1. Parties and business use
These Terms govern advertising, sponsorship, media, creative, production and related services supplied by Island Ryde Limited, company number 147521, trading as Ryde and Ryde Media (“Ryde”), to the business customer identified in the Order Form (“Customer”). They are not consumer terms.
“Campaign” means the services and rights recorded in the Order Form. “Advertising Content” means copy, claims, offers, brands, artwork, data, links, QR destinations and instructions supplied by or for the Customer. “Media Assets” include vehicles, screens, rear windows, Ryde-controlled digital channels, premises, events and other inventory.
2. Contract formation and priority
A Contract is formed when both parties sign an Order Form, Ryde accepts a purchase order referring to these Terms, or Ryde begins work at the Customer’s written request. Documents rank in this order: the Order Form; expressly agreed special conditions; these Terms; the Advertising Guidelines; then current technical specifications. Customer purchasing terms do not apply unless Ryde expressly accepts them in writing.
3. Regulatory and third-party approvals
Vehicle-based elements are conditional on all approvals Ryde reasonably considers necessary, including any DVS, Ministerial, licensing, safety, landlord, platform or other approval. Public announcements, the absence of an objection or the passing of a requested response date do not amount to formal regulatory approval.
Ryde is not required to activate affected advertising until the necessary position is confirmed to Ryde’s reasonable satisfaction. If approval is delayed, restricted, withdrawn or made impracticable, Ryde may delay, modify, substitute or remove the affected format. Ryde will first offer reasonably equivalent available inventory or campaign credit. If no reasonable substitute is agreed within ten Business Days, Ryde will refund prepaid Media Fees for the undelivered affected portion. This is the Customer’s sole remedy for regulatory unavailability, except for fraud or liability that cannot lawfully be excluded.
4. Campaign start, term and availability
A Campaign starts on the latest of the stated start date, cleared payment due before launch, final approval of content, receipt of usable assets and satisfaction of applicable approvals. Customer delay moves delivery dates and does not reduce committed Charges.
Ryde operates a working transport fleet. No particular vehicle, route, Driver, Passenger profile, audience level or uninterrupted daily display is guaranteed. Not all vehicles will be on the road at all times because of Driver availability, charging, cleaning, maintenance, accident, damage, repair, fleet changes, safety or other operational reasons.
5. Fees, GST and payment
Charges exclude GST, which is added at the applicable rate. Unless the Order Form says otherwise: annual partnerships and livery packages are invoiced monthly in advance throughout their binding minimum term; Bronze is payable in full before launch; screen-only Campaigns are payable for the full initial three-month minimum term before launch; and creative, printing, installation and removal costs are payable before work is commissioned.
Ryde may require a deposit, several months in advance, a credit check, a purchase order or another reasonable payment control in the Order Form, particularly for a new Customer, high committed supplier cost or increased credit risk. Ryde may agree a different schedule in writing.
No Campaign starts before required cleared funds. Overdue sums bear interest at 4% per year above the Bank of England base rate, calculated daily, and the Customer must reimburse reasonable recovery costs. Ryde may suspend work, content, category protection and delivery while sums are overdue without extending the Campaign.
Customer cancellation for convenience does not release Charges due for a minimum term. Campaigns do not automatically renew unless the Order Form expressly says so.
6. Customer responsibilities
The Customer must supply complete and timely materials, approvals, product terms, disclaimers and evidence; hold all rights needed for publication; ensure claims, prices, comparisons, environmental statements, testimonials, promotions and offers are accurate and current; obtain sector-specific legal clearance; and keep QR destinations and linked services lawful, secure and operational.
Ryde’s approval is a suitability and brand review, not legal clearance. The Customer remains responsible for Advertising Content, its products and services, and compliance with law and the current CAP Code where applicable or adopted contractually under the Guidelines.
7. Content approval and takedown
Ryde has final editorial, safety and brand control. It may reject, require changes to, suspend or remove content that is unlawful, misleading, unsubstantiated, unsafe, offensive, unsuitable for a general passenger audience, inconsistent with Ryde’s values, likely to harm Ryde or a stakeholder, subject to complaint or regulatory concern, or contrary to the Guidelines.
Ryde may act immediately where reasonably necessary. If the issue results from the Customer or its content, Charges remain payable and the Customer pays reasonable amendment, re-production and removal costs. If Ryde withdraws compliant content solely for its own convenience and cannot provide a make-good, it will credit or refund the undelivered Media Fee.
8. Category protection
Exclusivity exists only where the Order Form defines the precise category, term, inventory and any named competitors. It does not cover Ryde’s own services, community or public-service content, pre-existing commitments, general retailers, incidental editorial content or products outside the defined category. Late payment or suspension pauses exclusivity until cured.
9. Creative services and suppliers
Ryde may appoint VisionaryGrid Studio and other designers, printers, installers, platforms and suppliers as subcontractors while remaining responsible for obligations it has accepted as principal. The Customer contracts and pays Ryde unless the Order Form expressly identifies a direct supplier arrangement.
A creative fee includes only the deliverables and revision rounds stated in the Order Form. Extra concepts, late or fragmented feedback, changed briefs, additional sizes, source files, licences and rush work are additional. The Customer must provide one consolidated feedback response through its nominated approver.
Production begins after written proof approval. Approval confirms copy, spelling, layout, offers, dates, disclaimers, marks and visual accuracy. Ryde is not responsible for an error visible on an approved proof unless Ryde or its managed supplier changed the approved file.
10. Passenger-screen delivery
The standard planning loop is approximately 300 seconds. Content is silent. Local caching, connectivity, device start-up, transitions, urgent Ryde information and platform behaviour may affect exact timing. Ryde uses reasonable endeavours to deliver the booked share across the network over the Campaign, not every individual loop or journey.
Passengers may ask for a screen to be turned off. A Passenger may switch off or disconnect equipment without the Driver knowing. Ryde may also switch off, remove or not deploy screens because of tampering or damage risk, late-night or high-risk operations, battery preservation, a Passenger request, maintenance, technical failure, cleaning, safety, regulatory requirements or another reasonable operational decision. These events do not automatically constitute a breach.
11. Vehicle livery and rear-window media
Physical media must be produced, installed and removed by a Ryde-approved supplier. Design, printing, installation, adaptation and removal are additional unless expressly included. The Customer may not access, alter or attach anything to a vehicle.
Appearance can vary because of vehicle shape, substrate, seams, joins, sensors and lighting. Ryde may rotate or substitute vehicles. Normal wear, collision, maintenance and replacement panels are not guaranteed defects. If verified delivery is materially reduced, Ryde will offer a reasonable extension, substitute or make-good.
Customer-requested replacement, early cessation or rebrand is charged to the Customer, including design, production, removal and reinstatement. End-of-Campaign removal is payable by the Customer unless the Order Form expressly includes it.
12. Reporting and performance
Where ScreenCloud or another selected platform supports it, Ryde will provide the reporting stated in the Order Form, which may include aggregate proof-of-play, device status and QR or campaign-code engagement. Forecasts and audience figures are estimates. Reports do not prove unique viewers, attentive viewing or Passenger demographics.
Ryde does not guarantee impressions, scans, leads, sales, enquiries, traffic, return on investment or a minimum saving or audience. If delivery is materially below the booked commitment for reasons within Ryde’s reasonable control, Ryde’s first remedy is replacement inventory, extension, substitution or another reasonable make-good. If none is practicable, the Customer receives a proportionate credit or refund for the undelivered Media Fee.
13. Intellectual property
Each party retains its pre-existing rights. The Customer grants Ryde and its suppliers a worldwide, royalty-free licence to use, adapt, reproduce, display and archive Advertising Content for the Campaign, reporting, portfolio and legal purposes, subject to any written embargo.
After full payment, the Customer receives a non-exclusive licence to use final bespoke creative produced for the Campaign on the agreed Campaign and its own channels. Editable files, production files, fonts, stock assets and broader ownership or transfer rights are excluded unless expressly included. Ryde retains its platform, methods, templates, specifications, product names, commercial data and know-how.
14. Data protection
Each party is an independent controller for personal information it determines to process and must comply with the Data Protection (Jersey) Law 2018. Ryde will not sell or disclose identifiable Passenger data to the Customer. Aggregate Campaign reporting may be provided.
A Customer-controlled QR page, website, form, cookie, profiling or remarketing activity is the Customer’s responsibility. If either party processes personal information solely on the other’s instructions, the parties will enter an appropriate data-processing arrangement before processing begins.
15. Indemnity
The Customer indemnifies Ryde and its suppliers against third-party claims, regulatory action, losses, penalties and reasonable costs arising from Advertising Content, the Customer’s product or service, an unsubstantiated claim, infringement, unlawful promotion, Customer-controlled data handling or breach of clauses 6, 7, 13 or 14. Ryde must notify the Customer and allow reasonable involvement in the defence, without surrendering control of Ryde’s regulatory or reputational response.
16. Liability
Nothing limits liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation or another liability that cannot lawfully be limited. Subject to that, neither party is liable for indirect or consequential loss. Ryde is not liable for lost profit, revenue, opportunity, goodwill, data, campaign performance, conversion or sales.
Ryde’s total aggregate liability arising from an Order Form is capped at the Media Fees paid or payable under that Order Form in the 12 months before the event, or the total Media Fees for a shorter Campaign. GST and pass-through supplier costs are excluded. Liability solely concerning separately charged creative or production is capped at the Charges paid to Ryde for the affected service.
17. Suspension and termination
Either party may terminate for material breach not cured within ten Business Days after written notice, or immediately for insolvency, fraud, illegality, serious confidentiality breach or conduct likely to cause serious reputational harm. Ryde may suspend immediately where content, safety, payment, regulatory or reputational risk requires it.
On termination, Charges for delivered services, committed minimum terms and approved non-cancellable supplier costs remain due, except where termination results from Ryde’s uncured material breach. Ryde will remove content as reasonably practicable and physical removal costs remain payable as stated in the Order Form.
18. Confidentiality
Each party must protect the other’s non-public commercial, technical, customer and pricing information and use it only for the Campaign. Disclosure is permitted to personnel, suppliers and advisers who need to know and are appropriately bound, or where required by law. Duties continue for three years and indefinitely for trade secrets and personal information.
19. Force majeure
Neither party is liable for delay or failure caused by events beyond reasonable control, including severe weather, power or network failure, cyber incident, vehicle recall, accident, fire, flood, industrial action, government or regulator action, road closure or supplier failure. The affected party will mitigate and resume performance. If material non-performance continues for more than 60 days, either party may terminate the affected undelivered services and Ryde will refund prepaid Media Fees for the undelivered portion after deducting unavoidable committed costs.
20. General
Notices concerning breach or termination must be in writing to the Order Form contacts and info@ryde.je. Ryde may subcontract and may assign the Contract with the Ryde Media business. The Customer may not assign without Ryde’s written consent. Nothing creates a partnership, agency, employment, franchise or joint venture.
A non-party has no enforcement right. Delay is not waiver. Invalid terms are modified or severed to the minimum extent required. The Contract is the entire agreement and may be signed electronically and in counterparts.
21. Jersey law
The Contract and related non-contractual obligations are governed by Jersey law. The Jersey courts have exclusive jurisdiction.