YOUR ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSES 14, 8.3 AND 12.4 WHICH LIMIT OUR LIABILITY TO YOU
OUR TERMS
1. THESE TERMS AND OUR CONTRACT WITH YOU
1.1 What these terms cover. These are the terms and conditions on which we supply services or digital content to you. These terms incorporate our Privacy Policy, Cookie Policy (which set out how and why we collect, store and use your personal data and information on your devices), our Acceptable Use Policy (which sets out the manner in which you are permitted to use our [App]), and our Standard Charges (which set out the basis upon which we calculate the fares you see on our [App]).
1.2 Why you should read them. You should read all of these documents carefully before you decide whether or not to register an account with us or use our service. These terms tell you who we are, how we will provide services to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you have any questions relating to these terms please contact [support@wystle.co.uk].
1.3 Our contract with you. By clicking on [‘Accept, Continue or Register’] you will be confirming that you have read, understood and agree to these terms and you will at that point enter into a binding legal contract with us. Read these terms carefully as, once accepted, they will be legally binding.
1.4 We may update these terms. We may review and update the terms from time to time, and will notify you using [push notifications] when you next log into the [App]. You will be given the option to accept the terms, or to close your registered account with us.
1.5 Definitions of important terms in this agreement
“Category of Car”: the category of car or service you would like to order for your ride based upon, as amended by us (in our absolute discretion) from time to time; details of the different categories currently available can be found
here
“Customer”: an individual registered on and authorised to use the [App] for the purposes of requesting transportation services and entering into Transportation Contracts.
“Device”: telephone or other similar device through which the [App] is accessed;
“Driver Account”: as set out in clause 11.2;
“Driver” or “Drivers”: a driver who accesses the [App] having registered a Driver Account and accepted these terms;
“Estimated Fare”: as defined in clause 6.2;
“Intellectual Property Rights”: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
“Licence”: non-exclusive, non-transferrable, non-sub licensable, non-assignable, and revocable licence;
“Personal Data”: has the meaning set out in section 1(1) of the Data Protection Act 1998;
“Ride ID”: the unique identification number generated by us at the point that a Driver accepts your Ride Request;
“Specified Category Driver”: Drivers who fall within the Category of Car specified in a Ride Request;
“Standard Charges”: a standard pricing structure agreed with the Drivers and which can be found here
https://wystle.co.uk/driver, as amended by us (in our absolute discretion) from time to time; Surge may apply on the charges as seen fit by Wystle.
“Wystle Service Fee”: as defined in clause 7.6;
“Transportation Contract”: a legally binding contract between you and the Driver for transportation services.
2. INFORMATION ABOUT US AND HOW TO CONTACT US
2.1 Who we are. Wystle is a trading name of Minicabbid SVH Limited a company registered in England and Wales. Our company registration number is 09724565 and our registered office is at 3 Coombe Road, London, England, NW10 0EB. [Our registered VAT number is [350493603].]
2.2 How to contact us. You can contact us by telephoning our customer service team at [02033273827] or by writing to us at [support@wystle.co.uk].
2.3 How we may contact you. If we have to contact you we will do so by SMS, telephone or email using the contact details you provided to when you [registered for the service].
3. ABOUT OUR SERVICE
3.1 Our Service. We help to put you in touch with Customers in your vicinity and you are then able to accept or decline an order for transportation services from them (their “Ride Request”). Where a Customer orders transportation services from you, Wystle acts as your agent to the extent necessary to allow the Customer to place their Ride Request through our [App] and to manage the Customer’s experience throughout the order process (our “Service”). Once the Customer has placed a Ride Request, and that request has been accepted by you, the Customer will have formed a Transportation Contract with you, and not with us.
3.2 Ride Requests. If a Customer would like to order a ride, they use our [App] to register a Ride Request, which includes [a pick-up point, a pick-up time, and a drop-off point]. The Customer will be able to choose a particular Category of Car, and will be given an Estimated Fare for each Category of Car based upon the Standard Charges (for example, £7 to £10 for “Wystle” and £10 to £12 for “Wystle Plus”) – the Customer then confirms their chosen Category of Car and associated Estimated Fare. At that point, we will send details of the Ride Request to all Specified Category Drivers who are within a [300 metre] radius of the Customer’s specified pick up point. In the event that no drivers are available in that vicinity, the search radius is widened after [1 minute]. If no Specified Category Drivers accept the Ride Request within [10 minutes] the Customer is notified that there are currently no drivers available to satisfy the Ride Request.
3.3 Accepting or declining a Ride Request. If you are not able to accept the Ride Request, [select “Decline” OR “no action is required”]. If you are able to accept the Customer’s Ride Request, you must select [“Accept Ride Request”] to inform us. We will then issue a Ride ID to both you and to the Customer via [a push notification, SMS or email].
3.4 Once a Ride Request has been accepted by you, a Transportation Contract is formed between you and the Customer. At the point that we receive notice of your acceptance through the [App]:
3.4.1 a Transportation Contract is formed between you and the Customer;
3.4.2 you will be notified of the Ride ID, and any additional Customer details that we are authorised by the Customer to provide;
3.4.3 the Customer will be notified that they have entered into a Transportation Contract with you, and will be provided with the Ride ID and details of the vehicle colour and type, its registration number, and your photograph and contact details;
3.5 Circumstances in which a Ride Request will be withdrawn. Each Ride Request will remain valid and available for acceptance by Specified Category Drivers in the vicinity until the earlier to occur of:
3.5.1 you rejecting the Ride Request [by selecting “Decline”];
3.5.2 you, or any other Specified Category Driver who received the Ride Request accept it by selecting [“Accept Ride Request”]; and
3.5.3 the expiry of [10] minutes from the point the Ride Request was first submitted by the Customer (in accordance with clause 3.2);
at which point the Ride Request shall be deemed withdrawn and no longer capable of acceptance;
3.6 We do not control or otherwise influence the transportation services you offer. Whilst we will provide Customers with an Estimated Fare for the Ride Request, and act in limited circumstances as your payment collection agent, we will not:
3.6.1 stipulate that you take any particular course or route in order to deliver the transportation services;
3.6.2 stipulate which hours or days you are, or should be, available to provide transportation services;
3.6.3 stipulate that you wear any particular uniform or endorses our brand to a Customer;
3.6.4 insist that you accept any particular Ride Request; or
3.6.5 provide any pay, bonuses [or other incentives] to you in return for you providing transportation services to Customers.
3.6.6 Provide any Payment for trips that have been booked using Fraudulent Cards.
3.7 You are free to use other platforms, apps and third party services for the purpose of generating revenue for your business. You will neither benefit from, or be penalised for, accepting or rejecting any number of Ride Requests. You are free to provide services to third parties who have contracted with you independently of our Service and we will not seek to interfere or charge any fees in relation to any such services.
3.8 You are responsible for obtaining the necessary consents, licences and insurance required to run your business. We are not responsible for ensuring that you have the appropriate consents, licences and insurance in place to provide transportation services in accordance with all local laws.
3.9 We only sell our Service to the UK. Our [[website and App are] OR [App is]] solely for the promotion of our service in the UK. Unfortunately, we do not offer our Services outside of the [[UK] OR [LONDON]].
4. PROVISION OF INFORMATION
4.1 Required Information. All Drivers will be required to provide identification information, including but not limited to:
4.1.1 Electronic payments are facilitated using a third party processor and you hereby agree that we may transfer all information provided by you in relation to your Driver Transactional Account to such third parties as we use from time to time to facilitate the electronic payments;
4.1.2 a photograph;
4.1.3 full name;
4.1.4 driving licence number;
4.1.5 vehicle insurance information;
4.1.6 vehicle make, model, colour and registration;
4.1.7 National Insurance Number;
4.1.8 valid and current MOT certificate for the vehicle;
4.1.9 a copy of the local authorities licence to the Driver to operate as a taxi driver.
4.2 Restrictions upon the use and management of Customer Personal Data. You hereby agree and shall procure that you shall not:
4.2.1 store any Customer Personal Data without the Customer’s prior written consent; or
4.2.2 use any Customer Personal Data other than for the purposes of providing the transportation services; or
4.2.3 store any Customer Personal Data outside of the UK.
5. DRIVER OBLIGATIONS
5.1 Warranties and representation. You hereby warrant and represent that you have and will at all times while using the Services have in place:
5.1.1 the appropriate equipment in order to be able to access the [App] and Services and to provide the transportation services (including but not limited to, a Device and a safe, clean vehicle);
5.1.2 vehicle insurance suitable for the purposes of providing the Transportation Contract and we reserve the right, at any time and at our sole discretion, to revise and/or remove any charges shown on the [App] relating to our Service and to comply with any applicable laws;
5.1.3 the relevant licences and permits in order to provide the transportation services in accordance with all applicable Local Laws;
5.1.4 the relevant training in order to provide the transportation services with skill, care and attention;
5.1.5 Employers liability insurance, public liability insurance, and commercial and general insurance with a level of cover equal to or greater than the amount of cover required by any and all local laws.
5.2 You must be authorised to provide transportation services. You warrant and represent that you are authorised by all relevant governing bodies and local authorities and have all necessary permits, licences and consents in order to supply transportation services to Customers in accordance with these terms, and that:
5.2.1 you will comply at all times with the Vehicle Operators T&Cs; and
5.2.2 you will not allow any other person to provide transportation services to a Customer as a result of a Ride Request.
5.3 We may ask you to provide evidence. We may from time to time request that you provide evidence in order to show that you have and are continuing to satisfy the terms of clauses 5.1 and 5.2; if you are unable to provide sufficient evidence for the purposes of satisfying us that you have complied with clauses 5.1 and 5.2 then we reserve the right to suspend or terminate your Driver Account.
5.4 You must tell us if anything changes. You must ensure that you immediately inform us if any of the warranties and representations in clauses 5.1 and 5.2 become untrue. You will also notify us and provide evidence of any renewals of licences and insurance policies referred to in this clause 5.
5.3 YOUR TRANSPORTATION CONTRACT WITH THE CUSTOMER
5.4 When your contract with the Customer is formed. If you are able to accept a Ride Request, then at the point you select [“Accept Ride Request”] you will enter into a Transportation Contract with the Customer.
5.5 Once a Customer has accepted your Ride Request:
4.2.1 We will immediately release the following details to the Customer (as held on your Driver Account):
(a) details of the make, model and colour of your vehicle;
(b) your full name;
(c ) a photograph of you;
(d) a Ride ID.
4.2.2 We will [immediately] notify you that a Transportation Contract has been formed between you and the Customer and will provide you with:
(a) The Customer’s name;
(b) A photograph of the Customer;
(c ) a Ride ID.
(d) Pick up Location
(e) Drop Off Location
5.6 We are not a party to the Transportation Contract. Through our [App], we help you to enter into a Transportation Contract with the Customer, but we are not a party to that Transportation Contract. The Transportation Contract is between you and the Customer. We make no representation, warranty or guarantee regarding the reliability, timeliness, suitability, availability, or financial position of the Customer or of any aspect of your Transportation Contract with the Customer. For the avoidance of any doubt, you are not an employee or in any way affiliated with us – we simply help to put you in touch with a Customer who is would like to order transportation services.
6. PRICES
6.1 We do not charge you for accessing our [App], but we do charge a Wystle Service Fee for each Ride Request that you fulfil. We are able to provide you and our Customers with free access to our [App], but we do charge a 13% Commission when you successfully make a Transportation Contract as a result of using our Services. This Commission can be changed by Wystle at any time. For Wystle Hire Ride Requests, once accepted, you have to Complete the requested Hours of Service. No payment will be issued if the Agreed Hours are not Completed by the Driver.
6.2 You agree to accept Standard Charges. So that we can be clear and consistent with our Customers, you hereby agree to the Standard Charges, which you can access
https://wystle.co.uk/driver. Any other charges like Tolls and other Authority charges will be Borne by the Driver. The price for the ride will be made up of a minimum charge (a “Base Fare”), a cost per mile travelled (“Per Mile”), the amount of time taken to travel the specified distance, based upon traffic congestion at the chosen time of day (“Per Minute”), and, if applicable, a contribution to the cost of driving in the Congestion Charge Zone (“Central London Fee”) (all of these components together make up the “the Estimated Fare”). The Estimated Fare will vary depending upon the Category of Car you drive. When creating a Ride Request, the Customer [will OR may] be shown one Estimated Fare for each Category of Car, so that they are fully informed of the different pricing options available to them. Any charges that are displayed on the [Standard Charges OR App] in relation to the transportation services are subject to change at any time prior to entering into a Transportation Contract.
6.3 Waiting Charges. If you are available and waiting at the requested pick up time and pick up location, but the Customer is not there, then after the first two minutes of your wait, the Customer will be charged a fee for each further full minute that they are late (“Waiting Charges”). The per minute Waiting Charge can be found in our [Standard Charges].
6.4 Cancellation Fees. If the Customer cancels their Ride Request, they may be charged a cancellation fee. Our cancellation fees apply as follows:
6.4.1 If you have accepted a Ride Request and the Customer cancels, but you have not yet begun to move towards the pick up point, the Customer will not be charged a cancellation fee;
6.4.2 If you have accepted a Ride Request and the Customer cancels, but you have already begun to move towards the pick up point, the Customer will be charged a £5 cancellation fee. You will be sent the Cancellation fee after deducting our Commission.
6.5 The final amount the Customer pays for the ride may be differ from the Estimated Fare. The Estimated Fare quoted to you and the Customer as part of your Ride Request is an estimate and the actual price paid may differ because the final fare may be adjusted to reflect the actual miles travelled, the time taken, and any [tolls or] other charges such as Waiting Charges or cancellation fees (“Actual Fare”). For example, the Actual Price may be higher than the Estimated Price if the journey is extended or altered by the Customer, if the journey takes longer due to higher than expected traffic congestion, or if the Customer incurs Waiting Charges.
6.6 You must notify us when the transportation starts and ends. You must notify us through the [App] when you:
6.6.1 Begin to travel towards the pick up point;
6.6.2 Are available to pick up the Customer;
6.6.3 Pick up the Customer;
6.6.4 Arrive at the drop off point.
Failure to do so may result in non or incorrect payment for the transportation services and we accept no liability for failing to obtain the correct payment from a Customer.
6.7 [We will pass on changes in the rate of VAT. If the rate of VAT changes between the date you made your Ride Request and the date of your journey, we will adjust the rate of VAT that you pay[, unless you have already paid for the service in full before the change in the rate of VAT takes effect].]
6.8 Third Parties. In most circumstances you will be required to use the services of third party providers in order to access the [App] and Services (“Third Party Services”). Additional terms of use and policies may be incorporated by such third parties and apply to your use and access to the [App] and Services in addition to those terms set out in these terms. Such third parties are not parties to any agreement between you and us but may have the right to enforce these terms against you if you access the [App] and Services using the Third Party Services.
7. PAYMENT
7.1 Payment Method. When using the [App] to make a Ride Request, the Customer will be required to provide account details from which the electronic payment may be taken (“Customer Payment Account”).
7.2 You authorise us to be your payment collection agent. You hereby confirm that:
7.2.1 you wish to make appoint us as your payment collection agent for the purposes of taking all electronic payments made by Customers in relation to all Total Fares (arising directly from the transportation services provided by you) and agree that payment by the Customer to us will be considered good and fair discharge of the Customer’s obligation to pay you for the transportation services you provide under your Transportation Contract with the Customer; and
7.2.2 you wish to create an account with us (the “Driver Transactional Account”) and hereby authorise us to:
(a) pay into the Driver Transactional Account, electronic payments (less any amounts deducted in accordance with clause 7.2.2(b) relating to transportation services provided by you to Customers under the Transportation Contracts; and
(b) deduct and withdraw from your Driver Transactional Account such sums equal in value to any Wystle Service Fees/ Commission that are payable by you to us for the provision of our Services;
7.2.3 where Wystle Service Fees are due to us in accordance with these terms but your Driver Transactional Account does not have sufficient funds to satisfy the debt owed to us, we are entitled to set off any future payment by a Customer to you against any Wystle Service Fees outstanding and owing by you to us.
7.3 You authorise us to be deduct payments from your Driver Transaction Account. In addition to the reasons set out in clause 7.2, we are further authorised to take payment from your Driver Transactional Account where a payment has been made to your Driver Transactional Account by mistake.
7.4 Registering your Driver Transactional Account. In order to set up a Payment Account you will be required to provide information (including but not limited to) regarding:
7.3.1 Bank Name;
7.3.2 Bank Address;
7.3.3 Bank Account Name;
7.3.4 Bank Account Number;
7.3.5 Bank Account Sort Code; and
7.3.6 Any other information which we may reasonably require from time to time for the provision of transferring money to you;
and notify us immediately if any of the above information changes.
7.5 Payment by the Customer. We will automatically take (as payment collection agent for you) the Actual Fare from the Customer once the Customer arrives at their drop-off point or, if a cancellation fee applies, at the point at which the Customer cancels the ride. [We accept no liability for non-payment for the provision of such transportation services where there is a non-payment by a Customer.]
7.6 Wystle Service Fee.
7.6.1 You agree that in return for providing you our Services, you will pay a sum equal in value to:
(a) [13%] of the Actual Fare;
(b) all administration charges that we incur in relation to the management of payments to and from your Driver Transactional Account.
(“the Wystle Service Fee”) For the avoidance of any doubt, any Waiting Charges or cancellation fees that are charged to the Customer will be included in the Actual Fare and the Wystle Service Fee will therefore be payable on those amounts.
7.6.2 We reserve the right to change the percentage charged as a Wystle Service Fee by notification to you.
7.7 Payments into your Driver Transactional Account. Your weekly aggregate Wystle Service Fee will be paid into your Driver Transactional Account [each Sunday] for any transportation services delivered by you in the preceding 6 days, provided that:
7.7.1 we have received the Actual Fare from the Customer in full and cleared funds;
7.7.2 any Wystle Service Fee and other outstanding sums due and owing to us have been paid in full by you.
7.8 We use a third party to process payments. Payment will be facilitated by a third party payment gateway and/or payment processing services provider appointed by us (the “Payment Processor”), as varied from time to time.
7.9 You consent to us transferring the details in your Driver Transactional Account to our Payment Processor. You acknowledge and agree that we may transfer all information provided by you in relation to your Driver Transactional Account to the Payment Processor.
8. COMPLAINTS
8.1 If you are unhappy with our Services. We would like to know if you are in any way unhappy with our Services. Please contact us on [support@wystle.co.uk] or [02033273827] so that we can try to help.
8.2 We are not responsible for, and are not liable for, any acts or omissions of the Customer. We accept no liability in relation to the actions or omissions of any Customer (including non-payment of the Agreed Fare), or any items of lost property. We will not become involved in any complaint or act as a mediator in any dispute.
8.3 We are not liable for any dispute you may have with the Customer. We do not provide the transportation services and are not a party to the Transportation Contract between you and the Customer – we collect the payment only as your payment collection agent. As such, we accept no liability in respect of, or arising from, the Transportation Contract, including but not limited to:
8.3.1 where the Customer believes that you did not provide the transportation services (including but not limited to failing to accurately confirm the point of conclusion of the Transport Services); or
8.3.2 where the Customer believes that you took an inefficient route without good reason (including but not limited to traffic, road closures and blockages);
8.3.3 where the Customer disputes the fact that they caused damage to the vehicle, or disputes any charge levied by you for such damage.
We will not become involved in any complaint or act as a mediator in any dispute.
8.4 Incidents and Lost Property. In the event of:
8.4.1 an accident;
8.4.2 a Customer raising a complaint regarding the provision of any transportation services provided by you, or about you personally; or
8.4.3 a Customer indicating that they have lost an item of their property during the provision of the transportation services;
you hereby agree that we may release to the Customer: (i) Your office address (ii) Your email address; (iii) Your contact telephone number[; and (iv) any insurance details that we hold for you].
9. YOUR RIGHT TO END THE CONTRACT FOR OUR SERVICES
9.1 You may end the contract for our Services at any time. Simply Delete your account and delete our App.
10. OUR RIGHT TO END THE CONTRACT FOR OUR SERVICES
10.1 We can end the contract for our Services at any time. We reserve the right to suspend or terminate your access to the [App] and use of our Services at any time, for any reason (including but not limited to for breach of these terms), without notice and without liability to you.
10.2 What happens when we end the contract. If we terminate your access to the [App] and/or use of our Service then:
10.2.1 the licence granted under clause 14 shall terminate immediately;
10.2.2 you shall immediately delete any and all information, software or data which you have downloaded from or in relation to the [App];
10.2.3 you shall not directly or indirectly provide or assist others in providing transportation services to satisfy Ride Requests generated through the [App]; and
10.2.4 we may remotely access any Devices that are in your possession and delete any and all information, software or data which you have downloaded from or in relation to the [App].
10.3 If you breach the contract. Failure to comply with these terms may result in (but is not limited to) our taking all or any of the following actions:
10.3.1 immediate, temporary or permanent withdrawal of your right to access the [App] and/or use the Services;
10.3.2 issuing a warning to you;
10.3.3 commencing legal proceedings against you for reimbursement of all costs on an indemnity basis resulting from the breach; and/or
10.3.4 taking any other legal action against you.
10.4 Your rights. Termination of your access to the [App] and/or our Service will not affect any accrued rights, remedies, obligations and liabilities of either you or us as at termination, including the right to claim damages in respect of any breach which existed at or before the date of termination and clauses which expressly or by implication survive termination shall continue in full force and effect.
11. ABOUT THE [APP]
11.1 Your licence to use the App. Upon accepting these terms you will be granted a Licence to access the App for the sole purpose of using our Services. Your Licence to access the [App] does not grant to you any rights in, over or relating to the [App] (or any Intellectual Property contained therein).
11.2 You agree to comply with our Acceptable Use Policy. Our Acceptable Use Policy sets out the permitted uses and prohibited uses of our [App]. When using our [App], you must comply with this Acceptable Use Policy.
11.3 Your Driver Account. In order to access our Services and all parts of the [App], you will be required to create a user account (“Driver Account”). Any Personal Data that you provide as part of the process of creating your Driver Account will be dealt with in accordance with the terms of the Privacy Policy. Unless expressly permitted by us in writing, you may only create one Driver Account.
11.4 When creating your Driver Account you must provide us with information that is true, accurate, complete and not misleading. You will be responsible for ensuring that the information you have provided remains true, accurate, complete and not misleading at all times whilst you maintain a Driver Account and you must notify us immediately in writing if any of the information you have provided ceases to be so.
11.5 When creating a Driver Account you will be provided with a user name and password. You must keep these and any other piece of information that you are provided with as part of our security procedures, confidential. You must not disclose it to any third party.
11.6 You shall not allow any third party to use your Driver Account. If you know or suspect that anyone, other than you, knows your user identification code or password, you must promptly notify us. You will be responsible for any activity that occurs under or in relation to your Driver Account and we will not be liable to you for any loss or damages incurred as a result of any unauthorised use of your Driver Account.
11.7 We are not responsible for viruses and you must not introduce them
11.7.1 We do not guarantee that our [App] will be secure or free from bugs or viruses.
11.7.2 You are responsible for configuring your Device, information technology, computer programmes and platform to access our [App]. You should use your own virus protection software.
11.7.3 You must not misuse our [App] by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our [App], the server on which our [App] is stored or any server, computer or database connected to our [App]. You must not attack our [App] via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our [App] will cease immediately.
11.8 Reasons why we may disable your Driver Account. We reserve the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms or for any other reason.
12. YOUR DEVICE
12.1 Basic Device capabilities. It is your responsibility for ensuring that you have a suitable hardware and software in order to access the [App]. Access to the [App] is only available using a Device capable (amongst other things) of:
12.1.1 receiving and transmitting mobile data; and
12.1.2 transmitting geolocation data to us so that we may accurately map your location whilst logged into your Driver Account.
12.2 Hardware and software updates. You may from time to time be required to update your hardware and/or download software updates in order to access the [App]. We do not guarantee that you will be able to access the [App] from any particular Device or that such access will be uninterrupted.
12.3 You consent to us knowing your location. By accessing a [App], you consent to our geolocation tracking of each Device (at all times whilst you are logged into your Driver Account) through which you are accessing the [App].
12.4 We are not liable for your Device or any network charges. You may incur charges as a result of the use of a network’s (including but not limited to mobile networks) data when accessing the [App]. You acknowledge that you are solely responsible for any such charges and we accept no liability for any costs incurred by you in relation to:
12.4.1 any purchase you make of a Device (and any subsequent purchases if a Device becomes no longer compatible or able to access the [App] due to any changes or updates we make to the [App]); and
12.4.2 any related costs incurred whilst you are using the [App] and our Services (including but not limited to network data charges).
13. INTELLECTUAL PROPERTY AND [APP] TERMS OF USE
13.1 We own the Intellectual Property Rights in the [App]. We are the owner or the licensee of all Intellectual Property Rights in the [App], the material published on them and the Services. All such rights are reserved. You may only use the [App] for lawful purposes and incompliance with our “[App] Terms of Use”.
13.2 You must not at any point:
13.2.1 reproduce or use any part of the content on the [App] for commercial purposes without obtaining a licence to do so from us;
13.2.2 use, register or claim ownership of the words (alone or in combination with other words or symbols) “Wystle” or “MinicabbID SVHI” or “MinicabbID” or any confusingly similar words or logos (“Trade Marks”) in any format or produce any content or material using the Trade Marks without our prior written consent
13.2.3 frame or mirror any part of the [App] or use meta tags or code or other devices containing any reference to the Trade Marks in order to direct any person to any other web site.
13.3 If you use our Intellectual Property in breach of these term. If you print off, copy or download any part of the [App] in breach of these terms, your right to use the [App] will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
14. LIMITATIONS OF LIABILITY AND INDEMNITY
14.1 You acknowledge that we will not be a party to any Transportation Contract and that:
14.1.1 you are solely responsible for any liabilities that arise out of the transportation service you provide to the Customer under the Transportation Contract;
14.1.2 we do not guarantee payment by any Customer to whom you provide transportation services; and
14.1.3 it is down to you to decide whether to accept or reject a Ride Request provided through our [App].
14.2 We accept no liability for loss or damages as a result of the Transportation Contract or third party services. We do not monitor or perform any particular checks on Customers and accept no responsibility or liability to you for any loss or damages (even if we have been notified of the potential for such loss or damages) you suffer or incur of any kind arising out of or in connection with:
14.2.1 any Transportation Contract you enter into (including but not limited to delays, non-performance, non-payment, damage or loss to property); or
14.2.2 any other services provided by a third party; and
You are advised to take all necessary precautions in your dealings with the Customer.
14.3 You agree to indemnify us. You agree to indemnify us and hold us harmless from any and all claims, demands, liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss or reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us and arising out of or in connection with:
14.3.1 your use of the [App] and our Services;
14.3.2 a breach by you of any of these terms;
14.3.3 a breach by you of any applicable law;
14.3.4 a breach by you of any Transportation Contract;
14.3.5 any claim made against us or any of our officers, directors or employees (including but not limited to claims for death, personal injury or damage to property) arising out of or in connection with the provision of Transport Services by you.
14.4 Tax. If a payment due from you under clause 14.3 is subject to tax (whether by way of direct assessment or withholding at it source), we, our officers, directors or employees (as applicable) shall be entitled to receive from you such amounts as shall ensure that the net receipt, after tax, in respect of the payment is the same as it would have been were the payment not subject to tax.
14.5 We will only limit our liability to the extent permitted by law.
14.5.1 nothing in these terms excludes or limits our liability for:
(a) death or personal injury arising from our negligence, the negligence of any of our employees, agents or subcontractors; or
(b) fraud or fraudulent misrepresentation; or
(c ) any other liability that cannot be excluded or limited by English Law.
14.5.2 To the extent permitted by law, we exclude all (whether express or implied) conditions, warranties, representation or other terms which may apply to the [App], the content on it and the provision of our Services. We make no warranty, representation or condition that access to the [App] and use our Services will result in any particular number of Contract Offers and/or Auction Offers.
14.6 We limit our liability for certain types of loss. Subject to clause 14.8, we will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable (or where we have been advised of the potential for such loss), arising under or in connection with (i) Your use of, or inability to use the [App] and/or Services; or (ii) use of or reliance on any content displayed on the [App]; for any:
14.6.1 loss of profits;
14.6.2 loss of business;
14.6.3 loss of business opportunity;
14.6.4 loss of anticipated savings;
14.6.5 loss of agreements or contracts;
14.6.6 loss of damage to goodwill;
14.6.7 loss of use or corruption of software, data or information;
14.6.8 loss of data;
14.6.9 loss of or damage to property;
14.6.10 indirect loss; or
14.6.11 consequential loss.
14.7 Our total liability is capped. Our total liability to you in respect of all losses not excluded under clauses 14.3 and 14.5, and arising in connection with (i) your use of, or inability to use, the [App]; or (ii) use of or reliance upon any content displayed on the [App], whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the greater of:
14.7.1 a sum equal in value to the aggregate Wystle Service Fee paid by you to us in the last 30 days;
14.7.2 the amount of insurance cover effected by us and available to meet your claim.
15. OTHER IMPORTANT TERMS
15.1 The relationship between you and us will be that of independent contractors and nothing in these terms shall render:
15.1.1 the relationship as a joint venture; or
15.1.2 you, a Driver or anyone else employed or engaged by you as an employee of ours (and you shall not hold yourself out as such).
15.2 Our relationship with you is for the provision of the Services and not an employment relationship. You shall be fully responsible for and shall indemnify us for and in respect of:
15.2.1 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 use of the Services by you, a Driver or anyone else employed or engaged by you, 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;
15.2.2 any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by you, a Driver or anyone else employed or engaged by you against us arising out of or in connection with the use of the Services.
15.3 These terms and any documents referred to therein constitute the entire agreement between you and us and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us and you, whether written or oral, relating to its subject matter.
15.4 You acknowledge that in agreeing to access the [App] and use our Services you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms.
15.5 We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of rights that arise under any contract formed between us and you and we may subcontract or delegate in any manner any or all of its obligations to any third party or agent.
15.6 You may only transfer your rights or your obligations under these terms with our prior written consent.
15.7 Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
15.8 If any provision or part-provision of these terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these terms.
15.9 If we fail to insist that you perform any of your obligations under these terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
15.10 Any dispute or claim arising out of or in connection with these terms or from any contract formed between us and you, shall be governed by English law. All parties agree that the courts of England and Wales will have exclusive jurisdiction to settle any such dispute.
