- Contractual Relationship
These terms and conditions constitute a legal binding Agreement (together with the Enrollment Form, the “Agreement”) between the legal entity set in the Enrollment Form (“Sender” or “you”) and the relevant Careem affiliate with whom the Sender has signed the Enrollment Form (“Careem”, “we”, “us” or “our”).
When ordering the Services, you, as the Sender, are agreeing on your behalf and on behalf of the Recipient of the Product(s) (“Recipient”) and anyone else with an interest in the Product(s) that these Terms and Conditions shall apply.
IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE LICENSED PLATFORM.
- Definitions
“Agreement Date” means the date of signature on the Enrolment Form;
“Applicable Law” means all 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 this Agreement wherever so located or performed;
“Bookings” means a booking for Services made by the Sender via the Licensed Platform for the delivery of one or more Product(s) by a Carrier;
“Breach” means any suspected or actual security breach leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, the Licensed Platform or Personal Data transmitted, stored, or otherwise processed by the Licensed Platform.
“Business Day” means any day other than a weekend, official public holiday or a day when banks are closed for business in the Territory;
“Carrier” means a third-party service provider authorized by Careem to carry out Trips via the Licensed Platform from time to time;
“Charges” means the amount payable by Sender to Careem in consideration of the Services, such amounts being as set out in Enrolment Form as may be updated from time to time;
“Claim” means any claim, action, suit or proceeding asserted by any person;
“COD Prepayment” means a cash payment made to the Sender at the time of pick-up, which must be reimbursed by either the Recipient at the time of delivery or by the Sender in accordance with Clause 3.2.3;
“Confidential Information” means this 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, price lists, Personnel, Carriers, Recipients, suppliers 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;
“Destination Address” means the location indicated by the Sender as the location where a Product is to be received by the Recipient.
“Direct Loss” means any loss or damage of whatever nature that is not Indirect Loss;
“Enrollment Form” means the form signed by the Sender and the Careem for the Sender to be provided with the Services;
“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 act, regulatory changes/actions, war, fire, flood, explosion, pandemics or civil commotion;
“Future Booking” means any Booking made more than 1 hour in advance of the required pick up time;
“Immediate Bookings” means any Booking made within 1 hour of the pick up time;
“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;
“Invoice” means an invoice raised by Careem setting out the Charges to be applied to Sender for the relevant period and any other amounts owing by the Sender to the Careem;
“IPR” 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, trade zone information, customer information 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;
“Minimum Charge” means the Base Charge listed in the Enrolment Form;
“Origin Address” means the location indicated by the Sender as the location where the Product is to be picked up by the Carrier;
“Personal Data” means any data relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.;
“Personnel” means all employees, agents and subcontractors (but excluding Carriers) 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;
“Post-Booking Cancellation Fees” means the Minimum Charge and any additional Charges incurred as a result of the distance travelled and time incurred by the Carrier prior to cancellation, if any;
“Post-Delivery Cancellation Fees” means the Minimum Charge and any additional Charges incurred as a result of the distance travelled and time incurred by the Carrier prior to and/or as a result of such cancellation, including the distance travelled and time incurred by the Carrier to return the Product to the Sender and/or to pick up the COD Prepayment from the Sender. For the avoidance of doubt, the Sender shall also pay the full amount of the COD Prepayment to the Carrier.
“Post-Pick Up Cancellation Fees” means the Minimum Charge and any additional Charges incurred as a result of the distance travelled and time incurred by the Carrier prior to and/or as a result of such cancellation, including the distance travelled and time incurred by the Carrier to return the Product to the Sender and/or to pick up the COD Prepayment from the Sender. For the avoidance of doubt, the Sender shall also pay the full amount of the COD Prepayment to the Carrier.
“Processing” means collecting, holding, using, transferring, destroying and any other dealing in connection with any Personal Data;
“Product” means a product delivered to the Recipient pursuant to a Booking;
“Recipient” means the intended recipient of a Product identified by the Supplier on the Licensed Platform;
“Services” means the Transportation of Products in accordance with this Agreement;
“Storage Period” means any time during which the Product is in a sorting facility managed by Careem;
“Term” means the period in which the Agreement is in effect;
“Territory” means the territory listed in the Enrolment Form;
“Trip” means the movement of Products from the Supplier to the Recipient pursuant to a Booking, including any Storage Period;
“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 in the Territory.
- Sender Bookings
3.1 Restricted Products: The Sender may not use the Licensed Platform for transportation of any of the following products: (i) any item prohibited by law within the Territory; (ii) any car batteries and similar items which contain acid/corrosive materials; (iii) dangerous cargo or substances, including dormant charcoal, explosive, gases, flammable liquid, flammable solid, oxidizing agents and organic peroxides, toxic and infectious substances or radioactive substances, corrosive substances; or (iv) any item which Careem decides cannot be carried. Careem has the right to and may direct Carriers to open and inspect a Product, without notice, for safety, security, customs or other regulatory reasons. The Sender understands and agrees that Careem has the right to cooperate with law enforcement with respect to any Trip, Service or Product, including without limitation opening any Product and providing law enforcement with Personal Data of the Sender and/or the Recipient.
3.2 Bookings: The Sender must make all Bookings via the Licensed Platform. At the time of placing a Booking, the Sender must provide the Origin Address, the Destination Address, the Product’s order number and price, and the Recipient’s contact number.
3.3 Transportation: Trips will be carried out by Carriers. In the event of a vehicle breakdown, accident or driver illness, Careem will replace the assigned car or Carrier subject to availability.
3.4 Packaging requirements: The packaging of the Products is the Sender’s responsibility and Careem and the Carriers accept no responsibility for loss or damage to the Products by inadequate or inappropriate packaging. Carriers may refuse to transport Products due to damaged or defective packaging of a Product.
3.5 COD Prepayment: At its discretion, Careem may offer you a COD Prepayment option capped at the COD Prepayment amount listed in the Enrollment Form. In case of COD Prepayment Bookings, Carrier will: (i) make a COD Prepayment to the Sender at the Origin Address when collecting the Product(s); and (ii) collect the cash equivalent to the COD Prepayment from the Recipient. If the Carrier has made a COD Prepayment but the Recipient refuses to pay the Carrier in full, then the Carrier will not drop off the Product(s) to the Recipient but will return them to the Origin Address. The Sender will repay the COD Prepayment to the Carrier at the time of return of the Product(s). If the Sender fails to repay the COD Prepayment to the Carrier, the Careem will be entitled to pay this amount to the Carrier and the Sender will reimburse the Careem for such amount.
3.6 Booking cancellations: If a Booking is cancelled, the following fees will apply: (a) The Post Booking Cancellation Fees shall apply if: (i) in the event of an Immediate Booking, the relevant Booking is cancelled more than 2 minutes after the relevant Booking is made and before the Carrier has collected the Product from the Sender or (ii) in the event of a Future Booking, the relevant Booking is cancelled less than 45 minutes from when the Products are scheduled to be picked up by the Carrier; (b) If the Booking is cancelled after the Carrier has collected the Product from the Sender and before the Carrier has arrived at the Recipient Location, the Carrier shall return the Product to the Sender and the Post-Pick Up Cancellation Fees shall apply; and (d) If the Carrier arrives at the Recipient Location to deliver the Product and the Carrier is unable to deliver the Product to the Recipient (whether because the Recipient is unavailable, the Recipient refuses to accept delivery of the Product, the Recipient is unable to pay the COD Prepayment in full or for any other reason), the Carrier shall return the Product to the Sender and the Post-Delivery Cancellation Fees shall apply.
3.7 Product acceptance: If the Recipient does not accept the Product (either by refusal or by being unreachable after an attempt to reach the Recipient at the address indicated by the Sender), the Carrier will use reasonable efforts to return the Product to the Sender at Sender’s cost. If the Sender does not accept back the Product, it will be deemed abandoned and Careem may, at its discretion, dispose of, sell or donate the Product and retain the proceeds, without a court order or consent from the Sender, and with no further liability to the Sender.
- Payment Terms
4.1 In consideration of the Services, the Sender will pay the Charges and any COD Prepayment fees claimed by the Careem. Sender shall bear the cost of any VAT payments on the Charges subject to receiving a valid VAT invoice and the cost of any fees due to a regulatory authority with respect to the shipment of Products within the Territory.
4.2 The Charges are payable within thirty (30) days from invoice date to be paid by electronic transfer to Careem’s bank account detailed in the Enrolment Form. Each Party is responsible for paying its own bank charges. In case of late payment, Careem reserves the right to suspend the Service until such time the payment is made.
4.3 Sender will notify Careem within 5 days of the receipt of an Invoice if the Sender, in good faith, considers the invoice (or part thereof) to be incorrect or incorrectly issued. Any undisputed amount remains due. If Careem agrees with Sender on the disputed invoice it will issue a credit note, or where the whole invoice was incorrect, it will cancel the incorrect invoice and reissue a correct invoice. If the Parties are unable to resolve disputes related to invoices in accordance with this Clause, then (and only then) it shall be considered a dispute which is subject to the procedure at Clause 15.
4.4 Sender acknowledges that the Charges may be amended by Careem in the event of introduction of or changes to any applicable fees, toll charges, levies or taxes imposed by a government, state, administrative or regulatory body at a local, federal or national level (“Statutory Charges”). Careem will use its reasonable commercial efforts to notify Sender in advance of such tariff plan amendments being implemented. For the avoidance of doubt, this clause does not grant Careem the right to unilaterally change the Charges unless this is the result of a Statutory Charge.
- Indemnified Matters
5.1 Mutual Indemnification: Each Party shall Indemnify the other from and against Direct Loss suffered, sustained or incurred arising from any gross negligence or willful misconduct by it in connection with this Agreement. A Party will not be liable under this Clause 5.1 to the extent that the loss or damage arises out of or in connection with the Sender’s negligence, willful misconduct or fraudulent conduct or the negligence, willful misconduct, or fraudulent conduct of the other Party’s Personnel.
5.2 Sender Indemnification: Sender will Indemnify and hold Careem harmless for Direct Loss arising out of Sender’s: (i) failure to provide information that is complete and accurate; (ii) use of or attempted use of the Licensed Platform in breach of this Agreement; (iii) failure to obtain all necessary consents in relation to Personal Data provided to Careem; (iv) failure to pay the Charges and any other amount under this Agreement; (v) Sender’s failure to comply with applicable laws and regulations; (vi) Recipient’s failure to pay the COD Prepayment or other due amount relating to any Product; or (vii) any physical loss or damage to the Product(s) prior to pick up by a Carrier.
5.3 Careem Indemnification: Careem will Indemnify and hold Sender harmless from and against third party claims arising directly out of loss or damage to the Product that occurs or arises during a Trip, save for loss or damage to the Product that arises from packaging that is in breach of Clause 3.4 of this Agreement.
5.4 Each Indemnity in this Agreement is a continuing obligation separate and independent from each Party’s other obligations.
- 6. Liability
6.1 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 willful or reckless misconduct; and/or (iii) any liability which cannot be lawfully excluded.
6.2 Liability during Trip: Careem will be liable for any material direct loss of and damage to a Product resulting in such Product not being fit for purpose that occurs or arises during a Trip, save for loss or damage to the Product that arises from packaging that is in breach of Clause 3.4 of this Agreement or is otherwise due to acts of the Sender or of Sender Personnel. Liability in relation to a Product is limited to the lower of: (i) the invoice value of the Product and (ii) an amount of USD100 .
6.3 Indirect Loss: Neither Party shall be liable to the other for any Indirect Loss arising out of or in connection with this Agreement.
6.4 Disclaimer: Customer understands and accepts that the Licensed Platform is provided “as is” and “as available.” Careem makes no representation, warranty or guarantee regarding the reliability or availability of the Licensed Platform, including that the Service will be uninterrupted or error free. Careem disclaims all representations and warranties, express, implied or statutory, not expressly set out in this Agreement. Unless the Parties have expressly agreed on service levels in the Enrollment Form, Careem makes no representation, warranty, or guarantee regarding the reliability, timeliness, quality, suitability or availability of the Service or that the Service will be uninterrupted or error-free.
6.5 In no event will Careem’s liability or indemnification obligations exceed the sum of USD6800.
- Insurance
7.1 During the Term, Careem will maintain cargo liability insurance with a reputable insurance provider.
7.2 Careem will require each Carrier 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 the Territory to cover the legal liability for death, bodily injury or property damage caused by or arising out of use of any vehicle pursuant to the terms of this Agreement. This will be a requirement for Carrier to carry out a Trip on the Licensed Platform and Careem will use its reasonable commercial efforts to cause each Carrier to maintain such insurance.
7.3 Careem may provide to a claims processor or an insurer any necessary information (including your contact information) if there is a complaint, dispute or conflict, which may include a death or injury, involving you, a Sender and/or a third-party transport provider and such information or data is relevant to the complaint, dispute or conflict.
- Termination Rights
8.1 Each of the Parties may terminate this Agreement at any time without cause by serving a termination notice to the other Party giving not less than 30 days’ notice.
8.2 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.
- Consequences of Termination
9.1 Upon receipt of a termination notice, Parties will: (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 if requested by the disclosing Party; and (iii) cease performance of its obligations hereunder in accordance with, and to the extent specified in, the termination notice.
9.2 Notwithstanding any other provision of this Agreement, where either Party terminates this Agreement the Sender must pay to Careem all outstanding amounts for Services performed up to and including the termination date.
9.3 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.
9.4 The provisions of Clauses 5, 6, 9, 11, 12, 13, 14, 15, 16, 17 and 18 survive the termination and / or expiry of this Agreement.
- Force Majeure
10.1 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.
10.2 Without prejudice to any other obligation herein, when notice of a Force Majeure Event is given, the Parties will initiate discussions in good faith to adopt appropriate measures in light of the circumstances. Where a Force Majeure Event lasts for more than 30 business days, then the non-impacted party may terminate this Agreement at its election.
10.3 Each Party bears all costs and expenses that it incurs as a result of the Force Majeure Event.
10.4 A Force Majeure Event does not excuse Sender from any payment obligations under this Agreement.
- IPR
11.1 The IPR 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.
11.2 Careem grants the Sender a nonexclusive and non-transferable right to use the Licensed Platform for the Term solely to place Booking, check the status of the Transportation and verify the Charges.
11.3 Any use by a Party of the other Party’s IPR other than what is contemplated in Clause 11.2 shall be subject to prior written approval from such other Party in advance.
- Confidentiality, Security and Publicity
12.1 Each Party agrees that it will treat all information concerning the other Party which has been provided to it pursuant to the terms of this Agreement, and the terms and existence of this Agreement, as Confidential Information and will not, except as provided in this Agreement, disclose, use or permit the disclosure or use of such information to any third party. The restrictions referred to above will not apply to any Confidential Information to the extent that such information: (i) is already lawfully known to the disclosing Party (ii) is in or comes into the public domain otherwise than as a result of the information directly or indirectly being disclosed by the Recipient in breach of this Agreement or (iii) Mandatory Disclosure.
12.2 The Sender acknowledges that to complete the Transportation, Carriers will have access to certain Confidential Information, including Personal Data. Careem confirms that Carriers are bound by confidentiality provisions.
12.3 Each Party will not use or refer to Sender’s name, trade names or trademarks, including as a commercial reference, press release or public document, without the other Party’s prior express written authorization. Each Party agrees to work with the other Party in good faith to do joint promotional campaigns to promote the relationship of the Parties, provided that any such campaign is subject to the Parties’ prior mutual written agreement.
- Data Protection and Security
13.1 In addition to its general obligations to comply with Applicable Law, including provisions relating to data protection and/or privacy, Careem agrees to only Process Sender’s Personal Data for the purposes of this Agreement.
13.2 Sender will and procures that Sender Personnel will keep confidential the allocated user ID and password to the Licensed Platform and Sender is required to inform Careem immediately in the event of a Breach.
- 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.
- Restrictive Covenants
15.1 During the Term and for twelve (12) months after its termination, the Sender will not directly or indirectly, on its own behalf or in the service or on behalf of others, in any capacity: (i) induce or attempt to induce any Carrier to stop providing services on the Licensed Platform; or (ii) engage any Carrier to provide services that consists of delivery of shipments, save for the permitted hiring set out in Clause 15.2; or (iii) interfere with the business relationships between Careem and the Carriers customers, suppliers or others with whom the Second Party has a business relationships.
15.2 The Sender may engage a Carrier as an employee only if the employment is directly with the Sender.
- Choice of Law and Dispute Resolution
16.1 Choice of Law: This Agreement is governed by and construed in accordance with the laws of the jurisdiction in which the Careem is incorporated, without giving effect to any conflict of law principles, except as may be otherwise provided in supplemental terms applicable to your region.
16.2 Arbitration: 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 the Territory specified in the Enrollment Form. The language of the arbitration shall be English. The number of arbitrators shall be 1 (one). 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.
- Entire Agreement, Amendments and Counterparts
17.1 This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, and all the counterparts together shall constitute a single instrument.
17.2 Any modifications or amendments to this agreement must be in writing and signed by both Parties.
17.3 The Enrollment Form shall constitute an integral part of this Agreement. This Agreement, together with the Enrollment Form, constitutes the entire Agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous Agreements or undertakings regarding such subject matter.
- General
18.1 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.
18.2 Careem may subcontract any of its obligations set out under this Agreement at any time
18.3 Each Party shall promptly notify the other if it undergoes or is likely to undergo a change in control. Upon receipt of notice under this Clause, and for a further 90 days afterwards, the receiving Party shall be free, at its sole election, to terminate this Agreement without any consequences whatsoever.
18.4 Any waiver by a Party of any right under this Agreement must be given in writing.
18.5 If any provision of this Agreement is determined to be invalid, illegal or void by any court or administrative body of competent jurisdiction then the rest of this Agreement shall still remain in full force and effect. Where Clause 17.5 applies, the Parties shall cooperate to promptly amend or replace the affected provision with a new provision that achieves a legal result that is as similar as possible.
17.6 Sender 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.
17.7 This Agreement does not create any rights which are enforceable by any person who is not a Party to this Agreement.
17.8 Any notice or other communication given under or in connection with this Agreement must be in writing. 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.
17.9 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.
