1. 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 (“Customer”) and the relevant Careem affiliate of with whom the Customer has signed the Enrollment Form (all or any of the foregoing, “Careem)”).
Careem may amend these Terms from time to time. Amendments will be effective upon Careem’s posting of updated Terms at this location. The Customer’s continued access or use of the Careem Platform after such posting constitutes the Customer’s consent to be bound by these Terms, as amended.
In this Agreement, unless the context otherwise requires, the following words and phrases shall have the following meaning:
“Agreement” means the Enrolment 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;
“Booking” 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 App “means the application developed by or on behalf of Careem as the booking platform for ground based transportation;
“Careem Platform” means Careem’s proprietary software platform that matches independent third party Transport Service Providers authorized by Careem to provide transportation services with users seeking transportation from one location to another, using the Careem mobile and web application and call centre;
“Charges” means the amount payable by Customer to Careem for the supply of the Services under the Agreement, as displayed on the Careem App, unless otherwise agreed by the Parties in writing;
“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, Careems 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;
“Customer” is the corporate customer listed in the Enrollment Form;
“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 Customer and Careem arising out of or in connection with this Agreement;
“Dispute Notice” means a 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 Customer via the Careem Platform;
“End Users” means individuals that that make use of the Driving Services through the Customer’s corporate 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, strikes or other labour disputes, unavailability of materials and/or components, or civil commotion;
“Future Bookings “means any booking that Customer or Customer Personnel makes 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 that Customer or Customer Personnel makes with no advance notice;
Indemnify means the indemnification and holding harmless of one Party by the other against any losses, damages and Claims, of whatsoever nature, which the indemnified party may suffer, incur or sustain arising out of or in connection with a particular Indemnified Event;
“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, 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;
“Personal Information “ means any information relating to an identified or identifiable person being an employee of the Customer who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his physical, physiological, mental, economic, cultural or social identity;
“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 Information;
“Services “means connecting Customers (and End Users) with independent Transport Service Providers in accordance with this Agreement;
“Term” means the period of time running from and including the Agreement Date until the date which is the earlier of: (a) this Agreement being terminated in accordance with its terms, or (b) the period of twelve (12) months from the date of this Agreement;
“Territory” means the territory listed in the Enrollment Form;
“Transport Service Provider” means a third party transport service provider authorised by Careem to provide transportation services to Customer via the Careem Platform from time to time; and
“VAT” means value added tax or any other sales tax or any other similar taxes which may become payable relating to the supply of the Services.
3. Term and Termination
3.1. The Agreement shall enter into force on the Agreement Date and remain in full force and effect for the duration of the Term. The Agreement will automatically renew for successive terms of one (1) year each unless a Party provides a termination notice to the other at least thirty (30) Business Days prior to the expiry of the Term.
3.2. Either Party may terminate this Agreement at any time without cause by providing the other Party with 20 Business Days’ notice.
3.3. Either Party may serve a termination notice to terminate this Agreement with immediate effect if the other Party: (i) commits one or more breaches of this Agreement that is/are not remedied within 20 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 30 Business Days; or (v) ceases to trade or threatens to cease trading.
3.4. 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.
3.5. Notwithstanding any other provision of this Agreement, where either Party terminates this Agreement then Customer shall pay to Careem all outstanding amounts for Services performed in accordance with this Agreement up to and including the termination date.
3.6. 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.
3.7. 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.
4. The Service
4.2. Customer must place any Bookings for its End Users using the Careem Platform.
4.3. The Customer must notify Careem in writing immediately if a registered End User is leaves the Customer’s company.
4.4. In the event of a car breakdown, accident or Transport Service Provider illness, Careem may replace the assigned car or Transport Service Provider.
5. Service Charges
5.1. The Charges that apply for the Service are the rates displayed in the Careem App at the time the Booking is placed.
6. 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 place, 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. Customer acknowledges that if the End User does not arrive at the pickup point within 1 hour 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 and the minimum Charge along with any accrued wait time will be charged.
7. Payment Terms
7.1. In consideration of the Services provided under this Agreement, the Customer will pay Careem the Charges relating to the Customer’s corporate account.
7.2. Careem will invoice the Customer at the end of each calendar month. Customer may dispute (in good faith) the Charges in the invoice within 5 days from receipt of the invoice. Where Careem agrees with the Customer in relation to the disputed Charges, Careem will promptly issue a credit note for the disputed portion. If the whole invoice is disputed, Careem will cancel the invoice and re-issue a correct one.
7.3. Any undisputed Charges must be paid within 30 days of receipt of an invoice. If the Customer fails to pay the invoice within 30 days, interest shall be applied to the late payment at the rate of 4% per annum calculated on a daily basis from the date the Charge became due and payable/from the date of the invoice.
7.4. Customer acknowledges and agrees that at the Agreement Date, any Charges payable to Careem by Customer shall be exclusive of VAT, and/or any other taxes, levies, or duties imposed by taxing authorities, and Customer 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 an invoice at the time Customer is invoiced for any Charges/ income payable to Careem 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, Customer shall bear the cost of any such payments.
8. Indemnified Matters
8.1. Each Party shall Indemnify the other from and against all Direct Losses arising as a result of a negligent act or omission or willful misconduct by it in connection with this Agreement.
8.2. The Customer shall Indemnify Careem from and against all Direct Losses of whatever nature suffered, sustained or incurred, arising in respect of: (i) Customer’s failure to pay the Charges and any other amount under this Agreement; or (ii) any physical loss or damage to 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 Customer’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: Notwithstanding any other terms of this agreement, each Party’s total liability under this Agreement (excluding, for the avoidance of doubt, any payment obligations relating to the Charges pursuant to Clause 7) shall be limited to US$3000.
9.4. Physical damage: Customer accepts liability for damage or loss to 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 Customer’s cost.
9.5. Disclaimer of Liability: Customer 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. Customer understands and accepts that the Careem Platform and Careem’s Application is 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 service or any services requested through the use of the Service or that the Service will be uninterrupted or error-free. Customer agrees that the entire risk arising out of its use of the Careem Platform, and any Service requested or provided in connection therewith, remains solely with the Customer, to the maximum extent permitted under Applicable Law.
10.1. During the Term, Careem will insure and keep itself insurance 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 customer of Careem 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$5,000,000 per any one occurrence.
10.4. Careem may provide to a claims processor or an insurer any necessary information (including the Customer’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.
11. 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 Customer from any payment obligations under this Agreement.
12. 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.
12.2. To the extent that Careem and the Customer agree to carry out any promotional activities promoting the availability of the Services to End User, Careem grants the Customer 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.
13.1. Careem shall keep Customer’s Confidential Information confidential and shall not disclose it to any third party (save where it is a Mandatory Disclosure) without Customer’s prior written consent. Each Party shall use Confidential Information solely in accordance with the performance of its obligations under this Agreement.
13.2. Customer will and procures that End Users will ensure at all times that their allocated user ID and password to Careem booking platform are kept confidential and Customer will inform Careem immediately in the event of any suspected loss or access to such Confidential Information.
13.3. 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.
14. 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.
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.
15. 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: Customer 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: Each Party shall promptly notify the other if it undergoes or is likely to undergo a change in control. Upon receipt of notice and for a further 90 days afterwards, receiving Party shall be free, at its sole election, to terminate this Agreement without any consequences whatsoever.
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: The Enrollment Form, together with these Terms, 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, 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 Customer 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 Customer’s notice email address is that specified on the Enrolment 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.