Supplier Agreement for Operators

SUPPLIER AGREEMENT – PRIVATE HIRE OPERATOR
(London, England & Wales)
TERMS & CONDITIONS
1. PARTIES
THIS AGREEMENT is made BETWEEN:

iChauffeur Limited of 137 Station Road, Hampton, TW12 2AL (Company Registration Number 05573981) (the “Company”)

-and-

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

2. DEFINITIONS
2.1 “Agreement” means this document and incorporates any other agreements, policies or related documents referenced herein.
2.2 “Client(s)” means any person who makes a Private Hire Booking, including all associated passengers to that private hire booking, with the Company for a Service.
2.3 “Communication Software” means a mobile application, accessed using a Mobile Device, which transmits Private Hire Booking details using telecommunication or navigation software (that is to say software or programs capable of sending and / or receiving data in any form (including, but not limited to, credit or debit card payments, voice telephony, cellular data, wireless data, SMS and MMC messages, digital or analogue radio signals)) licensed or otherwise supplied to the Supplier in the performance of this Agreement.
2.4 “Fare(s)” means the money paid by a Client for the provision of a Private Hire Booking and Service.
2.5 “Party” / “Parties” means the Company and Supplier.
2.6 “Private Hire Booking(s)” means the same as that defined within section 1(4) Private Hire Vehicles (London) Act 1998 and section 56(2) Local Government (Miscellaneous Provisions) Act 1976.
2.7 “Private Hire Licensing Law” means, but is not limited to, the Private Hire Vehicles (London) Act 1998 and Local Government (Miscellaneous Provisions) Act 1976.
2.8 “Private Hire Operator(s)” means the same as that defined within section 1(1)(b) Private Hire Vehicles (London) Act 1998 and section 55 Local Government (Miscellaneous Provisions) Act 1976.
2.9 “Private Hire Vehicle(s)” means the same as that defined within section 1(1) Private Hire Vehicles (London) Act 1998 and section 48 Local Government (Miscellaneous Provisions) Act 1976.
2.10 “Private Hire Vehicle Driver(s)” means the same as that required within section 12 Private Hire Vehicles (London) Act 1998 and section 51 Local Government (Miscellaneous Provisions) Act 1976.
2.11 “Service(s)” means conveying, using a licensed Private Hire Vehicle and Private Hire Vehicle Driver supplied by the Supplier in the capacity of a licensed Private Hire Operator, of Clients and / or belongings from a collection point to destination point in accordance with a Private Hire Booking made by, for or on behalf of that Client.
2.12 “Service Fee(s)” means the money paid by the Company to the Supplier for the Service(s).
2.13 “User Licence(s)” means a licence enabling access to, and permitting use of, the Communication Software.

3. THIS AGREEMENT
3.1 This Agreement establishes the relationship between the Company, a licensed Private Hire Operator, and the Supplier, a licensed Private Hire Operator, and sets out the terms of that relationship.
3.2 The Agreement, amongst others, sets out-
3.2.1 The nature of the Parties relationship.
3.2.2 The Parties capacity in respect of Private Hire Booking(s), Service(s) and Communication Software.
3.2.3 The Company’s fee obligations, in consideration of Service(s), to the Supplier.
3.2.4 When, and how, this Agreement can be terminated by the Parties.
3.3 Notwithstanding the other agreements, policies or related documents which this Agreement references, the Company and Supplier agree this Agreement represents the totality of the relationship between the Company and the Supplier.
3.4 This Agreement supersedes all previous agreements and once signed constitutes a legally binding agreement between the Company and Supplier.

4. NATURE OF RELATIONSHIP
4.1 The Company is an incorporated company carrying on an independent business as a Private Hire Operator inviting, and accepting, Private Hire Booking(s) and arranging Service(s).
4.2 The Supplier is a corporate legal entity or person carrying on an independent business as a Private Hire Operator inviting, and accepting, sub-contracted Private Hire Booking(s) and providing Service(s).

5. CAPACITY – PRIVATE HIRE BOOKING(S) & SERVICE(S)
5.1 The Company shall act as first operator and principal to the Client for Private Hire Booking(s) and the Service(s) (for the purposes of section 5 Private Hire Vehicles (London) Act 1998 and sections 55A-55B Local Government (Miscellaneous Provisions) Act 1976).
5.2 The Supplier shall act as second operator and agent of the Company for the provision of the Service(s) (for the purposes of section 5 Private Hire Vehicles (London) Act 1998 and sections 55A-55B Local Government (Miscellaneous Provisions) Act 1976).

6. COMPANY OBLIGATIONS – PRIVATE HIRE BOOKING(S)
6.1 The Company shall, as a licensed Private Hire Operator, invite and accept Private Hire Bookings in accordance with Private Hire Licensing Law.
6.2 The Company shall provide to the Supplier details of Private Hire Bookings requiring the Service(s) using, unless otherwise agreed, the Communication Software.
6.3 The Company shall collect and receive all Fare(s) payments made by Client(s).
7. SUPPLIER OBLIGATIONS – SERVICE(S)
7.1 The Supplier shall, as a licensed Private Hire Operator, supply the Service(s) in accordance with Private Hire Licensing Law.
7.2 The Supplier shall at the Suppliers’ sole discretion accept or reject a Service request from the Company.
7.3 The Suppliers’ act of acceptance at Clause 7.2 shall constitute a sub-contracted Private Hire Booking (for the purposes of Private Hire Licensing Law).
7.4 The Supplier shall at the Suppliers’ sole discretion determine the manner of performance of the Service(s).
7.5 The Supplier accepts, when acting as an agent on behalf the Company, it will be held liable for any act or omission attributable to the Supplier that results in any unpaid Fare(s) or related loss (in accordance with Clause 12.5).
8. SERVICE FEE(S)
8.1 The Company shall pay, subject to the arrangements at Clause 8.2, a Service Fee to the Supplier for each completed Service.
8.2 The Parties shall agree the terms (including, but not limited to, the rates and payment structure) for the Service Fee(s) at Clause 8.1 from time to time.
9. COMMUNICATION SOFTWARE
9.1 The Company agrees to licence for the purpose outlined in Clause 6.2 to the Supplier the Communication Software until the termination of this Agreement.
9.2 The Supplier agrees to use the Communication Software in accordance with all terms and conditions (including applicable End User Licence Agreement (EULA) or related third party agreements) under which it is supplied and will be liable for all damage and impairment to the Communication Software resulting from actions or omissions by the Supplier.
9.3 The Company reserves the right to make changes to the Communication Software licensed to the Supplier from time to time and to change the terms on which it is licensed.
10.INSURANCE
10.1 The Supplier agrees at all times to maintain in respect of the Suppliers business all necessary insurance policies which properly insure, and otherwise indemnify, against all applicable risks to the Company, Clients and third parties.

11.FORCE MAJEURE
11.1 The Company and Supplier shall, upon being affected, forthwith inform the other party of the matters constituting force majeure and keep the other party fully informed of the continuance and of any change of circumstances whilst such force majeure continues.
11.2 The Company shall not be liable for any breach of its obligations resulting from a cause beyond its control including but not limited to fire, weather, strikes, insurrection, riots, embargoes, shortage of materials, delays in transportation, requirements of civil or military authority, war, civil unrest or terrorist action.
11.3 The Company shall not, in the circumstances at Clause 11.2, be liable for any delay in performance or non-performance of any of its obligations due to force majeure.

12.LIMITATION OF LIABILITY
12.1 All implied terms, conditions or warranties are excluded from this Agreement to the fullest extent permitted by law.
12.2 Nothing in these Terms limits or excludes the liability of the Company for death or personal injury resulting from negligence by the Company or fraud or fraudulent misrepresentation.
12.3 The Company, subject to Clauses 12.1 and 12.2, shall not be liable to a Supplier for any loss of profits or special, indirect or consequential loss, costs, damages, charges or expenses.
12.4 The total liability of the Company in contract, tort or otherwise shall in all circumstances be limited to the applicable Service Fee(s) for each Service.
12.5 The Supplier accepts it will be held liable for any act or omission attributable to the Supplier that results in any loss to the Company of profits or special, indirect or consequential loss, costs, damages, charges or expenses.
13.INTELLECTIAL PROPERTY
13.1 This Agreement is not a contract for the sale or transfer of ownership rights of any material supplied by the Company to the Supplier.
13.2 The Supplier, in signing this Agreement, acknowledges the Company retains ownership of, pursuant to the Copyright, Designs and Patents Act 1988, any and all material supplied by the Company to the Supplier.
14.DATA PROTECTION
14.1 The Parties agree to abide by all relevant provisions set out in the General Data Protection Regulation (GDPR) (EU) 2016/679 (as incorporated by the Data Protection Act 2018).
14.2 The Supplier, in signing this Agreement, confirms it has received a copy of the Company’s Privacy Policy pursuant to Article 12 General Data Protection Regulation (GDPR) (EU) 2016/679.
14.3 The Supplier agrees to present, where applicable, the Company with a copy of the Supplier’s Privacy Policy pursuant to Article 12 General Data Protection Regulation (GDPR) (EU) 2016/679
14.4 The Company is registered with the Information Commissioner’s Office (Registration Number ZA883272).
15.TERMINATION
15.1 The Company and Supplier may terminate this Agreement for any reason at any time for any reason by giving the other Party no less than 48 hours’ notice of the intention to do so.
15.2 The Company reserves the right to terminate this Agreement with immediate effect should the Supplier breach any term of this Agreement.
15.3 The Suppliers obligations under this Agreement will only end once it ceases accessing, or otherwise using, the Communication Software.
16.JURISDICTION
16.1 This Agreement is governed by, and subject to, the laws of England.