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The Private Hire Firm End User License Agreement

AGREEMENT BETWEEN THE MINICAB OPERATOR ("YOU" AS EITHER A SOLE TRADER, A LIMITED COMPANY, A PARTNERSHIP OR ANY OTHER SUCH LEGAL ENTITY) AND SAFER MINICAB LIMITED (A COMPANY REGISTERED IN ENGLAND AND WALES WITH COMPANY NUMBER 07583275 WHOSE REGISTERED OFFICE IS AT 63 BRIDGEWATER ROAD, WEMBLEY, MIDDLESEX HA0 1AQ) ("SMC") ("AGREEMENT").

IMPORTANT PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE CONTINUING WITH THE REGISTRATION PROCESS. THESE TERMS CONTAIN OBLIGATIONS ON AND WARRANTIES FROM YOU INCLUDING THOSE IN CLAUSES 2, 5, 6, 8, 11, 12, 13, 14 and 16.

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT DO NOT CONTINUE WITH THE REGISTRATION PROCESS.

BY CONTINUING WITH THIS REGISTRATION PROCESS YOU AGREE TO THE FOLLOWING:

BACKGROUND

  1. SMC have developed an application for smart phones which allows users to book a minicab ("Customer App").
  2. You are a minicab operator licensed by Transport for London.
  3. You have agreed to be part of the Minicab Panel from whom users of the Customer App can order a Minicab.
  4. Where users of the Customer App make a booking for a Minicab through the Minicab Panel, all the Minicab Panellists will be able to provide a quote.
  5. Depending on whether the Customer has indicated that price or speed of response is most important, SMC will filter the cheapest quote or the quote with the shortest waiting time for the Customer from all those returned by the Minicab Panellists.
  6. If the user of the Customer App accepts that quote, then the Minicab Panellist who provided such quote shall enter into a contract directly with the user of the Customer App for such journey.

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION
  1.1 In this Agreement (unless the context otherwise requires), the following words and phrases shall have the following meanings:
   
"Accepted Booking" shall mean any Booking for which the Panellist has provided a quote in accordance with clause 5.4 and such quote was accepted by the Customer;
"Agreement" shall mean this agreement and any document referred to, completed or to be completed in accordance with its provisions
"Alert" shall mean an automated message communicated to the Panellist and SMC by the Customer and/or the Driver through the Customer App and/or Driver App;
"Booking" shall mean any booking for a Minicab made by a Customer through the Customer App;
"Booking Portal" shall mean the part of the Websites, accessible only by the Panellist through which Bookings can be made, quotes can be provided and through which other functionality may be provided for by SMC from time to time;
"Change in Control" shall occur if a person who Controls any company or undertaking ceases to do so, or if another person acquires Control of it;
"Charge" shall mean the flat fee set out in the Payment Schedule;
"Commission" shall mean the amount payable by the Panellist to SMC calculated in accordance with the Payment Schedule;
"Confidential Information" shall mean all information designated as such by either party in writing together with all other information (in any form) which relates to the business, affairs, products, developments, trade secrets, know-how, personnel suppliers and customers of either party;
"Control" shall mean, in relation to a body corporate, the power of a person to secure that its affairs are conducted in accordance with the wishes of that person:
  (i) by means of the holding of shares or the possession of voting power in or in relation to that or any other body corporate; or
  (ii) by virtue of any powers conferred by the articles of association or any other document regulating that or any other body corporate;
"Customer" shall mean any person who uses the Customer App to order a Minicab;
"Customer App" shall have the meaning set out in paragraph A;
"Customer Data" shall mean the name, pick up location, drop off destination and telephone number of the Customer;
"Driver App" shall mean the software downloaded by a Driver to such Driver's PDA or other similar device which shall have the functionality of receiving messages communicated through the Booking Portal, raising an Alert and tracking the location of the Driver in accordance with clause 14;
"Drivers" shall mean any person who drives a Minicab on behalf of the Panellist which shall include employees and self employed persons;
"Fare" shall mean the fare paid or payable by a Customer to a Driver in respect of any Accepted Booking;
"Good Industry Practice" shall mean the exercise of that degree of skill, care, prudence, efficiency, foresight and timeliness as would be expected from a leading company within the Minicab industry;
"Insolvency Event" means that a party has become subject to an voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being a company) has become subject to an administration order or has gone into liquidation (otherwise than for the purpose of amalgamation or reconstruction) or an encumbrancer has taken possession of, or a receiver has been appointed to, any of the property or assets of the party concerned, or that the party has ceased, or threatened to cease to carry on business, or anything which occurs under the law of any jurisdiction which has a substantially similar effect to any of the above;
"Intellectual Property Rights" shall mean all intellectual property rights and all associated goodwill howsoever arising and in whatever media including patents, trade marks, service marks, business names, trade names and logos, inventions, know how, trade secrets and other confidential information, registered designs, copyrights, database rights, design rights, rights affording equivalent protection to copyright, database rights and design rights, domain names, moral rights, and all registrations or applications to register any of the aforesaid items, rights in the nature of any of the aforesaid items in any country or jurisdiction, rights in the nature of unfair competition rights and rights to sue for passing-off and any renewals, revivals or extensions of any of these rights;
"Mileage Rate" shall mean the rate identified as such by the Panellist during the Registration Process;
"Minicab" shall mean a vehicle used for private hire purposes which is or shall be booked by a user of the Customer App;
"Minicab Panel" shall mean the collective panel of minicab operators with whom SMC enters into contracts on similar or the same terms as this Agreement for the provision of services which are the same or similar to those set out in this Agreement;
"Minicab Panellists" shall mean the minicab operators who form the Minicab Panel which shall include the Panellist;
"Panellist" shall mean you, operating as a private hire firm, minicab operator or other such similar entity and who shall be a limited company, a sole trader, a partnership or any other such legal entity;
"Panellist Data" shall mean the name of the Driver, the vehicle description and the vehicle registration assigned by the Panellist to any Accepted Booking;
"Panellist Mark" shall mean trade marks, service marks, business names, trade names and logos as notified to SMC by the Panellist from time to time;
"Payment Schedule" shall mean the document setting out the Charges as agreed between the parties in the format set out in Schedule 1 of this Agreement;
"PDA" shall mean personal digital assistant;
"Registration Process" shall mean the process by which the Panellist registers to become a Minicab Panellist through the Websites;
"Relevant Conviction" shall mean any conviction related to sexual offences, violent offences or dishonesty;
"Site Usage Terms" shall mean the terms on which the Websites may be used such terms shall be found at URL http://www.saferminicabs.com/terms-of-use
"Site Usage Terms" shall mean the terms on which the Websites may be used such terms shall be found at URL
http://www.saferminicabs.com/terms-of-use
"SMC Mark" shall mean trade marks, service marks, business names, trade names and logos as notified by SMC to the Panellist from time to time;
"Websites" shall mean the web pages at either or both of the URLs www.saferminicabs.com and www.safeminicab.com as the context may require; and
"Working Days" shall mean any day other than a Saturday, Sunday or public holiday in England and Wales.
  1.2 In this Agreement, unless otherwise stated: (i) the singular includes the plural and vice versa; (ii) references to a "person" includes any natural person, company, body corporate or unincorporated, or other judicial person, partnership, firm, joint venture or trust (in each case whether or not having separate legal personality) and includes references to that person's successors and permitted assigns; (iii) any phrase introduced by the words "including", "includes", "in particular", "for example" or similar, shall be construed as illustrative and without limitation to the generality of the related general words; and (iv) any reference to statute shall include references to any consolidation, re-enactment, modification or replacement of the same.
  1.3 If there is any conflict between the clauses of this Agreement and the Site Usage Terms or any other documents referred to in this Agreement, the conflict shall be resolved in accordance with the following order of precedence: (i) the clauses of this Agreement; (ii) the Site Usage Terms; and; (iii) any other document referred to in this Agreement.
2. APPOINTMENT OF PANELLIST
  2.1 In consideration of the mutual obligations of the parties set out in this Agreement and the payment provisions set out in clause 8, on the Panellist's receipt of its account details in accordance with clause 2.2, SMC shall appoint the Panellist to the Minicab Panel and the Panellist shall accept such appointment.
  2.2 Subject to clause 2.3, SMC shall send the Panellist's account details via email to the Panellist within ten (10) Working Days of the Panellist completing the Registration Process and following receipt of such details SMC shall provide the Panellist with access to the Booking Portal.
  2.3 SMC reserves the right to refuse to accept any Panellist onto the Minicab Panel and shall notify such Panellist of such refusal within ten (10) Working Days of the Panellist completing the Registration Process.
  2.4 Where the Panellist enters into any arrangements with any other minicab operator or a panel similar to the Minicab Panel the Panellist agrees that it shall give priority to Bookings over any bookings under any such similar arrangements.
  2.5 The Panellist is responsible for maintaining the confidentiality of their account details and are fully responsible for all activities that occur under their account on the Booking Portal. The Panellist shall immediately notify SMC of any unauthorised use of its account or any other breach of security.
  2.6 If SMC requests that the account of the Panellist needs to be updated the Panellist must update their account accordingly as soon as reasonably practicable after receipt of such request.
  2.7 The Panellist shall notify SMC of the identity of its Drivers (including their name and relevant licence number) via the Booking Portal and shall ensure that any changes to Drivers or the Drivers' details are immediately updated.
  2.8 The Panellist shall notify SMC of the identity of those vehicles used by Drivers (including, make, model, colour and registration number) via the Booking Portal and shall ensure that any changes to the vehicles and their corresponding Drivers details are immediately updated.
  2.9 The Panellist shall procure that all Drivers download the Driver App and procure that Drivers only use the Driver App for the purposes of the Panellist performing its obligations under the terms of this Agreement.
3. STRUCTURE OF THE PANEL
  3.1 Subject to clause 3.2, the Minicab Panel will comprise the Minicab Panellists.
  3.2 At its sole discretion from time to time, SMC may add additional Minicab Panellist(s) to the Minicab Panel.
  3.3 The Panellist acknowledges that SMC makes no guarantee, express or implied, that any Customer will make a Booking with the Panellist, or with any other Minicab Panellist.
4. TERM
  4.1 This Agreement will begin on the date on which the Panellist receives its account details as referred to in clause 2.2 and shall continue in full force and effect until terminated in accordance with clause 17.
5. PANELLIST SERVICES AND OBLIGATIONS
  5.1 Where a Customer makes a Booking, the Panellist shall provide a quote to SMC for such Booking through the Booking Portal within sixty (60) seconds.
  5.2 Customers will have the option to select:
   
5.2.1 the cheapest quote in relation to their journey; or
5.2.2 the quote which will provide the shortest waiting time for the Customer at their pick up location.
  5.3 SMC shall provide to the Customer:
   
5.3.1 where the Customer has chosen the option at clause 5.2.1 the single cheapest quote it receives from the Minicab Panellists; or
5.3.2 where the Customer has chosen the option at clause 5.2.2 the single quote with the shortest waiting time for the Customer it receives from the Minicab Panellists, and such quote may or may not be the quote provided by the Panellist.
  5.4 Where the quote provided by the Panellist in accordance with clause 5.1 is accepted by the Customer, SMC shall notify the Panellist of such acceptance.
  5.5 5.5 Where the Panellist is notified by SMC of Customer acceptance in accordance with clause 5.4, the Panellist shall ensure such Accepted Booking is fulfilled by:
   
5.5.1 assigning the relevant Driver in relation to whom the quote was based to the Accepted Booking;
5.5.2 notifying SMC of the Driver and Minicab to be used by the Panellist in relation to the Accepted Booking;
5.5.3 subject to clause 5.6, honouring the quote given in accordance with clause 5.1;
5.5.4 picking up the Customer at the appropriate destination communicated through the Booking Portal and, if applicable, at the appropriate time or within any response time quoted;
5.5.5 dropping off the Customer at the appropriate destination communicated through the Booking Portal; and
5.5.6 ensuring that the Accepted Booking is carried out safely and efficiently.
  5.6 Where a Customer changes the details of any Accepted Booking:
   
5.6.1 the Panellist shall ensure that they satisfy the Customer's reasonable revised request;
5.6.2 where the cost of the journey increases as a result of such revised request, the Panellist shall calculate the additional mileage based upon the Panellist's Mileage Rate, calculate the Commission due and notify SMC of the same by email to accounts@saferminicabs.com (with the subject 'Job Price Change') within 1 Working Day; and
5.6.3 the Panellist acknowledges and agrees that where the cost of a journey decreases as a result of such revised request, or where a Customer cancels an Accepted Booking either by notifying SMC, the Panellist or by not being at the pick up destination, the Commission payable to SMC for such Accepted Booking will still be payable as though the quote provided in accordance with clause 5.1 had been paid in full by the Customer.
  5.7 Where the Panellist has been notified that an Alert has been raised the Panellist shall;
   
5.7.1 within two minutes, investigate such Alert with the individual who raised such Alert by contacting the Driver and/or Customer as appropriate;
5.7.2 if necessary in the reasonable opinion of the Panellist, contact the appropriate authorities; and
5.7.3 within four hours, report the findings of such investigation to SMC via the Booking Portal.
  5.8 The Panellist shall
   
5.8.1 perform its obligations under this Agreement in accordance with:
   
    5.8.1.1 all reasonable skill and care;
   
    5.8.1.2 Good Industry Practice; an
   
    5.8.1.3 the Panellist's own established procedures and practices;
   
5.8.2 ensure that no person who discloses that he has a Relevant Conviction, or who is found by the Panellist to have any Relevant Convictions (whether as a result of a police check or through the Criminal Records Bureau procedures or otherwise), is employed or engaged as a Driver without the prior written consent of SMC;
   
5.8.3 for each Driver:
   
    5.8.3.1 conduct thorough questioning regarding any Relevant Convictions of such Driver;
   
    5.8.3.2 ensure a police check is completed and such other checks as may be carried out through the Criminal Records Bureau; and
   
    5.8.3.3 remove from the Booking Portal all details of those Drivers who are no longer employed by the Panellist, and/or whose licences (as required by clauses 6.1.2, 6.1.8, 6.1.9) have been revoked for any reason, and the Panellist shall not engage or continue to use for any Accepted Bookings any Driver who has a Relevant Conviction, a criminal record, or who does not hold the relevant licences as required by clauses 6.1.2, 6.1.8, 6.1.9;
   
5.8.4 notify SMC immediately where any licence referred to in clause 6.1 is revoked or suspended;
   
5.8.5 ensure that Customer Data is only relayed to Drivers where such Drivers are assigned to an Accepted Booking and such data is not disclosed to any other third parties and procure that Drivers use the Customer Data solely for the purposes of fulfilling an Accepted Booking;
   
5.8.6 provide the Panellist Data to SMC through the Booking Portal where the Panellist has been notified of an Accepted Booking and agree that such Panellist Data will be shared by SMC with such Customer;
   
5.8.7 inform all Drivers of the process for Accepted Bookings as set out in this Agreement including notifying each Driver that they may be tracked in accordance with clause 14;
   
5.8.8 procure that all information notified to SMC, via the Booking Portal or otherwise, is complete, accurate and up to date;
   
5.8.9 not fail or refuse to take an Accepted Booking made by or for disabled Customers including those accompanied by assistance dogs, in accordance with the Equality Act 2010;
   
5.8.10 use its reasonable endeavours to market the use of the Customer App including displaying the SMC Mark on any relevant advertising materials provided such use has been previously approved by SMC;
   
5.8.11 allow SMC to market the Panellist through its affiliate network channels only for purposes in connection with this Agreement and the terms of it;
   
5.8.12 act with good faith in its dealings with SMC and any other Minicab Panellist and shall ensure that Drivers act in a way such that the name and reputation of SMC or any other Minicab Panellist is not brought into disrepute or otherwise becomes adversely affected; and
   
5.8.13 shall provide all assistance and information SMC reasonably requires for ensuring the smooth and successful operation of the Minicab Panel including notifying SMC of any problems or dissatisfaction it may have with the Booking Portal, Customer App, Driver App or Websites.
6. PANELLIST WARRANTIES
  6.1 The Panellist warrants that:
   
6.1.1 it shall comply with all applicable laws including the Private Hire Vehicles (London) Act 1998;
6.1.2 it shall only use suitable, appropriately qualified, efficient, experienced and competent personnel, including Drivers, in the provision of the services under this Agreement;
6.1.3 it holds a valid licence commissioned by the relevant governing body to permit the Panellist to operate within its local authority and/or areas of operation;
6.1.4 it shall maintain any necessary licences to allow it to legally operate and conduct business under the terms of this Agreement;
6.1.5 it possesses and shall maintain, and shall ensure that each Driver possesses and maintains, all necessary insurances to legally operate and conduct business under the terms of this Agreement;
6.1.6 all Vehicles are and shall be properly maintained in a roadworthy condition;
6.1.7 the use of the Panellist Marks as permitted under this Agreement will not infringe the Intellectual Property Rights of any third party;
6.1.8 all Drivers shall have a full DVLA, Northern Ireland or EEA state driving licence;
6.1.9 all Drivers shall be appropriately licensed to carry out the services outlined in this Agreement which shall include each Driver holding a valid PHV Drivers licence as described in the Private Hire Vehicles (London) Act 1998;
6.1.10 all vehicles used by Drivers assigned to Accepted Bookings shall be appropriately licensed to transport Customers under the terms of this Agreement which shall include a valid PHV Vehicle licence as described in the Private Hire Vehicles (London) Act 1998; and
6.1.11 it shall abide by any private hire regulations set by their local authority.
  6.2 The Panellist shall notify SMC immediately if any of the warranties made in this Agreement are or become untrue or inaccurate.
  6.3 The fact that any provision within this Agreement is expressed as a warranty shall not preclude any right of termination SMC may have in respect of breach of that provision by the Panellist.
7. SMC SERVICES, OBLIGATIONS AND WARRANTIES
  7.1 SMC shall:
   
7.1.1 host and maintain the Booking Portal on SMC's server. SMC shall at all times retain full control over the operation, hosting and maintenance of the Booking Portal;
7.1.2 provide the Customer Data to the Panellist where a Booking has been made with the Panellist;
7.1.3 notify the Panellist if an Alert has been raised; and
7.1.4 use its reasonable endeavours to ensure that the Booking Portal is available on a 95% availability basis calculated annually excluding scheduled or emergency maintenance. While SMC endeavours to ensure that the Booking Portal is normally available 24 hours a day, it shall not be liable if for any reason the Booking Portal is unavailable at any time or for any period. SMC does not warrant that the use of the Booking Portal will be uninterrupted or error-free. Access to the Booking Portal may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond the SMC's control.
  7.2 SMC shall give the Panellist direct access to the Booking Portal in order for them to make changes to their account.
  7.3 SMC warrants that:
   
7.3.1 the use of the SMC Marks as permitted under this Agreement will not infringe the Intellectual Property Rights of any third party; and
7.3.2 it shall not bring the good name and reputation of the Panellist into disrepute.
  7.4 The Panellist acknowledges that SMC makes no representations or warranties, express or implied, regarding its services and all representations, undertakings, warranties, terms and conditions whether express or implied by statute, common law or otherwise are excluded to the fullest extent permitted by law.
  7.5 SMC does not guarantee that the information on the Websites and/or Booking Portal is entirely accurate so from time to time it may no longer be valid. The pages contained on the Websites may also contain technical inaccuracies and typographical errors. SMC will endeavour to update the information on a regular basis.
8. INVOICING AND PAYMENT
  8.1 The Panellist acknowledges and agrees that it shall only receive payment from Customers and no payment will be due from SMC for any Accepted Booking.
  8.2 SMC will not charge the Customer for placing the Booking.
  8.3 The Panellist shall pay Commission and the Charge (where applicable) to SMC for the duration of this Agreement.
  8.4 SMC shall issue an invoice to the Panellist each month or as otherwise agreed between SMC and the Panellist for the Charge and the amount of Commission payable in respect of the previous month or such other timescales agreed between SMC and the Panellist.
  8.5 The invoice shall include a break down of the Commission by including details of each Accepted Booking and shall include SMC's bank account details and the Panellist customer number.
  8.6 Within fourteen (14) days of receipt of the invoice referred to in clause 8.4, the Panellist shall pay the invoice amount by bank transfer into SMC's bank account as prescribed in the invoice..
  8.7 The Panellist shall include their reference number (as prescribed in the invoice) when making a payment in respect of the Charge and the Commission due.
  8.8 Should the Panellist wish to make payment in a way other than by bank transfer then the Panellist shall contact SMC who shall notify the Panellist of any additional charges to be applied for the Panellist's preferred payment option.
  8.9 If the Panellist fails to pay any amount due to SMC under this Agreement on the due date then without limiting SMC's rights under clauses 16 and 17 any other rights or remedies SMC may have, interest shall be added to such amount, at a rate of EURIBOR, as applying from time to time, plus EURIBOR plus 2%; for the period from the due date until and including the date of actual payment (whether before or after judgment). Panellist acknowledges that such interest is a genuine pre-estimate of SMC’s cost of funding such overdue amount and is not a penalty.
  8.10 Without limiting any other rights or remedies which SMC may have, SMC reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998 in lieu of interest added in accordance with clause 8.9.
  8.11 If the Panellist wishes to dispute the outstanding invoice they should contact SMC immediately via email at accounts@saferminicabs.com
9. REFUND POLICY
  9.1 If the Panellist has any outstanding accounts against SMC, SMC will raise a credit note detailing the total amount to be credited to the Panellist. This sum will be offset against the Commission due in the Panellist's next invoice.
  9.2 The Panellist shall not withhold payment of any amount due to SMC by way of any set off or counterclaim.
  9.3 On termination of this Agreement:
   
9.3.1 any overpayments made by the Panellist shall be offset against any outstanding sums owed to SMC under this Agreement or otherwise; and
9.3.2 any remaining balance shall then be refunded by SMC to the Panellist.
10. COMPLAINTS
  10.1 The parties shall deal with complaints from third parties including any expression of dissatisfaction from a Customer, whether oral or written and whether justified or not ("Complaints") relating to them in accordance with their own internal procedures.
  10.2 Each party shall provide to the other, as and when reasonably required, such information and/or assistance as is reasonably required by the other to deal with any Complaints.
11. INTELLECTUAL PROPERTY RIGHTS
  11.1 The Panellist acknowledges that all rights, title and interest in and to the Intellectual Property Rights in the Booking Portal, Customer App, Driver App and/or Websites shall remain vested in SMC or its licensors (except to the extent that the Panellist provides Panellist Marks to be displayed on the Websites where Intellectual Property Rights in such Panellist Marks shall remain vested in the Panellist). The Panellist shall have no rights in or to the Booking Portal, Customer App, Driver App and/or Website other than the right to use it in accordance with the terms of this Agreement.
  11.2 SMC grants to the Panellist, solely for the duration of this Agreement, a non exclusive, non transferable, revocable licence to use the SMC Marks for the sole purposes of complying with the terms of this Agreement. SMC's prior written approval must be obtained before the Panellist can make use of any other Intellectual Property Rights belonging to SMC.
  11.3 If the Panellist becomes aware of an actual, potential or threatened infringement of SMC Intellectual Property (an "Infringement"), it shall promptly notify SMC of all details of the same of which it is aware. If the Panellist becomes aware that a third party alleges that SMC Intellectual Property is invalid, or that use of SMC Intellectual Property infringes any rights of another party, or that SMC Intellectual Property is otherwise attacked or liable to attack, , the Panellist shall promptly notify SMC of all details of the same of which it is aware. The Panellist shall make no comment or admission to any third party in respect of the matter and shall procure that its agents, sub-contractors and personnel do not do so. As between the parties, SMC alone shall have the right at its discretion to conduct any action or dispute relating to any SMC Intellectual Property or to any Infringement. The Panellist will at the request of SMC co-operate with SMC in any such action or dispute, claim or proceeding brought or threatened in respect of the SMC Intellectual Property.
  11.4 The Panellist grants to SMC, solely for the duration of this Agreement, a non exclusive, non transferable, revocable licence to use the Panellist Marks for the sole purposes of complying with the terms of this Agreement.
  11.5 Subject to clauses 11.1 and 11.4, nothing in this Agreement entitles either party to use the other party's Intellectual Property Rights, including name, logo or trade mark, without the prior written consent of such party. All goodwill arising in relation to the use of the SMC Marks shall accrue to SMC and all goodwill arising in relation to the use of the Panellist Marks shall accrue to the Panellist.
12. PERSONAL DATA
  12.1 The Panellist acknowledges that in performing the Services under this Agreement will have access to and/or process, as defined in the Data Protection Act 1998 ("Process"), Personal Data, as defined in the Data Protection Act 1998 ("Personal Data"), relating to Customers. Where the Panellist Processes any Personal Data as part of its obligations under this Agreement, the parties agree that SMC is the data controller, as defined in the Data Protection Act 1998 ("Data Controller"), and that the Panellist is the data processor, as defined in the Data Protection Act 1998 ("Data Processor").
  12.2 The Panellist and SMC agree to comply with the obligations imposed on them by the Data Protection Act 1998
  12.3 The Panellist shall:
   
12.3.1 process the Personal Data only in accordance with SMC's instructions and to the extent, and in such manner, as is necessary for the performance of its obligations under this Agreement or as is required by law or any regulatory body;
12.3.2 implement appropriate technical and organisational measures to protect the Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure. These measures shall be appropriate to the harm which might result from any unauthorised or unlawful Processing, accidental loss, destruction or damage to the Personal Data and having regard to the nature of the Personal Data which is to be protected;
12.3.3 take reasonable steps to ensure the reliability of any Panellist employees who have access to the Personal Data;
12.3.4 obtain written consent from SMC prior to any transfer of the Personal Data to any sub-contractors or group company for the performance of its obligations under this Agreement. If SMC consents to such a transfer, the Panellist shall be responsible for the acts and omissions of any sub contractor or group company with whom it contracts or which Processes Data on its behalf, as it is for its own acts and omissions in relation to the matters provided for in this Agreement. Any such sub-contract shall be on terms which are substantially the same as those set out in this Agreement;
12.3.5 not Process any sensitive personal data (as defined in the Data Protection Act 1998);
12.3.6 ensure that all Panellist employees required to access the Personal Data are informed of the confidential nature of the Personal Data and comply with the obligations set out in this clause 12.2;
12.3.7 ensure that none of the Panellist employees publish, disclose or divulge any of the Personal Data to any third party unless directed in writing to do so by SMC;
  12.3.8 notify SMC within five (5) Working Days if it receives:
   
12.3.8.1 a request from a data subject (as defined in the Data Protection Act 1998 ("Data Subject")) to have access to that person's Personal Data; or
12.3.8.2 a complaint or request relating to SMC's obligations under the Data Protection Act 1998;
  12.3.9 provide SMC with full cooperation and assistance in relation to any complaint or request made, including by:
   
12.3.9.1 providing SMC with full details of the complaint or request;
12.3.9.2 complying with a data access request within the relevant timescales set out in the Data Protection Act 1998 and in accordance with SMC's instructions;
12.3.9.3 providing SMC with any Personal Data it holds in relation to a Data Subject (within the timescales required by SMC); and
12.3.9.4 providing SMC with any information requested by SMC;
  12.3.10 not Process Personal Data outside the European Economic Area without the prior written consent of SMC.
  12.4 Notwithstanding any provision of this Agreement, the Panellist shall be liable for and shall indemnify and hold harmless SMC against any and all liability, loss, damages, awards (including legal costs, professional and other expenses of any nature) whatsoever incurred or suffered by SMC whether direct, indirect or consequential (including any economic loss or loss of profit/loss of business, loss of goodwill or loss of savings) arising out of the breach by the Panellist of this clause 12.
13. CONFIDENTIALITY
  13.1 Subject to clause 13.3, each party agrees and undertakes that it will hold in complete confidence any Confidential Information disclosed to it (whether directly or indirectly and by whatever means), and will not disclose it in whole or in part at any time to any third party, nor use Confidential Information for any purpose other than the performance of its obligations under this Agreement.
  13.2 The obligations set out in this clause 13 shall not apply to any Confidential Information which: (i) at or prior to the time of disclosure was known to the receiving party as evidenced in writing, except to the extent that such information was unlawfully appropriated; (ii) at or after the time of disclosure becomes generally available to the public other than through any act or omission on the part of the receiving party; (iii) is received from a third party free to make such disclosure without breaching any legal obligation; (iv) is independently developed by the receiving party; or (v) is required to be disclosed by law, court order or request by any government or regulatory authority which may include the Metropolitan Police Services, Transport for London and any respective local authorities.
  13.3 The parties agree that they shall each be entitled to refer to the Customer App in its promotional materials.
14. TRACKING
  14.1 The Panellist agrees and acknowledges that the Driver App will track the location of the Driver when the Driver logs in to the Driver App ("Location Data").
  14.2 SMC warrants to the Panellist that the Customer has given their permission for their location to be shared with the Panellist and the designated Driver through the use of the Customer App.
  14.3 The Panellist shall permit the Driver's Location Data to be shared with SMC and the Customer for the fulfilment of each Accepted Booking. The Panellist shall ensure that the Driver has consented to the sharing of its Location Data with SMC and the Customer and that the Driver understands how the Location Data will be used and the consequences of not consenting to the use of its Location Data by SMC and the Customer.
  14.4 The SMC Privacy Policy http://www.saferminicabs.com/privacy-policy explains how SMC will treat the Driver's Personal Data, including Location Data. The Panellist will ensure that the Driver consents to its Data being used in accordance with the SMC Privacy Policy.
  14.5 The functional element of the Customer App, Driver App and Booking Portal which tracks the location of the Driver and Customer, is the Maps API Implementation which is licensed to SMC by Google. By using the Booking Portal which is integrated with Google’s map services the Panellist agree to be bound by Google’s Terms of Use which can be found at http://maps.google.com/help/terms_maps.html.
  14.6 14.6 The Panellist shall procure that Drivers are made aware that the functional element of the Driver App which tracks the location of the Driver, is the Maps API Implementation which is licensed to SMC by Google and the Panellist shall procure that by using the Driver App which is integrated with Google’s map services the Driver agrees to be bound by Google’s Terms of Use which can be found at http://maps.google.com/help/terms_maps.html.
15. FORCE MAJEURE
  15.1 Neither party shall be liable to the other for any delay in performance of failure to perform its obligations in accordance with this Agreement where such delay or failure is due to circumstances beyond its control and unknown to it at the date of this Agreement, such circumstances including but not restricted to strike, lock-out, or labour dispute, acts of God, fire, flood and storm, war, riot, civil commotion, terrorism; explosion or malicious damage, compliance with a law or governmental order, rule, regulation or direction, accident or breakdown of plant or machinery, and the shortage of material, equipment, labour or supplies.
16. SUSPENSION
  16.1 In the event that the Panellist:
   
16.1.1 does not make payment to SMC in accordance with clause 8;
16.1.2 commits a breach of this Agreement; or
16.1.3 is the subject of a Complaint (or a number of Complaints) which, in SMC's discretion, is sufficient to invoke this clause 16, SMC shall be entitled to suspend the Panellist from the Minicab Panel.
  16.2 Following suspension of the Panellist, a request needs to be made in writing to re-instate the account. Both parties agree and acknowledge that consideration of the suitability of the Panellist for reinstatement would take the time and effort of SMC and as such a fee of twenty five pounds (£25) will apply to any application for reinstatement and both parties agree and acknowledge that such fee is reasonable and a genuine pre-estimate of the cost involved for SMC. This request needs to be sent via email to accounts@saferminicabs.com.
17. TERMINATION
  17.1 SMC may terminate this Agreement at its discretion without notice if:
   
17.1.1 the Panellist breaches any of its obligations in this Agreement, including the Panellist's operating licence being revoked or the occurrence of one or more of the events in clauses 16.1.1 or 16.1.3;
17.1.2 the Panellist is the subject of an Insolvency Event; or
17.1.3 there is a Change in Control of the Panellist.
  17.2 Either party may terminate this Agreement for convenience (on a non-default basis and without any liability on the part of either party) at any time on giving a Termination Notice of not less than one (1) month to the other party.
  17.3 This right of termination is in addition to any other rights of the parties under this Agreement and its exercise shall be without prejudice to any claim, remedy or right of action that either party may have in relation to this Agreement.
18. CONSEQUENCES OF TERMINATION
  18.1 The Panellist shall continue to be under its obligations as set out in this Agreement until the date of termination of this Agreement.
  18.2 In the event of termination, the Panellist shall:
   
18.2.1 cease to use SMC Marks;
18.2.2 within thirty (30) days of the date of termination, securely wipe any Customer Data used by the Panellist in the provision of the Services from any computers, storage devices and storage media and confirm in writing to SMC that it has done so; and
18.2.3 within fourteen (14) days of termination make all payments due under the terms of this Agreement.
  18.3 Except where this Agreement expressly states otherwise, all licences, leases and authorisations granted by SMC to the Panellist in relation to this Agreement shall be terminated with effect on the termination of this Agreement.
  18.4 Any termination of this Agreement will not affect the accrued rights or liabilities of the parties and without limiting the foregoing the provisions of clauses 11 (Intellectual Property Rights), 12 (Personal Data), 13 (Confidentiality), 19 (Indemnities), 20 (Limitations on Liability), this clause 18 (Consequences of Expiry or Termination), clause 23 (Relationship of the Parties) 24 (Severance), 25 (Entire Agreement), 26 (Third Party Rights) and 29 (Governing Law and Jurisdiction) shall survive the termination or expiry of this Agreement.
19. INDEMNITIES
  19.1 The Panellist will be solely liable for all losses, damages, penalties, costs, expenses and other liabilities (including legal fees) incurred by, or awarded against or agreed to be paid by the SMC in connection with any proceedings, claim or action against SMC:
   
19.1.1 resulting from a breach by the Panellist of any law or regulation;
19.1.2 resulting from a breach of clause 5.8.4;
19.1.3 a breach by the Panellist of any third party IPR; and/or
19.1.4 by or on behalf of a Customer which results from the actions, inactions, negligence or default of the Panellist in connection with its performance its obligations under this Agreement or otherwise.
  19.2 The Panellist shall at all times, during and after the term of this Agreement, hold harmless and indemnify and keep indemnified SMC on written demand against all losses, damages, penalties, costs, expenses and other liabilities (including legal fees) incurred by, awarded against or agreed to be paid by SMC in connection with any proceedings, claim or action against the SMC:
   
19.2.1 resulting from a breach by the Panellist of any law or regulation;
19.2.2 resulting from a breach of clause 5.8.4;
19.2.3 a breach by the Panellist of any third party IPR; and/or
19.2.4 by or on behalf of a Customer which results from the actions, inactions, negligence or default of the Panellist in connection with its carrying out of its obligations under this Agreement or otherwise.
20. LIMITATIONS ON LIABILITY
  20.1 Neither party limits its liability for:
   
20.1.1 death or personal injury caused by its negligence, or that of its employees, agents or sub-contractors (as applicable); or
20.1.2 fraud or fraudulent misrepresentation by it or its employees; or
20.1.3 any liability which cannot be limited or excluded by law.
  20.2 SMC shall not be liable to the Panellist in respect of any claims, losses or damages, whether arising from tort (including negligence), breach of contract or otherwise under or in connection with any Customer information supplied to the Panellist in connection with this Agreement.
  20.3 Subject to clause 20.1, the entire liability of SMC arising out of or in connection with the supply, non supply, delay or defects in performing its obligations under the terms of this Agreement, or otherwise in connection or related to this Agreement, and whether in contract, tort (including negligence or breach of statutory duty) or otherwise is limited to the total amount of Commission paid or payable to SMC by the Panellist in respect of the first twelve (12) Months of this Agreement (save that where the claim arises during the twelve (12) Months commencing on the date of the Agreement, such amount shall be set at the total amount of fees which have actually been paid in such period.
  20.4 SMC shall not be liable to the Panellist for any:
   
20.4.1 loss of profits, turnover or business opportunities (whether direct or indirect);
20.4.2 loss of data or recovering data;r
20.4.3 loss of goodwill; or.
20.4.4 any indirect or consequential losses; arising out of or in connection with this Agreement.
  20.5 SMC is not liable should any Customer cancel or fail to pay for any Accepted Booking. Panellist is solely responsible for the supply of its services Customers and the terms of that supply. Panellist shall not make any representations, warranties or guarantees with reference to the Customer App or SMC except as may be authorised by SMC in writing from time to time.
  20.6 SMC is not liable for faults, breakdowns or other interruptions of the Driver App, the Customer App, the Booking Portal and/or the Websites.
  20.7 SMC is not liable for any damages that result from collisions of vehicles, including due to irresponsible driving of the Driver or any actions of the Customer, or for any accidents and injury of individuals, including injuries to Drivers or Customers as a result of a third party collision.
  20.8 Nothing in this clause 20 shall act to reduce or affect a party's general duty to mitigate its loss.
21. ASSIGNMENT AND NOVATION
  21.1 The Panellist may not assign or transfer or purport to assign or transfer a right or obligation under this Agreement without first obtaining SMC's written consent.
22. WAIVER AND CUMULATIVE REMEDIES
  22.1 No failure or delay by any party to exercise any right or remedy will operate as a waiver of it nor will any partial exercise preclude any further exercise of the same, or of some other right or remedy. All such rights and remedies are several and cumulative and not exclusive of each other.
23. RELATIONSHIP OF THE PARTIES
  23.1 Nothing in this Agreement shall be construed as creating a partnership, joint venture or agency relationship between the parties.
  23.2 The Panellist shall accept to being joined in any manner by third party notice or otherwise in any proceedings instituted against SMC which relate to the Panellist's conduct or performance of its obligations under this Agreement or otherwise.
24. SEVERANCE
  24.1 If any term of this Agreement shall be held to any extent to be illegal or unenforceable: (i) that term shall to that extent be deemed not to form part of this Agreement; and (ii) the remainder of this Agreement shall not be affected.
25. ENTIRE AGREEMENT
  25.1 This Agreement together with the documents referred to in it constitutes the entire agreement and understanding between the parties in respect of the matters dealt with in it and supersedes cancels and nullifies any previous agreement between the parties relating to such matters.
  25.2 Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) other than as expressly set out in this Agreement. The only remedy available to any of the parties in respect of any such statement, representation, warranty or understanding shall be for breach of contract under the terms of this Agreement.
26. THIRD PARTY RIGHTS
  26.1 A person who is not party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This clause 26 does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
27. NOTICES
  27.1 Any notices given by either party hereunder shall be given in writing to the recipient at its address (such address as such party may notify the other for the purposes of this Agreement). Any such notice shall be deemed to be delivered, if sent by first class post, forty eight hours after posting and, if sent by facsimile, at the time of transmission, confirmed by a transmission report from the sender’s facsimile machine.
28. AMENDMENTS
  28.1 SMC will inform the Panellist of any changes, contractual or otherwise, which may directly or indirectly affect the Panellist on reasonable notice to the Panellist. This will also include notifications of new products being released.
  28.2 The Panellist will be deemed to have accepted any changes notified to him by SMC if, within 25 days of receipt of such notice, he does not communicate his non-acceptance of the changes to SMC. In the event that the Panellist does not accept any notified changes, it may elect to terminate the Agreement in accordance with clause 17.2.
29. GOVERNING LAW AND JURISDICTION
  29.1 This Agreement shall be governed by and construed in accordance with English Law and, without prejudice to the Dispute Resolution Procedure, each party agrees to submit to the exclusive jurisdiction of the courts of England and Wales.
30. ANTI BRIBERY
  30.1 PANELLIST SHALL COMPLY WITH ALL APPLICABLE LAW RELATING TO BRIBERY AND CORRUPTION AND SHALL NOT DO, OR OMIT TO DO, ANY ACT THAT WILL CAUSE SMC TO BE IN BREACH OF ANY SUCH APPLICABLE LAW, AND IN DOING SO: SHALL NOT GIVE OR RECEIVE ANY BRIBES, INCLUDING IN RELATION TO ANY FOREIGN PUBLIC OFFICIAL; AND SHALL MAINTAIN AN EFFECTIVE ANTI-BRIBERY COMPLIANCE REGIME THAT MONITORS COMPLIANCE AND DETECTS VIOLATIONS. IF PANELLIST BREACHES THE OBLIGATIONS IN THIS CLAUSE IT SHALL INDEMNIFY SMC AGAINST ANY COSTS CLAIMS AND LIABILITIES ARISING AS A RESULT OF THE BREACH002E.

PAYMENT SCHEDULE
This Payment Schedule outlines the payment plan for the use of Safer Minicabs Services.
[Add company] ("Minicab Company") agrees to pay [Flat Fee or Percentage Fee – delete as appropriate] as set out below within 7 calendar days of the date of Safer Minicab’s invoices which are issued on a weekly basis.
  Booking value in British Pounds (£)
  0-10 11-20 21-30 31-50 51-70 71-80+
Flat Fee*            
  Booking value in British Pounds (£)
  0-10 11-20 21-30 31-50 51-70 71-80+
% Fee*            
*Please note these costing exclude VAT at 20% and VAT will be added to the amount specified in the weekly invoices. Minicab Company acknowledges and agrees that, if it fails to pay within the 14 day period of the date of Safer Minicab’s invoice, SMC will suffer losses and may seek to mitigate and recover those losses by: charging an additional late payment fee of £10 and interest at a rate of EURIBOR plus 2%; suspending the use of the Web Portal and booking platform, commencing legal proceedings and/or its costs incurred in collecting the balance owed.
The Parties may agree to amend the terms of this Payment Schedule from time to time and, in such a circumstance, agree to execute an updated Payment Schedule incorporating those amended terms.
Signed on behalf of Minicab Company   __________________________________________   Date _______________________________________________
SMC Signature   __________________________________________   Date _______________________________________________