Terms of Service – Careem for Business

Terms of Service

  1. Contractual Relationship

These terms of service constitute a legally binding agreement (the “Agreement”) between you and Careem Inc., a company with its registered office at P.O. Box 146, Road Town, Tortola, British Virgin Islands (Registration number 1723752) (“Careem”, “we”, “us” or “our”), by which expression includes our legal representatives, administrators, successors-in-interest, permitted assigns and affiliates (“Affiliates”).

This Agreement governs your receipt of services from Careem (“Careem Services”). In many jurisdictions, the right to operate the Careem application, website, call centre and technology platform (collectively, the “Careem Platform”) is licensed by Careem Inc. to its relevant Affiliates. Accordingly, the entity to whom you shall provide Vendor Services and/or from whom you shall receive Careem Services, as applicable, may be such relevant Affiliate.  Where no Affiliate exists in your jurisdiction, the relevant entity to whom you shall provide Vendor Services and/or from whom you shall receive Careem Services, as applicable, shall be the Affiliate in the United Arab Emirates, Careem Networks FZ-LLC.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE RECEIVING CAREEM SERVICES FROM CAREEM. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT, RECEIVE CAREEM SERVICES.

Your receipt of Careem Services constitutes your agreement to be bound by this Agreement, which establishes a contractual relationship between you and Careem. Careem may immediately terminate this Agreement with you, and/or generally cease providing the Careem Services to you at any time for any reason without notice.

If applicable, supplemental terms shall apply to your use of the Careem Platform (including Careem’s Terms of Use located at https://www.careem.com) and other supplemental terms may also apply to other Careem Services. Such supplemental terms are in addition to, and shall be deemed a part of, this Agreement. Supplemental terms shall prevail over this Agreement in the event of a conflict with respect to the applicable Careem Services.

Our collection and use of personal information in connection with the Careem Platform and/or any Careem Service is as provided in Careem’s Privacy Policy located at https://www.careem.com.

Careem may amend this Agreement from time to time. Amendments will be effective upon Careem’s posting of an updated Agreement at this location or the amended policies or supplemental terms on an applicable Careem Service. Your continued receipt of the Careem Services after such posting constitutes your consent to be bound by this Agreement, as amended.

  1. The Careem Platform

YOU ACKNOWLEDGE THAT NEITHER CAREEM NOR ITS AFFILIATES PROVIDE TRANSPORTATION, GOODS OR LOGISTICS SERVICES OR FUNCTION AS A TRANSPORTATION, GOODS OR LOGISTICS CARRIER OR A TRANSPORTATION, GOODS OR LOGISTICS SERVICE PROVIDER OWN ANY VEHICLES FOR TRANSPORTATION, GOODS OR LOGISTICS AND THAT ALL SUCH SERVICES ARE PROVIDED BY INDEPENDENT THIRD PARTY CONTRACTORS WHO ARE NOT EMPLOYED BY CAREEM OR ANY OF ITS AFFILIATES.

  1. Handling of Personal Data

If you or your personnel process personal data on behalf of Careem or in connection with any service, then you shall, and shall procure that your personnel shall: (a) process such data solely in accordance with Careem’s instructions from time to time; and (b) adopt and maintain appropriate security measures for processing data, both in terms of the technology used and how it is managed and to protect against unauthorised or unlawful processing of data and against accidental loss or destruction of, or damage to, the data.

 

  1. Anti-bribery

 

You represent, warrant and undertake that you shall comply with all applicable anti-bribery and corruption laws, rules, regulations, of your jurisdiction of incorporation and the jurisdiction of Careem and the relevant Affiliate, if any (including any provincial legislation and regulations). In addition, you represent, warrant and undertake that you shall take no action which would subject Careem or any of its Affiliates to fines or penalties under such laws, rules, or regulations  and shall indemnify Careem against all liabilities, costs, expenses, damages, and losses (including any direct, indirect, and consequential losses, loss of reputation, and all interest, penalties, and legal and other reasonable professional costs and expenses) suffered or incurred by Careem arising out of or in connection with a breach of such undertaking.

 

  1. Representations

 

You represent and warrant that (a) you are duly organized, validly existing and in good standing under your jurisdiction of incorporation and that you have the authority to carry on your business as conducted; and (b) you know of no charges, actions, suits, proceedings, agreements, actual or threatened which would impair you from performing your obligations under this Agreement.

  1. Fees

If you receive any Careem Services, you shall pay any related fees owed to Careem within 30 days of receipt of a duly submitted invoice from Careem.  Each party shall be responsible for paying its own bank charges.

If you fail to pay any fees owed to Careem on time, then interest shall be applied by Careem to such late payment at the rate of 4 percent per annum calculated on a daily basis from the date such fees became due and payable/from the date of the invoice.

You shall account and be liable for your own taxes, including but not limited to any taxes on your income, assets or employees.

  1. Disclaimers

DISCLAIMER.

THE CAREEM PLATFORM AND CAREEM SERVICES 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 THE CAREEM PLATFORM, CAREEM SERVICES OR ANY OTHER SERVICES REQUESTED THROUGH THE USE OF THE CAREEM PLATFORM, OR THAT THE CAREEM PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE. CAREEM AND ITS AFFILIATES DO NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF CAPTAINS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE CAREEM PLATFORM AND CAREEM SERVICES, AND ANY SERVICE REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

  1. Choice of Laws and Dispute Resolution

Choice of Law.

This Agreement is governed by and construed in accordance with the laws of the jurisdiction in which the relevant Affiliate is incorporated, without giving effect to any conflict of law principles, except as may be otherwise provided in supplemental terms applicable to your region.

Arbitration.

You agree that any dispute, claim or controversy (“Dispute”) arising out of or relating to this Agreement (including the breach, termination, enforcement, interpretation or validity thereof) and/or arising out of or relating to any services provided by you to Careem or received by you from Careem or the use of the Careem Platform or any Careem Services (collectively, “Disputes”) will be settled by binding arbitration between you and any relevant Affiliate in your jurisdiction, or between you and Careem Networks FZ-LLC if no other Affiliate is incorporated in your jurisdiction, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights and except as otherwise set forth in this Clause. You acknowledge and agree that you and Careem are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class action or representative proceeding. Further, unless both you and the relevant Affiliate otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of this Agreement.  This “Dispute Resolution” section applies to all Disputes (as defined below) between you and Careem and/or any of its Affiliates.

Arbitration Process and Rules.

Any Dispute shall be referred to and shall be exclusively and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (“ICC Arbitration Rules”). The ICC Rules’ Emergency Arbitrator provisions are excluded. The Dispute shall be resolved by one (1) arbitrator to be appointed in accordance with the ICC Rules. The place of both mediation and arbitration shall be in the city in which the applicable Affiliate with which you have a Dispute has its registered office. The language of the mediation and/or arbitration shall be English, unless you do not speak English, in which case the mediation and/or arbitration shall be conducted in both English and your native language. The existence and content of the mediation and arbitration proceedings, including documents and briefs submitted by the parties, correspondence from and to the International Chamber of Commerce, correspondence from the mediator, and correspondence, orders and awards issued by the sole arbitrator, shall remain strictly confidential and shall not be disclosed to any third party without the express written consent from the other party unless: (i) the disclosure to the third party is reasonably required in the context of conducting the mediation or arbitration proceedings; and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein.

Careem’s Election of Your Jurisdiction and Local Law.

Notwithstanding the above, at any time, Careem shall have, at its sole discretion, the right to irrevocably elect that the courts of your jurisdiction in the city of your incorporation or in the city where your offices are located shall have exclusive jurisdiction to finally settle any Dispute.  In the event thereof, this Agreement shall be governed by and construed in accordance with the laws of that jurisdiction, without giving effect to any conflict of law principles.

  1. Other Provisions

Notice.

Careem may give notice by means of a general notice on the Careem Platform, electronic mail to your email address, or by written communication sent to your address as provided to Careem. You may give notice to Careem by written communication to Careem’s email address at legal@careem.com.

General.

You may not assign or transfer your rights under this Agreement in whole or in part without Careem’s prior written approval. You give your approval to Careem for it to assign or transfer its rights and obligations under this Agreement in whole or in part, including to: (i) a subsidiary or affiliate; (ii) an acquirer of Careem’s equity, business or assets; or (iii) a successor by merger. No joint venture, partnership, employment or agency relationship exists between you, Careem or any Captain as a result of the contract between you and Careem or use of the Careem Platform.

If any provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of this Agreement but the legality, validity and enforceability of the other provisions in this Agreement shall not be affected. In that event, the parties shall replace the illegal, invalid or unenforceable provision or part thereof with a provision or part thereof that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable provision or part thereof, given the contents and purpose of this Agreement. This Agreement 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.

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