DRIVER PLATFORM MARKETPLACE AGREEMENT
This agreement is dated on the date it is accepted
1. Parties
Driver Platform Ltd
incorporated and registered in England and Wales with company number
13847133 whose registered office is 61 Crescent Road, London, England, E6
1EB (“us”, “we”); and the Driver.
Account: the account that the Driver creates at the start of the engagement
on the App and/or Website to enable them to provide Services.
App: means the Driver Platform mobile application, developed, and offered
by Driver Platform Ltd to enable Customers to book Services and for Drivers
to accept and deliver the Services.
Completed job: when the Driver and/or the Customer have confirmed that the
Services have been completed and the job has been marked as completed on
the App.
Customer: a natural or legal person who books Services through the App or
Website, whether for themselves or another person who book Services via the
App or Website.
Customer Cancellation:
if a Customer cancels Services that the Driver has accepted at least two
minutes after booking the Services, a cancellation fee may be charged in
accordance with our cancellation policy (available on the Website) and a
cancellation fee may be paid to the Driver.
Driver
: the individual driver or where the Driver is a limited company, Driver
includes the individual who provides the Services to customers on the
Driver Platform Marketplace, as may be agreed between the parties from time
to time.
Driver Platform Marketplace:
also referred to as Marketplace means the online
marketplace located at driver-platform.com (including subdomains) and via
the App. Driver Platform Market Place is owned by Driver Platform Ltd a
company incorporated and registered in England and Wales with company
number 13847133 whose registered address is at 61 Crescent Road, London,
England, E6 1EB;
Services: driving for Customers who have booked the Driver’s service as
advertised by the Driver through our App, using a Vehicle. This may include
loading and unloading goods.
Vehicle: the vehicle(s) that the Driver uses to provide the Services,
including but not limited to car, Van, coach and/or bus, train, HGV,
airport shuttle, drone, recovery and/or tanker belonging to the Driver, or
the Customer.
Website: driver-platform.com, which contains information regarding current
rates and FAQs for Drivers.
3. Creating an Account
3.1 Before Services can be provided the Driver must create an Account and
provide their own compatible device (as a minimum with IOS X, Android X,
Windows X or Mac OS X). The Driver acknowledges that Services are only
accessible through Driver Platform Marketplace.
3.2 If the Account is created via Facebook Connect, either via the App or
the Website, the Driver authorises us to use the data entered to complete
their user profile.
3.3 Instructions are provided via the App or Website to create an Account
and the Driver will need to provide the required information (including but
not limited to name, address, email address, licence number(s)). If any
information changes, the Driver agrees to update their Account immediately.
3.4 Once the Account has been created, a username and password will be
provided to enable the Driver to login to their Account. The Driver agrees
to keep this information confidential and to not permit any third party to
use their Account. If the Driver believes their Account has been accessed
without their consent, or login details have been forgotten, we must be
notified immediately.
4. Term and Engagement
4.1 This agreement constitutes the full agreement between us and the Driver
in relation to the provision of the Services advertised and provided by the
Driver on our Driver Platform Marketplace.
4.2 The Services shall be provided from the date of accepting these terms
and conditions unless and until this agreement is terminated (removal by
the Driver or us from the App or Website) by either party without notice,
or as otherwise provided in this agreement.
4.3 The Driver’s ’s continuing use of the Driver Platform Marketplace is
conditional upon us receiving satisfactory vetting results.
4.4 The Driver confirms that they:
(a) are legally entitled to work in the UK;
(b) Holds all necessary licences or permits to carry out the Services;
(c) Holds all necessary permits, licences and insurances for the Vehicle(s)
at all times;
(d) Will inform us of any changes to their contact details, Vehicle(s),
personal circumstances or if they receive any points or penalties;
(e) Will keep their Account up to date with their availability and details;
(f) Will inform us immediately if they are prosecuted for or convicted of
any road traffic offence or are disqualified from holding a driving
licence; and
(g) Will provide us with copies of any documents on request, including but
not limited to licence(s), permit(s), vehicle tax and MOT certificate.
4.5 We reserve the right to carry out regular checks in relation to the
above. If any of the above information changes, we must be informed
immediately.
5.1 The Driver will provide the Services in accordance with the terms set
out in this agreement. The Driver will provide the Services with all due
skill, care and diligence and will at all times that they are advertising
on the Driver Platform Marketplace use their best endeavours to promote our
interests.
5.2 The Driver will provide Services as a driver via the Driver Platform
Marketplace.
5.3 The Driver will have our App installed on their mobile phone where they
can choose whether they are available to accept work. The Driver must keep
the App and their Account updated with their availability and details. If
the Driver accepts a job, they agree:
(a) to make themselves available to provide the Services;
(b) to attend the job on time as specified by the Customer;
(c) if they are unable to provide the Services due to illness or injury,
they will notify us as soon as reasonably practicable in order that we can
allocate the job to someone else, or ask the Customer to rebook via the
App;
(d) to ensure the safety of the Customer while providing the Services;
(e) to ensure their vehicle is fully licenced and certified in accordance
with all safety laws and regulations;
(f) to follow any health and safety and operation policies as notified by
the Customer;
(g) to co-operate with any drug and alcohol screening programme that the
Customer operates;
(h) to be fully insured; and
(i) to assist in handling and resolving any Customer complaints promptly.
(j) must have Public Liability Insurance and, Goods In transit Insurance if
a Courier, or Man and Van to register on the Driver Platform Marketplace
Platform.
5.4 The Driver is free to choose their availability and may remove
themselves from the App at any time. If the Driver is not available to
provide Services they must update the App to show that they are
unavailable.
5.5 The Driver must comply with our Driver Platform Marketplace
policies that are in place from time to time to include but not limited
to complying with all reasonable standards of safety at all times, our
health and safety policies and procedures, and immediately inform us of
any unsafe working conditions or practices.
Frequently Asked Questions for drivers are available on the Website.
5.6 The Driver has no authority (and shall not hold themselves out as
having authority) to bind us in any way, unless we have specifically
permitted this in writing in advance.
5.7 The Driver must not engage in any activity, practice or conduct
which would constitute either a UK tax evasion facilitation offence or
a foreign tax evasion facilitation offence under the Criminal Finances
Act 2017
, and must also comply with anti-bribery legislation.
6.1 For the provision of the Services, we will pay the Driver the fee
set out on the App or Website for each Completed Job ( Fee). The Driver will receive payment of a Completed
Job within 7 days of the job completion date except if the 7 th day falls on a weekend or bank holiday then it will be
the next working day, and subject to clause 6.3.
6.2 The Driver gives us the right to invoice the Customer on their behalf
for each Completed Job. The Customer will pay Driver Platform Ltd and
Driver Platform Ltd will transfer into the Driver’s account the money due
to them for the invoice. Delays in receiving payment from the customer may
cause delay in payment to the Driver.
6.3 In the event of Customer Cancellation, the Driver may receive a
cancellation fee in accordance with the terms set out on the Website.
6.4 The Driver will not receive the Fee in the following circumstances:
(a) The Customer does not pay for the Services;
(b) The Customer cancels the Services within two minutes of booking the
Services;
(c) The Driver does not complete the job once it has been allocated to
them;
(d) The Driver fails to attend the job and does not notify us to enable us
to reallocate the job, or ask the Customer to rebook;
(e) We receive a Customer complaint in relation to the Services that result
in non-payment by the Customer; and/or
(f) The Driver fails to mark the job as complete after completing a job.
6.5 We reserve the right to withhold Fees pending investigation if we
suspect that the Driver has failed to comply with their obligations
under this agreement or are involved in fraudulent activity, and in
this situation may notify HMRC or any other relevant authority.
6.6 The Driver shall bear their own expenses. For the avoidance of doubt,
the Driver is responsible for any mobile phone data charges and calls
associated with using the App.
6.7 No expenses should be incurred on behalf of a Customer. Any such
expenses will not be reimbursed.
6.8 We are entitled to deduct from the fees (and any other sums)
payable to the Driver any sums that are owed to us at any time.
6.9 Though sign up on the Driver Platform Marketplace is free, the Drivers
will be charged a one off £20 to cover vetting costs which will be deducted
in two payments at £10 each.
7. Availability of the App and Website
7.1 The Services are freely and exclusively accessible on the App and
Website. Both parties acknowledge that the App and Website require use of
the internet, which is outside of our reasonable control.
7.2 We shall make every effort to keep the App and Website available,
independently of the maintenance operations on the App and Website. We make
no guarantees as to the availability, speed of access and/or speed of
saving in relation to the App and Website.
7.3 We will not be responsible for any direct support or maintenance of the
App and Website to the Consultant, nor any issues experienced downloading
or accessing content, or any other system failures. If for some reason the
App or Website is not available, the Driver will not be entitled to any
payments.
7.4 We reserve the right to modify or interrupt the App or Website at any
time, temporarily or permanently, without prior notice and without
entitlement to compensation.
8. Other activities
8.1 The Driver may be engaged, employed, or concerned in any other
business, trade, profession or other activity.
9. Confidential information and our property
9.1 The Driver shall not use or disclose to any person either during or at
any time after the engagement by us any confidential information about our
business or affairs or any of our business contacts, or about any other
confidential matters which may come to their knowledge in the course of
providing the Services. For the purposes of this clause, Confidential
Information means any information or matter which is not in the public
domain and relates to our affairs or any of our business contacts,
including but not limited to any data, information and other resources
provided by us to enable the Driver to effectively use the App and deliver
the Services, financial statements, screenshots of the App or website, or
any booking details.
9.2 The restriction above does not apply to:
(a) any
confidential information which is already in or (otherwise than through the
Driver’s unauthorised disclosure) becomes available to, or within the
knowledge of, the public generally;
(b) any use or disclosure authorised by us, or required or protected by
law.
9.3 All documents, manuals, hardware and software provided for the
Driver’s use by us, and any data or documents (including copies)
produced, maintained or stored on our computer systems or other
electronic equipment (including mobile phones if provided by us),
remain our property.
10.1 The Driver agrees that we will collect and process personal
details and
any information necessary to fulfil licensing and business requirements,
including sensitive personal data (also known as ‘special categories of
personal data’) relating to them in accordance with our data protection
privacy notice annexed at Schedule 1 of this agreement. The Driver’s
contact details may be shared to Customers to allow them to make contact
regarding an allocated booking. This data may also include ratings and
comments provided by Customers.
10.2 The Driver consents to us making checks on the Driver’s DVLA licence
record from time to time without notice.
10.3 The Driver will comply with their obligations under the United Kingdom
General Data Protection Regulation (UK GDPR), the Data Protection Act 2018
(DPA 2018) and under our data protection policy.
10.4 The Driver will:
(a) co-operate fully with us in order to enable us to comply with our
obligations under applicable data protection legislation.
(b) ensure that Customer personal data is:
(i) only processed in a manner consistent with the legislation;
(ii) not used for any unauthorised or unlawful purpose (including
contacting any Customer for any reason other than providing the Services);
(iii) not stored or recorded, electronically or otherwise; and
(iv) not retained for any longer period than necessary to comply with legal
obligations.
(c) implement and maintain appropriate technical and organisational
measures against unauthorised and unlawful processing of Personal Data and
against accidental loss and destruction of or damage to Personal Data;
(d) process any Personal Data disclosed by or on our behalf only for the
purposes of providing the Services and only for the purposes for which that
Personal Data was obtained and is processed by us;
(e) not transfer any Personal Data outside the UK or to any international
organisation without our prior written consent;
(f) immediately provide such evidence of their compliance with their
obligations under this clause as we may from time to time reasonably
request;
(g) immediately upon notification by us, take all appropriate action to
enable us to properly comply with any request from a data subject in
relation to access to and/or rectification or erasure of Personal Data; and
(h) immediately notify us of any data breach relating to Personal Data
about which they become aware.
10.5 The Driver shall have personal liability for and shall indemnify
us for any loss, liability, costs (including legal costs), damages, or
expenses resulting from any breach by the Driver, of the Data
Protection Legislation, and shall maintain in force full and
comprehensive insurance policies to cover such liability.
11.1 The Driver shall have personal liability for and shall indemnify
us for any loss, liability, costs (including reasonable legal costs),
damages or expenses arising from any breach by the Driver of the terms
of this agreement, including any negligent or reckless act, omission or
default in the provision of the Services and shall maintain in force
during the period of this agreement adequate insurance cover with
reputable insurers acceptable to us.
11.2 For the avoidance of doubt, we are not liable for:
(a) any damages resulting from a third party fraudulently making use of the
Driver’s Account,
(b) any damages resulting from a cybersecurity attack or breach;
(c) failure to meet any of our obligations due to events beyond our control
(i.e. system error or network failure); and
(d) any damage to the Driver’s equipment following installation or use of
our App or Website, including but not limited to computer equipment and/or
mobile phone(s).
11.3 Nothing in this agreement shall exclude or limit any of our liability
which cannot be excluded or limited under applicable law.
12.1 The Driver hereby assigns to us all existing and future intellectual
property rights (including, without limitation, patents, copyright and
related rights) and inventions arising from the Services provided through
us. The Driver agrees promptly to execute all documents and do all acts as
may, in our opinion, be necessary to give effect to this clause.
12.2 The Driver hereby irrevocably waives all moral rights under the
Copyright, Designs and Patents Act 1988 (and all similar rights in other
jurisdictions) which they have or will have in any existing or future
works.
13. Termination
13.1 We reserve the right to remove the
Driver from the App and Website without notice. The Driver is free to
remove themselves from the App and Website without notice.
13.2 We may at any time terminate the engagement with the Driver with
immediate effect and remove the Driver from the App and Website with no
liability to make any further payment to the Driver if:
(a) we receive a Customer complaint in relation to the Services;
(b) the Driver receives unsatisfactory Customer ratings in relation to the
Services that we consider warrant immediate termination;
(c) the Driver is in material breach of any of obligations under this
agreement;
(d) The Driver is under the influence of drug or alcohol while carrying out
the Services; or
(e) other than as a result of illness or accident, after notice in writing,
the Driver wilfully neglects to provide or fails to remedy any default in
providing the Services.
13.3 Any delay by us in exercising our rights to terminate shall not
constitute a waiver of those rights.
14. Obligations on termination
14.1 The Driver
will immediately upon termination of the engagement, and at any time on
request, return to us any property belonging to us, including but not
limited to all computer programs, reports, manuals, files, notes, accounts,
documents, correspondence, books, materials, papers and information (on
whatever media and wherever located) any keys and any other property
belonging to us that has been made or received by the Driver during the
course of providing the Services and which are in their possession or under
their control.
14.2 The Driver will immediately upon termination of the engagement
irrevocably delete any information relating to our business stored in any
magnetic or optical drive or memory, and all matter derived from such
sources, which is in their possession or under their control outside of our
premises.
15.1 The Driver will be an independent self employed individual
providing their services on the Driver Platform Marketplace Platform
and nothing in this agreement shall render them our consultant,
employee, worker, agent or partner and the Driver shall not hold
themselves out as such.
15.2 The Driver shall be fully responsible for and indemnify us against
any liability, assessment or claim for:
(a) taxation howsoever arising from or made in connection with the
performance of the Services, where such recovery is not prohibited by
law; and
(b) any employment-related claim or any claim based on worker status
(including reasonable costs and expenses) brought by the Driver against
us arising out of or in connection with the provision of the Services,
except where such claim is as a result of any act or omission by us.
15.3 We may satisfy such indemnity (in whole or in part) by way of
deduction from any payment due to the Driver.
16.1 This agreement may only be varied by a document agreed by both
parties.
17.1 The Contracts (Rights of Third Parties) Act 1999 shall not apply
to this agreement and no person other than the Driver and us shall have
any rights under it. The terms of this agreement or any of them may be
varied, amended or modified or this agreement may be suspended,
cancelled or terminated by agreement in writing between the parties or
this agreement may be rescinded (in each case) without the consent of
any third party.
18.1 This agreement and any dispute or claim arising out of or in
connection with it or its subject matter or formation (including
non-contractual disputes or claims) shall be governed by and construed
in accordance with the law of England and Wales.
19.1 The courts of England and Wales shall have exclusive jurisdiction
to settle any dispute or claim arising out of or in connection with
this agreement or its subject matter or formation (including
non-contractual disputes or claims).
—————————————————————————————————————————————————–
By accepting these terms and conditions, the Driver acknowledges they have
read, understood and accepted the terms of this agreement.
Schedule 1 – GDPR Data Protection Privacy Notice
This notice explains what personal data (information) we hold about you,
how we collect it, and how we use and may share information about you
during your engagement and after it ends. We are required to notify you of
this information under data protection legislation. Please ensure that you
read this notice (sometimes referred to as a ‘privacy notice’) and any
other similar notice we may provide to you from time to time when we
collect or process personal information about you.
Driver Platform Ltd is a ‘data controller’ and gathers and uses certain
information about you.
Data protection principles
We will comply with the data protection principles when gathering and using
personal information.
About the i
nformation we collect and hold
What information
We may collect the following information during your engagement:
• Your name, contact details (ie address, home and mobile phone numbers,
email address) and emergency contacts (ie name, relationship and home and
mobile phone numbers);
• Information collected during the recruitment process that we retain
during your engagement;
• Contract information;
• Details of pay and benefits, bank/building society, National Insurance
and tax information, your age;
• Details of your spouse/partner and any dependants;
• Your nationality and immigration status and information from related
documents, such as your passport or other identification and immigration
information;
• Information in your sickness and absence records (including sensitive
personal information regarding your physical and/or mental health);
• Your racial or ethnic origin, sex and sexual orientation, religious or
similar beliefs;
• Details of your time and attendance records;
• Information in applications you make for other positions within our
organisation;
• Information about your use of our IT, communication and other systems,
and other monitoring information;
• Your image, in photographic form;
• Details of your use of business-related social media, such as LinkedIn;
• Your use of public social media (only in very limited circumstances, to
check specific risks for specific functions within our organisation; you
will be notified separately if this is to occur); and
• Details in references about you that we give to others.
Certain of the categories above may not apply to you if you are a worker,
agency worker, independent contractor or freelancer.
How we collect the information
We may collect this information from you, your personnel records, the Home
Office, share scheme administrators, pension administrators, your doctors,
from medical and occupational health professionals we engage and from our
insurance benefit administrators, employees, drivers and other
professionals we may engage, e.g. to advise us generally and/or in relation
to any grievance, conduct appraisal or performance review procedure,
monitoring of our websites and other technical systems, such as our
computer networks and connections, CCTV and access control systems,
communications systems, remote access systems, email and instant messaging
systems, Internet facilities, telephones, voicemail and mobile phone
records. We will use a third party to conduct checks.
Why we collect the information and how we use it
We will typically collect and use this information for the following
purposes:
• for the performance of a contract with you, or to take steps to enter
into a contract;
• for compliance with a legal obligation (e.g. health safety legislation);
• for the purposes of our legitimate interests or those of a third party
(such as a benefits provider), but only if these are not overridden by your
interests, rights or freedoms.
• because it is necessary for carrying out obligations;
• for reasons of substantial public interest (ie equality of opportunity or
treatment); and
• to defend any legal claims that may be brought against us in connection
with your engagement, or to establish, bring or pursue any claim against
you, eg to enforce post-termination restrictions; this will typically
involve passing information on to our legal advisers, who will be subject
to strict professional and contractual duties of confidentiality.
Please contact us for further information on the monitoring we undertake in
the workplace and how we do this. We seek to ensure that our information
collection and processing is always proportionate. We will notify you of
any material changes to information we collect or to the purposes for which
we collect and process it.
How we may share the information
We may also need to share some of the above categories of personal
information with other parties, such as external contractors and our
professional advisers and with potential purchasers of some or all of our
business or on a re-structuring. Usually, information will be anonymised
but this may not always be possible. The recipient of the information will
be bound by confidentiality obligations. We may also be required to share
some personal information as required to comply with the law.
Where information may be held
Information may be held at our offices, and third party agencies, service
providers, representatives and agents as described above.
How long we keep your information
We keep your information during and after your engagement for no longer
than is necessary for the purposes for which the personal information is
processed.
Your right to object to us processing your information
Where our processing of your information is based solely on our legitimate
interests (or those of a third party), you have the right to object to that
processing if you give us specific reasons why you are objecting, which are
based on your particular situation. If you object, we can no longer process
your information unless we can demonstrate legitimate grounds for the
processing, which override your interests, rights and freedoms, or the
processing is for the establishment, exercise or defence of legal claims.
Please contact Nchika Myers if you wish to object in this way.
Your rights to correct and access your information and to ask for it to
be erased
Please contact Nchika Myers if (in accordance with
applicable law) you would like to correct or request access to information
that we hold relating to you or if you have any questions about this
notice. You also have the right to ask for some but not all of the
information we hold and process to be erased (the ‘right to be forgotten’)
in certain circumstances. We will provide you with further
information about the right to be forgotten, if you ask for it.
Keeping your personal information secure
We have appropriate security measures in place to prevent personal
information from being accidentally lost, or used or accessed in an
unauthorised way. We limit access to your personal information to those who
have a genuine business need to know it. Those processing your information
will do so only in an authorised manner and are subject to a duty of
confidentiality.
We also have procedures in place to deal with any suspected data security
breach. We will notify you and any applicable regulator of a suspected data
security breach where we are legally required to do so.
How to complain
We hope that we can resolve any query or concern you raise about our use of
your information. If not, contact the Information Commissioner at
ico.org.uk/concerns/ or telephone: 0303 123 1113 for further information
about your rights and how to make a formal complaint.
Business and Personal Terms and Conditions
DRIVER PLATFORM MARKET PLACE TERMS AND CONDITIONS
1 Definitions and interpretation
1.1 In these Conditions the following definitions apply:
| Affiliate |
means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity; |
| Applicable Law |
means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national; |
| Bribery Laws |
means the Bribery Act 2010 and all Applicable Laws in connection with bribery or anti-corruption and associated guidance published by the Secretary of State for Justice under the Bribery Act 2010; |
| Business Day |
means a day other than a Saturday, Sunday or bank or public holiday when banks generally are open for non-automated business in England; |
| Conditions |
means Driver Platform Market Place terms and conditions of supply set out in this document; |
| Confidential Information |
means any commercial, financial or technical information, information relating to the Services, plans, know-how or trade secrets which is obviously confidential in nature or has been identified as confidential, or which is developed by a party in performing its obligations under, or otherwise pursuant to the Terms. |
| Control |
has the meaning given to it in section 1124 of the Corporation Tax Act 2010 or means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of the company and Controls, Controlled and under common Control shall be construed accordingly; |
| Corporate Customer |
means the named party in the Terms which has agreed to purchase the Services on Driver Platform Market Place, whose details are set out in the Job Booking and who Driver Platform Market Place has decided, at their discretion, shall be a Corporate Customer of the Company; |
| Controller |
shall have the meaning given to it in applicable Data Protection Laws from time to time; |
| Customer |
means the named party in the Terms which has agreed to purchase the Services on Driver Platform Market Place and whose details are set out in the Job Booking; |
| Data Protection Laws |
means, as binding on either party or the Services:
(b) the Data Protection Act 2018; (c) any laws which implement any such laws; and (d) any laws that replace, extend, re-enact, |
| Data Protection Supervisory Authority |
means any regulator, authority or body responsible for administering Data Protection Laws; |
| Data Subject |
shall have the meaning given to it in applicable Data Protection Laws from time to time; |
| Documentation |
means any descriptions, instructions, manuals, literature, technical details or other related materials supplied in connection with the Services; |
| Driver Platform Market Place |
means the online marketplace located at https://www.driver-platform.com (including subdomains) and via the app for Customers |
| Driver Platform Market Place’s Driver |
means any self-employed persons, contractors, and any sub-contractors who are engaged in the performance of the Services from time to time; |
| Driver Platform Market Place’s Personnel |
means all employees, officers, staff, other workers, agents and consultants of Driver Platform Market Place, its Affiliates and any of their sub-contractors who are engaged in the management of the Services from time to time; |
| Fee | has the meaning set out in clause 3.1; |
| Force Majeure |
means an event or sequence of events beyond a party’s reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under the Terms including an act of God, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Terms, strike, lockout or boycott or other industrial action including those involving Driver Platform Market Place or its workforce, but excluding the Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay; |
| GDPR |
means the General Data Protection Regulation, Regulation (EU) 2016/679, as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or of a part of the United Kingdom from time to time); |
| Intellectual Property Rights |
means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in software, rights in Confidential Information, rights to invention, rights to sue for passing off, domain names and all other intellectual property rights and similar rights and, in each case: (a) whether registered or not; (b) including any applications to protect or register (c) including all renewals and extensions of such (d) whether vested, contingent or future; |
| International Organisation |
shall have the meaning given to it in applicable Data Protection Laws from time to time; |
| IPR Claim | has the meaning given in clause 12.1; |
| Job Booking |
means the job booking for the Services onDriver Platform Market Place placed by the Customer via Driver Platform Market Place’s website or app. |
| Job Location |
means the address or addresses for the commencement and the performance of the Services as set out in the Job Booking; |
| Modern Slavery Policy |
means Driver Platform Market Place’s anti-slavery and human trafficking policy in force and notified to the Customer from time to time; |
| MSA Offence | has the meaning given in clause 9.2.1; |
| Personal Data |
shall have the meaning given to it in applicable Data Protection Laws from time to time; |
| Personal Data Breach |
shall have the meaning given to it in applicable Data Protection Laws from time to time; |
| processing |
has the meaning given to it in applicable Data Protection Laws from time to time (and related expressions, including process, processing, processed, and processes shall be construed accordingly); |
| Processor |
shall have the meaning given to it in applicable Data Protection Laws from time to time; |
| Protected Data |
means Personal Data received from or on behalf of the Customer in connection with the performance of Driver Platform Market Place’s obligations under the Terms; |
| Services |
means the Services as set out via the Driver Platform Market Place and in the Job Booking and to be performed by a Driver Platform Market Place’s Driver for the Customer in accordance with the Terms; |
| Specification |
means the description or Documentation provided for the Services set out or referred to in the Terms; |
| Sub-Processor |
means any agent, sub-contractor or other third party (excluding its employees) engaged by Driver Platform Market Place for carrying out any processing activities on behalf of the Customer in respect of the Protected Data; |
| Terms |
means the terms between Driver Platform Market Place and the Customer for the supply and purchase of Services incorporating these Conditions and the Job Booking and including all their respective schedules, attachments, annexures and statements of work; |
| VAT |
means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Services. |
1.2 In these Conditions, unless the context requires otherwise:
1.2.1 a reference to the Terms includes these Conditions, the Job
Booking, and their respective schedules, appendices and annexes (if
any);
1.2.2 any clause, schedule or other headings in these Conditions is
included for convenience only and shall have no effect on the
interpretation of the Conditions;
1.2.3 a reference to a ‘party’ includes that party’s personal
representatives, successors and permitted assigns;
1.2.4 a reference to a ‘person’ includes a natural person, corporate or
unincorporated body (in each case whether or not having separate legal
personality) and that person’s personal representatives, successors and
permitted assigns;
1.2.5 a reference to a ‘company’ includes any company, corporation or
other body corporate, wherever and however incorporated or established;
1.2.6 a reference to a gender includes each other gender;
1.2.7 words in the singular include the plural and vice versa;
1.2.8 any words that follow ‘include’, ‘includes’, ‘including’, ‘in
particular’ or any similar words and expressions shall be construed as
illustrative only and shall not limit the sense of any word, phrase,
term, definition or description preceding those words;
1.2.9 a reference to ‘writing’ or ‘written’ includes any method of
reproducing words in a legible and non-transitory form;
1.2.10 without prejudice to the provisions of clause 14, a reference to
legislation is a reference to that legislation as in force at the date
of the Terms as amended, extended, re-enacted or consolidated from time
to time;
1.2.11 a reference to any English action, remedy, method of judicial
proceeding, court, official, legal document, legal status, legal
doctrine, legal concept or thing shall, in respect of any jurisdiction
other than England, be deemed to include a reference to that which most
nearly approximates to the English equivalent in that jurisdiction.
2 Application of these conditions
2.1 .The Customer
agrees to read these terms and conditions carefully before using the
Driver Platform Marketplace. By using the Driver Platform Marketplace
in any way, the Customer agrees to be bound by these Terms
2.2 Driver Platform Marketplace provides a marketplace for Customers
seeking driver Services. Driver Platform Marketplace does not itself
provide these Services. The contract for the sale and provision of such
Services is directly between the Driver Platform Marketplace’s Driver
and the Customer. Driver Platform Marketplace is not the agent, joint
venture nor partner of either the Driver Platform Marketplace’s Driver
or the Customer.
2.3 No terms or conditions endorsed on, delivered with, or contained in
the Customer’s purchase conditions, Job Booking, confirmation of Job
Booking, specification or other document shall form part of the Terms
except to the extent that Driver Platform Market Place otherwise agrees
in writing.
2.4 No variation of these Conditions or to a Job Booking or to the
Terms shall be binding unless the Customer is notified via email.
2.5 For the purposes of these Conditions a Customer is a ‘Consumer
Customer’ if they are placing a Job Booking for Services from Driver
Platform Market Place’s website or app as an individual for domestic
and personal use only. A Customer is a ‘Business Customer’ if they are
placing a Job Booking for Services from Driver Platform Market Place’s
website or app for purposes relating to their trade, business, craft or
profession. Some Conditions only apply to a Customer’s Job Booking if
the Customer is a consumer and other terms only apply to a Customer’s
Job Booking if they are a business customer.
2.6 Each Job Booking by the Customer on Driver Platform Market Place
shall be an offer to purchase Services subject to the Terms including
these Conditions.
2.7 In order for the Customer to place a Job Booking they must first
set up and register their account via Driver Platform Market Place’s
website or app. The Customer will need to provide their contact
information and credit and debit card information to complete the
registration process.
2.8 Driver Platform Market Place’s Driver may accept or reject a Job
Booking at its discretion. A Job Booking shall not be accepted, and no
binding obligation to supply any Services shall arise, until the
earlier of:
2.8.1 Driver Platform Market Place’s written acceptance of the Job
Booking by way of confirmation email; or
2.8.2 the Driver Platform Market Place’s Driver performing the Services
or notifying the Customer that they are ready to be performed (as the
case may be).
2.9 Rejection by the Driver Platform Market Place’s Driver of a Job
Booking, including any communication that may accompany such rejection,
shall not constitute a counter-offer capable of acceptance by the
Customer.
2.10 If the Customer places a Job Booking (of which the Driver Platform
Market Place’s Driver accepts) of which the Customer then decides to
cancel, if the Job Booking was placed more than two minutes before the
request for cancellation, cancellation charges will apply. Please see
Driver Platform Market Place’s cancellation charges on its website
found here [please insert cancellation charges policy]. However, if the
cancellation request is made within two minutes of the Customer placing
the Job Booking, no cancellation charges will apply.
2.11 If the Customer places a Job Booking (of which Driver Platform
Market Place’s Driver accepts) of which the Customer then needs to
amend (for example, they have entered an incorrect Job Location), if
the Job Booking was placed more than two minutes before the request to
amend their order then their Job Booking will be cancelled and they
will need to submit a new Job Booking and cancellation charges will
apply. Please see Driver Platform Market Place’s cancellation charges
on its website found here [please insert cancellation charges policy]
However, if the request to amend the Job Booking is made within two
minutes of the Customer placing the Job Booking, the Customer will be
able to amend their Job Booking without cancellation charges applying.
2.12 Marketing and other promotional material relating to the Services
are illustrative only and do not form part of the Terms.
3.1 The fee for the Services shall be as set out in the Job Booking or,
where no such provision is set out, shall be as advised by Driver
Platform Market Place from time to time before the date the Job Booking
is placed(the Fee).
3.2 The Fees are exclusive of:
3.2.1 insurance, and all other related charges or taxes (to include but
not limited) congestion charges and other surcharges which shall be
charged in addition at Driver Platform Market Place’s standard rates.
For more information, please see Driver Platform Market Place’s
“Surcharges and other charges” policy found here [insert surcharge
policy] , and
3.2.2 VAT (or equivalent sales tax).
3.3 The Customer shall pay any applicable VAT to Driver Platform Market
Place on receipt of a valid VAT invoice.
3.4 Driver Platform Market Place may increase the Fees at any time.
3.5 If in the event that Driver Platform Market Place gives to the
Customer an incorrect Fee in the Job Booking due to an error or
omission, Driver Platform Market Place will issue the Customer with an
amended invoice which the Customer shall pay by the due date as stated
on the amended invoice.
4.1 Driver Platform Market Place shall invoice the Customer via
automated email for the Services, in full, following the Driver
Platform Market Place’s Driver’s acceptance of the Job Booking. Driver Platform
Market Place’s Drivers have agreed that Driver Platform Market Place
shall invoice the Customer and collect payment from the Customer on
their behalf.
4.2 The Customer’s registered credit or debit card will be charged in
full for the Services at the time Driver Platform Market Place sends
the invoice to the Customer.
4.3 If the Customer is a Corporate Customer, they shall pay all
invoices:
4.3.1 in full without deduction or set-off, in cleared funds by the due
date as stated on each invoice;
(a) via debit or credit card. Driver Platform Market Place accepts the
following credit cards and debit cards: Visa, MasterCard, Maestro and
Visa Debit; or
(b) PayPal.
4.3.2 to the bank account nominated by Driver Platform Market Place.
4.4 Time of payment is of the essence. Where sums due under these
Conditions are not paid in full either in accordance with clause 4.2 or
4.3:
4.4.1 Driver Platform Market Place may, without limiting its other
rights, charge interest on such sums at 8% a year above the base rate
of the Bank of England from time to time in force (subject to a
miniminn base rate of 0%);,
4.4.2 interest shall accrue on a daily basis and apply from the due
date for payment until actual payment in full, whether before or after
judgment; and
4.4.3 where a payment is disputed, interest will only be payable after
the dispute is resolved, on sums found or agreed to be due, from the
due date for payment until the date the payment is received as a
showing of good faith.
Driver Platform Market Place may set and vary credit limits from time
to time and withhold all future Job Booking’s from the Corporate
Customer if the Corporate Customer exceeds such credit limit.
6.1 The Services shall be performed by the Driver Platform Market
Place’s Driver from the Job Location on the date specified in the Job
Booking.
6.2 The Services shall be deemed performed on completion of the
performance of the Services as specified in the Job Booking.
6.3 Driver Platform Market Place shall not be liable for any delay in
or failure of performance caused by:
6.3.1 the Customer’s failure to be available at the Job Location;
6.3.2 the Customer’s failure to provide Driver Platform Market Place
via the Driver Platform Market Place with the correct instructions for
performance or otherwise relating to the Services;
6.3.3 the Driver Platform Market Place’s Driver’s delay or failure of
performance of the Services
In the event of clauses 6.3.1 or 6.3.2 being applicable, please see
clause 2.10 and Driver Platform Market Place’s cancellation charges on
its website found here [please insert cancellation charges policy] for
further information relating to subsequent charges.
7.1 The Customer warrants that it has provided Driver Platform Market
Place and Driver Platform Market Place’s Driver with all relevant, full
and accurate information as to the Customer’s business and needs.
7.2 Driver Platform Market Place:
7.2.1 gives no warranties and makes no representations in relation to
the Services; and
7.2.2 all warranties and conditions (including the conditions implied
by ss 12–16 of the Supply of Goods and Services Act 1982), whether
express or implied by statute, common law or otherwise are excluded to
the extent permitted by law.
8.1 For more detailed information on Customer rights, visit the
Citizens Advice website at www.citizensadvice.org.uk or call 0808 223
1133.
8.2 The Customer should contact Driver Platform Market Place as soon as
reasonably possible if there is a
problem with the Services provided.
9.1 For the purposes of this clause 9 the expressions ‘adequate
procedures’ and ‘associated with’ shall be construed in accordance with
the Bribery Act 2010 and legislation or guidance published under it.
9.2 Each party shall comply with applicable Bribery Laws including
ensuring that it has in place adequate procedures to prevent bribery
and use all reasonable endeavours to ensure that:
9.2.1 all of that party’s personnel;
9.2.2 all others associated with that party; and
9.2.3 all of that party’s sub-contractors;
involved in performing the Terms so comply.
9.3 Without limitation to clause 9.2, neither party shall make or
receive any bribe (as defined in the Bribery Act 2010) or other
improper payment, or allow any such to be made or received on its
behalf, either in the United Kingdom or elsewhere, and shall implement
and maintain adequate procedures to ensure that such bribes or payments
are not made or received directly or indirectly on its behalf.
9.4 The Customer shall immediately notify Driver Platform Market Place
as soon as it becomes aware of a breach or possible breach by the
Customer of any of the requirements in this clause 9.
9.5 Any breach of this clause 9 by the Customer shall be deemed a
material breach of the Terms that is not remediable and shall entitle
Driver Platform Market Place to immediately terminate the Terms by
notice under clause 17.1.1.
10.1 Driver Platform Market Place shall comply with the Modern Slavery
Act 2015 and the Modern Slavery Policy.
10.2 The Customer undertakes, warrants and represents that:
10.2.1 neither the Customer nor any of its officers, employees, agents
or subcontractors has:
(a) committed an offence under the Modern Slavery Act 2015 (an MSA
Offence); or
(b) been notified that it is subject to an investigation relating to an
alleged MSA Offence or prosecution under the Modern Slavery Act 2015;
or
(c) is aware of any circumstances within its supply chain that could
give rise to an investigation relating to an alleged MSA Offence or
prosecution under the Modern Slavery Act 2015;
10.2.2 it shall comply with the Modern Slavery Act 2015 and the Modern
Slavery Policy;
10.2.3 it has implemented due diligence procedures to ensure compliance
with the Modern Slavery Act 2015 and the Modern Slavery Policy in its
business and supply chain, and those of its officers, employees, agents
or subcontractors, which will be made available to the Supplier on
request at any time throughout the
Terms.
10.2.4 its responses to Driver Platform Market Place’s modern slavery
and human trafficking due diligence questionnaire are complete and
accurate; and
10.3 The Customer shall notify Driver Platform Market Place immediately
in writing if it becomes aware or has reason to believe that it, or any
of its officers, employees, agents or subcontractors have breached or
potentially breached any of the Customer’s obligations under clause
10.2. Such notice to set out full details of the circumstances
concerning the breach or potential breach of the Customer’s
obligations.
10.4 Any breach of clause 10.2 by the Customer shall be deemed a
material breach of the Terms and shall entitle Driver Platform Market
Place to terminate the Terms with immediate effect.
11.1 The Customer shall indemnify, and keep indemnified, Driver
Platform Market Place from and against any losses, damages, liability,
costs (including legal fees) and expenses incurred by Driver Platform
Market Place as a result of or in connection with the Customer’s breach
of any of the Customer’s obligations under the Terms.
11.2 The Customer shall have in place contracts of insurance with
reputable insurers incorporated in the United Kingdom to cover its
obligations under these Conditions. On request, the Customer shall
supply, so far as is reasonable, evidence of the maintenance of the
insurance and all of its terms from time to time applicable. The
Customer shall on request assign to Driver Platform Market Place the
benefit of such insurance.
12 Limitation of liability
to Business Customer only
12.1 The extent of the parties’ liability under or in connection with
the Terms (regardless of whether such liability arises in tort,
contract or in any other way and whether or not caused by negligence or
misrepresentation) shall be as set out in this clause 12.
12.2 Subject to clauses 12.5 and 12.6, Driver Platform Market Place
total liability shall not exceed an amount equivalent to the Fee.
12.3 Subject to clauses 12.5 and 12.6, Driver Platform Market Place
shall not be liable for consequential, indirect or special losses.
12.4 Subject to clauses 12.5 and 12.6, Driver Platform Market Place
shall not be liable for any of the following (whether direct or
indirect):
12.4.3 loss or corruption of data;
12.4.4 loss or corruption of software or systems;
12.4.5 loss or damage to equipment;
12.4.9 loss of commercial opportunity;
12.4.10 loss of savings, discount or rebate (whether actual or
anticipated);
12.4.11 harm to reputation or loss of goodwill; and/or
12.4.12 Services provided by the Driver Platform Market Place’s Driver.
For the avoidance of doubt, Driver Platform Market Place is not liable
to the Customer for any loss or damage that was not foreseeable, any
loss or damage not caused by its breach or negligence, or any business
loss or damage. This includes liability for any goods in transit, of
which any liability the Cutomser and Driver Platform Market Place’s
Driver are responsible for.
12.5 The limitations of liability set out in clauses 12.2 to 12.4 shall
not apply in respect of any indemnities given by the Customer under the Terms.
12.6 Notwithstanding any other provision of the Terms, the liability of
the parties shall not be limited in any way in respect of the
following:
12.6.1 death or personal injury caused by negligence;
12.6.2 fraud or fraudulent misrepresentation;
12.6.3 any other losses which cannot be excluded or limited by
Applicable Law;
12.6.4 any losses caused by wilful misconduct.
12.7 Driver Platform Market Place are not liable for any information
given on the app or website or directly to the Customer by Driver
Platform Market Place’s Driver or for any Services (lack thereof or
failure to meet legal requirements) provided by the Driver Platform
Market Place’s Driver. Driver Platform Market Place do not provide any
of the Services listed by the Driver Platform Market Place’s Drivers on
the app or website.
12.8 By using the app and website and/or registering to use the app or
website, the Customer agrees and accepts that no legal relationship is
created between the Customer and the Driver Platform Market Place’s
Driver.
12.9 Driver Platform Market Place makes no representations or
guarantees as to the Services being offered or advertised by the Driver
Platform Market Place’s Driver.
12.10 Driver Platform Market Place carries out simple identification
verification, insurance and other checks before then allowing the
Driver Platform Market Place’s Driver to use our app and website to
advertise Services, and for the Customer to contract to pay for those
Services from the Driver Platform Market Place’s Driver via the app and
website.
12.11 Driver Platform Market Place does not vet the Services provided
by the Driver Platform Market Place’s Driver.
12.12 Driver Platform Market Place does not recommend or endorse the
Driver Platform Market Place’s Driver.
12.13 The Driver Platform Market Place’s Driver using our app and
website have given a warranty that they will provide their Services in
accordance with their obligations under the laws of England and Wales
in which the Services are provided. Driver Platform Market Place does
not verify this information and does not give any guarantee or warranty
in that regard.
13
Limitations of liability to Consumer Customers only
13.1 If Driver Platform Market Place breaches these Conditions or is
negligent, Driver Platform Market Place is liable to the Customer for
foreseeable loss or damage that they suffer as a result. By
‘foreseeable’ this mean that, at the time the Terms was made, it was
either clear that such loss or damage would occur or the Customer and
Driver Platform Market Place both knew that it might reasonably occur,
as a result of something Driver Platform Market Place did (or failed to
do).
13.2 Driver Platform Market Place is not liable to the Customer for any
loss or damage that was not foreseeable, any loss or damage not caused
by its breach or negligence, or any business loss or damage. This
includes liability for any goods in transit,of which any liability the
Cutomser and the Driver Platform Market Place’s Driver are responsible
for.
13.3 Nothing in these terms excludes or limits our liability for any
death or personal injury caused by Driver Platform Market Place’s
negligence, liability for fraud or fraudulent misrepresentation, or any
other liability that the law does not allow Driver Platform Market
Place to exclude or limit.
13.4 Driver Platform Market Place are not liable for any information
given on the app or website or directly to the Customer by Driver
Platform Market Place’s Driver or for any Services (lack thereof or
failure to meet legal requirements) provided by the Driver Platform
Market Place’s Driver. Driver Platform Market Place do not provide any
of the Services listed by the Driver Platform Market Place’s Drivers on
the app or wesite.
13.5 By using the app and website and/or registering to use the app or
website, the Customer agrees and accepts that no legal relationship is
created between the Customer and the Driver Platform Market Place’s
Driver.
13.6 Driver Platform Market Place makes no representations or
guarantees as to the Services being offered or advertised by the Driver
Platform Market Place’s Driver.
13.7 Driver Platform Market Place carries out simple identification
verification, insurance and other checks before then allowing the
Driver Platform Market Place’s Driver to use our app and website to
advertise Services, and for the Customer to contract to pay for those
Services from the Driver Platform Market Place’s Driver via the app and
website.
13.8 Driver Platform Market Place does not vet the Services provided by
the Driver Platform Market Place’s Driver.
13.9 Driver Platform Market Place does not recommend or endorse the
Driver Platform Market Place’s Driver.
13.10
The Driver Platform Market Place’s Driver using our app and website
have given a warranty that they will provide their Services in
accordance with their obligations under the laws of England and Wales
in which the Services are provided. Driver Platform Market Place does
not verify this information and does not give any guarantee or warranty
in that regard.
14 Confidentiality and announcements
14.1 The Customer shall keep confidential all Confidential Information
of Driver Platform Market Place and of its Affiliates and shall only
use the same as required to perform the Terms. The provisions of this
clause shall not apply to:
14.1.1 any information which was in the public domain at the date of
the Terms;
14.1.2 any information which comes into the public domain subsequently
other than as a consequence of any breach of the Terms or any related
agreement;
14.1.3 any information which is independently developed by the Customer
without using information supplied by Driver Platform Market Place or
by any Affiliate of Driver Platform Market Place; or
14.1.4 any disclosure required by law or a regulatory authority or
otherwise by the provisions of the Terms
except that the provisions of clauses 14.1.1 to 14.1.3 shall not apply
to information to which clause 14.4 relates.
14.2 This clause shall remain in force in perpetuity.
14.3 The Customer shall not make any public announcement or disclose
any information regarding the Terms, except to the extent required by
law or regulatory authority.
14.4 To the extent any Confidential Information is Protected Data (as
defined in clause 15) such Confidential Information may be disclosed or
used only to the extent such disclosure or use is in compliance with
and does not conflict with any of the provisions of clause 14.1.
15 Processing of personal data
15.1 The parties agree that the Customer is a Controller and that
Driver Platform Market Place is a Processor for the purposes of
processing Protected Data pursuant to the Terms. The Customer shall at
all times comply with all Data Protection Laws in connection with the
processing of Protected Data. The Customer shall ensure all
instructions given by it to Driver Platform Market Place in respect of
Protected Data (including the terms of the Terms) shall at all times be
in accordance with Data Protection Laws. Nothing in the Terms relieves
the Customer of any responsibilities or liabilities under any Data
Protection Laws.
15.2 Driver Platform Market Place shall process Protected Data in
compliance with the obligations placed on it under Data Protection Laws
and the terms of the Terms.
15.3 The Customer shall indemnify and keep indemnified Driver Platform
Market Place against all losses, claims, damages, liabilities, fines,
sanctions, interest, penalties, costs, charges, expenses, compensation
paid to Data Subjects, demands and legal and other professional costs
(calculated on a full indemnity basis and in each case whether or not
arising from any investigation by, or imposed by, a Data Protection
Supervisory Authority) arising out of or in connection with any breach
by the Customer of its obligations under this clause 15.
15.4 Driver Platform Market Place shall:
15.4.1 only process (and shall ensure Driver Platform Market Place’s
Personnel only process) the Protected Data in accordance with the
schedule and the Terms (including when making any transfer to which
clause 15.10 relates), except to the extent:
(a) that alternative processing instructions are agreed between the
parties in writing; or
(b) otherwise required by applicable law (and shall inform the Customer
of that legal requirement before processing, unless applicable law
prevents it doing so on important grounds of public interest); and
15.4.2 without prejudice to clause 15.1, if Driver Platform Market
Place believes that any instruction received by it from the Customer is
likely to infringe the Data Protection Laws it shall promptly inform
the Customer and be entitled to cease to provide the relevant Services
until the parties have agreed appropriate amended instructions which
are not infringing.
15.5 Driver Platform Market Place shall implement and maintain the
technical and organisational measures set out in Part B of the schedule
to protect the Protected Data against accidental, unauthorised or
unlawful destruction, loss, alteration, disclosure or access.
15.6 Driver Platform Market Place shall:
15.6.1 not permit any processing of Protected Data by any Sub-Processor
without the prior specific written authorisation of the Customer;
15.6.2 prior to the relevant Sub-Processor carrying out any processing
activities in respect of the Protected Data, appoint each Sub-Processor
under a written contract containing materially the same obligations as
under this clause 15 (including those relating to sufficient guarantees
to implement appropriate technical and organisational measures) that is
enforceable by Driver Platform Market Place and ensure each such
Sub-Processor complies with all such obligations;
15.6.3 remain fully liable to the Customer under the Terms for all the
acts and omissions of each Sub-Processor as if they were its own; and
15.6.4 ensure that all persons authorised by Driver Platform Market
Place or any Sub-Processor to process Protected Data are subject to a
binding written contractual obligation to keep the Protected Data
confidential.
15.7 The Customer authorises the appointment of the Sub-Processors
listed in the schedule.
15.8 The Customer shall reply to any communication from Driver Platform
Market Place requesting any further prior specific authorisation of a
Sub-Processor pursuant to clause 15.6.1 promptly and in any event
within 10 Business Days of request from time to time. The
Customer shall not unreasonably withhold, delay or condition any such
authorisation.
15.9 Driver Platform Market Place shall (at the Customer’s cost):
15.9.1 assist the Customer in ensuring compliance with the Customer’s
obligations pursuant to Articles 32 to 36 of the GDPR taking into
account the nature of the processing and the information available to
Driver Platform Market Place; and
15.9.2 taking into account the nature of the processing, assist the
Customer (by appropriate technical and organisational measures),
insofar as this is possible, for the fulfilment of the Customer’s
obligations to respond to requests for exercising the Data Subjects’
rights under Chapter III of the GDPR (and any similar obligations under
applicable Data Protection Laws) in respect of any Protected Data.
15.10 Driver Platform Market Place shall not process and/or transfer,
or otherwise directly or indirectly disclose, any Protected Data in or
to any country or territory outside the United Kingdom or to any
International Organisation without the prior written authorisation of
the Customer.
15.11 Driver Platform Market Place shall at the Customer’s cost and
expense promptly refer to the Customer all requests it receives for
exercising any Data Subjects’ rights under Chapter III of the GDPR
which relate to any Protected Data. It shall be the Customer’s
responsibility to reply to all such requests as required by applicable
law.
15.12 Driver Platform Market Place shall, in accordance with Data
Protection Laws, make available to the Customer such information that
is in its possession or control as is necessary to demonstrate the
Driver Platform Market Place’s compliance with the obligations placed
on it under this clause 16 and to demonstrate compliance with the
obligations on each party imposed by Article 28 of the GDPR (and under
any equivalent Data Protection Laws equivalent to that Article 28), and
allow for and contribute to audits, including inspections, by the
Customer (or another auditor mandated by the Customer) for this purpose
(subject to a maximum of [one] audit request in any 12 month period
under this clause 15.12).
15.13 Driver Platform Market Place shall notify the Customer without
undue delay and in writing on becoming aware of any Personal Data
Breach in respect of any Protected Data.
15.14 On the end of the provision of the Services relating to the
processing of Protected Data, at the Customer’s cost and the Customer’s
option, Driver Platform Market Place shall either return all of the
Protected Data to the Customer or securely dispose of the Protected
Data (and thereafter promptly delete all existing copies of it) except
to the extent that any applicable law requires Driver Platform Market
Place to store such Protected Data. This clause 15 shall survive
termination or expiry of the Terms.
Neither party shall have any liability under or be deemed to be in
breach of the Terms for any delays or failures in performance of the
Terms which result from Force Majeure. The party subject to the Force
Majeure event shall promptly notify the other party via email when the
event causes a delay or failure in performance and when it ceases to do
so. If the Force Majeure event continues for a continuous period of
more than 7days either party may terminate the Terms by email to the
other party.
17.1 Driver Platform Market Place may terminate the Terms or any other
contract which it has with the Customer at any time by giving notice in
writing to the Customer if:
17.1.1 the Customer commits a material breach of Terms and such breach
is not remediable;
17.1.2 the Customer commits a material breach of the Terms which is
capable of being remedied and such breach is not remedied within 7 days
of receiving written notice of such breach;
17.1.3 the Customer has failed to pay any amount due under the Terms on
the due date and such amount remains unpaid within 7days after Driver
Platform Market Place has given notification that the payment is
overdue; or
17.1.4 any consent, licence or authorisation held by the Customer is
revoked or modified such that the Customer is no longer able to comply
with its obligations under the Terms t or receive any benefit to which
it is entitled.
17.2 Driver Platform Market Place may terminate the Terms at any time
by giving notice in writing to the Customer if the Customer:
17.2.1 stops carrying on all or a significant part of its business, or
indicates in any way that it intends to do so;
17.2.2 is unable to pay its debts either within the meaning of section
123 of the Insolvency Act 1986 or if Driver Platform Market Place
reasonably believes that to be the case;
17.2.3 becomes the subject of a company voluntary arrangement under the
Insolvency Act 1986;
17.2.4 becomes subject to a moratorium under Part A1 of the Insolvency
Act 1986;
17.2.5 becomes subject to a restructuring plan under Part 26A of the
Companies Act 2006;
17.2.6 becomes subject to a scheme of arrangement under Part 26 of the
Companies Act 2006;
17.2.7 has a receiver, manager, administrator or administrative
receiver appointed over all or any part of its undertaking, assets or
income;
17.2.8 has a resolution passed for its winding up;
17.2.9 has a petition presented to any court for its winding up or an
application is made for an administration order, or any winding-up or
administration order is made against it;
17.2.10 suspends or ceases, or threatens to suspend or cease, to carry
on all or a substantial part of its business;
17.2.11 is subject to any procedure for the taking control of its goods
that is not withdrawn or discharged within seven days of that procedure
being commenced;
17.2.12 has a freezing order made against it;
17.2.13 is subject to any recovery or attempted recovery of items
supplied to it by a supplier retaining title to those items;
17.2.14 is subject to any events or circumstances analogous to those in
clauses 17.2.1 to 17.2.13 in any jurisdiction;
17.2.15 takes any steps in anticipation of, or has no realistic
prospect of avoiding, any of the events or procedures described in
clauses 17.2.1 to 17.2.14 including giving notice for the convening of
any meeting of creditors, issuing an application at court or filing any
notice at court, receiving any demand for repayment of lending
facilities, or passing any board resolution authorising any steps to be
taken to enter into an insolvency process.
17.3 Driver Platform Market Place may terminate the Terms any time by
giving not less than two weeks’ notice in writing to the Customer if
the Customer undergoes a change of Control or if it is realistically
anticipated that it shall undergo a change of Control within two
months.
17.4 If the Customer becomes aware that any event has occurred, or
circumstances exist, which may entitle Driver Platform Market Place to
terminate the Terms under this clause 17, it shall immediately notify
Driver Platform Market Place in writing.
17.5 Termination or expiry of the Terms shall not affect any accrued
rights and liabilities of Driver Platform Market Place at any time up
to the date of termination.
18.1 Any notice given by a party under these Conditions shall:
18.1.1 be in writing and in English;
18.1.2 be signed by, or on behalf of, the party giving it (except for
notices sent by email); and
18.1.3 be sent to the relevant party at the address set out in the
Contract
18.2 Notices may be given, and are deemed received:
18.2.1 by hand: on receipt of a signature at the time of delivery;
18.2.2 by Royal Mail Recorded Signed For post: at 9.00 am on the second
Business Day after posting;
18.2.3 by email on receipt of an email from the correct address.
18.3 Any change to the contact details of a party as set out in the
Terms shall be notified to the other party in accordance with clause
18.1 and shall be effective:
18.3.1 on the date specified in the notice as being the date of such
change; or
18.3.2 if no date is so specified, 7 Business Days after the notice is
deemed to be received.
18.4 All references to time are to the local time at the place of
deemed receipt.
18.5 This clause does not apply to notices given in legal proceedings
or arbitration.
The rights and remedies provided in the Terms for Driver Platform
Market Place only are cumulative and not exclusive of any rights and
remedies provided by law.
Unless stated otherwise, time is of the essence of any date or period
specified in the Terms in relation to the Customer’s obligations only.
The Customer shall at the request of Driver Platform Market Place, ,
and at the Customer’s own cost, do all acts and execute all documents
which are necessary to give full effect to the Terms.
22.1 The parties agree that the Terms and any documents entered into
pursuant to it constitutes the entire agreement between them and
supersedes all previous agreements, understandings and arrangements
between them, whether in writing or oral in respect of its subject
matter.
22.2 Each party acknowledges that it has not entered into the Terms or
any documents entered into pursuant to it in reliance on, and shall
have no remedies in respect of, any representation or warranty that is
not expressly set out in the Terms or any documents entered into
pursuant to it. No party shall have any claim for innocent or negligent
misrepresentation on the basis of any statement in the Terms.
22.3 Nothing in these Conditions purports to limit or exclude any
liability for fraud.
No variation of the Terms shall be valid or effective unless the
Customer is notified via email. .
24.1 The Customer may not assign, subcontract or encumber any right or
obligation under the Terms, in whole or in part, without Driver
Platform Market Place’s prior written consent.
24.2 Notwithstanding clause 24.1, the Customer may perform any of its
obligations and exercise any of its rights granted under the Terms
through any Affiliate provided that it gives Driver Platform Market
Place prior written notice of such subcontracting or assignment
including the identity of the relevant Affiliate. The Customer
acknowledges and agrees that any act or omission of its Affiliate in
relation to the Customer’s rights or obligations under the Terms shall
be deemed to be an act or omission of the Customer itself.
25.1 Driver Platform Market Place shall be entitled to set-off under
the Terms any liability which it has or any sums which it owes to the
Customer under the Terms t or under any other contract which Driver
Platform Market Place has with the Customer.
25.2 The Customer shall pay all sums that it owes to Driver Platform
Market Place under the Terms without any set-off, counterclaim,
deduction or withholding of any kind, save as may be required by law.
The parties are independent persons and are not partners, principal and
agent or employer and employee and the Terms does not establish any
joint venture, trust, fiduciary or other relationship between them,
other than the contractual relationship expressly provided for in it.
None of the parties shall have, nor shall represent that they have, any
authority to make any commitments on the other party’s behalf.
The Customer recognises that any breach or threatened breach of the
Terms may cause Driver Platform Market Place irreparable harm for which
damages may not be an adequate remedy. Accordingly, in addition to any
other remedies and damages available to Driver Platform Market Place,
the Customer acknowledges and agrees that Driver Platform Market Place
is entitled to the remedies of specific performance, injunction and
other equitable relief without proof of special damages.
28.1 If any provision of the Terms (or part of any provision) is or
becomes illegal, invalid or unenforceable, the legality, validity and
enforceability of any other provision of the Terms shall not be
affected.
28.2 If any provision of the Terms (or part of any provision) is or
becomes illegal, invalid or unenforceable but would be legal, valid and
enforceable if some part of it was deleted or modified, the provision
or part-provision in question shall apply with the minimum such
deletions or modifications as may be necessary to make the provision
legal, valid and enforceable. In the event of such deletion or
modification, the parties shall negotiate in good faith in order to
agree the terms of a mutually acceptable alternative provision.
29.1 No failure, delay or omission by Driver Platform Market Place in
exercising any right, power or remedy provided by law or under the
Terms shall operate as a waiver of that right, power or remedy, nor
shall it preclude or restrict any future exercise of that or any other
right, power or remedy.
29.2 No single or partial exercise of any right, power or remedy
provided by law or under the Terms by Driver Platform Market Place
shall prevent any future exercise of it or the exercise of any other
right, power or remedy by Driver Platform Market Place.
29.3 A waiver of any term, provision, condition or breach of the Terms
by Driver Platform Market Place shall only be effective if given in
writing and signed by Driver Platform Market Place and then only in the
instance and for the purpose for which it is given.
The Customer shall comply with Applicable Law and shall maintain such
licences, authorisations and all other approvals, permits and
authorities as are required from time to time to perform its
obligations under or in connection with the Terms.
If there is a conflict between the terms contained in the Conditions
and the terms of the Job Booking , schedules, appendices or annexes to
the Terms, the terms of the Conditions and of Part A and Part B of the
schedule shall prevail to the extent of the conflict.
The Customer shall pay its own costs and expenses incurred in
connection with the negotiation, preparation, signature and performance
of the Terms (and any documents referred to in it).
33.1 Except as expressly provided for in clause 33.2, a person who is
not a party to the Terms shall not have any rights under the Contracts
(Rights of Third Parties) Act 1999 to enforce any of the provisions of
the Terms.
33.2 Any Affiliate of Driver Platform Market Place shall be entitled
under the Contracts (Rights of Third Parties) Act 1999 to enforce any
of the provisions of the Terms.. The consent of any such Affiliate is
not required in order to rescind or vary the Terms or any provision of
it.
34.1 Driver Platform Market Place will try to resolve any disputes with
the Customer quickly and efficiently. If the Customer wishes to raise a
dispute against a specific Job Booking using the dispute link under the
job transaction section of the website, they must raise this within 48
hours of the Services having been completed. Driver Platform
Marketplace will not accept any disputes raised by the Customer if they
are received 48 hours after the Services have been completed.
34.2 If a dispute cannot be resolved and the Customer is unhappy with
the outcome, the Customer may want to use alternative dispute
resolution (ADR). ADR is a process for resolving disputes between
Driver Platform Market Place and the Customer that does not involve
going to court.
34.3 If the Customer does not wish to use ADR or is unhappy with the
outcome of ADR, they can still bring court proceedings.
35.1 If a Customer is a Consumer Customer, the laws of England and
Wales apply to these Conditions, although if the Customer is resident
elsewhere they will retain the benefit of any mandatory protections
given to them by the laws of that country. Any disputes will be subject
to the non-exclusive jurisdiction of the courts of England and Wales.
This means that the Customer can choose whether to bring a claim in the
courts of England and Wales or in the courts of another part of the UK
in which they live.
35.2 If a Customer is a Business Customer, these Conditions and any
dispute or claim arising out of, or in connection with, the Conditions,
their subject matter or formation (including non-contractual disputes
or claims) will be governed by, and construed in accordance with, the
laws of England and Wales. Driver Platform Market Place and the
Customer both irrevocably agree that the courts of England and Wales
will have exclusive jurisdiction to settle any dispute or claim arising
out of, or in connection with, these Conditions, their subject matter
or formation (including non-contractual disputes or claims).
The parties irrevocably agree that the courts of England and Wales
shall have exclusive jurisdiction to settle any dispute or claim
arising out of, or in connection with, the Terms, its subject matter or
formation (including non-contractual disputes or claims).
Part A
Processing of the Protected Data by Driver Platform Market Place under
the Termsshall be for the subject-matter, duration, nature and purposes
and involve the types of Personal Data and categories of Data Subjects
set out in Driver Platform Market Place’s Privacy Policy available here
[please insert link to your privacy policy]
Part B
Technical and organisational security measures
shall implement and maintain the following technical and organisational
security measures to protect the Protected Data:[ insert relevant
measures].
The terms and conditions which apply to and govern this
Job Booking
are the Conditions. The parties agree that all other terms and
conditions are expressly excluded.
The Customer has read and accepts the
Job Booking and Termssubject to the Conditions [ above OR overleaf].
Website Term of Use
1.1 These terms and conditions of use (Terms) explain how you may use this
website, app and any of its content (Site). These Terms apply between
Driver Platform Ltd, (we, us or our) and you, the person accessing or using
the Site (you or your).
1.2 You should read these Terms carefully before using the Site. By using
the Site or otherwise indicating your consent, you agree to be bound by
these Terms. If you do not agree with any of these Terms, you should stop
using the Site immediately.
1.3 These Terms apply to any parts of the Site, its functionality and
content provided to you free of charge for information purposes only.
1.4 If you order any goods, services or digital content from the Site
separate terms and conditions will apply as set out above.
2.1 We are Driver Platform Ltd , a company registered in England and Wales,
(company No.13847133) whose registered office is 61 Crescent Road, London,
England, E6 1EB., trading as Driver Platform Ltd and any additional trade
name as we develop the business, VAT number, registered or supervisory
body. Our VAT registration number is 402879685 .
2.2 If you have any questions about the Site, please contact us by:
2.2.1 sending an email to [email protected]
2.2.2 filling out and submitting the online form available here [link to
website] or
3.1 The Site is for your use only.
3.2 You agree that you are solely responsible for all costs and expenses
you may incur in relation to your use of the Site.
3.3 We make no promise that the Site is appropriate or available for use in
locations outside of the UK. If you choose to access the Site from
locations outside the UK, you acknowledge you do so at your own initiative
and are responsible for compliance with local laws where they apply.
3.4 We try to make the Site as accessible as possible. If you have any
difficulties using the Site, please contact us using the contact details at
the top of this page.
3.5 As a condition of your use of the Site, you agree not to:
3.5.1 misuse or attack our Site by knowingly introducing viruses, trojans,
worms, logic bombs or any other material which is malicious or
technologically harmful (such as by way of a denial-of-service attack), or
3.5.2 attempt to gain unauthorised access to our Site, the server on which
our Site is stored or any server, computer or database connected to our
Site.
3.6 We may prevent or suspend your access to the Site if you do not comply
with these Terms or any applicable law.
4 Registration and password security
4.1 Use of the Site may require registration, particularly in order to
access a Job Booking the Site. By registering with the Site or app you
warrant that you:
4.1.1 are legally capable of entering into binding contracts;
4.1.2 are at least 18 years old; and
4.1.3 have not previously registered with Us and had your registration
suspended or terminated.
4.2 We are not obliged to permit anyone to register with the Site and we
may refuse, terminate or suspend registration to anyone at any time.
4.3 As part of the registration process you consent to us conducting
verification and security checks.
4.4 Upon registration, you warrant that the information provided to us is
at all times true, accurate and complete and any changes to such
information is promptly notified to us.
4.5
4.6 You are responsible for making sure that your password and any other
account details are kept secure and confidential.
4.7 If we have reason to believe there is likely to be a breach of security
or misuse of the Site through your account or the use of your password, we
may notify you and require you to change your password, or we may suspend
or terminate your account.
4.8 Any personal information you provide to us as part of the registration
process will be processed in accordance with our Privacy Policy available
at privacy policy
5.1 We will use reasonable efforts to:
5.1.1 delete accounts which are being used in an inappropriate manner or in
breach of these Terms; and
5.1.2 identify and remove any content that is inappropriate, defamatory,
infringes intellectual property rights or is otherwise unacceptable to us
when we are notified, but we cannot be responsible if you have failed to
provide us with the relevant information.
5.2 If you believe that any content which is distributed or published by
the Site is inappropriate, defamatory or infringing on intellectual
property rights, you should contact us immediately using the contact
details at the top of this page.
6 Your privacy and personal information
Your privacy and personal information are important to us. Any personal
information that you provide to us will be dealt with in line with our
Privacy Policy available at [link to privacy policy] which explains what
personal information we collect from you, how and why we collect, store,
use and share such information, your rights in relation to your personal
information and how to contact us and supervisory authorities in the event
you have a query or complaint about the use of your personal information.
7 Ownership, use and intellectual property rights
7.1 The intellectual property rights in the Site and in any text, images,
video, audio or other multimedia content, software or other information or
material submitted to or accessible from the Site (Content) are owned by us
and our licensors.
7.2 We and our licensors reserve all our intellectual property rights
(including, but not limited to, all copyright, trade marks, domain names,
design rights, database rights, patents and all other intellectual property
rights of any kind) whether registered or unregistered anywhere in the
world. This means, for example, that we remain owners of them and are free
to use them as we see fit.
7.3 Software copyright and versions of software developed specifically for
you are covered in our Software Development Contract which is outside the
scope of these Terms..
7.4 Nothing in these Terms grants you any legal rights in the Site or the
Content other than as necessary for you to access it. You agree not to
adjust, try to circumvent or delete any notices contained on the Site or
the Content (including any intellectual property notices) and in
particular, in any digital rights or other security technology embedded or
contained within the Site or the Content.
7.5 Trade marks:
is our trademarks.Other trade marks and trade names may also be used on the
Site or in the Content. Use by you of any trade marks on the Site or in the
Content is strictly prohibited unless you have our prior written
permission.
8.1 Software may be made available for you to download in order for the
Site to work better. You will be granted a limited, non-exclusive licence
to use any such software, subject to you agreeing to the terms and
conditions that apply to such software (sometimes known as an ‘end user
licence agreement’ or ‘EULA’).
8.2 You will be made aware of any terms and conditions that apply to the
software when you try to download it. If you do not accept such terms and
conditions, you will not be able to download the software.
8.3 You should read any terms and conditions carefully. They may contain
provisions that set out your legal rights, your legal responsibilities when
using the software, the software provider’s legal responsibilities and any
limitations on the software provider’s legal responsibilities to you.
8.4 Using the software in an unlawful way (such as reproducing or
redistributing it in a way that breaches these Terms and any other terms
and conditions that apply to it) is expressly prohibited and may result in
civil and criminal penalties.
8.5 You may also be required to enter into a separate software agreement
with us which will govern the terms and conditions upon which you can use
the software.
9 Submitting information to the site
9.1 While we try to make sure that the Site is secure, we do not actively
monitor or check whether information supplied to us through the Site is
confidential, commercially sensitive or valuable.
9.2 Other than any personal information which will be dealt with in
accordance with our Privacy Policy, we do not guarantee that information
supplied to us through the Site will be kept confidential and we may use it
on an unrestricted and free-of-charge basis as we reasonably see fit.
10 Accuracy of information and availability of the site
10.1 We try to make sure that the Site is accurate, up-to-date and free
from bugs, but we cannot promise that it will be. Furthermore, we cannot
promise that the Site will be fit or suitable for any purpose. Any reliance
that you may place on the information on the Site is at your own risk.
10.2 We may suspend or terminate access or operation of the Site at any
time as we see fit.
10.3 Any Content is provided for your general information purposes only and
to inform you about us and our products and news, features, services and
other websites that may be of interest, but has not been tailored to your
specific requirements or circumstances. It does not constitute technical,
financial or legal advice or any other type of advice and should not be
relied on for any purposes. You should always use your own independent
judgment when using our Site and its Content.
10.4 While we try to make sure that the Site is available for your use, we
do not promise that the Site will be available at all times or that your
use of the Site will be uninterrupted.
11 Hyperlinks and third party sites
The Site may contain hyperlinks or references to third party advertising
and websites other than the Site. Any such hyperlinks or references are
provided for your convenience only. We have no control over third party
advertising or websites and accept no legal responsibility for any content,
material or information contained in them. The display of any hyperlink and
reference to any third party advertising or website does not mean that we
endorse that third party’s website, products or services. Your use of a
third party site may be governed by the terms and conditions of that
third-party site and is at your own risk.
12.1 If we breach these Terms or are negligent, we are liable to you for
foreseeable loss or damage that you suffer as a result. By ‘foreseeable’ we
mean that, at the time these Terms were formed, it was either clear that
such loss or damage would occur or you and we both knew that it might
reasonably occur, as a result of something we did (or failed to do).
12.2 We are not liable to you for any loss or damage that was not
foreseeable, any loss or damage not caused by our breach or negligence, or
any business loss or damage.
12.3 Nothing in these terms excludes or limits our liability for any death
or personal injury caused by our negligence, liability for fraud or
fraudulent misrepresentation, or any other liability that the law does not
allow us to exclude or limit.
We are not liable to you if we fail to comply with these Terms because of
circumstances beyond our reasonable control.
No one other than us or you has any right to enforce any of these Terms.
15.1 No changes to these Terms are valid or have any effect unless agreed
by us in writing or made in accordance with this clause 15.
15.2 We reserve the right to vary these Terms from time to time. Our
updated Terms will be displayed on the Site and by continuing to use and
access the Site following such changes, you agree to be bound by any
variation made by us. It is your responsibility to check these Terms from
time to time to verify such variations.
16.1 We will try to resolve any disputes with you quickly and efficiently.
If you are unhappy with us, please contact us as soon as possible using the
contact details set out at the top of this page.
16.2 If a dispute cannot be resolved and you are unhappy with the outcome,
you may want to use alternative dispute resolution (ADR). ADR is a process
for resolving disputes between you and us that does not involve going to
court.
16.3 If you do not wish to use ADR or are unhappy with the outcome of ADR,
you can still bring court proceedings.