“App”

The software application provided by us as part of the TAXIAPP Platform and as made available for downloading onto certain portable electronic devices through recognized stores including the Apple Store and Google Play.

“Booking Request”

A request, submitted by a User via the App, to use the Transportation Services. “Booking Services”

“Customers”

The service we provide to you (and to Customers) as further explained in section 2 below. Means the customers identified via the App who wish to engage Transportation Services.

“Fare”

The amounts that Customers are charged for Rides (in addition to other applicable fees), for the Taxi Fare.

“TAXIAPP PLATFORM”

A combination of the App, our website, and the Booking Services provided by our technology platform.

“Ride”

The journey that a Customers makes whether by means of Taxi.

“Service”

Any of the services described in these Terms including the Booking Services provided by us, and the Transportation. Services provided by you.

“Taxi”

Taxis are referred to in legislation, regulation and common language as ‘hackney carriages’, ‘black cabs’ and ‘cabs’. The term ‘taxi’ is used throughout these Terms and refers to all such vehicles.

“Transportation Service”

The Service(s) that you provide to Customers, to supply Rides, by means of a Taxi.

“Transportation Service Area”

The areas and locations in which the Transportation Services are available to Customers at any given time, as indicated through the App. “us”, “we” or “our” Taxiapp Partnership (London) Ltd trading as TAXIAPP.

“you” or “your”

You as a licensed and App-registered Taxi Driver, an provider of the Transportation Services to Users obtaining Transportation Services via our Booking Services within the App.

1. Introduction

1.1. We are Taxiapp Partnership (London) Ltd, trading as TAXIAPP a ride hail service for Taxi vehicles), a company registered in England and Wales. Our company registration number is 13885741 and our registered office is at Kemp House, 160 City Road, London EC1V 2NX, UK. Our registered VAT number is

1.2. These are the terms and conditions which apply to your use of the App and its Services. As a Driver, you are introduced to Customers of our Booking Services who seek and obtain Transportation Services from you and other Drivers.

1.3. We ask that you read these Terms carefully before you use the TAXIAPP Platform. These Terms set out how we will provide the App and the Booking Services to you, how you and we may change or end your right to use TAXIAPP Platform, what to do if there is a problem and other important information.

1.4. There are other terms that will apply to your use of the Services. This includes the following: a) our Privacy Policy; and b) the terms of the Apple, Google Play and/or such other store from which you may download the App.

1.5. When you first register with us, you are required to acknowledge and accept the terms and conditions as set out in these Terms and in doing so, you agree to adhere to your obligations arising under these Terms whenever using our Booking Services and whenever providing the Transportation Services.

1.6. A copy of these Terms is located on our website and within the App.

1.7. Should you need to contact us, you may do so by e-mail at the address applicable to you: support@taxiappuk1.freshdesk.com<mailto:support@taxiapp1.freshdesk.com>

1.8. If we have to contact you we will do so by telephone or in writing, using the details which you provide to us when opening your Account.

1.9. When we use the words “writing” or “written” in these terms, this includes emails and communications made through the App.

1.10. Unless the context otherwise requires, words in the singular shall include the plural and vice versa.

2. The Booking Service

2.1. The Booking Service for Taxis (Bookings) submitted by Customers through the App, and we provide you (the Driver) with requests for Transportation Services. We act as an intermediary between you and the User. We do not provide Transportation Services. When we say in these Terms that we will provide you with Booking Services we mean that we will provide you with access to and use of the TAXIAPP Platform, together with any associated support Services that we may offer.

2.2. The Booking Service we provide to the Customers consists of the following: a) Accepting bookings requested by the Customers. When we have accepted the Booking Request, we notify the Customers through the App that their Booking has been accepted. b) We then identify a suitable driver to provide Transportation Services to fulfil the Booking. c) We keep a record of the Booking; d) We receive and deal with any queries or complaints which the Customers may have regarding the Booking; e) We manage lost property queries.

2.3. Subject to your compliance with these Terms, we grant to you a limited, non- sub-licensable, non- exclusive, non-transferable, revocable, licence to: (i) access and use the App on a portable electronic device solely in connection with your use of the Booking Services and supply of the Transportation Services; and (ii) access and use any content, information and related materials that may be made available through the Services.

2.4. You establish a contract with us for the provision of Booking Services when you select the “Accept” button while registering for our Booking Services via the App. At the point you select the “Accept” button you agree to be bound by these Terms.

2.5. In order to access the Booking Services, you need to set-up and maintain an Account and provide details of your bank account in order to access and use the App, use the Booking Services, and receive payments due to you for Bookings.

2.6. In order for us to provide you with requests for Transportation Services following our acceptance of Booking Requests, you will be required to: a) enable use of location data sent from your device(s), so that we can check whether you are in the vicinity of the Customers who has submitted a Booking Request; b) update your status on the App, so that we can check that you are available; and c) provide such other information that we may require from time to time

2.7. If we cannot collect the Booking Information, or if the Booking Information we collect is incomplete or incorrect, we will not be responsible to you for providing the Booking Services (or any part of them) late or for not providing the Booking Services (or any part of them) at all.

2.8. If you are in the vicinity of the Customers and are available, we may, in our absolute discretion, provide you with requests for Transportation Services through the App. We are not obliged to provide you with any requests for Transportation Services.

2.9. If you wish to accept a request for Transportation Services, you may do so within the App. Please be advised, you must respond to the request within a certain length of time (approximately 15 seconds or such other time limit as we may stipulate from time to time) following the time that request for Transportation Services is shown on the App. At the point you select the “Accept” button, you will enter into a contract between you and the Customers for the provision of Transportation Services to that Customers.

2.10. Following your acceptance of the request for Transportation Services, we will send to you, through the App, certain information relating to the Customers name and pick-up location.

2.11. We are not a party to your contract with the Customers in respect of the Transportation Services and we are not responsible for providing any Transportation Services ordered through the App.

3. Your Obligations

3.1. You shall from the date you agree to these Terms and for the duration of your use of any aspect of the TAXIAPP Platform: a) be 21 years of age or older; b) hold valid proof of your identity; c) hold a valid national insurance number; and d) hold a valid UK driving licence with the appropriate level of certification required to drive the vehicle used to provide the Transportation Services; e) in the case of Taxi Drivers, hold: i. a valid taxi driver licence; and ii. a valid taxi vehicle licence, as issued by the relevant licensing authority for you and for the vehicle you use to provide the Transportation Services, as applicable; f) hold a V5C registration certificate (log book) for the vehicle used to provide the Transportation Services, as applicable; g) hold a valid MOT for the vehicle used to provide the Transportation Services; h) hold a valid and appropriate insurance policy for the vehicle used to provide the Transportation Services; i) hold any and all other consents, licences, permits, approvals, authorities and insurance documents that we may reasonably require you to hold from time to time as a licensed third party transportation provider,

3.2. To ensure your compliance and to allow us to comply with our regulatory requirements, you must provide us with copies of the documents, consents, licences, permits, approvals, authorities and insurance documents referred to in this section 3 prior to provision of any Transportation Services. You must also submit to us copies of all updated or renewed versions of such documents. We shall be entitled on request to review such documents, consents, licences, permits, approvals, authorities and insurance documents from time to time, and your failure to provide or maintain any of these documents shall constitute a serious breach of these Terms.

3.3. You shall from the date you agree to these Terms and for the duration of the contract for Booking Services: a) perform the Transportation Services with care, skill and diligence in accordance with good industry practice; b) provide all equipment (including any devices), tools, vehicles and such other items, at your own expense, as are required to provide the Transportation Services; c) ensure that the vehicle used to provide the Transportation Services is not older 15 years old; d) maintain the vehicle used to provide the Transportation Services in a clean and sanitary conditions; e) ensure the vehicle used to provide the Transportation Services complies with all laws, regulations and standards applicable in England and Wales from time to time relating to vehicle emissions; f) maintain the vehicle used to provide the Transportation Services in a safe, roadworthy and good operating condition; g) hold and at all times maintain all consents, licences, permits, approvals and authorities which may be required for the provision of the Transportation Services; h) comply with all applicable laws, regulations, governmental and/or regulatory policies, guidelines or industry codes which may apply from time to time to the provision of the Transportation Services; i) observe all health and safety rules and regulations that apply to the provision of the Transportation Services; j) not do or omit to do anything which may cause us to lose any consent, licence, permit, approval or authority on which we rely for the purposes of conducting our business; and k) comply with any additional obligations we set out from time to time.

3.4. You shall immediately notify the user via text and us via email if you have accepted a request for Transportation Services and/or are in the course of providing Transportation Services and are involved in an incident or emergency, for example if you suffer a flat tyre, an accident, or a breakdown (see section 7). support@taxiappuk1.freshdesk.com<mailto:support@taxiapp1.freshdesk.com>

3.5. You shall not contact any Customers or use any information relating to any Customers provided through the App or as part of the Booking Services for any reason other than for the purposes of providing the Transportation Services anticipated in the Booking. You agree to adhere to all data protection laws.

3.6 To the extent you are currently a member of TAXIAPP UK Limited, a society registered under the Co-operative and Community Benefits Societies Act 2014 with registered number 4578 (the “COOP”), you irrevocably and unconditionally resign as a member of the Coop with effect from the date you first registered with us and you irrevocably and unconditionally authorise us to take all actions and measures necessary or desirable to reflect such resignation on your behalf.

4. General Driver Obligations and Restrictions

4.1. You shall at all times and at your own expense, be responsible for arranging your own internet or mobile data service in order to access the TAXIAPP Platform. You are responsible for using a portable electronic device with the minimum technical requirements in order to use the App. You acknowledge and accept the risks associated with use of the internet, including the fact that the internet is a publicly accessible network. We cannot be held liable for the quality of the Internet service, and/or any damage resulting from its misuse including but not limited to any forms of illegitimate accessing, malicious actions or cyber-attacks.

4.2. You must not do any of the following: a) use the TAXIAPP Platform and/or supply the Transportation Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the App or any operating system; b) infringe our intellectual property rights or those of any third party in relation to your use of the TAXIAPP Platform; c) transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the TAXIAPP Platform; d) use the TAXIAPP Platform in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and e) collect or harvest any information or data from the TAXIAPP Platform or any of our systems or attempt to decipher any transmissions to or from the servers running the Booking Services.

4.3. You are responsible for keeping your username and password confidential and secure. You must not provide the password to third parties, or allow any third parties to access the App or any other services. You may not assign or otherwise transfer your Account to any other person or entity. You must inform us immediately via the appropriate e-mail address (see 1.7) if a third party uses your Account without authorization. In particular, you are obliged to inform us of any loss, theft or misuse of your password or smartphone or other device on which you use the App, or any other unauthorized use of your Account, password or other personal identification features. If you know or suspect that any of the above has happened, you must immediately notify us.

4.4. If you download or stream the App onto any device not owned by you, you must have the owner’s permission to do so. You will be responsible for complying with these Terms, whether or not you own the device.

4.5. You agree that you will: a) not rent, lease, sub-license, loan, provide, or otherwise make available, the App or the Booking Services to any person; b) not disclose the password you use to access your Account to any third party, or allow any third party to access your Account. You may not assign or otherwise transfer your Account to any other person or entity. You must inform us immediately via the appropriate e-mail address (see 1.7) if a third party uses your Account without authorisation. In particular, you are obliged to inform us of any loss, theft or misuse of your password or smartphone or other device on which you use the App, or any other unauthorized use of your Account, password or other personal identification features. If you know or suspect that any of the above has happened, you must immediately notify us. c) not copy the App or the Booking Services, except as part of the normal use of the App or where it is necessary for the purpose of back-up or operational security; and d) not translate, merge, adapt, vary, alter or modify, the whole or any part of the App, or Booking Services nor permit the App or the Booking Services or any e) part of them to be combined with, or become incorporated in, any other programs, except as necessary for your use of the App and the Booking Services on devices as permitted in these Terms.

4.6. We recommend that you back up any content and data used in connection with the TAXIAPP Platform.

4.7. The TAXIAPP Platform has not been developed to meet your individual requirements.

4.8. The App may provide access to information and materials created or uploaded by Customers of the TAXIAPP Platform, including Driver ratings. This information and these materials have not been verified or approved by us. The views expressed by other users through the App do not represent our views or values. If you wish to complain about information and materials uploaded by other users please contact us at the appropriate e-mail address (see section 1.7).

4.9. In the event that you consistently receive negative reviews from Customers and/or fail to maintain the minimum average rating referred to in this section 4, we will notify you and may provide you in our absolute discretion, with advice and training, followed by a limited period of time in which to improve your reviews and/or raise your average rating. If you do not improve your reviews and/or raise your average rating within the time period allowed, we reserve the right to end or suspend (at our absolute discretion) your licence to use the App and the contract for Booking Services.

4.10. You undertake to notify us promptly, and to provide us with all relevant details, if any third-party asserts any claims against us due to your violation of any rights, to the extent that this information is required for any legitimate reason such as verification and/or legal defence purposes.

4.11. Whenever you make use of a feature that allows you to upload content to the App, including Customers ratings, or to make contact with Customers, you must comply with the content standards set out in section 4.2 above. If we suffer loss because you breach the rules about content standards, you will reimburse us for that loss. Any content you upload to the App will be considered non-confidential and non- proprietary. We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to the App constitutes a violation of their intellectual property rights, or of their right to privacy. We have the right to remove any posting you make on our App.

4.12. You agree to comply with all applicable laws when using the TAXIAPP Platform. Any use of the TAXIAPP Platform and Transportation Services shall only be for legitimate purposes. You are not permitted to transport or cause the transportation of any illegal or dangerous goods. When providing the Transportation Services, you will not cause disturbance, discomfort, inconvenience or material damage, nor participate in any other illegal conduct, either in relation to the Customers or any third-party. In some circumstances, you may be asked to provide evidence of identification. You accept that you may be denied access to or use of the TAXIAPP Platform and Booking Services if you refuse to present such documentation (see section 5.1).

5. Exclusion from Use

5.1. We reserve the right to exclude you from the use of the TAXIAPP Platform, temporarily or permanently, in whole or in part, without cause and in our absolute discretion. We would normally do so in the case of your material breach (i.e. substantial failures or violations) of your legal or contractual obligations, or where any of your actions have caused us to doubt your reliability as a provider of the Transportation Services.

5.2. A material breach includes, but is not limited to, severe violations of these Terms and/or such other terms and policies made available by us from time to time, or the cancellation of an Acceptance without a reasonable cause and without giving satisfactory proof of the reasonable cause when requested by us to do so.

5.3. We shall inform you in writing, together with our reasons, of any measure suspending, restricting and/ or excluding your use of any of the TAXIAPP Platform.

5.4. Procedure Rules (for the most serious offences). a) As a Taxiapp driver you agree and adhere to the rules listed in 5.4. As a consequence them not being upheld, by an individual or group of people, may result in immediate suspension from Taxiapp whilst the case is under investigation and may be reported to TfL and may lead to prosecution. b) Behaviour, those listed but not limited to, will not be tolerated towards Customers, drivers and members of staff of Taxiapp to include: c) Rudeness abuse or violence, threatening or actual. d) Conducting him or herself in a manner that could bring Taxiapp into disrepute. e) Conduct liable to prejudice Taxiapp. f) Any discrimination toward, but not limited to, a person race, religion, gender, age, nationality, disability, marital status or sexual orientation.

5.5. The rules could result in disciplinary affect: a) Arriving at the pick-up with more than the authorised amount showing on the meter. b) Taking a job allocated to another driver or pulling off a job without notifying the customer. c) Making a journey which is the property of Taxiapp his/her own. d) Data inaccuracies and anomalies. e) Failing to complete a journey, as per trip details. f) Using a badge number other their own or allowing another to use their Taxiapp login. g) Driver must not use his/her mobile phone for personal calls whilst undertaking any trip through Taxiapp. h) Accepting and then failing to complete or trying to have recovered a journey. i) Failing to keep his/her taxi in good mechanical, clean presentable condition. j) Not producing his/her Motor Cab Licence as proof that the vehicle is TfL compliant. k) Failing to notify the customer if anticipating late for a pick-up. i) Accepting a credit card trip booked through TAXIAPP and clearing it through a third party causing financial loss to TAXIAPP. m) It is expected that drivers read and understand details of journeys before accepting a job. When accepting a cash job, a cash job, an in-cab payment must be paid by the Customer.

6. Your Relationship With Us

6.1. You agree and acknowledge that the relationship between you and us is that of client and service provider in that in consideration of providing you (as client) with requests for Transportation Services, we (as service provider) receive the Commission. Nothing in these Terms shall render you our employee, worker, agent or partner, and you shall not hold yourself out as such.

6.2. These Terms constitute a contract for the provision of services and not a contract of employment and accordingly you shall be fully responsible for and shall indemnify us for and in respect of: a) any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Booking Services, where the recovery is not prohibited by law. You shall further indemnify us against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by us in connection with or in consequence of any such liability, deduction, contribution, assessment or claim; and/or b) any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by you against us arising out of or in connection with the provision of the Booking Services.

6.3. You agree and acknowledge that: a) you have sole responsibility for fulfilling any and all Bookings following Acceptance; b) you are solely responsible for determining the most effective, efficient and safe manner to perform the Transportation Services related to any Booking; c) you retain the sole right to determine when and for how long you use the App and/or the Booking Services (subject to any termination by us of our relationship with you pursuant to section 13); d) we do not exclusively provide the Booking Services to you and you do not have exclusive access to the Booking Services; e) we as the provider of the Booking Services have ongoing relationships with other drivers who may provide the Transportation Services at any given time. We have no particular loyalty or preference to one driver over any other driver (see 2.6); f) you do not exclusively provide the Transportation Services. You are not obliged to provide any services exclusively to us; and g) we do not limit or restrict your ability to provide any services (competing or otherwise), to any other entities and/or persons, whether or not you are actively using the Booking Services and/or the App.

7. Cancellations

7.1. Following Acceptance, you may cancel a Booking only in certain circumstances. You agree to supply the Transportation Services in good faith, which shall mean to prevent where possible, any unnecessary Ride cancellations / cancellations of Rides prior to reaching the Customers destination.

7.2. We may, at our absolute discretion, cancel a Booking following acceptance of a request for Transportation Services by you a) you request that a Booking is cancelled because of an incident or emergency, for example a flat tyre, an accident, or a breakdown, or any event where your safety may be at risk for any reason; or b) That you have waited at the pick-up location for 2 minutes or longer following the arrival time indicated through the App,

7.3. After 2 minutes you may activate a No Show request, once you have tried to contact the customer through SMS text or a phone call. You may pull of the job if no contact has been made, unless the customer has contacted you to wait.

7.4. You agree and acknowledge that Customers may cancel a Booking Request at any time following Acceptance.

7.5. In the event that the Customer cancels a Booking within 2 minutes of your Acceptance of the related Booking Request, you shall not receive payment for your Transportation Services in relation to that Booking.

8. Price And Payment

8.1. Following your Acceptance of a request for Transportation Services, this may result in charges becoming due to you from Customers in respect of actual Transportation Services that you may subsequently supply. In return for your access to (and licence for the use of) the Booking Services and TAXIAPP Platform, we charge a commission, which is dependent on the Transportation Services that you actually provide.

8.2. Taxi Transportation Services: a) Customers becomes liable to payment to you for any Taxi Transportation Services obtained following completion of any Rides. b) The Taxi Fare eventually charged to the Customers shall be determined in accordance with the sum/amount displayed on the Taxi meter once the Ride is completed, assuming operation of the Taxi and the meter is performed in the prescribed manner in accordance with applicable licensing rules

8.3. In consideration of us granting you a licence to use the App and provide you with the Booking Services, you agree to pay us a commission for each Booking being: a) if you are registered for value added tax (“VAT”), 10% plus VAT of the Fare payable by the Customers for provision of the Transportation Services anticipated by that Booking plus an amount in respect of VAT, which shall be payable at the then prevailing rate; or b) if you are not registered for VAT, 10% plus VAT of the Fare payable by the Customers for provision of the Transportation Services anticipated by that Booking plus an amount equal to the VAT (calculated at the then prevailing rate) that would have been chargeable on the Commission in the event that you had been registered for VAT. The Commission payable shall be notified to you through the App.

8.4. You agree and acknowledge that the Commission is payable to us regardless of whether: a) the User pays for the Transportation Services; or b) the Transportation Services anticipated by the Booking are completed.

8.5. TAXIAPP can not increase the level of Commission without a vote of the drivers. If we decide to lower the level of Commission we shall notify you by email.If you continue to use the App and the Booking Services following lowering in the level of the Commission, you shall be deemed to have consented to such change. The Commission may take into account certain fees payable by the Customers.

8.6. Once we have received all payments relating to a Booking from the Customers, we will facilitate the payment of the fees due relating to that Booking to you on behalf of the Customers into the bank account details you provided when you opened your Account (or such other bank account as you notify to us from time to time). We reserve the right to deduct any Commission payments owed by you to us from any payments that we should make to you, even when the Customers has not paid for the Transportation Services for any given Ride.

8.7. Drivers can veiw and download job Statement details on the App. The Driver Statement will set out details of the Bookings you have completed. We will facilitate payment of these sums less commissions to you by electronic bank transfer within 7 working days.If we fail to make a payment due to you under this contract within 7 working days of payment becoming due, we shall pay interest on the overdue sum from such date until payment of the overdue sum. Interest under this section

8.9 will accrue each day at 4% a year above the Bank of England’s base rate from time to time.

8.8. Any tips or gratuities collected by you from the Customers during the provision of the Transportation Services shall belong to you, less than Commission payable by you on tips and gratuities.

9. Our Liability to You, Responsibility and Disclaimers

9.1. If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our preventing your use of the TAXIAPP Platform or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen.

9.2. The TAXIAPP Platform is provided on an “as is” basis and without any warranty or condition, express, implied or statutory. This means that we do not guarantee it will work. We do not promise any specific results from the use of the TAXIAPP Platform. We do not promise that the use of the TAXIAPP Platform will always be secure, available, uninterrupted, or error-free, or that any problems, defects, breaks or network security vulnerabilities in the TAXIAPP Platform will be corrected. We will not incur any liability if the TAXIAPP Platform causes an interruption to the Services entirely or partially, temporarily or permanently. We will not be liable for the correctness, accuracy, and completeness of any information provided by you in setting up your Account and/or through any use of the TAXIAPP Platform.

9.3. We are not jointly and/or severally liable with you for the Transportation Services provided by you. This is because we are only an intermediary when introducing you to prospective Customers through our Booking Services. When supplying the Transportation Services, you are expected to behave civilly and in accordance with sections 5 & 6 and you are responsible for any fines, cautions, prosecutions and/or other sanctions imposed on you arising from your conduct when using the Booking Services and/or when supplying the Transportation Services.

9.4. We do not guarantee that any Customers who they claim to be. We recommend that you exercise due diligence at all times. You may, for example, request identification from the Customers should you have reasonable cause to doubt they are the same individual whose name you are provided through the Booking Services / the App.

9.5. We are not responsible for the behaviour, whether online or offline, of any Customers of the TAXIAPP Platform, and/or any Transportation Services they and/or anyone else should obtain from you. You are solely responsible for your own interactions with Customers and/or anyone else. You shall be responsible for the cost of repair for damage to, or necessary cleaning of, a User’s property resulting from your willful, negligent and/or reckless actions causing damage to and/or the requirement to clean a User’s possessions.

9.6. We are not responsible for, nor shall we procure insurance in respect of, any of your personal belongings with you while you supply the Transportation Services. We shall have no liability to you in any way, under contract, tort, misrepresentation, breach of statutory duty, restitution or otherwise for any theft or loss of property belonging to you or anyone else.

9.7. If defective digital content which we have supplied damages your device or digital content belonging to you and this is caused by our failure to use reasonable care and skill we will either repair the damage or pay you compensation. However, we will not be liable for damage which you could have avoided by following our advice to apply an update offered to you free of charge or for damage which was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.

9.8. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes our liability for: a) death and/or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; b) fraud or fraudulent misrepresentation; and c) for breach of your legal rights in relation to the TAXIAPP Platform.

9.9. Subject to section 9.8, our total liability to you shall be limited to 125% of all sums paid and payable by you to us for the Rides in relation to which the breach(es) resulting in your claim(s) arise(s).

9.10. Subject to section 9.8, and in addition to the limitations of our liability provided elsewhere in these Terms, we shall have no liability to you in any way (under contract, tort, misrepresentation, breach of statutory duty, restitution or otherwise) for any of the following: a) any Booking Request that has not been accepted and/or any Booking that does not complete for any reason; b) any loss, damage, costs, expenses or liability suffered by anyone other than you in connection with your use of the TAXIAPP Platform; c) any losses that could not reasonably be expected to result from our negligence or breach of these Terms; d) any loss of profit, loss of revenue, loss of business, loss of employment, business interruption, or loss of business opportunity to your business or the business of your employer or any other person (whether or not such loss could be reasonably expected to arise as a result of our negligence or breach of these Terms); or e) any other loss, damage, costs, expenses or liability that you suffer in connection with the Booking Services, save to the extent that we fail to perform our obligations to you with reasonable care and skill.

9.11. We are not responsible for loss or damage you suffer that arises out of or in connection with the Transportation Services. For example, if Customers fails to arrive despite you accepting a request for Transportation Services, or if Customers has provided incorrect and/or incomplete information regarding the pick-up location and/or delivery location, or if you arrive late to the Customers destination. Your contract for the Transportation Services is with the Customers whose request for Transportation Services you accepted, not with us.

9.12. We are not responsible for other websites you visit. The TAXIAPP Platform may contain links to independent websites which are not provided by us. Such independent websites are not under our control, and we are not responsible for and have not checked and approved their content or their privacy policies (if any). You will need to make your own independent judgement about whether to use any such independent websites, including whether to buy any products or services offered by them.

9.13. You shall indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with: a) any failure to meet the Driver Requirements; b) any breach or negligent performance or non-performance of these Terms; c) the enforcement of these Terms; and/or d) a claim by any third party (including Customers, regulators and governmental authorities) directly or indirectly related to your provision of Transportation Services or use of any aspect of the TAXIAPP Platform.

9.14. We may at our option satisfy the indemnities contained in section 6.2 and section

9.13 (in whole or in part) by way of deduction from any payments due to you.

10. If There Is A Problem

10.1. If you have any questions or complaints about the App or the Booking Services, please contact us. You can email support@taxiappuk1.freshdesk.com<mailto:support@taxiapp1.freshdesk.com> via Help & Support within the App (see section 1.7).

10.2. If you think we have calculated your Commission incorrectly, you must notify us by email (see section 1.7) within 24 hours and we will investigate the matter further. You shall provide us with your reasonable assistance and provide us with any and all information that we may reasonably request in order that we can investigate the matter. Any decision that we reach in relation to this investigation shall be final. If you fail to notify us within 24 hours of our sending the Driver Statement to you and/or if you fail to respond to or unduly delay in your response to our request for assistance and/or information, you shall be deemed to have accepted the Driver Statement and the Commission due to you (as set out in that Driver Statement).

11. Intellectual Property

11.1. You are prohibited from copying any element of the TAXIAPP Platform, be it entirely or partially, and from renting it, leasing it or selling it, or processing it or otherwise modifying it, or from sub-licensing it. You are prohibited from decompiling, disassembling or reverse engineering (“Reverse Engineering”) any element of the TAXIAPP Platform.

11.2. All intellectual property rights in the TAXIAPP Platform throughout the world belong to (or are licensed to) us and the rights in the TAXIAPP Platform are licensed (not sold) to you. You have no intellectual property rights in, or to, the TAXIAPP Platform other than the right to use the App and the Booking Services in accordance with these Terms.

12. Confidentiality

12.1. You agree not to use any technical, financial, strategic or other proprietary and confidential information relating to our business and operation including but not limited to the TAXIAPP Platform, including information protected as business secrets.

12.2. You may not use, store, disclose or permit disclosure of any information about another Customers or driver made available to you in connection with your use of the TAXIAPP Platform, including the name, pick-up location, contact information and photos disclosed to you by us, whether for your own use or for any purpose other than as contemplated under these Terms.

13. Term and Termination

13.1. You may end your licence to use the App and the contract for Booking Services at any time by permanently deleting the App installed on any of your devices and/or deactivating your Account.

13.2. In addition to excluding you from using the TAXIAPP Platform in accordance with section 5, we may end or suspend your licence to use the App and the contract for Booking Services at any time by writing to you. a) you breach these Terms in a way that we deem material; b) you fail to meet or cease to hold any or all of the Driver Requirements; c) you withhold any Commission (or other payment) due to us and you still do not make payment within 14 days of us reminding you that payment is due; d) you do not provide us with information that is necessary for us to open your Account or provide the Booking Services; or e) you have not logged-in to your Account for 6 months or longer period.

13.3. Without affecting any other right or remedy available to us, we may terminate our agreement with you and your licence to use the App without cause on giving you not less than 30 days’ notice.

13.4. If we end your licence to use the App and the contract for Booking Services, for any reason (which shall include termination of our contract with you): a) you must stop all activities authorised by these Terms, including your use of the App and the Booking Services; b) you must pay any and all outstanding sums owed to us; and c) we may remotely access your devices and remove the App from them and cease providing you with access to the Booking Services.

13.5. We may write to you to let you know that we are going to stop providing the App and/or the Booking Services. We will let you know at least 28 days in advance of our stopping provision of the App and/or the Booking Services.

14. Miscellaneous Provisions

14.1. You may not transfer the App to someone else. We are giving you personally the right to use the App and the Booking Services. You may not transfer the App or the Booking Services to someone else, whether for money, for anything else or for free. If you sell any device on which the App is installed, you must remove the App from it.

14.2. We may transfer this agreement to someone else. We may transfer our rights and obligations under these Terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under your licence to use the App or the contract for Booking Services.

14.3. Changes to these Terms. We may need to change these Terms to reflect changes in law or best practice or to deal with additional features which we introduce. We will aim to give you at least 30 days’ notice of any changes by sending you a message by e-mail or by notifying you of a change when you next start the App. If you do not accept the notified changes certain features may not be available to you such as for example, your ability to accept bookings. ​​​​​​​

14.4. Nobody else has any rights under this contract. The licence for the App and the contract for Booking Services are between you and us. No other person shall have any rights to enforce any of their terms. ​​​​​​​

14.5. If a court finds part of this contract illegal, the rest will continue in force. Each of the sections of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining sections will remain in full force and effect.

​​​​​​​14.6. Evenifwedelayinenforcingthiscontract,wecanstill enforce it later. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking your licence to use the App and the contract for Booking Services, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. ​​​​​​​

14.7. Survival of certain terms after this contract has ended. Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination of the licence for the App and/or the contract for Booking Services shall remain in full force and effect. ​​​​​​​

14.8. We are not responsible for events outside our control. If our provision of the App and/or the Booking Services is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event but if there is a risk of substantial delay you may contact us to end your licence to use the App and the contract for Booking Services with us. ​​​​​​​

14.9. Which laws apply to this contract and where you may bring legal proceedings. These Terms are governed by English law and you can bring legal proceedings in respect of the App and the Booking Services in the English courts.

15. Yellow badge divers Yellow badge drivers should comply with TfL licensing rules and regulations