Supplier Agency Agreement
(Between Kabridge and PHO)

PARTIES:

  1. Kabridge Limited, incorporated and registered in England and Wales with company number 10879510 whose registered office is at Allied Sanif House, 412 Greenford Road, Greenford, Middlesex UB6 9AH; and
  2. PHO, whose registered office is located at XXS (provided address at the time of registration).

Each a "Party" and together the "Parties"

WHEREAS:

  1. The Supplier provides, and/or sources providers of, licensed taxis and/or licensed private hire services to Users.
  2. Kabridge is a product of Kabridge, is an online aggregation tool enabling users to book with licensed private hire service.
  3. Kabridge grants Supplier access to its platform on terms and conditions of this agreement.
  4. Supplier desires to obtain information pertaining to possible Bookings from Kabridge and to become a provider of Transportation Services and therefore agrees to provide Kabridge with:
    1. Accurate availability of its Drivers and their vehicles.
    2. Up-to date pricing and/or rate schedules as applicable.
    3. Services required to fulfil bookings made through the Kabridge Platform.
  1. DEFINITIONS AND INTERPRETATION

    In this Agreement:

    "Actual Fare" means the fixed fare or the actual metered fare (in relation to such completed journeys made on an estimated fare at the time of booking);

    "Estimated Fare" means an estimated price for any metered journey provided to the User at the time of Booking;

    "Final Reconciliation" means the sum of the actual fare and all additional charges and shall be the final and only amount payable in respect of the related transportation services;

    "Fixed Fare" means the fixed price calculated according to the supplier's point-to-point pricing structure and transaction fees or charges, whether agreed with the user at the time of booking (destination stated) or not. In the event of the destination being stated at booking and then subsequently changed, the “fixed fare” associated with a journey may change to reflect this deviation;

    "Additional Charges" means any charges incurred by the supplier or driver as a result of changes to the transportation services including additional expenses, costs, charges or fees (including cancellation charges, soiling charges, waiting time, tolls and car parking), other than by any act or omission of the supplier or the driver;

    "Affiliate" means a company, firm or individual that controls, is controlled by, or is under common control with the relevant company or firm;

    "Aggregator" means a company engaged in providing a customer-facing comparison mechanism to aggregate vehicular transportation alternatives;

    "Agreement" means these terms and conditions between Kabridge and the supplier including any appendices;

    "Booking" means an order for transportation services from the supplier placed by a user, through the use of the Kabridge Platform;

    "Booking Fee" means any additional charges made to the User by Kabridge to process the booking

    "Business Day" means a day, other than a Saturday, Sunday or public holiday in the United Kingdom when banks are open for business;

    "Business Hours" means between 09:00 and 17:30 on a business day;

    "Cause" means:

    • A material breach by a party of its respective obligations provided for in this agreement, which is not cured, if curable, within twenty (20) days of the party's receipt of notice which shall set forth in reasonable detail the basis of any such default; or
    • The filing by or against a party of a petition for bankruptcy or similar relief which in the case of an involuntary proceeding is not stayed or dismissed within thirty (30) days from the date of filing, or the insolvency of a party or the inability of a party to pay its debts as they become due, or where a party has an order made or resolution passed for its winding up, is placed under judicial management, has an inspector appointed to investigate its affairs, or a receiver and/or manager is appointed.

    "Commission" means 8% of the actual fare charged to the user prior to any deductions or fees charged by the credit or debit card company in respect of that fare;

    "Completed Journey" means the provision of a transportation service made through a Booking using the Kabridge Platform and the final cost of the actual fare for the transportation service having been calculated and recorded in the dispatch system;

    "Confidential Information" means all information and materials (whether in writing or electronically recorded, machine readable or otherwise) that is confidential or proprietary in nature including without limitation any Intellectual Property Rights in the Kabridge Platform and the Kabridge App, details around any pricing under this agreement, any commercially sensitive information and the terms and subject matter of this agreement itself;

    "Control" means in respect of a company, the power of a person to directly or indirectly secure:

    • By means of the holding of shares or the possession of voting power in or in relation to that company or any other body corporate; or
    • By virtue of any powers conferred by the articles of association or other document regulating that company or any other body corporate, that the affairs of the company are conducted in accordance with the wishes or directions of that other person, and "Controlled" will be construed accordingly;

    "Dispatch System" means the dispatch system utilised by the supplier, whether owned by such supplier or licensed to the supplier by a dispatch company;

    "Driver(s)" means the driver(s) engaged by the supplier to provide transportation services;

    "Effective Date" means the date on which the parties sign this agreement;

    "Estimated Fare" means an estimated price for any metered journey provided to the User at the time of Booking;

    "Final Reconciliation" means the sum of the actual fare and all additional charges and shall be the final and only amount payable in respect of the related transportation services;

    "Fixed Fare" means the fixed price calculated according to the supplier's point-to-point pricing structure and transaction fees or charges, whether agreed with the user at the time of booking (destination stated) or not. In the event of the destination being stated at booking and then subsequently changed, the “fixed fare” associated with a journey may change to reflect this deviation;

    "Force Majeure Event" means acts of God, expropriation or confiscation of facilities, any form of government intervention, war, hostilities, rebellion, terrorist activity, local or national emergency, sabotage or riots, and floods, fires, explosions or other natural physical disasters, epidemics or pandemics. For the avoidance of doubt, Force Majeure Event does not include:

    • Strikes or other industrial action solely affecting employees of the Party affected by the Force Majeure Event (the "Affected Party") or its sub-contractors including any industrial action taken by any Drivers;
    • Events which result from the fault or negligence of the affected party; or
    • Any event affecting a sub-contractor or supplier of the affected party, unless that event is itself a Force Majeure Event;

    "Goes Live Date" means the later of the date on which:

    • the Supplier is available as a supplier on the Kabridge Platform which is available through the app store and website in the country where the Supplier provides transportation services with the gate removed, and
    • The Kabridge Platform has accomplished a full public launch in the United Kingdom, as opposed to any testing period;

    "Intellectual Property Rights" means patents, rights to inventions, rights in software, copyright and related rights, trade marks, business names and domain names, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), 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;

    "IPR Infringement Claim" has the meaning set out in clause 8.1 (a);

    "Kabridge App" means the application software to allow Users to book transportation services through the use of the Kabridge Platform;

    "Kabridge Platform" and "Kabridge Platform Software" means the proprietary software system developed by Kabridge to provide quotes, bookings and the invoicing system through which Kabridge shall act as agent of the supplier by providing details of requested journeys by Users to the Supplier under the brand name "Kabridge";

    "Personal Data" has the meaning given to it in the Data Protection Act 1998;

    "Processing Charge" means an administration fee charged for completed journey, and any other charges which the parties may agree from time to time.

    "Service Levels" mean the service levels and obligations set out in Appendix B and Appendix C of this Agreement;

    "Supplier Obligations" means the supplier undertakings as set out in Appendix A of this Agreement;

    "Tax" means any tax, levy, impost, duty, withholding charge or fee imposed by or payable to any Tax Authority, including penalties, additions, interests, cost and expenses relating to such tax, levy, impost, duty, withholding charge or fee;

    "Tax Authority" means any local or national authority having power to impose or collect tax;

    "Term" means the Initial Term and any Renewal Term as defined in clause 19.1 and 19.2

    "Transportation Service(s)" means the provision of vehicle transportation services to Users by a Driver on behalf of the Supplier for which Kabridge (acting as agent) solicits orders;

    "User" means any person that subscribes to and makes use of the Kabridge Platform to make Bookings with the Supplier; and

    "VAT" means value added tax imposed in any member state of the European Union pursuant to Council Directive (EC) 2006/112 on the common system of value added tax and national legislation implementing that Directive or any predecessor to it, or supplemental to that Directive, or any similar tax which may be substituted for or levied in addition to it or any value added, sales, turnover or similar tax imposed in any country that is not a member of the European Union.

    1. In this Agreement, a reference to a statute or statutory provision includes a reference to:
      • that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
      • Any subordinate legislation made under that statute or statutory provision.
    2. The clause headings do not affect the interpretation of this Agreement.
    3. In this Agreement, "person(s)" include a natural person, companies, partnerships, limited liability partnerships, sole proprietors, unincorporated associations and trusts.
    4. References to a clause, Appendix or paragraph are (unless otherwise stated) to a clause of or Appendix to this Agreement or to a paragraph of the relevant Appendix. The Appendices form part of this Agreement.
    5. The terms "include" or "including" shall mean "including but not limited to" and the term "or" shall include "and/or".
  2. APPOINTMENT
    1. The Supplier appoints Kabridge for the term as its independent agent to solicit and, through the use of the Kabridge Platform, to obtain Bookings on behalf of the Supplier.
    2. Kabridge shall use commercially reasonable endeavours to make the Kabridge App and Kabridge Platform available to Users in order to solicit and obtain Bookings on behalf of the Supplier in accordance with the parameters specified and requested through the Kabridge Platform.
    3. The Parties acknowledge and agree that:
      • The Supplier takes the sole responsibility fulfilment of the Transportation Services; and
      • save for the handling of payments received from a User for Transportation Services, Kabridge shall not have any other obligations to the Supplier or Users in respect of the Transportation Services, whether under this Agreement or otherwise.
    4. For the avoidance of doubt, the parties acknowledge and agree that the supplier is solely responsible for the completion of the jobs being booked through Kabridge and engagement or instruction of the drivers in relation to the provision of the transportation services (or otherwise) and that Kabridge does not, and will not by virtue of this Agreement or otherwise, have any obligations or relationships, whether contractual or otherwise, with the Drivers. Without prejudice to the foregoing, nothing contained in this Agreement shall render the Drivers an employee, worker, agent or partner of Kabridge, and the Supplier shall procure that the Drivers not hold themselves out as such.
  3. BOOKING:
    1. When the User enters the details of the Journey they need to avail, Kabridge will offer a quote from several suppliers that fulfill the requirements but Kabridge does not take responsibility for transferring the quote from supplier to the User, that the quote will be accepted by User or that the supplier will acquire business under this agreement
    2. Supplier agrees to complete any and all rides which are booked through Kabridge Platform at the same cost that is displayed in the quote exclusive of any tips being paid by the User to supplier or any additional charges arising from waiting time more than 15 minutes (Except Airport Pickup), changes in route, or requirements like child seats. These additional charges will be paid directly from User to supplier.
    3. If and when User decides to make any changes in the details that he provided at the time of booking using Kabridge Platform, then any additional charges incurred due to the changes in the route or any other alteration discussed directly with the supplier are payable directly to the supplier by the User.
    4. When the quote of supplier has been selected, Kabridge will send out notification via Email and can be viewed in Kabridge Supplier Portal. However, Kabridge does not take any responsibility for the delivery timing of such notifications and alerts, thus takes no liability for any costs incurred (directly or indirectly) or in case of any loss resulting as delayed delivery of the alerts.
    5. Apart from the details entered at the time of booking, User might have Specific Requirements communicated to supplier directly, which is at the discretion of the supplier and User whether they reach an agreement or not.
    6. All meet and greets apart from airports waiting time are free for the first 15 minutes; thereafter supplier can charge the customer according to their waiting charges defined on the pricing for any additional waiting time.
    7. For All Airport Pickups, price quoted to User on Kabridge Platform are inclusive of Meet & Greet, 60 Minutes Waiting and 30 Minutes of Parking from the flight landing time.
    8. Airports Pickup Bookings: 30 minutes parking and 60 minutes free waiting time from the time of landing (additional free waiting time can be requested at time of booking), thereafter supplier can charge their waiting charges defined in pricing for additional waiting time.
    9. Supplier cannot charge additional for flight delays.
    10. Supplier cannot charge additional for Meet & Greet, 60 Minutes Waiting and 30 Minute Parking for all Airport Pickup Jobs from the flight landing time.
    11. Fares quoted are flat rates.
  4. CALCULATION AND NOTIFICATION OF THE ACTUAL FARE; PAYMENT
    1. In consideration for the payment of the Commission, Kabridge shall facilitate the Booking through the Kabridge Platform.
    2. The Kabridge Platform requires the User to provide Kabridge with a credit card against which all charges incurred in respect of a Booking will be charged. Kabridge will instruct the issuer of the credit card or a credit card processing company it may engage, as the case may be, to pay Kabridge with the Booking fee and/or the Commission (plus, where applicable, any VAT on the Commission) in respect of a Booking, and after such credit card company has deducted its own fee, to remit to the Supplier the balance of the amounts charged to the credit card. Such remittance shall be made to the Supplier 1st of every month following your delivery to Kabridge of a Final Reconciliation, unless the Supplier has directed otherwise. It shall be the Supplier’s sole and absolute responsibility to pay the respective Driver all amounts owed in accordance with the Supplier’s agreement with each such Driver, including compensation, gratuity and reimbursement of out of pocket expenses that may be advanced by the Driver, and to pay and discharge any payments required by applicable laws, rules and regulations and all taxes related to the Booking.
    3. Kabridge may when and if required add a Processing Charge to the full and final fare to cover any additional processing costs. The Supplier will not be entitled to a share of these additional fees and their share of the full and final will be calculated in accordance with this clause 3.5.
    4. Within sixty (60) minutes following the completion of each Ride, the Supplier will provide a Final Reconciliation. Kabridge shall bear the risk of the collection of such Commission, Actual Fare and Additional Charges, except if the Final Reconciliation is not received by Kabridge within 60 minutes of completion of the relevant journey, in which case such risk shall be borne entirely by the Supplier.
    5. Kabridge may issue a statement to the Supplier on a monthly basis which will contain a summary in reasonable detail of all Bookings during the previous month, including with respect to each booking the Actual Fare, the Commission, the Driver’s gratuity, credit card processing fees, amounts advanced to third parties by the Driver (e.g. parking, tolls) and other charges.
    6. Without prejudice to any of the foregoing, and for the avoidance of doubt, Kabridge shall not be responsible for collecting or paying tax on the Supplier's behalf, and it is the Supplier’s sole responsibility to comply with any and all tax obligations as may be applicable to it.
    7. Except as otherwise provided, all sums payable under this Agreement are exclusive of any VAT or other applicable sales tax, which shall be added to the sum in question or otherwise included in any relevant calculation, and where any withholding tax or similar deduction is required to be made, the sum in question shall be paid net of that deduction.
    8. Kabridge reserves the right to ask the credit card processing company to suspend the transfer of any payment to the Supplier where Kabridge reasonably suspects that there has been any collusion or fraud between the User and Driver and/or the User and Supplier or any fraud perpetrated by the Supplier.
  5. CANCELLATION OF BOOKINGS AND REFUNDS
    1. 5.1 Supplier allows that the User can cancel a ride booked through Kabridge until the driver is been dispatched for the job, without any fare being due.
    2. 5.2 If the Customer has been charged for the booking by Kabridge through card and this has been notified to the supplier then if they demand the User to pay the fare in cash, then Kabridge will be entitled to make deduction in lieu of Job Fare plus additional penalty from any outstanding due to the supplier.
    3. 5.3 In case of booking cancellation, Kabridge will notify the supplier through the email address provided by the supplier and if supplier is using integrated dispatch system, the job will be canceled automatically from the system for supplier’s convenience.
    4. 5.4 If the supplier is running late due to any reason and is unable to meet the User within 15 minutes of the pick-up time (unless customer stated otherwise), then the penalty would be charged as per the specified terms. If any supplier is repeatedly unable to perform as per required bookings than Kabridge can cancel that setting or remove that supplier from its platform altogether on its own discretion.
    5. 5.5 If the supplier is running late due to any reason and is unable to meet the User within 15 minutes of the pick-up time (unless customer stated otherwise) and the User does not avail the ride, the supplier will not be eligible for any payment in lieu of that booking and all the cost incurred due to any consequences faced in this situation will be directly charged to supplier. It’s up to Users complete discretion if he opts to choose the supplier for the ride, then supplier will be entitled to the payment and any costs due to these consequences will be deducted from supplier.
    6. 5.6 In case, the User is running late then supplier will be accountable for the collection of any additional (i.e. Waiting, Parking) charges from the User at the time of ride completion.
    7. 5.7 Supplier is obliged to inform Kabridge 12 working hours before the agreed upon time in case of normal Pick-up and 24 working hours before an airport pickup or drop-off, providing us with the time to arrange an alternative. In case, the supplier fails to do so the cost incurred in such situation will be borne by the supplier.
    8. 5.8 In case of an unfulfilled booking, if any supplier enter the trip status as completed in the Kabridge’s software, supplier will be charged with an additional penalty of £20.

    Fines

    FINES FOR NON-AIRPORT BOOKINGS

    Fare Value Charged Cash for
    Prepaid Booking
    Rejected Booking No response to
    a booking
    Driver No Show
    (1-8 passengers)
    Driver No Show
    (9 + passengers)
    Missed Job / Lateness
    £0 to 20 £10 £5 £5 £10 £20 £5
    £20.1 to £ 40 £15 £10 £10 £15 £25 £10
    £40.1 to £ 75 £20 £15 £15 £20 £30 £15
    £75 + £25 £25 £25 £30 £40 £20

    FINES FOR AIRPORT BOOKINGS

    Fare Value Charged Cash for
    Prepaid Booking
    Rejected Booking No response to
    a booking
    Driver No Show
    (1-8 passengers)
    Driver No Show
    (9 + passengers)
    Missed Job / Lateness
    £0 to 20 £15 £10 £10 £15 £20 £5
    £20.1 to £ 40 £20 £15 £15 £25 £30 £10
    £40.1 to £ 75 £25 £20 £20 £35 £40 £15
    £75 + £30 + £30 £30 £40 £50 £20
  6. COMPLAINTS AND REFUNDS
    1. The Supplier will provide customer support to Users in accordance with the Supplier’s standard terms and conditions. Without limiting the foregoing, the Supplier will have in place a comprehensive complaints procedure, which is readily available to Users and the Supplier will respond to any User complaint within 24 hours of receipt of the complaint and use reasonable best efforts to resolve the complaint within such 24 hour period, but in any case, no later than 3 business days after receipt of such complaint.
    2. Kabridge Platform and Kabridge App will offer User with customer support and fulfilment services which may from time to time revised at Kabridge’s sole discretion. Kabridge reserves the right to refuse to provide services to a User for a variety of reasons, including but not limited to:
      • Rejection by applicable credit card company
      • Inability to authenticate credit card
      • Inability to authenticate card holder; or
      • User's performance history

      In the event Kabridge has received a User complaint with respect to a journey and has notified the Supplier of such complaint, the Supplier shall have a period of forty-eight (48) hours thereafter to provide Kabridge with a proposal to resolve such complaint. If such proposal is not received within such period, Kabridge shall have the right to resolve such User complaint directly with such User and such resolution shall be binding upon the Supplier, provided that such resolution shall not exceed the amount of the related commission, actual fare and additional charges. In all circumstances provisions of clause 6.1 shall apply.

    3. In the event a refund is issued to a User, such issuance shall not have any impact upon Kabridge’s right to payment of its full Commission.
    4. In the event issues arising due to supplier or driver omissions including driver been 10 minute late for pickup a fixed penalty of £10 will be added for each incident.
  7. THE SUPPLIER'S OBLIGATIONS
    1. The Supplier shall from the Effective Date comply with this Agreement including the Supplier Obligations and the Service Levels.
    2. The Supplier acknowledges and agrees that, as between the Supplier and Kabridge, it shall remain fully liable for the acts and omission of its Drivers as if such acts and omissions were the acts and omissions of the Supplier. The Supplier further agrees that it shall procure that, to the extent relevant (including, without limitation, the obligations pursuant to Appendix B and C), all Drivers shall comply with the terms of this Agreement.
    3. For the avoidance of doubt, the Parties acknowledge and agree that the Supplier is solely responsible for the engagement or instruction of the Drivers in relation to the provision of the Transportation Services (or otherwise) and that Kabridge does not, and will not by virtue of this Agreement or otherwise, have any obligations or relationships, whether contractual or otherwise, with the Drivers. Without prejudice to the foregoing, nothing contained in this Agreement shall render the Drivers an employee, worker, agent or partner of Kabridge, and the Supplier shall procure that the Drivers not hold themselves out as such.
    4. The Supplier agrees that all Bookings will be quoted, accepted and dispatched for Transportation Services in terms of, priority, frequency and availability of drivers and their vehicles on a basis at least equivalent to the priority, frequency and availability that the Supplier affords bookings it receives (via any medium) from its best and/or most frequent customers. Without limiting the generality of the foregoing, to the extent that the Supplier employs a formal or informal rating system of users or customers, Kabridge will be afforded the highest possible rating.
    5. The Supplier agrees that the price offered for Bookings shall be equivalent to the lowest price offered on any consumer facing channel including all digital platforms including but not limited to applications and websites, save in relation to the Supplier’s own application or website where the Supplier may price up to 8% less than the price offered for Bookings.
    6. In the event that the Supplier breaches clause 3.4, Kabridge may (at its sole and absolute discretion) suspend the Supplier’s offering on the Kabridge Platform until such time as corrective action has been implemented by the Supplier to the satisfaction of Kabridge.
    7. The Supplier will ensure that the vehicle type utilized by the relevant Driver is the vehicle type that was specified and requested by the User at the time of a Booking. The Supplier may provide a higher specification of vehicle for the provision of the Transportation Services provided that it does not increase the Fare to the User; provided, however, that the Supplier has notified the User of such vehicle substitution in advance of User pick-up and given such User the option to cancel the Booking subject to no cancellation fee.
    8. The Supplier will also ensure that all information and details which have been provided to Kabridge including Fare rates, Supplier’s standard terms and conditions and fleet or Driver information are true, accurate and up-to-date in all respects and at all times. In particular, the Supplier shall provide Kabridge with written notice at least ten (10) business days prior to the effective date of any change in the Supplier’s standard terms and conditions in order to provide Kabridge with an opportunity to update the Kabridge Platform accordingly.
  8. INDEMNITY BY THE SUPPLIER
    1. As between the Supplier and Kabridge, the Supplier shall on demand indemnify, and keep indemnified, and hold harmless Kabridge and its Affiliates for and on behalf of themselves and their respective officers, employees, agents and sub-contractors from and against any and all losses, damages (including damage to reputation and/or goodwill), claims, demands, actions, obligations, liabilities, costs and expenses (including legal fees and costs and expenses incurred in investigating, preparing, defending or prosecuting any litigation, claim, proceeding or demand) arising out of or in connection with any:
      • IPR Infringement Claim;
      • Liabilities incurred by Kabridge as a result of the Supplier or any of its Drivers breaching any applicable law;
      • Any negligent act or omission or breach of this Agreement by the Supplier;
      • Any negligent act or omission of any of the Drivers;
      • Any claim by a Tax Authority in respect of any Tax that should be payable by the Supplier; and
      • Claims brought by Drivers and/or Users against Kabridge (save to the extent that such claims relate to: (i) any liability for death or personal injury caused by Kabridge's negligence; or (ii) the fraud or fraudulent misrepresentation of Kabridge).
  9. PROMOTIONS AND DISCOUNTS
    1. From time to time, the Parties may offer discounts or other promotional programs to Users so long as such discounts or programs do not impact upon the revenue otherwise receivable by the other Party for a respective Completed Journey, except as may be mutually agreed.
  10. AUDIT AND INSPECTION
    1. Each Party shall keep separate records and accurate accounts of all sales and details of the Actual Fare and any applicable deductions and shall permit the duly appointed representatives of the other Party to inspect all such records and accounts that may apply in relation to this Agreement. For the purposes of this clause 10.1, any and all inspection shall occur at reasonable times and on reasonable notice provided to the Party who is the subject of such inspection.
    2. Kabridge shall be entitled to track the estimated fares against the actual fare charged for the relevant completed journey. Where Kabridge identifies regular material differences between the estimated fares and the actual fares, Kabridge reserves the right to request the Supplier to amend the assumptions or the pricing methodology to the extent that Kabridge considers necessary to ensure that an accurate estimated fare is being provided. For the purposes of this clause, a regular material difference shall mean a regular difference between the estimated fare and the actual fare charged by the supplier, which are outside of the normal expected deviations for similar journey
    3. Without prejudice to Kabridge’s rights under clauses 10.1 and 10.2, the Supplier shall allow Kabridge and any auditors of or other advisers to Kabridge to access any of the Supplier's premises, personnel and relevant records as may be reasonably required in order to:
      • Fulfil any legally enforceable request by any regulatory body; or
      • Undertake verification that the Transportation Services are being provided and all obligations of the Supplier are being performed in accordance with this Agreement, provided that Kabridge shall use its reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier.
    4. The Supplier shall provide the Customer (and its auditors and other advisers) with all reasonable co-operation, access and assistance in relation to each audit.
    5. The parties shall bear their own costs and expenses incurred in respect of compliance with their obligations under this Clause 10, unless the audit identifies a material breach of this Agreement by the Supplier, in which case the Supplier shall reimburse Kabridge for all its reasonable costs incurred in the course of the audit, and, without prejudice to other rights and remedies of Kabridge hereunder, take any remedial action as Kabridge may require.
  11. WARRANTIES
    1. Kabridge warrants to the Supplier that it has all right, power and authority to enter into and perform its obligations under this Agreement.
    2. 2 The Supplier warrants to Kabridge that:
      • It has all right, power and authority to enter into and perform its obligations under this Agreement
      • The execution of this Agreement by the Supplier does not violate any agreement existing between the Supplier and any third party
      • The delivery of the Transportation Services shall at all times be conducted in conformity with all laws and regulations of any jurisdiction which may govern or regulate the Supplier’s delivery of the Transportation Service
      • The journeys for which the Supplier provides Users will be performed with all reasonable care and skill and in accordance with the Service Levels
      • It is a licensed operator (where relevant) under any and all relevant authorities; it is insured against public liability; all of its Drivers have full hire and reward insurance and are fully insured against public liability (either themselves or via the Supplier) and
      • Any Driver undertaking a journey through the Kabridge Platform is the holder of an applicable license under its local relevant authority; and its Drivers will act in accordance within the regulations of the relevant licensing authorities at all times.
    3. All of the Parties' liabilities and obligations in respect of the subject matter of this Agreement are expressly set out in the terms of this Agreement. To the maximum extent permitted by applicable law, no other terms concerning the subject matter of this Agreement will be implied into this Agreement or any related contract (including, but without limitation, any implied conditions, warranties or other terms as to quality, fitness for purpose or the use of reasonable skill and care).
    4. Kabridge will use reasonable endeavours to provide the Kabridge Platform uninterrupted and error free but makes no representation or warranty of any kind to that effect, and Kabridge will not be liable for the consequences of any interruptions or errors.
  12. SERVICE LEVELS
    1. The Parties acknowledge that Kabridge’s ability to act effectively as an agent and to receive Commission is dependent on the fulfilment of the Supplier’s obligations as set out in this Agreement.
    2. From the Effective Date, the Supplier shall ensure all Transportation Services meet or exceed the Service Levels at all times.
    3. Kabridge shall collate and provide to the Supplier on a monthly basis information on the Supplier's performance over the last month. Such information may include:
      • The accuracy of estimated times of arrivals for "on demand" Bookings, to the extent that the Supplier provides them;
      • The Supplier's punctuality on "pre-book" Bookings;
      • Cancellation rates;
      • GPS accuracy; and
      • Any user feedback and rating to ensure optimal delivery to Users.
    4. The Supplier’s performance will be measured through a scoring system available to Users though the Kabridge Platform or the Kabridge App. In the event that the Supplier’s rating and/or performance metrics falls below 10% of the mean performance of all other suppliers of Transportation Services in in the Greater London 5 preceding three-month period, Kabridge may (at its sole and absolute discretion) suspend the Supplier’s offering on the Kabridge Platform until such time as corrective actions have been proved to have been implemented by the Supplier to remedy the cause of the poor performance. In the event that corrective measures are not taken and/or are deemed by Kabridge (in its reasonable discretion) to be ineffective then this shall be deemed a cause event for the purposes of this Agreement entitling Kabridge (and not the Supplier) to terminate this Agreement.
  13. INTELLECTUAL PROPERTY RIGHTS AND PUBLICITY
    1. All software provided by Kabridge and used by the Supplier in order to process bookings, including without limit the software in the Kabridge Platform and the Kabridge App, remains at all time the property of Kabridge and is considered Confidential Information. The Supplier hereby agrees not to provide any details or information in relation to the Kabridge software to third parties at any time.
    2. Nothing in this Agreement shall operate to transfer or vest in the Supplier any interest, title or right in Kabridge’s Intellectual Property Rights. Without prejudice to the foregoing, the Supplier shall not disclose, display, upload, broadcast, commercially rent, sub-license any of the software underlying the Kabridge Platform or Kabridge App to any third party, or decompile, or reverse engineer such software (save as permitted by law).

    3. Kabridge grants to the Supplier a non-exclusive, non-transferable, non-sub-licensable, royalty-free and revocable licence to use the Kabridge Platform and the Kabridge App in the United Kingdom for the Term solely to enable the Supplier to provide the Transportation Services to Users of the Kabridge Platform or App.
    4. The Supplier acknowledges and agrees that the Kabridge Platform Software is provided to it on an "as is" basis and is expressly subject to the disclaimer set out in clause 11.3.
    5. The Supplier will:
      • Immediately notify Kabridge upon becoming aware of an actual or potential infringement by a third party of any of the Intellectual Property Rights in the Kabridge Platform (an "IPR Infringement Claim");
      • Provide to Kabridge all reasonable assistance in relation to the IPR Infringement Claim;
      • Allow Kabridge the exclusive conduct of the IPR Infringement Claim and all related disputes, proceedings, negotiations and settlements.
    6. Kabridge hereby grants to the Supplier a non-exclusive, non-transferrable, non-sub-licensable, royalty-free and revocable licence to display Kabridge’s trademark as set out in Appendix D ("Kabridge Logo") on its website and other material for marketing the Transportation Services through the Kabridge App, approved by Kabridge from time to time, on the following terms:
      • The Supplier acknowledges that Kabridge(or a Kabridge Affiliate) is the owner of the Kabridge Logo and any and all goodwill derived from the use of the Kabridge Logo by the Supplier shall accrue to Kabridge. The Parties intend that the Supplier shall not acquire rights of any kind through its use of any of the Kabridge Logo or trade names, logos and brand names of Kabridge, but if it does acquire any rights, those rights will be held on trust for Kabridge and the Supplier shall, at the written request of and without charge to Kabridge, promptly execute any documents and do all things necessary to assign such rights to Kabridge;
      • The Supplier shall procure that all materials carrying the Kabridge Logo, including quotations, contractual documents, specifications and descriptive literature be marked with the Kabridge Logo is a [registered] trademark of Kabridge or its affiliates and used by the Supplier, or with any other statement as notified in writing from Kabridge to the Supplier from time to time.
    7. The Supplier hereby grants to Kabridge a non-exclusive, sub-licensable, royalty-free and licence to display the Supplier's trademark as set out in Appendix D ("Supplier Logo") on Kabridge Platform, Kabridge App and other material for marketing of the services provided pursuant to this Agreement by the Supplier or Kabridge, provided that: Kabridge acknowledges that the Supplier is the owner of the Supplier Logo and any and all goodwill derived from the use of the Supplier Logo by Kabridge shall accrue to the Supplier.
    8. The parties intend that Kabridge shall not acquire rights of any kind through its use of any of the Supplier Logo or trade names, logos and brand names of the Supplier, but if it does acquire any rights, those rights will be held on trust for the Supplier and Kabridge shall, at the written request of and without charge to the Supplier, promptly execute any documents and do all things necessary to assign such rights to the Supplier.
  14. NO LIMITATIONS OR EXCLUSIONS
    1. Nothing in this Agreement will:
      • Limit or exclude the liability of a Party for death or personal injury resulting from its negligence;
      • Limit or exclude the liability of a Party for any fraud or fraudulent misrepresentation by that Party;
      • Limit any liability of a Party in any way that is not permitted under applicable law; or
      • Exclude any liability of a Party that may not be excluded under applicable law.
  15. USE OF AND OWNERSHIP OF DATA
    1. Users may be asked to rate the Supplier on the standard of its Transportation Services after each Completed Journey using the Kabridge Platform and/or Kabridge App ("Review Data").
    2. The Supplier acknowledges and consents to Kabridge:
      • Publishing the Review Data on its website and/or the Kabridge App in a direct or aggregated format;
      • Using the Review Data to monitor the performance of the Supplier in its provision of Transportation Services to Users, including whether the Supplier has met any Service Levels; and
      • Providing the Review Data to Users through digital or other means.
    3. The Parties acknowledge that all data submitted by the Supplier or its Drivers to the Kabridge Platform or the Dispatch System shall belong to and be owned by Kabridge. Kabridge shall be entitled to use that data for any purpose provided such use complies with all applicable laws.
  16. DATA PROTECTION
    1. Each of the Parties warrant that it has the legal right to disclose all Personal Data that it does in fact disclose to the other Party under this Agreement, and that the processing of that Personal Data by the recipient Party for the purposes of and in accordance with the terms of this Agreement will not breach any applicable laws (including the Data Protection Act 1998).
    2. Each Party hereby agrees that:
      • To the extent that it is processing Personal Data on behalf of the other Party, it will act only on instructions from the other Party (being the data controller of such Personal Data) in relation to such processing;
      • To the extent that it is processing Personal Data on behalf of the other Party (being the data controller of such Personal Data), it will not transfer any such Personal Data outside the European Economic Area; and
      • It has in place appropriate security measures (both technical and organisational) against unlawful or unauthorised processing of Personal Data and against loss or corruption of Personal Data.
    3. The Supplier hereby acknowledges and agrees that it shall not (and use reasonable endeavours to procure that its Drivers shall not) (i) use any Personal Data obtained pursuant to this Agreement for the purposes of any form of direct marketing; or (ii) pass any such Personal Data to any third parties.
    4. The Supplier shall on demand indemnify and keep indemnified and hold harmless Kabridge and its Affiliates, for and on behalf of themselves and their respective officers, employees, agents and sub-contractors from and against any and all claims, demands, actions, costs, expenses, liabilities and damages or losses (including all interest, penalties and legal and other professional costs and expenses) incurred as a result of any breach by or on behalf of the Supplier of this clause 16.
  17. CONFIDENTIALITY
    1. Both Parties agree not to disclose any Confidential Information to any person except as required by applicable law or legal process (in which case, to the extent permitted by law the disclosing
      Party will provide the other Party with notice and an opportunity for such other Party to seek an injunction) and that such Confidential Information will remain strictly confidential and will not be utilised, directly or indirectly, by you or us, as the case may be, for any purpose, other than in connection with the performance of this Agreement. We will each be responsible for any disclosure made in violation of this Agreement by our respective employees, representatives or agents.
    2. The Confidential Information of a Party may be disclosed by the other Party to its employees and professional advisers, provided that each recipient is legally bound to protect the confidentiality of the Confidential Information.
    3. These obligations of confidentiality will not apply to Confidential Information that:
      • Has been published or is known to the public (other than as a result of a breach of this Agreement);
      • Is known to the receiving Party, and can be shown by the receiving Party to have been known to it, before disclosure by the other Party; or is required to be disclosed by law, or by an order (binding upon the relevant Party) of a competent governmental authority, regulatory body or stock exchange.
  18. FORCE MAJEURE EVENT
    1. Where a Force Majeure Event gives rise to a failure or delay in either Party performing its obligations under this Agreement, other than obligations to make payment, those obligations will be suspended for the duration of the Force Majeure Event.
    2. 2 A Party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under this Agreement, will:
      • Forthwith notify the other; and
      • Will inform the other of the period for which it is estimated that such failure or delay will continue.
    3. The affected Party will take reasonable steps to mitigate the effects of the Force Majeure Event.
    4. Unless otherwise agreed in writing, if a delay or failure by a Party to perform its obligations due to a Force Majeure Event exceeds ninety (90) days from the date on which the Force Majeure Event was notified, the non-affected Party may terminate this Agreement by giving thirty (30) days’ notice in writing.
  19. TERM AND TERMINATION
    1. The initial term of this Agreement will begin upon the Effective Date and will end thirty-six months after the Goes Live Date ("Initial Term") unless extended as provided for in clause 19.2 or sooner terminated as provided for in clause 19.3.
    2. This Agreement shall automatically renew for additional twelve (12) month periods (each a "Renewal Term", and together with the Initial Term, collectively the "Term"), unless not later than twelve (12) months prior to the expiration of the Initial Term, or twelve (12) months prior to the expiration of any Renewal Term, either Party provides written notice of termination to the other Party.
    3. Either Party may terminate this Agreement at any time upon the provision of written notice for Cause.
  20. EFFECTS OF TERMINATION
    1. Upon termination or expiration of this Agreement for any reason, each Party will cease using the Intellectual Property Rights of the other.
    2. Termination of this Agreement will not affect either Party's accrued rights (including accrued rights to be paid) as at the date of termination.
    3. Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree that the licences granted to the Supplier pursuant to this Agreement shall immediately terminate on termination of this Agreement.
    4. Within thirty (30) days of the termination of this Agreement, Kabridge and the Supplier will:
      • Return to or dispose of all documents and materials containing Confidential Information belonging to the other Party; and
      • Irrevocably delete from its computer systems all Confidential Information belonging to the other Party.
    5. 5 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement including clause 8 (Indemnity by Supplier), clause 11 (Warranties), clause 13 (Intellectual Property Rights and publicity), Clause 14 (No Limitation or Exclusions), clause 15 (Use of and Ownership of Data), clause 16 (Data protection), clause 17 (Confidentiality), clause 20 (Effects of Termination) and clause 21 (Non-Solicitation; Non-Affiliation), shall remain in full force and effect.
  21. NON-SOLICITATION; NON-AFFILIATION
    1. Neither the Supplier nor the Driver will enter into discussions with or send messages (including email or SMS) to Users introduced by Kabridge with a view to forming a direct relationship with that User, under any circumstances. For the avoidance of doubt, the Supplier can send an SMS, email or other digital communication, to confirm a Booking with a User, inform the User of the taxi's whereabouts in relation to collecting a User or for other communications directly authorised in writing by Kabridge. All customer information falls within the definition of “Confidential Information” and shall be subject to the provisions of clause 17.
  22. NOTICES
    1. Any notice given under this Agreement must be in writing (whether or not described as "written notice" in this Agreement) and must be delivered personally, sent by post, or sent by fax or email, for the attention of the relevant person, and to the relevant address, fax number or email address as notified by one Party to the other in accordance with this clause.

      Kabridge Limited
      Head of Supplier Relations
      Allied Sanif house,
      412 Greenford Road, Greenford
      London UB6 9AH
      Info@kabridge.com
      The Supplier
      PHO
      Address: XXX
      Email: XXX

    2. A notice will be deemed to have been received at the relevant time set out below or where such time is not within Business Hours, when Business Hours next begin after the relevant time set out below:
      • Where the notice is delivered personally, at the time of delivery;
      • Where the notice is sent by post, seventy-two (72) hours after posting; and
      • Where the notice is sent by fax or email, at the time of the transmission (providing the sending Party retains written evidence of the transmission and the sending Party does not receive an "out of office" auto-response or similar).
  23. ENTIRE AGREEMENT
    1. Both Parties acknowledge and agree that this Agreement constitutes the entire and only agreement between the parties in relation to the subject matter hereof.
    2. The Supplier acknowledges that it is entering into this Agreement without reliance on any undertaking, warranty or representation given by or on behalf of Kabridge other than as expressly contained in this Agreement, provided that nothing in this clause shall limit or exclude the liability of Kabridge for fraud or fraudulent misrepresentation.
  24. WAIVER
    1. A waiver of any term, provision or condition of, or consent granted under, this Agreement shall be effective only if given in writing and signed by the waiving or consenting Party and then only in the instance and for the purpose for which it is given.
    2. No failure or delay on the part of any Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
    3. No breach of any provision of this Agreement shall be waived or discharged except with the express written consent of the Parties.
    4. The rights and remedies herein provided are cumulative with, and not exclusive of, any rights or remedies provided by law.
  25. GENERAL
    1. 1 If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the Parties, in which case the entirety of the relevant provision will be deemed to be deleted).
    2. Nothing in this Agreement will constitute a partnership, joint venture or contract of employment between the Parties.
    3. 3 In the case of any ambiguity or inconsistency or conflict between the provisions of these terms and the Appendices these terms shall take precedence over the Appendices.
    4. Each Party agrees to execute (and arrange for the execution of) any documents and do (and arrange for the doing of) any things reasonably within that Party's power, which are necessary to enable the Parties to exercise their rights and fulfil their obligations under this Agreement.
    5. This Agreement is the complete Agreement between the Parties and supersedes any prior oral or written promises, representations or agreement concerning its subject matter. This Agreement may only be amended or supplemented by a writing signed by both Parties. Except as otherwise expressly provided for in this Agreement, this Agreement may be executed in any number of electronic or original counterparts, all of which taken together shall constitute one and the same instrument. A Person who is not a Party to this Agreement shall not have any rights to enforce its terms.
  26. ASSIGNABILITY
    1. Kabridge may assign, transfer or charge its rights and obligations under this Agreement to its Affiliates.
    2. Other than as permitted in clause 25.5, neither Party may assign, transfer or charge its rights and obligations under this Agreement without the prior written consent of the other Party.
  27. THIRD PARTY RIGHTS

    This Agreement is made for the benefit of the Parties and shall be binding upon each of them and their Affiliates. Otherwise, it is not intended to benefit any third party or be enforceable by any third party. The rights of the Parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.

  28. LAW & JURISDICTION

    This Agreement will be governed by and construed in accordance with the laws of England and Wales; and the courts of England will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.

    IN WITNESS whereof this agreement has been executed on the date first above written.

    Signed on behalf of Kabridge Limited

    Signature

    Print Name

    Title:

    Date:

    Signed on behalf of Supplier

    Signature

    Print Name

    Title:

    Date:

APPENDIX A

Supplier Obligations

  1. The Supplier shall supply the details of the availability of its Drivers to Kabridge through its Dispatch System and agrees that such information will be complete, accurate and up-to-date.
  2. PHO, whose registered office is located at XXS (provided address at the time of registration).
    • To enter all data regarding pricing via the Dispatch System with real-time data regarding its fleet and pricing as needed;
    • To ensure that at no time will the Fixed Fare quoted to the User on behalf of the Supplier, via the Kabridge App, differs to the Actual Fare charged (unless Additional Charges apply);
    • The Supplier will not sub contract a Booking to another licensed operator or any other third party;
    • It shall provide details to Kabridge that are needed to complete a pick-up by the vehicle allocated to a journey including their relevant make, model and registration, driver name and contact number. The Supplier needs to make available through the Dispatch System the information needed to notify the User of estimated time of arrival for collection (including Longitude and Latitude coordinates and/or if possible the Supplier calculated estimated time of arrival). The Supplier must, or shall procure that the Driver must, contact the User directly in the event of a difficulty finding the User, or in the event of an extended waiting time, and in all cases before cancelling a Booking due to a User's no show/ lateness in the absence of communication from the User;
    • For pick-ups that require further specific detail as to the exact User location, it is the responsibility of the Supplier to contact the User to ensure clear agreement as to what the exact pick-up location is, including the precise meeting point. Such contact shall always be made in respect of pick-ups at airports and sometimes other venues including railway stations, cruise ports, large events/venues and to agree an alternative pick-up where the User requested location is not safe or legal to use;
    • If the Supplier agrees to a pre-booking more than an hour in advance and then cancels the journey within thirty (30) minutes of the agreed pick-up time an automatic zero star rating will be applied on the Users behalf to that journey which will then be reflected in the overall aggregated rating for that Supplier;
    • When a Driver is en route to a pick-up and new material adverse circumstance arises outside of the Driver’s/Supplier’s control which means the communicated pick-up time/estimated time of arrival is likely to be significantly missed, the Supplier must, or the Supplier shall procure that the Driver must, contact the User to inform them of such delay and explain the delay;
    • It shall notify Kabridge of any future change that may affect its VAT status bundle; and
    • To communicate to Kabridge, both geographically and by vehicle-type, the relevant availability of Drivers.

APPENDIX B

Service Levels: Driver Requirements

  1. In respect of the provision of the Transportation Services, the Supplier warrants and undertakes that each Driver before providing and continuing to provide the Transportation Services shall:
    • Have a valid appropriate vehicle test certificate and ensure that the vehicle is regularly maintained and inspected;
    • Have, all the appropriate licenses, approvals and authority to provide the Transportation Services to the Users and shall maintain such licence(s) and not do anything to be in breach or invalidate the licence(s);
    • Have the legal right to operate the vehicle(s) they use to provide the Transportation Services and that such vehicle(s) meet all relevant safety standards;
    • Have valid tax and insurance cover for their vehicle(s) and the provision of the Transportation
    • Services;

    • Have sufficient knowledge or have a navigational aid of the area to which the Booking relates and will use his/her best endeavours to provide the shortest route between the pickup point and the
    • User’s destination;

    • Subject to the Supplier being entitled to charge a waiting time fee as per the Supplier's terms and conditions (as an Additional Charge), wait for a minimum of ten (10) minutes for the User after the agreed pick-up time at the agreed pick-up location and whilst waiting and immediately after the agreed pick-up time attempt to contact the User, or if the Driver is unable to contact the User he/she shall contact the Supplier to contact the User, using the User’s contact details given at the time of Booking;
    • Appear clean, smart and appropriately dressed;
    • Ensure that the vehicle is clean, tidy and litter free;
    • Drive in accordance with all applicable laws;
    • not drive whilst under the influence of alcohol and/or drugs;
    • Not smoke in his/her vehicle including the use of electronic cigarettes and products;
    • Not carry out or be engaged in any conduct prejudicial to Kabridge;
    • Not discriminate against minorities or those with disabilities or act in any way in contravention of the Equality Act 2010 (in the UK) or equivalent EU legislation;
    • Not threaten, harass or use violence against any User;
    • Not be involved in any criminal activity;
    • Not knowingly involve themselves with any fraudulent action regarding the creation or misuse of credit cards, debit cards or any pre-paid cards;
    • Refrain from using car stereos if reasonably requested by the User to do so.
    • Be conversant in the English language and able to communicate adequately in any given situation with Users; and
    • Not use a mobile phone or handheld device whilst driving unless with a Bluetooth headset or other hands free device and ensure that any communication is kept to a minimum and only when it’s safe to do so.

APPENDIX C

Service Levels: Fleet

The list of vehicles under each class of vehicle is non-exhaustive and may be amended at Kabridge’s discretion.

The Supplier shall ensure that the vehicle type provided to a User is the same vehicle type that was specified and requested by such User. The Supplier may, at its sole discretion, provide a higher classification of vehicle for the completion of the Transportation Services; however, such change shall not result in any increase in the Actual Fare charged to the User for the respective Completed Journey.

If the Supplier wishes to introduce a different/new marque or model that is not listed below in the specified category they should liaise with the Supplier relations department at Kabridgefor approval before offering service with this vehicle.

Saloon Car

Any right hand drive 4 door vehicle of such capacity as to carry a minimum of four passengers (excluding the driver), with provision for one passenger seated beside the driver, and three passengers occupying the rear seats, which shall provide a minimum width of 16 inches for each passenger and shall have adequate luggage space; all luggage to be secure so as not to become a danger in the event of an accident.

Estate Car

A variant of Saloon with its roof extended rearward over a shared passenger and cargo space with access at the back via 5th door instead of trunk lid

Executive car

S Class Mercedes, BMW 7 Series (long wheelbase), Jaguar S Type, Bentley Mulsane, Bentley Flying Spur, Bentley Arnage, Bentley Azure, Bentley Brooklands, Rolls Royce Phantom, Rolls Royce Ghost, Rolls Royce Wraith, Mercedes Maybach, Audi A8,Lexus LS 460, Lexus LS 600hl

MPV

Ford Galaxy, Citroen Grand Picasso, VW Sharan VW Transporter, Mercedes Vito, Mercedes Viano, Renault Traffic, any vehicle capable of carrying 6 passengers or above