- Contractual Relationship
Please read these terms and conditions carefully. These terms and conditions constitute a legally binding agreement (together with the Enrollment Form, the “Agreement”) between the legal entity set in the Enrollment Form (the “Corporate”) and the relevant Careem company with whom the Corporate has signed the Enrollment Form (all or any of the foregoing, “Careem”).
The Agreement sets forth the terms and conditions under which the Corporate may establish a corporate account for the Services with Careem (the “Corporate Account”). Upon entering into this Agreement, the Corporate will also be given log in credentials and access to Careem’s browser-based online dashboard through which the Corporate can view data relating to past and upcoming Bookings (the “Dashboard”). Careem reserves the right to remove and update features of the Dashboard at any time.
Careem may amend these Terms and Conditions from time to time. Amendments will be effective upon Careem’s posting of updated Terms and Conditions at this location. The Corporate’s continued access or use of the Careem Platform after such posting constitutes the Corporate’s consent to be bound by these Terms and Conditions, as amended.
In this Agreement, unless the context otherwise requires, the following words and phrases shall have the following meaning:
“Administrator” means the individual representative designated by the Corporate to act as an “administrator” with the right to access the Dashboard and separately to make Bookings on behalf of End Users;
“Affiliate” means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest, the majority of the voting rights of such entity, the ability to ensure that the activities and business of that entity are conducted in accordance with the controlling entity’s wishes or the right to receive the majority of the income of that entity on any distribution by it of all of its income or the majority of its assets on a winding up of that entity
“Agreement” means the Enrollment Form and these Terms and Conditions;
“Agreement Date” means the date set in the Enrollment Form;
“Applicable Law” means all applicable national, state, local, municipal legislation, regulations, statutes, by-laws, consents and/or other laws and any other instrument having the force of law as may be issued and in force from time to time (and any amendment or subordinate provisions) relating to or connected with the activities contemplated under the Agreement wherever so located or performed;
“Bookings” means “Future Booking” and/or “Immediate Booking”;
“Business Day” means any day other than a weekend, official public holiday or a day when banks are closed for business in the Territory;
“Careem Platform” means Careem’s proprietary software platform that matches independent third party Transport Service Providers to users seeking transportation from one location to another, using the Careem mobile and web application and call centre;
“Charges” means the amount incurred by the Corporate and End Users for transportation, logistics or other services obtained through the use of the Services, including any applicable tolls, foreign transaction fees, taxes and any other fees or charges that may be due for a particular use of the Services;
“Claim” means any judgment, action, claim, arbitration, proceeding, suit, threat of claim, notice of intent to file claim or demand of any nature howsoever arising and whether present or future, fixed or unascertained, actual or contingent whether at law, in equity, under statute or otherwise made or brought by or against any Party at any time;
“Confidential Information” means the Agreement and all information of any nature which a Party may have or acquire before or after the Agreement Date, however conveyed (whether in writing, verbally or by any other means), which relates to the business, financial performance, technology, operations, price lists, Personnel, Transport Service Providers, Dashboard Data and customers of a Party and its affiliates (whether or not designated as Confidential Information by the disclosing Party), and all information designated as confidential or which ought reasonably to be considered confidential;
“Corporate” means the company defined as such in the Enrollment Form;
“Corporate Account” means these terms and conditions for corporate use of ride hailing platform services under which Corporate may establish a corporate account which Careem makes available to Corporate through the Dashboard as set forth herein.
“Dashboard” means the account that is established by Careem to enable a Corporate to access Careem’s browser-based online dashboard, which includes access to Careem ride hailing services that a Corporate has agreed to utilize through an Enrollment Form.
“Dashboard Data” this may include, without limitation. End Users name together with status, distance, duration, fare amount, service type, trip ID, Charges, and expense memo; driver data (e.g. first name, telephone number, vehicle and license plate)
“Data Security Incident” or “Incident” any suspected or actual security breach leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored, or otherwise processed.
“Direct Loss” means any loss, expense, claim, penalty expenses or equivalent which is suffered, as may directly arise as a result of one Party’s actions or inactions in respect of their obligations under this Agreement;
“Dispute” means any dispute, question or difference of opinion between Corporate and Careem arising out of or in connection with this Agreement;
“Dispute Notice” means a written notice by a Party specifying the existence of a Dispute under or in connection with this Agreement and calling for its resolution;
“Driving Services” means car transportation services provided by a Transport Service Provider to the Corporate via the Careem Platform;
“End Users” means individuals that make use of the Driving Services through the Corporate’s business account;
“Force Majeure Event” means any event or occurrence which prevents a Party from performing any or all of its obligations under this Agreement and which arises from, or is attributable to acts, events, omissions or accidents which are unforeseeable and beyond the reasonable control of the Party so prevented or affected and may include governmental acts or requirements, regulatory changes/actions, war, fire, flood, explosion, terrorism, hackers, cyber-attacks, embargos, epidemics, pandemics, strikes or other labour disputes, unavailability of materials and/or components, or civil commotion;
“Future Bookings” means any booking for Driving Services that the Corporate, the Administrator and/or End Users make more than 1 hour in advance of the required pick up time;
“Good Industry Practice” means the practices, methods and procedures and that degree of skill, diligence, prudence, foresight and judgment which would be expected to be observed by a skilled and experienced Careem engaged in the same or similar activities under the same or similar circumstances;
“Immediate Bookings” means any booking for Driving Services that the Corporate, the Administrator and/or End Users make with no advance notice;
“Indemnify” means the indemnification and holding harmless of one Party by the other against any Direct Losses, damages and Claims, of whatsoever nature, which the indemnified party may suffer, incur or sustain arising;
“Indirect Loss” means all indirect loss of profit, loss of use, loss of revenue, loss of contracts, increased costs and expenses and all indirect, consequential or special loss or damage arising out of or in connection with this Agreement whether or not the possibility of such damage could have been reasonably foreseen;
“Intellectual Property Rights” means patents, inventions (whether patentable or not), copyrights, moral rights, design rights, trade marks, trade names, business names, service marks, brands, logos, service names, trade secrets, know-how, domain names, database rights and any other intellectual property or proprietary rights (whether registered or unregistered and whether in electronic form or otherwise) including rights in computer software, data, and all registrations and applications to register any of the aforesaid items, rights in the nature of the aforesaid items in any country or jurisdiction, any rights in the nature of unfair competition rights and rights to sue for passing off;
“Mandatory Disclosure” means any announcement or disclosure of Confidential Information that a Party is required to make under Applicable Law or as otherwise required by any order of a court of competent jurisdiction;
“Party” means a party to this Agreement (together, the “Parties”);
“Personal Data” means any data or information that relates to an individual and which could, of itself or in combination with other data or information, identify who an individual is “Personnel “means all employees, agents and sub-contractors (but excluding Transport Service Providers) of a Party who are assigned, engaged or otherwise employed from time to time to work in connection with the performance or discharge of a Party’s obligations under this Agreement;
“Processing” means collecting, holding, using, transferring, destroying and any other dealing in connection with Personal Data;
“Services” means making available the Careem Platform, and Careem contact centre such that it enables the Corporate, the Administrator and/or End Users to request ground transportation services to be provided by independent Transport Service Providers;
“Territory” means the territory listed in the Enrollment Form;
“Transport Service Provider” means an independent third party transport service provider authorized by Careem to access the Careem Platform in order to provide transportation services directly to the Corporate after making a Booking via the Careem Platform or by calling the Careem contact centre, from time to time; and
- Term and Termination
3.1. The Agreement shall enter into force on the Agreement Date and remain in full force and effect until terminated in accordance with its terms or until either Party terminates this Agreement at any time without cause by providing the other Party with no less than 20 Business Days’ written notice (the “Term”).
3.2. Either Party may serve a written termination notice to terminate this Agreement with immediate effect (the “Termination Notice”) if the other Party: (i) commits one or more breaches of this Agreement that is/are not remedied within 10 Business Days’ of receipt of a remedial notice to do so; (ii) commits a material breach; (iii) experiences, or is reasonably likely to experience, an insolvency event or similar event; (iv) is prevented from performing its obligations as a result of a Force Majeure Event for a period exceeding 20 Business Days; or (v) ceases to trade or threatens to cease trading.
3.3. Upon receipt of a Termination Notice, the Parties will immediately: (i) take all possible action to mitigate any liabilities which may arise as a result of such termination; (ii) return all Confidential Information to the Party that disclosed such Confidential Information.
3.4. Notwithstanding any other provision of this Agreement, where either Party terminates this Agreement the Corporate shall pay to Careem all incurred Charges up to and including the termination date.
3.5. The termination or expiry of this Agreement shall be without prejudice to the rights and remedies of either Party which may have accrued under this Agreement or Applicable Law up to the date of termination or expiry thereof.
3.6. Upon termination of this Agreement for any reason provisions of this Agreement which either is expressed to survive its termination or from their nature or context it is contemplated that they are to survive such termination, shall remain in full force and effect notwithstanding such termination.
- The Service
4.2. Any Booking for End Users under this Agreement, whether made by the Corporate on behalf of the End Users or by the End Users themselves, must be placed using the Careem Platform or through calling the Careem contact centre.
4.3. The Corporate may appoint Administrators at its discretion.
4.4. Corporate agrees that Careem shall not be responsible for Charges incurred by an End User or Administrator. Corporate shall notify Careem promptly upon discovery of fraudulent or unpermitted activity occurring under Corporate’s account.
4.5. The Corporate must notify Careem immediately if the Administrator or a registered End User leaves the Corporate’s company. The Corporate can do this by either removing the Administrator and/or End Users through their online Corporate Account or by calling the Careem contact centre.
4.6. In the event of a car breakdown, accident or Transport Service Provider illness, the Corporate accepts that a replacement independent Transport Service Provider may be assigned to a Booking.
4.7 The Corporate agrees to (a) provide to Careem any End User Personal Data strictly in accordance with Applicable Law; (b) maintain all Dashboard login credentials in confidence, (c) only permit an authorized Administrator to access the Dashboard, and (d) update as necessary all information of the lead Administrator and other authorized Administrators to ensure that it is current, accurate, and complete. The Corporate shall be responsible for all activity that occurs under its Dashboard login credentials.
5.1. The Charges that apply for the Booking are the rates displayed through the Careem Platform at the time the Booking is placed. The Charges may be subject to price changes at any time, including without limitation, occasional increases during periods of high demand. The Corporate acknowledges and agrees that it shall be responsible for any Charges incurred including due to fraudulent or unpermitted activity through use of the Corporate’s Corporate Account to access the Services. The Corporate agrees that it is responsible for all Charges incurred by End Users and Administrators via the Corporate Account, regardless of whether or not such Charges were authorized by the Corporate.
- Booking Cancellations
6.1. For Immediate Bookings, the following cancellation terms apply: (i) if the Booking is cancelled before the Transport Service Provider is assigned, or within 2 minutes of the Booking being placed, no Charge will be payable; (ii) if the Booking is cancelled after the Transport Service Provider is assigned but before the Transport Service Provider arrives at the pick-up location, the minimum Charge applicable for the Booking will be charged; (iii) if the Booking is cancelled after the Transport Service Provider has arrived at the pick-up location, the minimum Charge applicable for the Booking and any wait time that has accrued will be charged.
6.2. In the case of Future Bookings, the following cancellation terms applies: (i) if a Future Booking is cancelled more than 2 hours prior to the agreed pick-up time, no Charge will apply; and (ii) if a Future Booking is cancelled less than 2 hours prior to the agreed pick-up time and a Transport Service Provider has been assigned, the minimum Charge for the Booking will be charged.
6.3. The Corporate acknowledges that if the End User does not arrive at the pickup point within 20 minutes after the assigned pickup time, the Transport Service Provider will first attempt to contact the End User. If the Transport Service Provider is unable to contact the End User, Careem may cancel the Booking on behalf of the Transport Service Provider and the minimum Charge along with any accrued wait time will be charged.
- Payment Terms
7.1. The Corporate will pay to Careem the Charges relating to its Corporate Account.7.2 Careem will send a payment statement to the Corporate at the end of each calendar month. The Corporate may dispute (in good faith) the Charges in the payment statement within 5 days from receipt of the payment statement. Where Careem agrees with the Corporate in relation to the disputed Charges, Careem will promptly issue a credit note for the disputed portion. If the whole payment statement is disputed, Careem will cancel the payment statement and re-issue a correct one.
7.2. Any undisputed Charges must be paid within 30 days of receipt of a payment statement. Careem reserves the right to suspend/terminate the use of the Careem Platform and/or Dashboard by the Corporate in the event of delayed payment or non-payment of any relevant payment statement.
7.3. Corporate acknowledges and agrees that at the Agreement Date, unless otherwise stated on a tax invoice or similar document, any Charges payable to Careem as collection agent for the Transport Service Providers by the Corporate shall be inclusive of VAT, and/or any other taxes, levies, or duties imposed by taxing authorities, and the Corporate will be responsible for payment of all such taxes, levies, or duties (excluding taxes based on Careem’s income), even if such amounts are not listed on a payment statement at the time the Corporate is billed for any Charges/ income payable to Careem (as collection agent for the Transport Service Providers) with respect to which the taxes are due. Where VAT (and/or any other taxes, levies, or duties imposed by taxing authorities), is implemented or determined to be applicable in the future, the Corporate shall bear the cost of any such payments.
- Indemnified Matters
8.1. Each Party shall Indemnify the other in respect of any negligent act or omission or willful misconduct by it in connection with this Agreement.
8.2. The Corporate shall Indemnify Careem in respect of: (i) the Corporate’s failure to pay the Charges and any other amount under this Agreement; or (ii) any physical loss or damage to a Transport Service Provider’s assets caused by the End Users.
8.3. Each indemnity in this Agreement is a continuing obligation separate and independent from each Party’s other obligations. Careem shall not be liable under this Clause to the extent that the Claim and/or Direct Loss arises out of or in connection with the Corporate’s negligence, willful misconduct or fraudulent conduct or the negligence, willful misconduct, or fraudulent conduct of its Personnel.
9.1. Liability not limited: Nothing in this Agreement shall exclude or limit either Party’s liability to the other in relation to: (i) death or personal injury caused by negligence or wilful or reckless misconduct of that Party; (ii) any fraud or fraudulent misrepresentation of that Party; and/or (iii) any liability which cannot be lawfully excluded by that Party.
9.2. Indirect Loss: Neither Party shall be liable to the other for any Indirect Loss arising out of or in connection with this Agreement.
9.3. Cap on Liability: Excluding any payment obligations of the Corporate relating to the Charges, any liability arising pursuant to Clause 9.4 below, and/or any liability on either Party arising pursuant to Clause 9.1, each Party’s total liability under this Agreement shall be limited to US$3,000.
9.4. Physical damage: The Corporate accepts liability for any damage or loss to a Transport Service Provider’s physical property and/or equipment arising from the acts or omissions of End Users. Any loss claimed by Careem in relation to damage caused by End Users to its, or a Transport Service Provider’s, physical property and/or equipment shall be calculated on a replace as new basis save where the damage can be rectified, in which case, it shall be rectified at the Corporate’s cost.
9.5. DISCLAIMER OF LIABILITY: THE CORPORATE UNDERSTANDS AND ACCEPTS THAT CAREEM DOES NOT PROVIDE TRANSPORTATION OR LOGISTICS SERVICES OR FUNCTION AS A TRANSPORTATION CARRIER AND THAT ALL SUCH TRANSPORTATION OR LOGISTICS SERVICES ARE PROVIDED BY INDEPENDENT THIRD PARTY CONTRACTORS WHO ARE NOT EMPLOYED BY CAREEM OR ANY OF ITS AFFILIATES. THE CORPORATE UNDERSTANDS AND ACCEPTS THAT THE CAREEM PLATFORM, THE CAREEM APP AND THE DASHBOARD ARE PROVIDED “AS IS” AND “AS AVAILABLE.” CAREEM DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, NOT EXPRESSLY SET OUT IN THIS AGREEMENT, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, CAREEM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF CAREEM SERVICES, OR ANY SERVICES REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. THE CORPORATE AGREES THAT THE ENTIRE RISK ARISING OUT OF ITS USE OF THE CAREEM PLATFORM, THE DASHBOARD AND ANY SERVICE REQUESTED OR PROVIDED IN CONNECTION THEREWITH, REMAINS SOLELY WITH THE CORPORATE TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
10.1. During the Term, Careem will insure and keep itself insured with a reputable insurance provider as is required by Applicable Law and as is customary in accordance with Good Industry Practice.
10.2. Careem shall cause each Transport Service Provider, on the date approved by Careem to provide Driving Services, to take at their own cost and expense, motor vehicle third party legal liability insurance for a limit not less than the local statutory minimum requirements in each country, state, province or other local municipality to cover the legal liability for death, bodily injury or property damage to any passengers caused by or arising out of use of any vehicle pursuant to the terms of this Agreement, and Careem shall use its best efforts to cause each Transport Service Provider to maintain such insurance from time to time.
10.3. Careem shall maintain at its own cost and expense a master liability insurance covering the legal liability of Careem for death, bodily injury or property damage to any third party riding in a vehicle fulfilling a Booking made via the Careem Platform for the full limit of cover maintained by Careem at any point of time during the Term which in any case shall not be less than US$2,000,000 per any one occurrence.
10.4. Careem may provide to a claims processor or an insurer any necessary information (including the Corporate’s or End User’s contact information) if there is a complaint, dispute or conflict, which may include a death or injury, involving an End User and/or a third-party transport provider and such information or data is relevant to the complaint, dispute or conflict.
- Force Majeure
11.1 No Party shall be liable to the other for any delay or non-performance of its obligations under this Agreement arising as a direct result of a Force Majeure Event.
11.2. Without prejudice to any other obligation herein, when notice of a Force Majeure Event is given, the Parties shall initiate discussions in good faith with a view to adopting appropriate measures in light of the circumstances.
11.3. Where a Force Majeure Event, lasts for more than 30 Business Days then the non-impacted party may terminate this Agreement by providing the other party written notice.
11.4. Each Party shall bear all costs and expenses that it incurs as a result of the Force Majeure Event.
11.5. A Force Majeure Event shall not excuse the Corporate from any payment obligations under this Agreement.
- Intellectual Property Rights
12.1. The Intellectual Property Rights owned by a Party before the Agreement Date and made available to the other Party under or in the connection with this Agreement shall remain the absolute property of the granting Party. Careem and its Affiliates are and shall remain the owners of all right, title and interest in and to the Careem Platform, the Dashboard and the Services, including any updates, enhancements and new versions thereof, all data related to the use of the Services, and all related documentation and materials provided or made available to the Corporate or any proposed or current End User in connection with this Agreement.
12.2. To the extent that Careem and the Corporate agree to carry out any promotional activities promoting the availability of the Services to End Users, Careem grants the Corporate a non-exclusive, non-transferable licence to display Careem logos and/or other trademarks during the Term and solely for the purposes of promoting the availability of the Services to End Users. Any use of the Careem logos and/or other trademarks must be pre-approved by Careem before their use.
12.3. The Corporate agrees to use the Careem Platform and Dashboard solely as set forth in this Agreement. The Corporate shall not, and shall not authorize others to, (a) decompile, disassemble, reverse engineer or otherwise attempt to derive the source code or underlying technology, methodologies or algorithms of the Careem Platform, the Dashboard and/or the Services, except to the extent allowed by Applicable Law, (b) sublicense, lease, rent, sell, give access to, or otherwise transfer or provide the Careem Platform or the Dashboard to any unaffiliated third party, and (c) upcharge, increase or otherwise modify the Charges for any usage of the Service.
- Confidentiality and Data Security
13.1. Each Party shall use Confidential Information solely in accordance with the performance of its obligations under this Agreement. In the case of Dashboard Data, Clause 13.2(i) governs the Corporate’s use of such data.
13.2. Careem shall keep the Corporate’s Confidential Information confidential and shall not disclose it to any third party (save where it is a Mandatory Disclosure) without Corporate’s prior written consent. Each Party shall use Confidential Information solely in accordance with the performance of its obligations under this Agreement.
13.3. The Corporate shall keep Careem’s Confidential Information confidential and shall not disclose it to any third party (save where it is a Mandatory Disclosure, in that case the Corporate shall notify Careem with such to the extent permitted by the Applicable Law), without Careem’s prior written consent. The Corporate agrees that any Dashboard Data is Careem’s Confidential Information.
13.4. With respect to Dashboard Data, the Corporate will: (i) only use Dashboard Data to place, review or modify Bookings, to manage access control, or for billing purposes; (ii) promptly inform Careem in writing (if lawful to do so) if it receives any correspondence or request for information from a supervisory authority in relation to the Personal Data and provide such reasonable assistance to Careem in order to respond to such supervisory authority; and (iii) take and implement the appropriate technical and organizational security and confidentiality measures to ensure the security and confidentiality of the Personal Data. If the Corporate learns or has reason to believe that a Data Security Incident has occurred with respect to Dashboard Data, the Corporate must: (i) promptly notify Careem in writing; (ii) take such actions as may be necessary to minimize the effects of the Incident; (iii) document and make available to Careem the documentation on the Incident, including documentation on the compromised or potentially compromised data subjects, duration of the Incident and its expected consequences; and (v) cooperate with Careem and take all measures as necessary to prevent future Breaches from occurring.
13.5. The Corporate will, and shall procure that End Users will, ensure at all times that their allocated user ID and password to Careem booking platform are kept confidential and the Corporate will inform Careem immediately in the event of any suspected loss or access to such Confidential Information.
13.6. Neither Party shall issue any press release nor other public document about the entering into of this Agreement or its content without the prior written approval of the other Party. This Clause shall not apply to any announcement, public statement or circular by any Party required by Applicable Law (including by way of a Mandatory Disclosure) or any announcement, public statement or circular agreed upon by the Parties in writing.
- Disputes and Arbitration
14.1. If there is a Dispute (or an invoice subject to a Dispute cannot be resolved first by reference to Clause 7) a Party may give to the other Party a Dispute Notice. If the Dispute is not resolved within 10 Business Days after a Dispute Notice is given to the other Party, each Party must nominate one representative from its senior management to resolve the Dispute. If the Dispute is not resolved within 30 Business Days of the Dispute being referred to senior management, then either Party may refer the Dispute to be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said rules. The seat or legal place of the arbitration shall be Dubai. The language of the arbitration shall be English.
[Kingdom of Saudia Arabia]
14.1 This Agreement/Contract shall be governed by and construed in accordance with the laws of the Kingdom of Saudi Arabia.
Any disputes, claims or controversies arising out of, relating to or in connection with the present contract, including any question regarding its formation, existence, validity, enforceability, performance, interpretation, breach or termination, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said rules. The seat or legal place of the arbitration shall be Riyadh. The language of the arbitration shall be English.
14.1 All disputes / misunderstanding related to this Agreement shall be settled amicably between the Parties through mutual consultation. In case the dispute is not settled through mutual consultation, all disputes arising out of or in connection with this Agreement shall be referred to and finally resolved by arbitration in accordance with the Rules of Arbitration of the Cairo Regional Centre for International Commercial Arbitration (“CRCICA Rules”). The number of arbitrators shall be 3 (three). Each Party shall appoint 1 (one) arbitrator, and the 2 (two) arbitrators appointed by the Parties shall, together appoint the 3rd (third) arbitrator in accordance with the CRCICA Rules. The seat and place of arbitration shall be Cairo, Egypt and the language to be used in the arbitral proceedings shall be the English language. The award shall be final and binding on the parties and may be enforced in any court of law of competent jurisdiction.
14.1 All disputes / misunderstanding related to this Agreement shall be settled amicably between the Parties through mutual consultation. In case the dispute is not settled through mutual consultation, all disputes arising out of or in connection with this Agreement shall be referred to and finally resolved by arbitration under the Arbitration Act, 1940, which shall be deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be Karachi, Pakistan. The language to be used in the arbitration shall be English. The governing law of the contract shall be the substantive law of Pakistan. Unless otherwise determined by the arbitrator, each Party to the dispute will bear all of its own costs incurred in connection with the arbitration, and each Party to the dispute will contribute equally towards the fees and other costs of the arbitrator.
14.2. During the existence of any Dispute, each Party shall (and shall procure that its Personnel shall): (i) continue to perform all of its obligations under this Agreement without prejudice to its position in respect of such Dispute, unless the Parties otherwise agree; and (ii) act in good faith and in a fair and equitable manner in accordance with Good Industry Practice with a view to resolving the Dispute without the requirement for formal proceedings.
14.3. Nothing in this Clause prevents a Party from seeking any urgent interlocutory relief which may be required in relation to this Agreement.
- General Provisions
15.1. Reputation: Neither Party shall do anything, or engage in any activity, which is likely to adversely affect, or damage, the other Party’s good name and/or reputation.
15.2. Relationship between the Parties: The Corporate and Careem are and shall remain independent Parties. Nothing in this Agreement shall be construed to make either Party an agent, employee, franchisee, joint venture or legal representative of the other Party. Neither Party shall have, or represent itself to have, any authority to bind the other Party or act on its behalf.
15.3. Sub-contracting: Careem may sub-contract any of its obligations set out under this Agreement at any time.
15.4. Change of Control: The Corporate shall promptly notify Careem if it undergoes or is likely to undergo a change in control.
15.5. Rights of Third Parties: This Agreement does not create any rights which are enforceable by any person who is not a Party to this Agreement.
15.6. Entire Agreement and Amendments: This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. In the event of a conflict between the Enrollment Form and these Terms and Conditions, the Enrollment Form prevails. Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
15.7. Waivers: The failure of either party to enforce or to exercise at any time or for any period of time any term of or any right pursuant to this Agreement does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect that Party’s right later to enforce or to exercise it.
15.8. Severability and Illegality: If any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision. 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 this Agreement.
15.9. Notices: Any notice or other communication given under or in connection with this Agreement must be in writing. Any notice from the Corporate to Careem (other than in legal proceedings, in which case notices shall be sent by registered mail to the address of the party) to be delivered under the Agreement must be sent by email to the email addresses provided below for each Party: email@example.com. The Corporate’s notice email address is that specified on the Enrollment Form. A notice or other communication by email shall be deemed to have been received one Business Day after transmission. Any notice or communication which is not delivered on a Business Day, or which is delivered after 5pm (local time of the recipient) on a Business Day shall be deemed to have been delivered on the next Business Day.
15.10. Governing Language: This Agreement is drawn up in the English language and the English language version of this Agreement shall always prevail over any translation. This Agreement shall be construed, interpreted and administered in English. All documents and/or notices documents provided under this Agreement must be in English or accompanied by a certified English translation.
15.11. Cumulative Rights: Unless otherwise stated, the rights and remedies of a Party under this Agreement do not exclude any other right or remedy provided by Applicable Law.
15.12. Assignment: Each Party may assign, transfer or deal in any way with its rights under this Agreement including to an Affiliate or any third party in connection with an outsourcing transaction.