Last Updated: 29th December 2019
Last Updated: 29th December 2019
1. We are allRiDi Limited (hereinfter referred to as “the Company”) we own and operate this App.
3. Definitions and Interpretation
3.1. In this Agreement unless the context otherwise requires:
i. “Apps” includes all mobile applications, technology platforms, websites, content, product and related services created and owned by the Company that facilitate Riders to request arrange and schedule Transportation Services including the purchase of services from third party Drivers and allows Drivers to use the Services to screen, procure and fulfill requests from Riders for Transportation Services.
ii. “Account” means an account opened by the Driver and approved by the Company to access the Driver App to benefit from the Services.
iii. “Drivers” means independent contractors who utilize the Drivers App to provide transportation services to Users. Drivers are not employees of the Company. Drivers provide Transportation Services to the Riders utilizing the Services and the App in their private capacity and not through any partnership, employment, or Joint Venture with the Company.
iv. “Driver’s App” means the App that allows the Driver to use the Services and screen, accept or fulfill Transportation Services requested by the Rider
v. “Charge” means the charge to be paid by a Rider for Transportation Services. It is based on the distance and time taken to go between the pick-up location and destination as set out in the Company’s schedule of fees/Charges on the Company’s Website and as calculated by the Drivers App
vi. “ID” means the unique identification number assigned to a Driver on opening an Account.
vii. “Request” means a request from a Rider for Transportation Services.
viii. “Riders” means users who utilize the App to either request, schedule, arrange, procure or receive Transportation Services from Drivers.
ix. “Services” means access to the App and related services that facilitate Riders to request arrange and schedule Transportation Services including the purchase of services from third party Drivers and allows Drivers to use the Services to screen, accept and fulfill requests from Riders for Transportation Services.
x. “Services Fee” shall be a percentage of the Charge paid by the Rider, for Transportation Services received through the use of the App and Services. This percentage is due and owing to the Company upon receipt of the Transportation Service. If the Service Fee is received by the Driver it is held on trust for the Company.
xi. “Terms” means the terms and conditions of use that govern the Driver’s use and access in the Territory of the Services and App
xii. “Territory” means Trinidad and Tobago
xiii. “Transportation Services” includes any request from Riders for transport, including the arrangement, scheduling, delivery and logistics associated with the provision of Transport from Drivers to Riders.
xiv. “Users” means any person who provides information to the Company, utilizes the Services; accesses the App to requests, receive, schedule, arrange or provide Transportation Services.
xv. “Rider Information” means information (which may include User’s name, phone number, rating, profile photo, pick up location and destination) about a User that the Driver can access when a User requests Transport Services
xvi. “Vehicle” means the Vehicle driven by the Driver to provide Transportation Services to the Riders which must meet the quality standards and other criteria set by Company (as amended from time to time) and which must at all times comply with all statutory and legal requirements.
3.2. The singular includes the plural and the plural includes the singular; the masculine gender includes the feminine and neuter genders; the word “person” includes bodies corporate, companies, partnerships, syndicates, trusts and any association of persons; and the word “individual” means a natural person.
4. Acceptance of the Terms and Conditions
4.1. Your use of the App and the Services are subject to the Terms contained herein. By using the App, you will be deemed to have accepted and agreed to be bound by these Terms.
4.2. We may make changes to these Terms from time to time. We may notify you of such changes by any reasonable means, including by posting the revised version of these Terms on the App. You can determine when we last changed these Terms by referring to the ‘LAST UPDATED’ statement above. In addition to this, the Terms will also be updated and dated on the website.
4.3. Your use of the App following changes to these Terms will constitute your acceptance of those changes.
5. Terms of Service
5.1. By using the App you acknowledge the following;
i. The App is a technology platform that facilitates Riders to interact with and request Transportation Services from independent third party, Drivers. Transportation Services are made available under request options in the App. Drivers, view and receive Request for Transportation Services and the Rider’s Information. The Driver can then accept the Rider’s request and provide the Transportation Services to the Rider or ignore the Request.
ii. The Company does not directly provide Transportation Services and as a Driver you are not an employee of the Company but an Independent Contractor providing Transportation Services in your personal capacity.
iii. By providing Transportation Services, you create a contractual, legal and direct relationship with you and the Rider, to which Company is not a party and to which the Company shall have no liabilities whatsoever to any party for your acts and omissions related to the Vehicle and providing the Transportation Services, (“Acts”).
iv. You as Driver bear sole responsibility for your Acts.
5.2. Conditional upon compliance with the terms herein, you as a Driver are granted a limited, non-exclusive, revocable, non-transferable, non-assignable, non-sublicensable license to use the Apps and Services:
i. On a mobile device owned, maintained and operated by you the Driver
ii. You are under no obligation of exclusivity to the Company and you are free to provide similar transportation services, open similar accounts with third parties, access services from third parties similar to the Services and engage in business, to and with any other party.
iii. Any content, data and related information that may be available via the Services and any rights not expressly set out herein are reserved by the Company and its licensors.
5.3. You are responsible for obtaining all necessary internet connections, data network access and compatible hardware and software updates necessary to use the Services and Apps. You are responsible for incurring the messaging and network data rates from your service provider. The Company makes no guarantee that the Services or Apps, or any portion thereof, will function on any particular hardware or devices. Further, the Services may be subject to malfunctions and delays related to Internet and electronic communications usage. The mobile device used to access the Services must comply with all requirements and policies of the Company as set out on the Company’s website.
5.4. We will use reasonable efforts to ensure that the App is available at all times. However, we cannot guarantee that the App or any individual function or feature of the App will always be available and/or error free. In particular, the App may be unavailable during periods when we are implementing upgrades to or carrying out essential maintenance on the App.
5.5. When accessing or using the Services you shall comply with all applicable laws and use and access the Services solely for lawful purposes.
6. Access and Use of the Service
6.1. User Account: To use the Services, you must:
i. Register for and keep an active Account. You are permitted only one Account (unless otherwise agreed to by the Company in writing). This Account is non-transferable, non sub-licenceable and non-assignable to third parties. Once the Account is duly opened you will be issued an ID.
ii. Be over 21 years of age to register and obtain an Account, unless otherwise stated. The Services shall not be accessed or used by minors.
iii. Provide certain personal information such as your name, address, mobile phone number, age, email address, Driver’s Permit, Vehicle information, Photos of your vehicle, Police Certificate of Good Character, Insurance information (Name of Provider, Policy Number); Banking Details.
iv. Be responsible for all activity under your Account, and you shall maintain the security and secrecy of your account username and password at all times.
v. Maintain the User Account with due diligence and care. You shall not disclose, share with or allow any third party (not expressly authorized by the Company) to access and or use the Account or Driver App with your Account. You shall immediately report all breaches or improper use of the Account or Driver App, (suspected or actual). You shall update keep your Account from time to time as is necessary to update the User data therein.
vi. Allow the App to access your location when online and ready to provide service.
7. Prohibited Uses
i. Use the App for any fraudulent or unlawful purpose;
ii. Use the App to defame, abuse, harass, stalk, threaten or otherwise violate the rights of others, including without limitation others’ privacy rights or rights of publicity;
iii. Impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with any person or entity in connection with the App or express or imply that we endorse any statement you make;
iv. Interfere with or disrupt the operation of the App or the servers or networks used to make the App available or violate any requirements, procedures, policies or regulations of such networks;
v. Transmit or otherwise make available in connection with the App any virus, worm, Trojan horse or other computer code that is harmful or invasive or may or is intended to damage the operation of, or to monitor the use of, any hardware, software, or equipment;
vi. Reproduce, duplicate, copy, sell, resell, or otherwise exploit for any commercial purposes, any portion of, use of, or access to the App;
vii. Modify, adapt, translate, reverse engineer, decompile or disassemble any portion of the App;
viii. Remove any copyright, trademark or other proprietary rights notice from the App or materials originating from the App;
ix. Frame or mirror any part of the App without our express prior written consent;
x. Create a database by systematically downloading and storing App content;
xi. Use any manual or automatic device in any way to gather App content or reproduce or circumvent the navigational structure or presentation of the App without our express prior written consent. Notwithstanding the foregoing, we grant the operators of public online search engines limited permission to use search retrieval applications to reproduce materials from the App for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of such materials solely in connection with each operator’s public online search service;
xii. Use of foul or abusive language, aggressive or hostile behavior or breach of any applicable laws is prohibited. You shall be courteous and respectful to Third Party Providers and other persons related to the provision of the Services;
xiii. You shall access and use the Services so as to not to cause or become a nuisance, annoyance, inconvenience to any third party and you shall not cause any property damage or injury or harm to any person as it relates to the Services; and
xiv. You shall not use the Services or App in any way that contravenes or breaches this Agreement.
8. Undertakings, Warranties of the Driver
8.1 By accessing and confirming Acceptance of this Agreement and/or by using this App, you agree and undertake:
i. To hold and maintain a valid Driver’s Permit;
ii. Maintain a minimum driver rating of 4.6
iii. To act with due diligence and care;
iv. To uphold high standards of health and safety;
v. To maintain professionalism, respect, courtesy and high-quality service to Users and third parties:
vi. To have and maintain all consents, approvals, licenses, permits and authorizations required by law to provide the Transportation Services;
vii. To give due copies of all documents evidencing the foregoing when requested by the Company (including your obligation to provide updates for any changes or renewals); and
viii. To comply with all the laws of the Territory
9. Authority to Enter Contract
9.1 By accessing and confirming Acceptance of this Agreement you warrant:
i. That you have full power and authority to enter into this Agreement and perform your obligations hereunder; and
ii. that you have not entered into, and during the term will not enter into, any agreement that would prevent you from complying with this Agreement.
10. Undertakings and Warranties of the Vehicle:
10.1 In relation to your Vehicle you as Driver by accessing and confirming Acceptance of this Agreement and/or by using this App, you agree, undertake and warrant:
i. That the Vehicle will be insured under a valid policy of insurance.
ii. That your Vehicle shall at all times be properly registered and licensed to fulfill the Transportation Services;
iii. That your Vehicle shall be duly owned, leased or in your lawful control and custody, fit for the purpose intended, be maintained in good working condition in accordance with industry standards, and shall be clean and sanitary at all times; and
iv. Where the Vehicle is required to be inspected pursuant to Regulation 27(11) of the Motor Vehicles and Road Traffic Regulations made under section 100 of the Motor Vehicles and Road Traffic Act Chap 48:50, you as Driver will pay for and submit the Vehicle for such inspection. Only where the Vehicle has passed the inspection process will the Vehicle be considered suitable for the purpose of herein.
11.1. You as Driver consent to and agree to the following:
i. The Company conducting initial and continuing background checks on you;
iii. Your Driver Data required to provide the Transportation Services including but not limited to name, contact information, photo, location, geo tracking of Vehicle and possibly Vehicle model & registration to be disclosed to a Rider whose Request in the Apps; and
iv. Having your Transportation Services rated and evaluated by Riders.
12. Provision of Transportation Services
12.1. If you, the Driver are within the vicinity of a Rider and your Account is active and you are available, you may receive a request on the Driver App.
12.2. The Driver is free to accept or decline any Request in the Driver’s sole discretion or to cancel any accepted Request via the Driver App subject to the Company’s then-current cancellation policies.
12.3. For each Request that you agree and accept using the Driver App:
i. The Company will supply certain Rider Information via the Driver App to facilitate the Request such as User’s name, rating, contact data, pick up and destination locations.
ii. It may be advisable to wait at least five minutes for a Rider to arrive at the pick-up location and that you attempt one call to the Rider to confirm if you can wait any longer or if the Rider intends to complete the Request.
iii. You as Driver must confirm the destination from the Rider directly in person unless the destination in the App is completely clear.
iv. Your Driver Data required to provide the Transportation Services to the Rider such as name, contact information, photo, location, geo tracking of Vehicle and possibly Vehicle model & registration will be disclosed in the App to the Rider.
v. You warrant, undertake, agree and accept that you as a Driver shall be solely responsible for providing the Transport Services and as such for devising and executing the most efficient, effective and safest way to perform same for each Request.
vi. You will transport the Rider to their specified destination as directed by the App or by the Rider without unauthorized interruptions, detours and stops.
vii. Upon completion of the Transportation Service you accept that the Apps will prompt a ratings section which both the Rider and Driver will be given the option to rate each other and give further feedback. You agree to give all ratings and feedback in good faith.
viii. Failure to maintain the minimum rating pursuant to the Company’s policies shall result initially in a probation period being imposed on the Driver to elevate ratings to meet the said minimum rating, failing which the Company may at its sole discretion trigger Deactivation.
ix. If Driver repeatedly declines Requests while logged in, which can adversely impact the effectiveness and efficiency of the Apps for Users, Company may at its sole discretion trigger the Deactivation.
13.1. You must log in the Driver App when you start and complete the Transportation Service for the Charge to be calculated.
13.2. You agree that Charges may surge from time to time based on traffic, times of high demand and other socio-politico and geographic factors or reasonable considerations.
13.3. You as Driver understand that you may collect the Charge directly from the Rider and therefore will hold the percentage due and owing to the Company representing Service Fees on trust for the Company as collection agent.
13.4. You are responsible for issuing correct change to the Rider and collecting the correct Charge. You shall account for and bear any Charge and Service Fee shortfall or overage.
13.5. At the completion of each Request, you shall provide a receipt or confirmation of payment through the Driver App, which shall serve as evidence of receipt of the Charge from the Rider.
13.6. You will then be responsible to remit to the Company the Service Fees from each Request in accordance with the deadline set out by the company. This will be available in the driver guidelines section of the website.
13.7. You are entitled to accept a lower Charge to the Rider than the Charge calculated by the Driver App, in which case the Company may but is not obligated to consider acceptance of a prorated lower Service Fee.
13.8. The Company reserves the right at its sole discretion to remove or adjust (whether temporarily or otherwise) all Charges and Service Fees for any of the services and shall give you notice of such changes.
13.9. The Company shall use reasonable commercial efforts to inform you of discounts, Promo Codes, surges, hikes and adjustments to Charges to ensure quality service. Continued use of the Services and App after any such change in the Charges and Service Fees shall constitute your consent to such change.
13.10. The Company reserves the right to reasonably adjust the Charge in certain circumstances including but not limited to:
i. you took an inefficient route,
ii. you failed to properly end a Request;
iii. technical errors in the Apps; and
iv. where there is evidence of fraud.
13.11. Where a Rider opts to cancel a Request that you have accepted via the Driver App, the Company may but is not obligated to charge the Rider a cancellation fee (“Cancellation Fee”). The Cancellation fee (or lower fee negotiated by you) shall be remitted to you by the Company unless the Driver collected same directly from the Rider.
13.12. The Company shall via the Driver App, provide a weekly breakdown of Service Fees and Charges per Request for you as Driver. The Driver shall remit all Service Fees and other monies due to the Company every Wednesday, if there is a holiday falling on Wednesday then the Tuesday immediately preceding.
13.13. Set off: The Company may set off any Service Fee collected by you against any card collections made to the Company in your favour.
13.14. The Company shall not be deemed to have waived its right to any amounts owed by you if:
i. There are insufficient card collections to set off against;
ii. You do not timely repay any amounts owed to the Company; or
iii. The Company elects to require a minimum amount owed prior to initiating collection efforts or otherwise delays collecting amounts owed by you. The Company reserves the right to suspend your account if you maintain a negative balance for more than one (1) week. With each payment statement, the Company shall report any offsetting and deductions
14. Intellectual Property and Ownership
14.1. You shall not, and shall not allow any other party to:
i. License, sublicense, sell, resell, transfer, assign, distribute or otherwise provide or make available to any other party the Services, Driver App in any way;
ii. Modify or make derivative works based upon the Services or Driver App;
iii. Improperly use the Services or Driver App, including creating Internet “links” to any part of the Services or Driver App, “framing” or “mirroring” any part of the Services or Driver App on any other websites or systems, or “scraping” or otherwise improperly obtaining data from the Services or Driver App;
iv. Reverse engineer, decompile, modify, or disassemble the Services or Driver App except as allowed under applicable law; or
v. Send spam or otherwise duplicative or unsolicited messages. In addition, you shall not, and shall not allow any other party to, access or use the Services or Driver App to:
a. Design or develop a competitive or substantially similar product or service;
b. Copy or extract any features, functionality, or content thereof;
c. Launch or cause to be launched on or in connection with the Services an automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burden or hinder the Company the operation and/or performance of the Services; or
d. Attempt to gain unauthorized access to the Services or its related systems or networks, all except to the extent such actions must be allowed under law.
14.2. The Services, Driver App and Company Data, including all intellectual property rights therein, are and shall remain (as between you and the Company) the property of the Company, its licensors. Neither this Agreement nor your use of the Services, Driver App or Company Data conveys or grants to you any rights:
i. in or related to the Services, Driver App or Company Data, except for the aforementioned limited license granted; or
ii. to use or reference in any manner the Company’s, or their respective licensors’ company names, logos, product and service names, trademarks, service marks or other indicia of ownership. Additionally, you acknowledge the Company’s rights in the [allRiDi Limited] family of trademarks and names, alone and in combination with other letters, punctuation, words, symbols and/or designs, the Company’s Logo and taglines. You agree that you will not try to register or otherwise claim ownership in any of the Company’s Marks and Names, alone or in combination with other letters, punctuation, words, symbols and/or designs, or in any confusingly similar mark or name.
14.3. All Ratings and feedback remain the property of the person giving same (“Rater”). The Rater grants the Company the perpetual, irrevocable, royalty free right to use display and share the said ratings and feedback in any manner connected with the Company’s business, without the need to verify the accuracy of same.
14.4. The Company is at liberty to edit or remove feedback that breach any laws or that contain inappropriate, obscene or objectionable content as Company so deems.
15. Disclaimer of Warranties.
15.1 . The Company provide, and you accept, the Services, Driver App on an “as is” and “as available” basis. The Company does not represent, warrant or guarantee that your access to or use of the Services:
i. Will be uninterrupted or error free; or
ii. Will result in any requests for Transportation Services. Company functions as an on-demand lead generation and related service only and make no representations, warranties or guarantees as to the actions or inactions of the Riders who may request or receive Transportation Services from you, and Company does not screen or otherwise evaluate Users. By using the Services and Driver App, you acknowledge and agree that you may be introduced to a third party (including Users) that may pose harm or risk to you or other third parties. You are advised to take reasonable precautions with respect to interactions with third parties encountered in connection with the use of the Services or Driver App. Company expressly disclaims all liability for any act or omission of you, any User or other third party.
16. No Service Guarantee. The Company does not guarantee the availability or uptime of the Services or Driver App. You acknowledge and agree that the Services or Driver App may be unavailable at any time and for any reason including but not limited to scheduled maintenance or network failure. Further, the Services or Driver App may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. The Company is not responsible for any delays, delivery failures or other damages, liabilities or losses resulting from such problems.
17. Indemnification. You shall indemnify, defend (at Company’s option) and hold harmless the Company and its respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines and taxes arising out of or related to:
i. your breach of your representations, warranties or obligations under this Agreement; or
ii. a claim by a third party (including Users, regulators and governmental authorities) directly or indirectly related to your provision of Transportation Services or use of the Services.
18. Tax Indemnity. You shall comply with all of your obligations under tax laws to the extent applicable to this Agreement. You shall indemnify the Company from all tax liabilities, duties, levies, claims and penalties that may be imposed on you or on the Company as a result of your failure to comply with any of your tax obligations. In particular, but without limitation to the foregoing, such taxes or duties shall include taxes, wages or other duties or withholdings (including any wage tax, national insurance premiums or employee insurance premium) arising in the event that the relationship described in this Agreement, contrary to the intention and meaning of the parties, should be held to be an employment agreement between the Company and you by the regulatory authorities in the Territory.
19. Limits of Liability.
19.1. The Company shall not be liable under or related to this Agreement for any of the following, whether based on contract, tort or any other legal theory, even if the Company has been advised of the possibility of such damages:
i. Any incidental, punitive, special, exemplary, consequential, or other indirect damages of any type or kind; or
ii. Your or any third party’s property damage, or loss or inaccuracy of data, or loss of business, revenue, profits, use or other economic advantage. Except for Company’s obligations to pay amounts due to you pursuant to Clause 11 above, but subject to any limitations or other provisions contained in this agreement which are applicable thereto, in no event shall the liability of Company under this Agreement exceed the amount of Service Fees actually paid to or due to Company hereunder in the six (6) month period immediately preceding the event giving rise to such claim.
19.2. You acknowledge and agree that any and all claims you have or purport to have against the Company should be notified to Company and/or its Affiliates within one (1) year after the event(s) that gave rise to such claim and that you forfeit all rights in respect of that claim if you fail to do so.
19.3. These limitations do not purport to limit liability that cannot be excluded under applicable law.
20.1. Each party acknowledges and agrees that in the performance of this Agreement it may have access to or may be exposed to, directly or indirectly, confidential information of the other party (“Confidential Information”). Confidential Information includes Company Data, Driver IDs, User Information, and the transaction volume, marketing and business plans, business, financial, technical, operational and such other non-public information of each party (whether disclosed in writing or verbally) that such party designates as being proprietary or confidential or of which the other party should reasonably know should be treated as confidential.
20.2. Each party acknowledges and agrees that:
i. All Confidential Information shall remain the exclusive property of the disclosing party;
ii. It shall not use Confidential Information of the other party for any purpose except in furtherance of this Agreement;
iii. It shall not disclose Confidential Information of the other party to any third party, except as provided in this Agreement and to its employees, officers, contractors, agents and service providers (“Permitted Persons”) as necessary to perform under this Agreement, provided Permitted Persons are bound in writing to obligations of confidentiality and non-use of Confidential Information no less protective than the terms hereof; and
iv. It shall return or destroy all Confidential Information of the disclosing party upon the termination of this Agreement or at the request of the other party (subject to applicable law and, with respect to the Company, its internal record-keeping requirements.
20.3. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it:
i. Is or becomes part of the public domain through no act or omission on the part of the receiving party;
ii. Was possessed by the receiving party prior to the date of this Agreement without an obligation of confidentiality;
iii. Is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto; or
iv. Is required to be disclosed pursuant to law, court order, subpoena or governmental authority, provided the receiving party notifies the disclosing party thereof and provides the disclosing party a reasonable opportunity to contest or limit such required disclosure.
20.4. Subject to all applicable laws, the Company may provide to a third party any information (including personal data and any Company Data) about you provided hereunder if:
i. There is a complaint, dispute or conflict, including an accident, between you and a User;
ii. It is necessary to enforce the terms of the Agreement;
iii. It is required, in the Company’s sole discretion, by applicable law or regulation;
iv. It is necessary, in the Company’s sole discretion:
a) To protect the safety, rights, property or security of the Company, the Services or any third party;
b) Detect, prevent or otherwise address fraud, security or technical issues; or
c) Prevent or stop activity which Company, in their sole discretion, consider to be, or to pose a risk of being, illegal, unethical, or legally actionable; or
v. It is required or necessary, in Company’s sole discretion, for insurance or other purposes related to your ability to qualify, or remain qualified, to use the Services. You understand that Company may retain your personal data for legal, regulatory, safety and other necessary purposes after this Agreement is terminated
21. Deactivation and Termination
21.1. The Company may for any reason whatsoever, with or without cause, deactivate your Account (temporarily or permanently) and or suspend, withdraw, deny, withhold or terminate the Services and or this Agreement (in whole or part) at its sole discretion including but not limited to breach of agreement or negligence by Driver, force majeure or for any reason whatsoever, (“Deactivation”).
21.2. Upon deactivation of your Account and or Termination of this Agreement you shall delete all Apps from your mobile device.
21.3. Upon Deactivation Driver will forthwith settle all outstanding amounts due to Company and thereafter subject to Driver settling all monies due to Company, Company will settle all monies due to Driver.
22. No Partnership. You acknowledge and agree that:
22.1. The Company’s provision to you of the Driver App and the Services creates a contractual legal and direct business relationship between you and the Company.
22.2. The Company does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including your provision of Transportation Services, your acts or omissions, or your operation and maintenance of your Vehicle.
22.3. You have the sole right to determine when and for how long you will use the Driver App or the Services.
22.4. Unless specifically stated and to the extent so specified in this Agreement nothing in the Agreement creates any partnership, joint venture or employer-employee relationship between you, as Driver and the Company.
22.5. You remain an independent party that is free to use and end the use of the Apps at your sole discretion.
22.6. You shall at no time hold himself out to be a servant, agent or representative of Company.
22.7. You are responsible for filing and dealing with all taxes, charges, duties and fees including Income Tax, NIS and VAT in the provision of Transportation Services and in using and accessing the Services.
23. Modification. The Company reserves the right to modify the terms and conditions of this Agreement at any time, effective upon publishing an updated version of this Agreement on the online portal available to you on the Services. The Company reserves the right to modify any information referenced at hyperlinks from this Agreement from time to time. You hereby acknowledge and agree that, by using the Services, or downloading, installing or using the Driver App, you are bound by any future amendments and additions to this Agreement, information referenced at hyperlinks herein, or documents incorporated herein, including with respect to Charge Calculations. Continued use of the Services or Driver App after any such changes shall constitute your consent to such changes.
24. Supplemental terms may apply to your use of the Services, such as use policies or terms related to certain features and functionality, which may be modified from time to time (“Supplemental Terms”). You may be presented with certain Supplemental Terms from time to time. Supplemental Terms are in addition to, and shall be deemed a part of, this Agreement. Supplemental Terms shall prevail over this Agreement in the event of a conflict.
25. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of this Agreement but the legality, validity and enforceability of the remainder of this Agreement shall not be affected. In that event, the parties shall replace the illegal, invalid or unenforceable (part of the) provision with a (part of a) provision that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable (part of the) provision, given the contents and purpose of this Agreement.
26. Assignment. You may not assign or transfer this Agreement or any of your rights or obligations hereunder, in whole or in part, without the prior written consent of Company. Company may assign or transfer this Agreement or any or all of its rights or obligations hereunder, in whole or in part, under this Agreement without consent or notification. Should the Company do so, you have the right to terminate this Agreement immediately, without prior notice.
27. Entire Agreement. This Agreement, including the recitals and all Supplemental Terms, constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In this Agreement, the words “including” and “include” mean “including, but not limited to.” The recitals form a part of this Agreement.
28. No Third-Party Beneficiaries. You acknowledge that there are no third-party beneficiaries to this Agreement. Nothing contained in this Agreement is intended to or shall be interpreted to create any third-party beneficiary claims.
29. Notices. Any notice delivered by Company to you under this Agreement will be delivered by email to the email address associated with your account or by posting on the online portal available to you on the Services. Any notice delivered by you to Company under this Agreement will be delivered 48 hours after mailing or posting (if sent by first class mail or pre-paid post) to our registered address.
30. Waiver: Company’s failure to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Company in writing.
32. Arbitration: By agreeing to the Terms you agree that:
32.1. All disputes you raise with Company including but not limited to the Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or your access to or use of the Services or App shall be resolved on an individual basis first through Mediation governed by the Mediation Act Chap: 5:02.
32.2. Should the dispute remain unresolved after Mediation the Parties agree to submit to arbitration, governed by the Arbitration Act Chap:5:01 of the Territory and such decision of arbitration shall be binding and final.
32.3. The Parties shall mutually agree to one arbitrator from the Dispute Resolution Centre to hear and determine the dispute. If the parties cannot agree on the arbitrator within one week of delivery of the written demand for arbitration by a party, the Dispute Resolution Centre shall appoint one and the Parties agree to be bound by the decision of the Dispute Resolution Centre.
32.4. The parties may mutually select a venue (for cost savings purposes) subject to agreement by the selected arbitrator.