SUPPLIER AGREEMENT FOR DRIVERS

TERMS & CONDITIONS PARTIES THIS AGREEMENT is made BETWEEN:

ChauffeurAi Limited of 10 Parchment Street, Winchester SO23 8AT (Company Registration Number 14956466) (the “Company”)

-and-
Name and Address fields as entered (the "Supplier").

DEFINITIONS Agreement” means this document and incorporates any other agreements, policies or related documents referenced herein.

Client(s)” means any person who makes a Private Hire Booking, including all associated passengers to that private hire booking, with the Company for a Service.

"Communication Software” means a mobile application, accessed using a Mobile Device, which transmits Private Hire Booking details using telecommunication or navigation software (that is to say software or programs capable of sending and / or receiving data in any form (including, but not limited to, credit or debit card payments, voice telephony, cellular data, wireless data, SMS and MMC messages, digital or analogue radio signals)) licensed or otherwise supplied to the Supplier in the performance of this Agreement.

“Fare(s)” means the money paid by a Client for the provision of a Private Hire Booking and Service.

“Party” / “Parties” means the Company and Supplier.

“Private Hire Booking(s)” means the same as that defined within section 56(2) Local Government (Miscellaneous Provisions) Act 1976.

“Private Hire Licensing Law” means, but is not limited to, Local Government (Miscellaneous Provisions) Act 1976.

“Private Hire Operator(s)” means the same as that defined within section section 55 Local Government (Miscellaneous Provisions) Act 1976.

“Private Hire Vehicle(s)” means the same as that defined within section 48 Local Government (Miscellaneous Provisions) Act 1976. “Private Hire Vehicle Driver(s)” means the same as that required within section 51 Local Government (Miscellaneous Provisions) Act 1976.

“Service(s)” means conveying, using a licensed Private Hire Vehicle and Private Hire Vehicle Driver supplied by the Supplier in the capacity of a licensed Private Hire Operator, of Clients and / or belongings from a collection point to destination point in accordance with a Private Hire Booking made by, for or on behalf of that Client.

“Service Fee(s)” means the money paid by the Company to the Supplier for the Service(s).

“User Licence(s)” means a licence enabling access to, and permitting use of, the Communication Software.

THIS AGREEMENT

This Agreement establishes the relationship between the Company, a licensed Private Hire Operator, and the Supplier, a licensed Private Hire Operator, and sets out the terms of that relationship.

The Agreement, amongst others, sets out- The nature of the Parties relationship.

The Parties capacity in respect of Private Hire Booking(s), Service(s) and Communication Software.

The Company’s fee obligations, in consideration of Service(s), to the Supplier.

When, and how, this Agreement can be terminated by the Parties.

Notwithstanding the other agreements, policies or related documents which this Agreement references, the Company and Supplier agree this Agreement represents the totality of the relationship between the Company and the Supplier.

This Agreement supersedes all previous agreements and once signed constitutes a legally binding agreement between the Company and Supplier.

NATURE OF RELATIONSHIP/ QUALITY STANDARDS / GUARANTEES
The Company is an incorporated company carrying on an independent business as a Private Hire Operator inviting, and accepting, Private Hire Booking(s) and arranging Service(s).

The Supplier is a corporate legal entity or person carrying on an independent business as a Private Hire Operator inviting, and accepting, sub-contracted Private Hire Booking(s) and providing Service(s).

The Company is not obliged to offer any work to Supplier, and Supplier is not obliged to accept any work which may be offered. Supplier, or any Driver using the Supplier account, may elect to refuse any passenger journey offered to them at their sole discretion, although Supplier acknowledges that The Company may choose to prioritise for offers of work those Suppliers whose account has a track record of accepting a greater number of offers.

Supplier gives the following undertakings: where a Driver has accepted a pre-booked journey, to ensure the delivery of The Vehicle to the pickup location at the time specified in the booking made via the Client App; when providing Passenger Transport Services, to ensure Passenger’s safety throughout the entire journey (ride), and to ensure that any Driver using the Supplier’s account is licenced and certified for rendering Passenger Transport Services to Clients in accordance with all applicable (local) laws and regulations, including but not limited to possessing a valid private hire licence; to ensure that the Vehicle is fully licenced and authorised to provide Passenger Transport, including but not limited to possessing a valid private hire licence; that the Vehicle is licenced and certified in accordance with all applicable (local) (safety) laws and regulations; to comply with all applicable (local) (safety) laws and regulations regarding Passenger Transport Services; to have insured the Vehicle, the lives and health of Passengers and any goods transported in accordance with all applicable (local) laws and regulations; to be liable for any direct, indirect, punitive, exemplary or consequential losses or damages of whatsoever kind arising out of the actions or inactions of its Drivers; not to be undergoing reorganisation, bankruptcy, liquidation or any other proceedings of this kind; to assist in handling and resolving client complaints promptly upon request by the Company, and to compensate the Company for any costs associated with the client's claim which result from a breach of these Terms by Supplier. As a Supplier, you may be either a natural person or a legal entity. The Company engages Suppliers to perform Passenger Transportation Services and imposes no requirement that this is done personally. It is up to you to decide who will actually perform any Passenger Transport Services which you agree to carry out, and the terms on which they are employed or engaged by you, but for regulatory reasons, it is a requirement that the Driver you engage must have been appropriately licenced and accredited by the Company / PHO in advance. Such driver must be licenced and certified in accordance with all applicable laws and regulations, have the right to work in the United Kingdom, and have no criminal record. You must comply with applicable modern slavery and human trafficking laws. You will provide The Company with such notifications as it may require as to the identity of Drivers performing Passenger Transport Services on your behalf in order to verify that these requirements have been met and provide relevant information and assurances to Passengers and Clients. You will be responsible for ensuring that the person requested to perform the Passenger Transport Services complies with all the requirements set out in this agreement. For the avoidance of doubt, in all cases, the Supplier will be paid by the Company for the Passenger Transport Services performed, and it shall be for the Supplier to enter into such private arrangements as it may wish with respect to paying the Driver who performed the Services.

Supplier must not, and must procure that any Driver performing the Passenger Transport Services on Supplier’s behalf must not, solicit any Client to provide transportation services directly to that Client in competition with the Company, either during the period for which these Terms remain in force or for 12 months afterwards in any territory in which The Company operates and in which Supplier has provided Passenger Transport Services on behalf of the Company in the final 12 months in which these terms remain in force. Supplier acknowledges that, without prejudice to any other remedies the Company may have, any breach of this clause may lead to the immediate termination of these Terms by the Company, and that the Company or PHO may report Supplier or any Driver to the Licensing Authority on suspicion of operating without or in breach of a PH operator licence.

CAPACITY – PRIVATE HIRE BOOKING(S) & SERVICE(S)
The Company shall act as first operator and principal to the Client for Private Hire Booking(s) and the Service(s). The Supplier shall act as second operator and agent of the Company for the provision of the Service(s).

COMPANY OBLIGATIONS – PRIVATE HIRE BOOKING(S)
The Company shall, as a licensed Private Hire Operator, invite and accept Private Hire Bookings in accordance with Private Hire Licensing Law. The Company shall provide to the Supplier details of Private Hire Bookings requiring the Service(s) using, unless otherwise agreed, the Communication Software. The Company shall collect and receive all Fare(s) payments made by Client(s).

SUPPLIER OBLIGATIONS – SERVICE(S)
The Supplier shall, as a licensed Private Hire Operator, supply the Service(s) in accordance with Private Hire Licensing Law. The Supplier shall at the Suppliers’ sole discretion accept or reject a Service request from the Company. The Suppliers’ act of acceptance of a Service request shall constitute a sub-contracted Private Hire Booking (for the purposes of Private Hire Licensing Law). The Supplier shall at the Suppliers’ sole discretion determine the manner of performance of the Service(s). The Supplier accepts, when acting as an agent on behalf the Company, it will be held liable for any act or omission attributable to the Supplier that results in any unpaid Fare(s) or related loss Supplier is responsible for providing all necessary tools and equipment to perform the Passenger Transport Services, including in particular the Vehicle, fuel for the Vehicle and a functioning smartphone meeting applicable technical specifications (whether supplied by the Supplier or a Driver engaged or employed by Supplier). Supplier is responsible for the servicing and maintenance of the Vehicle.

PAYMENT
The Supplier agrees that the Company shall process all payments in relation to the Passenger Transport Services Services, including invoicing, collecting payments from Clients, refunding Passengers/Clients (where appropriate) and remitting payments to the Supplier.

Supplier agrees that the Company shall prepare invoices, addressed to Client, in respect of the provision of Passenger Transport Services. The Company is authorised to collect all payments due and thereafter allocate/remit them in accordance with the agreement.

Neither Supplier nor Driver is entitled to receive any payment from Passengers (other than tips paid to Driver) directly. Following receipt of payment, in respect of Passenger Transport Services the Company will remit to Supplier the amount of the fare agreed with the Supplier. The remaining part of the fare collected from the passenger constitutes compensation for the Company’s services. Supplier is responsible for the payment of any Driver (whether an employee, contractor or subcontractor) engaged or employed by Supplier to perform Passenger Transport Services on his / her / its behalf.

Compensation for the Company’s services - percentage of the fare that is withheld by the Company is the fee that Supplier pays to the Company by way of compensation for the Company’s services.

Cancellation fee – In the event of cancellation of Passenger Transport Services, the Company may charge the Client a cancellation fee, according to policy guidelines. The Company is under no obligation to pay Supplier a cancellation fee. Right to withhold payments to Supplier in case of (suspicion) of non-compliance or fraud – If the Company has a reason(s) to believe or suspect that Driver has materially failed to comply with its obligations under this Agreement or is involved in fraudulent activities, the Company is entitled to withhold payments to Driver pending completion of an investigation. No minimum income – the Company does not guarantee Supplier any, or any minimum, income.

Tax obligations – Supplier is fully and exclusively responsible for compliance with all applicable (local) tax laws and obligations in relation to the provision of Passenger Transport Services pursuant to these Terms, including in relation to any Driver using Supplier’s account or anyone employed or engaged by Supplier in the provision of Passenger Transport Services. Supplier will indemnify and keep the Company indemnified against any costs (including legal costs), claims, damages, penalties, liabilities, expenses, proceedings or interest the Company may suffer or incur as a result of Supplier’s failure to comply with this obligation.

COMMUNICATION SOFTWARE
The Company agrees to licence for the purpose of transmitting bookings to the Supplier the Communication Software until the termination of this Agreement. The Supplier agrees to use the Communication Software in accordance with all terms and conditions (including applicable End User Licence Agreement (EULA) or related third party agreements) under which it is supplied and will be liable for all damage and impairment to the Communication Software resulting from actions or omissions by the Supplier. The Company reserves the right to make changes to the Communication Software licensed to the Supplier from time to time and to change the terms on which it is licensed.

INSURANCE
The Supplier agrees at all times to maintain in respect of the Suppliers business all necessary insurance policies which properly insure, and otherwise indemnify, against all applicable risks to the Company, Clients and third parties.

FORCE MAJEURE
The Company and Supplier shall, upon being affected, forthwith inform the other party of the matters constituting force majeure and keep the other party fully informed of the continuance and of any change of circumstances whilst such force majeure continues.

The Company shall not be liable for any breach of its obligations resulting from a cause beyond its control including but not limited to fire, weather, strikes, insurrection, riots, embargoes, shortage of materials, delays in transportation, requirements of civil or military authority, war, civil unrest or terrorist action. The Company shall not, in these circumstances be liable for any delay in performance or non-performance of any of its obligations due to force majeure.

LIMITATION OF LIABILITY
All implied terms, conditions or warranties are excluded from this Agreement to the fullest extent permitted by law.

Nothing in these Terms limits or excludes the liability of the Company for death or personal injury resulting from negligence by the Company or fraud or fraudulent misrepresentation.

The Company, subject to the above Clauses, shall not be liable to a Supplier for any loss of profits or special, indirect or consequential loss, costs, damages, charges or expenses.

The total liability of the Company in contract, tort or otherwise shall in all circumstances be limited to the applicable Service Fee(s) for each Service. The Supplier accepts it will be held liable for any act or omission attributable to the Supplier that results in any loss to the Company of profits or special, indirect or consequential loss, costs, damages, charges or expenses. In no event shall the Company's aggregate liability to Supplier for any and all claims arising out of the provision of the Passenger Transport Services exceed £300.

Nothing in these Terms shall exclude or limit any liability of the Company which cannot be excluded or limited under applicable law, including but not limited to the PHV Regulations.

INTELLECTUAL PROPERTY
This Agreement is not a contract for the sale or transfer of ownership rights of any material supplied by the Company to the Supplier. The Supplier, in signing this Agreement, acknowledges the Company retains ownership of, pursuant to the Copyright, Designs and Patents Act 1988, any and all material supplied by the Company to the Supplier.

DATA PROTECTION
The Parties agree to abide by all relevant provisions set out in the General Data Protection Regulation (GDPR) (EU) 2016/679 (as incorporated by the Data Protection Act 2018). The Supplier, in signing this Agreement, confirms it has received a copy of the Company’s Privacy Policy pursuant to Article 12 General Data Protection Regulation (GDPR) (EU) 2016/679. The Supplier agrees to present, where applicable, the Company with a copy of the Supplier’s Privacy Policy pursuant to Article 12 General Data Protection Regulation (GDPR) (EU) 2016/679 The Company is registered with the Information Commissioner’s Office.

TERMINATION
The Company and Supplier may terminate this Agreement for any reason at any time for any reason by giving the other Party no less than 48 hours’ notice of the intention to do so.
The Company reserves the right to terminate this Agreement with immediate effect should the Supplier breach any term of this Agreement.
The Suppliers obligations under this Agreement will only end once it ceases accessing, or otherwise using, the Communication Software.

JURISDICTION
This Agreement is governed by, and subject to, the laws of England. Each of the parties irrevocably submits for all purposes in connection with this Agreement to the exclusive jurisdiction of the English courts. If any provision of these Terms shall be deemed unlawful, void or otherwise unenforceable, then such provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

VARIATIONS
Supplier shall not have the right to assign this agreement without the prior written consent of the Company. Nothing in these Terms shall be construed as placing any restriction on Supplier’s or any Driver’s ability to offer to provide services to such third parties as Supplier or Driver may choose, including competitors of the Company. the Company may change these Terms at any time by posting a revised version on its website. Any change shall come into effect and be deemed accepted by you if you continue using our website, accepting bookings or providing services after the revised version is posted.