General Terms and Conditions

regarding providing service named “Mantra”, issued following section 273, par. 1 of the Slovak Commercial Code

Article I. 

Contractual parties

  1. Provider:
    The Provider is a business entity, established under the law of Slovak Republic, seated in Slovak Republic and subject to its jurisdiction, with the following identification data:
    Name: RED ARROW, s.r.o.
    Seat: Pred poľom 12, 911 01 Trenčín
    ID No.: 50 157 256
    Tax No.: 2120190512
    VAT No.: SK2120190512registred in: Commercial Registry of County court Trenčín, part: Sro, entry No.: 32546/R
    IBAN: SK41 0900 0000 0051 8662 0402
    (hereinafter referred to also as “The Provider”)
  2. Customer:
    The Customer is a business entity with valid business license (hereinafter referred to as “The Customer”), which filled in the registry form at https://mantra-online.eu/register/?lang=en (hereinafter referred to as “The Registration Form”), by which action they expressed their intent to enter into a service-providing contract, following section 269, par. 2 of the Slovak Commercial Code (hereinafter referred to as “The Contract”). The Contract is of a commercial nature and follows Slovak Commercial Code, these Terms and Conditions (hereinafter referred to as “the T&C”) and other applicable laws of the Slovak Republic.
  3. The Provider and The Customer are jointly referred to also as “Parties” in these T&C.
  4. The Customer may be a business entity established in foreign country (not Slovak Republic). In such case, to evaluate their business license, applicable laws of their home country are to be used. Article XII. of these T&C shall not be affected by this point.
  5. Shall The Customer lose their business license, The Customer is mandated to inform The Provider about such event with no delay. Shall The Customer fail to comply with this duty, all costs and/or damages of The Provider, which arise from such misconduct, are to be remedied by The Customer.

Article II.

Introductory provisions

  1. By entering into The Contract, The Provider undertakes to provide to The Customer, under the conditions stated in The Contract and these T&C, services of the freight transport application Mantra (hereinafter referred to as “Mantra”) including access to Mantra (hereinafter referred to as “Access”).
  2. Mantra consists of mobile application, found at https://play.google.com/store/apps/details?id=com.mantra.mobile.mantra (hereinafter referred to as “Mobile App”) and a working interface accessible via an internet browser, found at https://desktop.mantra-online.eu (hereinafter referred to as “Desktop App”).
  3. Desktop App enables The Customer to create these additional Accesses:
    1. Dispatcher
    2. Driver
    3. Vehicle
    4. Trailer
      Note: Main Access of The Customer is in Mantra referred to as “Master Account”. Therefore, if there is the term “Master Account” used in these T&C, it shall be understood as the acting of The Customer in Mantra.
  4. Mobile App enables the Driver to use freight navigation, Vehicle management and Vehicle’s transport tasks management, as well as a basic communication between the Driver and the Dispatcher.
  5. Mantra uniquely combines functions focused on Vehicle, Driver, Trailer and Dispatcher management, functions focused on creating and managing transport tasks, functions focused on freight navigation of Vehicles and functions focused on marketplace of transport tasks, which enables all customers to interact with other customers and a possibility to compete for enlisted transport tasks.
  6. Using different types of Accesses as per point 3), their interactions and other functions of both Desktop App and Mobile App are described in user guide, provided by The Provider to The Customer after entering into The Contract.
  7. The Provider shall have the right to change Mantra’s functions during the period of The Contract, mainly, but not solely, by removing functions, changing the interactions of functions and/or Accesses, changing the functions and adding functions. Price for the service, stated in Article VIII. of these T&C (hereinafter referred to as “The Price”), shall not be affected by such changes, unless agreed on by the Parties. In case of such changes to the functions of Mantra, which will have no effect on The Price, The Customer is protected from wayward actions of The Provider by their right to terminate The Contract, as is stated in Article XI. of these T&C. The Customer agrees with this form of protection by entering into The Contract.

Article III.

Process of entering into The Contract and period of The Contract

  1. The Contract is entered into by cumulatively meeting following conditions:
    1. The Customer duly fills in The Registration Form;
    2. The Provider’s operators connect with The Customer via phone and confirm that the data, filled in The Registration Form, are correct;
    3. The Provider creates The Customer’s “Master Account” and corresponding number of Accesses and sends login data to The Customer;
    4. The Customer successfully logs into the Desktop App for the first time.
  2. Shall The Provider’s operators, who perform the data confirmation as per point 1), letter b) of this article, find any discrepancies in The Registration Form, The Provider is authorized to refuse to continue the process of entering into The Contract until all discrepancies are corrected by The Customer.
  3. Both Parties are obliged to cooperate with each other to ensure successful entering into The Contract, as per points 1) and 2) of this article.
  4. The Contract is entered into for unlimited period of time. Conditions of termination of The Contract are stated in article XI. of these T&C.

Article IV.

Basic package of services and ordering of additional Accesses

  1. After entering into The Contract, The Customer shall have the right to use:
    1. a basic package of services; and
    2. chosen number of additional Accesses.
  2. The basic package of services consists of Accesses as follows:
    1. “Master Account”; and
    2. 2 Accesses of Dispatcher and/or Vehicle type; and
    3. An additional Access means 1 Access of Dispatcher or Vehicle type (hereinafter referred to as “Additional Access”).
  3. Before entering into The Contract, The Customer may order Additional Accesses from The Provider via The Registration Form.
  4. After entering into The Contract, The Customer may order any required number of Additional Accesses from The Provider via e-mail, sent to address support@mantra-online.eu. These Additional Accesses shall be activated on the first day of month following month in which the order was accepted by The Provider, under the condition of payment of invoice as per article VIII., point 5) of these T&C.
  5. Other conditions of pricing and using the Accesses are stated in article V. and article VIII. of these T&C.
  6. unlimited number of Accesses of Driver and Trailer type
    (hereinafter referred to as “The Basic Package”).

Article V.

Trial period and some invoicing provisions

  1. The Provider will provide The Customer with a trial period to test-use The Basic Package (hereinafter referred to as “Trial Period”).
  2. Trial Period starts with entering into The Contract and lasts for 30 calendar days.
  3. Before the Trial Period ends, The Provider shall contact The Customer about their satisfaction with Mantra.
  4. Shall The Customer be interested in using Mantra after the Trial Period, the Parties shall agree on the date of issue and the date of payment of the first invoice (hereinafter referred to as “The First Invoice”), for the period since the end of the Trial Period until the end of the given month. Following invoicing shall be conducted as stated in article VIII. of these T&C.
  5. The Provider does not provide Trial Period for the Additional Accesses. For The First Invoice and the following invoicing, point 4) of this article shall be used appropriately. For Additional Accesses as per article IV., point 4) of these T&C, the start of the period, for which The First Invoice is issued, is the moment The Contract is entered into. For Additional Accesses as per article IV., point 5) of these T&C, the start of the period, for which The First Invoice is issued, is the first day of month following the month in which The Provider accepted the order for these Additional Accesses.

Article VI.

Rights, duties and responsibilities of The Provider

  1. The Provider is obliged to provide The Customer the service of Mantra, under the conditions stated by The Contract and these T&C, since the moment of entering into The Contract.
  2. The Provider is obliged to ensure hassle-free performance of Mantra. The performance of Mantra is hassle-free if The Customer is able to perform their business operations without causing damage or loss. Mantra outages lasting less than 1 hour, are not to be considered a break of this duty, unless The Customer proves otherwise. Mantra outages reported to The Customer by The Provider at least 24 hours in advance, are not to be considered a break of this duty, even if they last more than 1 hour.
  3. The Provider is authorized to ask The Customer for cooperation in solving any situations relevant to The Contract, these T&C and/or Mantra, including third parties’ claims. The Customer is obliged to adequately cooperate with The Provider at The Customer’s own expenses, so that the situations stated in the previous sentence are resolved without a delay.
  4. The Provider shall not be held responsible for The Customer’s own actions, not even if The Customer used Mantra while performing such actions.
  5. The Provider is obliged to provide to The Customer logs of any transport tasks, where The Customer is a contractual party and/or an author (hereinafter referred to as “The Log”). The Provider is responsible for the correctness of data stated in The Log and for any damage of The Customer, proven to be a result of inaccuracy or incorrectness of The Log’s data.
  6. The Provider is authorized to refuse to provide Mantra to The Customer, under the conditions stated in The Contract and in these T&C.

Article VII.

Rights, duties and responsibilities of The Customer

  1. The Customer is obliged to pay to The Provider The Price for Mantra, following the conditions stated in The Contract and in these T&C.
  2. The Customer is obliged to always provide in The Contract, Mantra and/or any communication with The Provider with only true, complete, accurate and unaltered data (hereinafter referred to as “Customer Data”). Any mismatch, incompleteness, inaccuracy or change in Customer Data must be reported by The Customer to The Provider without any delay and at full expenses of The Customer. Shall The Customer fail to comply with this duty, The Customer shall be held responsible for any damage caused by this failure.
  3. The Customer undertakes to fulfill The Provider’s duty to inform data subjects in the position of employees and/or cooperators of The Customer considering their personal data protection, as results from Information about personal data protection, stated in article X. of these T&C.
  4. The Customer is forbidden from damaging economy interests of The Provider in any way, mainly by misusing Mantra for speculative and damaging interactions with other customers of The Provider, by not fulfilling The Customer’s duties to other customers of The Provider, or by performing competitive activities against The Provider. Shall The Customer fail to fulfill these duties, The Provider shall be authorized to refuse service to The Customer without a warning and without any compensations regarding The Price, including The Price that was already paid. The Provider’s right to claim damages shall not be affected.
  5. The Customer shall not damage the good name of The Provider, mainly by spreading incorrect information about The Contract, these T&C, Mantra and/or The Provider. Shall The Customer fail to fulfill this duty, The Customer shall be held responsible for any damage caused to The Provider.

Article VIII.

The Price, invoicing and consequences of delays

  1. The Price for Mantra is as follows (prices are stated without VAT, VAT shall be invoiced as per applicable laws of the Slovak Republic):
    1. The Basic Package: 150,- € / month
    2. Additional Access: 40,- € / month
      The Provider shall have the right to one-sidedly change The Price, even during The Contract period. The Provider shall inform The Customer about a change in The Price at least 3 invoicing periods in advance, otherwise the change in The Price shall be effective for The Customer only after 3 invoicing periods passed since The Customer gets informed about such a change. Information about a change in The Price can be provided to The Customer via e-mail, sent to address, provided by The Customer as a contact address of the “Master Account” in The Registration Form (hereinafter referred to as “Customer’s Contact E-mail”).
  2. The invoicing period is a calendar month (hereinafter referred to as “The Invoicing Period”). The Invoicing Period shall not be applied for The First Invoice, as per points 3) to 5) of this article.
  3. The First Invoice for The Basic Package shall be issued at the end of the Trial Period, with payment due on the 25th day of the calendar month in which The First Invoice is issued. Shall The First Invoice be issued after the 25th day of given calendar month, the payment shall be due on the last day of that month.
  4. The First Invoice for an Additional Access, ordered via The Registration Form, shall be issued on the day The Contract is entered into, with payment due on the 25th day of the calendar month in which The First Invoice is issued. Shall The First Invoice be issued after the 25th day of given calendar month, the payment shall be due on the last day of that month.
  5. The First Invoice for an Additional Access, ordered after entering into The Contract (article IV., point 5) of these T&C), shall be issued on the day the order is accepted by The Provider, with payment due on the 25th day of the calendar month in which The First Invoice is issued. Shall The First Invoice be issued after the 25th day of given calendar month, the payment shall be due on the last day of that month.
  6. Following invoicing shall be performed with invoices, always issued a month in advance, with payment due on the 25th day of the calendar month preceding The Invoicing Period for which the invoice is issued (hereinafter referred to as “The Following Invoice”).
  7. All invoices following this article shall be sent to The Customer electronically, using Customer’s Contact E-mail.
  8. Shall The Customer be delayed with payment of any invoice for more than 5 days, The Provider is authorized to refuse service to The Customer without warning, until The Customer pays the whole delayed sum.
  9. Payment of any invoice is the moment the payment reached the bank account of The Provider, IBAN as stated in article I., point 1) of these T&C.
  10. Shall The Provider, without any prior notice, fail to provide Mantra to The Customer for more than 1 hour, The Customer has the right to a discount, proportionate to the length of the delay of The Provider (hereinafter referred to as “The Discount”). The Discount shall be deducted from the next invoice. The Customer’s right to claim damages against The Provider, nor provision of article VI., point 2) of these T&C, shall not be affected.
  11. The Provider is authorized to discretionally grant general and individual exemptions from the provisions of this article, concerning mainly The Price and/or invoicing conditions (hereinafter referred to as “Special Campaigns”). The Provide may decide that any given Special Campaign shall apply only to a limited range of subjects, defined by, for example, type of subject, time, volume of transactions, or other conditions. Subjects that do not meet conditions of any given Special Campaign shall not be eligible to claim any advantages, resulting from that Special Campaign, unless The Provider decides otherwise.

Article IX.

Licenses

  1. Part of mantra is the granting of the non-exclusive user license to The Customer by The Provider (hereinafter referred to as “The License”).
  2. Reward for The License for individual Accesses is included in The Price.
  3. The Customer is not authorized to grant sub-licenses from The License, nor are they authorized to allow third parties to commercially use The Customer’s Accesses. Shall The Customer fail to comply with this duty, The Provider shall be authorized to refuse service to The Customer without a warning and without any compensations regarding The Price, including The Price that was already paid. Simultaneously, The Provider shall have the right to claim 500,- € as a contractual sanction from The Customer, for each individual case of breaching this obligation. The Provider’s right to claim damages shall not be affected.
  4. The Customer is not authorized to interfere with the programming of Mantra, including Mantra’s code and/or functions. The Customer is not authorized to modify or change Mantra in any way. Such interferences are considered a breach of The Provider’s intellectual property rights and are subject to damage claims. Simultaneously, The Provider shall have the right to refuse service to The Customer without a warning and without any compensations regarding The Price, including The Price that was already paid.
  5. The License includes third-party rights. The Provider declares that he is authorized to grant sub-licenses from these rights. The Provider also undertakes to keep the power of disposition regarding licenses of the third parties during the whole period of The Contract, so as he does not get into delay.
  6. The License period is connected with The Contract. Therefore, The License comes to existence with entering into The Contract and ceases to exist with termination of The Contract. The Customer shall have no right to prolong The License after The Contract is terminated. The option to enter into a new contract, with a new license, shall not be affected.

Article X.

Personal data protection

  1. The Customer declares they read the Information about personal data protection, provided by The Provider as an electronic document at: https://mantra-online.eu/personal-data-processing-information/?lang=en (hereinafter referred to as “Information”). The Customer declares they have understood this Information and that they undertake rights and duties stated in the Information, including the obligation considering their subordinate data subjects. For this reason, The Customer declares they will reimburse The Provider for any damage arising from The Customer’s breach of duties in the field of personal data protection they adopted.

Article XI.

Termination of The Contract and re-entering into The Contract

  1. The Provider is authorized to refuse service to The Customer, under the conditions stated in The Contract and in these T&C. This refusal shall not be deemed a termination of The Contract unless The Provider also withdraws from The Contract. Shall The Provider refuse providing service without withdrawing from The Contract, The Provider may provide The Customer with additional time period to correct the unlawful state, resulting from The Customer’s breach of The Contract. During this time period, The Customer is obliged to pay The Price to The Provider just as if Mantra was provided to them.
  2. All situations and breach of any duties of The Customer, that allow The Provider to refuse service, are also reasons to withdraw from The Contract and are to be considered significant breaches of duties, as per section 345 of the Slovak Commercial Code.
  3. Shall The Provider withdraw from The Contract, all Customer Data The Provider obtained with regards to The Contract and these T&C, including Customer Data that are part of Mantra at the time of The Provider’s withdrawal from The Contract, shall become possession of The Provider’s, with exception of The Customer’s data subjects personal data.
  4. Shall The Provider withdraw from The Contract, all mutual obligations of the Parties shall cease, with exception of the right to claim a damage, the right to claim a contractual sanction, and the right for The Price.
  5. The Provider can withdraw from The Contract via e-mail, sent to Customer’s Contact E-mail. The Provider may also choose another form which will capture the meaning of the legal action and the person who performed this legal action. The option to deliver the withdrawal in a physical form, e.g. via a postal service, shall not be affected.
  6. The Customer is authorized to terminate The Contract at any time, via e-mail, sent to The Provider at support@mantra-online.eu, even without a reason. The termination period shall end at the end of the last period paid for by The Customer at the time of the termination. Shall The Customer terminate The Contract before paying any period at all, the termination period shall end at the end of the Trial Period. By terminating The Contract, all mutual obligations of the Parties cease. Points 3) and 4) of this article are to be used accordingly.
  7. The Customer is authorized to terminate The Contract only in part, for each individual Accesses, excluding the “Master Account”. Point 6) of this article shall be used accordingly.
  8. Shall The Customer only have a “Master Account” Accesses, then any termination of the “Master Account” Access is to be considered a termination of The Contract, as per point 6) of this article.
  9. The Contract can be terminated also by a mutual written agreement of the Parties, or by oral expression of The Customer, stating they do not wish to continue using Mantra after the Trial Period (hereinafter referred to as “Customer’s Statement”).
  10. Contract, terminated by The Customer as per points 6) to 8) of this article, by an agreement of the Parties, or by the Customer’s Statement, can be renewed as follows:
    1. Within 3 years since termination of The Contract, The Contract can be renewed by an e-mail order, sent to The Provider at support@mantra-online.eu. The Provider shall then perform a reactivation process regarding the “Master Account” and all Accesses, which were active at the time of the termination of the original contract. This process shall follow rules for activation Additional Accesses, ordered after entering into The Contract, including invoicing, accordingly. The Provider is obliged to inform The Customer, shall there be changes in The Price since the last time The Contract was active, before reactivating The Contract.
    2. After 3 years has passed since termination of The Contract, the contractual relationship between Parties can be renewed only by re-filling The Registration Form by The Customer. This procedure follows rules as per article III., point 1) of these T&C.
  11. Shall the contractual relationship between the Parties be renewed as per point 10), letter a) and b) of this article, The Customer does not have the right to a Trial Period. Shall The Provider grant The Customer the right to a Trial Period, The Provider is not authorized to shorten the Trial Period in any way.

Article XII.

Governing law

  1. The Contract, these T&C and providing the service Mantra are all governed by the Slovak law.
  2. If The Customer is a foreign subject, or The Contract contains another international aspect that requires application of international law, then the Parties declare they have specifically chosen Slovak law as the governing law.

Article XIII.

Final provisions

  1. These T&C are part of The Contract.
  2. Part of these T&C is the Information, stated in article X. of these T&C.
  3. The Contract, these T&C and the Information are all written documents, which means their provisions were established in writing. The Customer’s consent with The Contract, these T&C and the Information has been given by ticking tick-boxes that are part of The Registration Form. Subsequently, this consent was validated by The Provider’s operators, The Customer has been given access to Mantra and The Customer actively used this access. The will and consent of The Customer with written provisions is therefore repeated, valid and unequivocal. Therefore, the contractual sanctions, stated in these T&C, are entered into in written form, they are part of the contractual rights and duties of the Parties and the Parties declare their value is adequate to the values of the obligations secured by these sanctions.
  4. The Contract, these T&C and the Information can be changed in writing, including electronic-sent documents, which catch the meaning of the legal action and the person who is performing this legal action. For delivering documents to The Customer, Customer’s Contact E-mail may be used and for delivering documents to The Provider, e-mail address support@mantra-online.eu can be used. The Parties agree to define delivery as a state, when the document arrived in the domain of the addressee, which can be proven (e.g. an information about e-mail delivery, reaction of addressee’s server which does not support delivery confirmations, returning a declined mail, advice of delivery, reply to the document, etc.). If such proof exists, then there is no need to prove that the addressee was truly informed about the delivery.
  5. The documents, delivered as per point 4) of this article, shall come to effect at the moment of delivery, unless stated otherwise in the document itself – in such case, this statement shall be applied to this specific document only, and other documents shall not be affected by it.
  6. Rights and duties not specifically stated in The Contract, these T&C, the Information or other conditions of using Mantra, shall follow the law of the Slovak Republic.
  7. The Contract, these T&C and the Information shall come into effect at the moment of entering into The Contract.
  8. The Parties declare they have read The Contract, these T&C and the Information, they understood their provisions and they are willing to undertake rights and duties proposed. To prove this, the Parties act in a way which is stated in these T&C as a way of entering into The Contract and which proves their intention is to enter into The Contract in writing and as specified.

These T&C were made public at https://mantra-online.eu/terms-and-conditions/?lang=en, on 04th February 2022. Slovak version of this document shall prevail over any other language versions.

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