either Party create obligations or representations on behalf of the other.

19. Miscellaneous

19.1 Remedies: The remedies provided herein are cumulative and in addition to any other remedies available at law or in equity. A delay or failure to exercise any right or remedy does not constitute a waiver of that right.

19.2 Amendment: RDC may modify or amend this T&C from time to time at its sole discretion.

19.3 Severability: Should any provision of this T&C be held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

19.4 Assignment:
(a) Except in cases of merger, consolidation, corporate reorganization, sale of substantially all assets, stock sale, name change, or similar events, Vehicle Rental may not assign its rights or obligations under this T&C without the prior written consent of RDC. RDC may assign its rights or obligations to any RDC Affiliate without such consent.
(b) Any attempted assignment not permitted by this T&C is void.
(c) This T&C is binding upon and inures to the benefit of the Parties and their respective successors and permitted assigns.

19.5 Nothing in this T&C is intended to confer any rights, remedies, obligations, or liabilities on any person or entity other than the Parties (or their respective successors, heirs, and assigns).

19.6 Entire Agreement:
(d) This T&C, together with the Summary of Terms (including all Exhibits referenced or attached), constitutes the complete agreement between the Parties regarding its subject matter and supersedes all prior communications, representations, or agreements—whether oral or written.
(e) In the event of any conflict between this T&C and the Summary of Terms, the terms of this T&C shall prevail.