Membership Agreement

This Membership Agreement between you and Dah Chong Hong (Motor Leasing) Limited (“Audi on demand”, “we”, “us”, or “our”), appointed by Audi Hong Kong to operate the Audi on demand business, governs your membership in the Audi on demand membership program (“Program”). All Members are required to accept and comply with the terms and conditions contained in this Agreement before joining the Program and using any Vehicles. By creating an Account and completing the online registration process, you have agreed to the terms and conditions of this Agreement set out below.  If you do not agree, please do not register or apply for membership.   In order to continue your membership in the Program, you must comply with the terms and conditions of this Agreement.


1. DEFINITIONS
1.1 Agreement means this Membership Agreement between you and us
1.2 “Account” means the account created by you upon enrolling online for the Program and which contains your Profile and will be used to access the Audi on demand services.
1.3 “Audi Hong Kong” means Volkswagen Group Hong Kong Limited.
1.4 “Audi on demand” or “we”, “us” or “our” has the meaning provided in the preamble.
1.5 “Cancellation Charges” means the charges imposed by us as defined in the Car Rental Agreement.
1.6 “Car Rental Agreement” means the agreement by and between you and Audi on demand for the use of a Vehicle under the Program.  The terms and conditions of the Car Rental Agreement are available on the Mobile Website.
1.7 “Clean driving record” has the meaning provided in Section 2.2.
1.8 “Communications” means any notices provided by us to you regarding your account or your participation in the Program, including, but not limited to, emails or text messages we may send you.
1.9 “Hong Kong” means the Hong Kong Special Administrative Region, People’s Republic of China.
1.10 “Losses” has the meaning set forth in Section 5.3.
1.11 “Member” means those applicants who are accepted into the Program, including you upon Audi on demand’s acceptance of you into the Program and assuming your continued satisfaction of all Membership Criteria.
1.12 “Membership Criteria” has the meaning set forth in Section 2.2.
1.13 “Member Documents” has the meaning set forth in Section 2.5.
1.14 “Mobile Website” means https://app.hk.audiondemand.com, the electronic web-based interface which enables you to, among other things, make a reservation for a Vehicle.
1.15 “Privacy Policy” means our policy regarding the use of personal data of the Program’s members or prospective members of the Program including your personal data. 
1.16 “Profile” means your online enrollment information, which you initially created when you applied to become a member of the Program (and any changes subsequently made thereto), and which includes, but is not limited to, the following: (a) your name, (b) your contact information including your address, (c) your payment details, and (d) your driver’s license information. 
1.17 “Program” has the meaning provided in the preamble.
1.18 “Security Breach” has the meaning set forth in Section 3.3.
1.19 “Vehicle” means the vehicle you booked through the Program or its replacement and includes tires, tools, equipment, accessories, plates and car documents.


2. MEMBERSHIP RULES.
2.1 Application. You do not automatically become, or have a right to become, a member by meeting the membership criteria set out in Section 2.8.  You must apply to become a member of the Program by (i) creating an Account and completing a Profile, (ii) if required by us at any time, meeting in person with one of our representatives who will visually inspect your driver’s licence, and (iii) receiving our approval of your application.  
2.2 Membership Criteria. Members must meet certain minimum requirements for eligibility into the Program, as set forth in this Section 2.2 (the “Membership Criteria”). You must be at least twenty-five (25) years of age and have held a valid driver’s licence for at least 2 consecutive years. You must have accurately, truthfully, and fully completed the application with us and have delivered all information and documents requested in the application process. You must not have omitted something in your responses to the application which would make what you did say in any way misleading. You must have a valid driver’s licence duly issued under the laws of Hong Kong, a “clean driving record” (as defined below), and must continue to maintain a valid licence and clean driving record for the duration of your membership.  Before using the Vehicle for the first time, we must inspect and verify your driver’s licence and your Hong Kong Identity Card.  By applying for membership in the Program, you expressly authorize us to check your driving record at any time to determine if you meet these criteria at the outset of your membership and at any other time so long as your membership is active. A “clean driving record” consists of a driver’s licence status and accident history that does not include any of the following: (a) disqualification from driving, suspension, revocation, expiration, surrender or loss of your driver’s licence, (b) a conviction for any driving-related offence for careless or dangerous driving, driving under the influence, driving while intoxicated or impaired, possession of a stolen vehicle, unauthorized use of a vehicle, or use of the vehicle in the commission of a crime, (c) 3 or more moving violations within the past 36 months, (d) failure to report an accident or leaving the scene of an accident within the past 36 months, or (e) conviction for possession of a stolen vehicle or the use of a vehicle in the commission of a crime in the past 36 months.  Failure to meet the Membership Criteria now or at any time in the future shall result in the immediate and automatic revocation of our conditional permission to you to operate any Vehicle or be a member of the Program.
2.3 Account. Upon our acceptance of your membership application, you may view and manage your account activity and your Profile on our Mobile Website.  You may only hold one Account at any one time.  If at any time you have registered additional Accounts we may terminate your additional Accounts immediately without notice.
2.4 Membership Credentials. Your member password is personal to you only. You must not transfer or share it to or with any other person.  You must not permit any other person to access your account information and your Profile.
2.5 Reservations.
(a) Upon our acceptance of you as a Member, you will have the right to submit requests for reservations of a Vehicle to Audi on demand.  You are not guaranteed that any vehicle (or any particular vehicle) will be available when you submit a reservation request. Further, we reserve the right to decline, in our sole discretion, any request for a vehicle reservation you submit.(b) When you activate our Mobile Website booking confirmation screen and reservation countdown timer, your reservation has been submitted to us subject to our approval. We will not deliver possession of a Vehicle to you unless we accept your reservation request. Vehicles may not be booked for less than two (2) hours nor more than a maximum of twenty-eight (28) consecutive calendar days.  If you cancel an approved reservation or do not take possession of the Vehicle prior to the expiration of the reservation countdown timer on our Mobile Website, your request for a reservation will automatically expire and the Vehicle will be released for others to reserve and we have the right to impose Cancellation Charges on you.   We also reserve the right to charge the full amount of the rental price for the Vehicle or part thereof in advance at our absolute discretion.          
(c) Members are not generally permitted to make multiple reservations for different Vehicles which we consider to be excessive in our absolute discretion, especially reservations which overlap in time.  If this happens, we reserve the right at our sole discretion to remove or edit the content of any such reservation, or to cancel reservations.
(d) We reserve the right to charge you in advance for the Vehicle as detailed in the Car Rental Agreement.
2.6 Vehicle Access. 
Members are only permitted access to booked cars subject to the terms and conditions of each applicable Car Rental Agreement.  
2.7 Non-Ownership. You acknowledge that the Vehicles are owned by Audi on demand or one of our affiliated companies. You do not obtain any ownership interest in any Vehicle or the Program by becoming a Member. Only we or one of our affiliated companies may assign or otherwise transfer any Vehicle or assign any rights or delegate any obligations under this Agreement. You may not assign any of your rights or delegate any of your obligations as a party to this Agreement or as a Member in the Program.   
2.8 Integrated Documents. Your membership in the Program is subject to the terms and conditions contained in this Agreement, each Car Rental Agreement, your Profile, any Communications, and any other document you sign or we provide, each as may be amended from time to time, whether provided in print form or electronically (collectively, the “Member Documents”). The terms of all such Member Documents are collectively incorporated into this Agreement.  To the extent the terms of any of the Member Documents conflict, the order of authority among the Member Documents shall be as follows: (a) the applicable Car Rental Agreement, (b) this Agreement, (c) any other documents you sign or we provide, (d) any Communications, and (e) your Profile.


3. MEMBER OBLIGATIONS.
3.1 Truthfulness of Representations. You agree that the information you provide to us, including the information you provide in your Profile, is true, current and accurate, and that we are entitled to rely upon all such information as being true, current and accurate. If any information you previously provided changes, you agree to provide us (or update in your Profile, if applicable) promptly with updated information.  
3.2 Credit Card. You agree to provide the information for a valid credit card at the time you create your enrollment Profile, and to keep a valid and acceptable credit card in your Profile at all times that your membership is active. If such credit card expires, is lost or stolen or is otherwise invalidated, or if the account associated with the card we have on file is suspended, terminated or otherwise not available for us to charge, you agree to promptly provide an alternative valid credit card. You authorize us to charge your credit card for all charges incurred by you related to Vehicle reservations, and you agree to pay for those charges pursuant to your agreement with your credit card company. You further authorize us to make any inquiries we consider necessary (including requesting your consumer report from one or more consumer reporting agencies) in connection with any reservation and/or car sharing of a Vehicle and for any other lawful purpose (including credit card validations, holds and collecting on your account).
3.3 Security Breach. In the event that another person learns or discovers your password to the Mobile Website (a “Security Breach”), you agree to notify us immediately
3.4 Compliance with Membership Criteria. If you cease to fully meet the Membership Criteria, you must (i) immediately cease operating any Vehicle you have obtained from us; and (ii) immediately notify us of the change in your driver’s license status or driving record. You may not make a reservation until you again fully meet the Membership Criteria.


4. TERMINATION OF MEMBERSHIP.
4.1 Your Right To Terminate. You may terminate your membership in the Program at any time by notifying us in writing at the notification address provided in Section 9.5 below.
4.2 Our Right To Terminate. We may terminate your membership in the Program at any time if (a) you do not pay any charges due for payment, (b) you no longer meet the Membership Criteria, (c) in our sole discretion, we determine that you have failed to comply with this Agreement, (d) your credit card is declined, or any charges we have attempted to process are not paid, and you do not promptly replace your declined credit card with a valid credit card that we accept associated with a valid credit account, (e) you fail to promptly notify us if your  password to the Mobile Website is obtained by any third party, or (f) in our sole discretion, we determine that you have abused your membership in a way that affects other Members of the Program (including, but not limited to, making multiple reservations, regularly returning Vehicles late or in an unclean or damaged condition),
4.3 Duties Upon Termination. Upon termination, you are responsible for all charges incurred by you prior to termination or until you have returned all Vehicles, whichever is later. 


5. LIABILITY AND INDEMNIFICATION.
5.1 Limitations of Liability. UNDER NO CIRCUMSTANCES WILL WE BE LIABLE TO YOU OR ANY MEMBER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFIT, REVENUE, GOODWILL, BUSINESS OPPORTUNITY OR ANTICIPATED SAVINGS, ARISING FROM OR RELATED TO THIS AGREEMENT OR USE OF THE PROGRAM SERVICES. Without limiting the foregoing, Audi on demand shall have no liability for, and, without limiting the generality of Section 5.3 below, you agree to indemnify and hold us harmless against, any loss of, or damage to, any personal property in or on the Vehicle or in or on any third-party vehicle,  loss or damage incurred by the Member as a result of any claims made by a third party, or loss or damage incurred by the Member arising from or in relation to (i) the reservation of a Vehicle, the failure to secure a reservation for a Vehicle for any reason, the non-availability of a particular type of vehicle or our supply of available vehicles (ii) any vehicle accessories, whether supplied by us, by a Member or by a third party (for example, child restraint apparatus, luggage racks, bicycle racks; the Member is responsible for the safe installation of such accessories and must check the condition of such accessories before each use), unless in each case such loss or damage is incurred due to our gross negligence or our wilful misconduct.
5.2 No Third Party. This Agreement is intended for the benefit of you and Audi on demand only, and no other party may claim rights hereunder, whether as a third-party beneficiary or otherwise.  This Agreement is excluded from the application of the Contracts (Rights of Third Parties) Ordinance, Cap. 623.
5.3 Indemnification. You shall defend, indemnify and hold Audi on demand harmless from all losses, liabilities, damages, injuries (including death), claims, demands, costs, reasonable attorney fees and other expenses (“Losses”) arising out of any transaction or occurrence related to or connected with in any manner to this Agreement, including without limitation, your breach of this Agreement and your operation of a Vehicle.


6. PRIVACY.
You acknowledge that we have established a Privacy Policy.  The Privacy Policy is available on our Mobile Website. We reserve sole discretion to amend the Privacy Policy from time to time. In the event of a change to the Privacy Policy, we shall provide notice to you in the manner set forth in the Privacy Policy.  By entering into this Agreement, you hereby accept the terms of the Privacy Policy and any amendments thereto.


7. ELECTRONIC RECORDS.
7.1 Electronic Delivery. We may, from time to time, give you: (a) written notice of changes to this Agreement, or (b) an Internet website address where the revised version of this Agreement can be found. You may decline such changes by discontinuing your membership in the Program. You may also obtain a free copy of the latest version of the Agreement by calling the Audi on demand team (the phone number is noted on our Mobile Website).  By using the Program, you agree to form a contractual relationship with us using electronic means. To the fullest extent permitted by applicable law, this Agreement and any Communications may be provided to you electronically, and you agree to receive such Communications in an electronic form. Electronic Communications may be delivered to the last electronic mail address on file with us. All Communications in either electronic or paper format will be considered to be in “writing,” and to have been received no later than five (5) business days after dissemination, regardless of whether you have received or retrieved the Communication. We may, at our sole discretion, provide Communications in paper format to you using your most recent address on file with us. You agree that it is your sole responsibility to keep your email address current and that we may reasonably assume that any email sent by us to the email address on your Profile will be received by you. Your consent to receive Communications electronically is valid until you revoke your consent by terminating this Agreement.
7.2 Transaction Emails and Text Messages. We and/or our agents may provide to you certain transaction emails and text messages as a benefit of membership.  Transaction emails may include but are not limited to, the following: (a) confirmations of reservations; (b) reminders of reservations; (c) statements of your reservation activity; (d) alerts regarding pick-up and drop-off locations; (e) information regarding tolls and other charges; (f) notification of an expired driver’s license or credit card; (g) marketing communications; and (h) invoices. You can choose to opt out of receiving marketing communications by calling the Audi on demand team (the phone number is noted on our Mobile Website).  
7.3 Consent. By entering into this Agreement, you give your consent to the use of electronic Communications to provide or make available the information as described. By entering into this Agreement and making a reservation for the use of a Vehicle, you demonstrate that you can access information in electronic form provided or made available to you on our Mobile Website.
7.4 Withdrawal of consent. Member may withdraw consent to Audi on demand’s use of electronic records at any time. Member’s withdrawal of consent will be effective the last day of the calendar month that is at least 40 days after we have received a written letter mailed to us at the applicable address set forth in Section 9.5 requesting such withdrawal and providing a mailing address where we may send future paper documents in lieu of electronic records. Member’s withdrawal shall only be effective prospectively.  
7.5 Copies of electronic documents. Member may request a paper copy of any electronic records relating to this Agreement by written letter to the applicable address set forth in Section 9.5.  We reserve the right to charge postage and a handling fee of HK$1.00 per page provided to Member, plus HK$100.00 per request in excess of two requests in any 12 month period. Delivery of documents is conditioned upon payment in advance by credit card charge authorized by Member.


8. MEDIATION AND ARBITRATION.
8.1 Mediation. Any dispute, controversy, difference or claim arising out of or in connection with this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it (“the Dispute”) shall first be referred to mediation at Hong Kong International Arbitration Centre (“HKIAC”) and in accordance with its then current Mediation Rules.
8.2 If the mediation is abandoned by the mediator or is otherwise concluded without the Dispute being resolved, then the Dispute shall be referred to and finally resolved by arbitration pursuant to the HKIAC Domestic Arbitration Rules in force when the Notice of Arbitration is submitted.  Notices to you shall be sent to your home address in your Profile.  Notices to us must be sent to the address in Section 9.5 below.  The seat of arbitration shall be Hong Kong.  The number of arbitrators shall be one.  The arbitration proceedings shall be conducted in the English language.


9. GENERAL.
9.1 Governing Law. The terms and conditions of this Agreement shall be governed by the laws of Hong Kong.
9.2 No Waiver. No term contained in this Agreement may be changed or waived, except in a writing signed by our expressly authorized representative. No waiver of default by either party under any of the terms or conditions of this Agreement shall be construed as a waiver of any subsequent default of any of the terms or conditions of this Agreement.
9.3 Severability. If any term, provision, covenant or condition of this Agreement is held invalid or unenforceable for any reason, the remainder of the provisions will continue in full force and effect as if this Agreement had been executed with the invalidated portion eliminated. The parties hereto agree to substitute for the invalid provision a valid provision that most closely approximates the intent and economic effect of the invalid provision.
9.4 Entire Agreement. Subject to Section 2.5, this Agreement, along with any amendments hereto, encompasses the entire agreement between you and us, and supersedes all previous understandings and agreements between you and us. You acknowledge and represent that you have not relied on any representation, assertion, guarantee, warranty, collateral contract or other assurance, except those set out in this Agreement, made by or on behalf of Audi on demand prior to the execution of this Agreement
9.5 Notifications to Audi on demand. You must notify us in writing using the address applicable to your reservation. Those addresses are noted on our Mobile Website under Contact Us. Phone numbers on our Mobile Website are provided for your convenience only, and phone calls shall not constitute notice to us.
9.6 Headings. The headings of the paragraphs of this Agreement are for convenience only, are not part of this Agreement, and do not in any way limit, modify or amplify the terms and conditions of this Agreement.
9.7 Changes to this Agreement. You agree that we may change this Agreement from time to time on a prospective basis by providing you with notice of such changes. For purposes of this provision, notice shall be satisfied by us posting information on our website indicating that this Agreement has changed. By continuing to access or use our Program, you confirm that you agree to be bound by the modified terms and conditions. 


10. SIGNATURE.
10.1 You understand that by checking the box next to “I have read and agree to the following documents” and clicking on “Confirm Registration” on your enrollment, you have executed this Agreement and are bound by it.
10.2
 Direct Marketing.  You declare that by checking the box in accordance with clause 10.1 above, you permit us OR Audi Hong Kong to use your email address, contact numbers and your contact address to provide you with offers in connection with Audi on demand promotions and services; AUDI vehicles and accessories, brand activities and brand marketing research activities, as well as marketing events or driving experiences and the same products and services from Audi Hong Kong marketing partners.
If you do not wish to receive any direct marketing materials from us or Audi Hong Kong, please click here to unsubscribe.