Limo provider services terms and conditions

Important Notes:

• Careem Networks FZ-LLC and its Affiliates are wholly owned subsidiaries of Uber Technologies, Inc.
• Careem Networks FZ-LLC and its subsidiaries offer their ride hailing services on an intermediation platform made available by Careem Deliveries FZ-LLC (respectively the “Careem Platform” and “Careem Technologies”).
• Careem Technologies, as the provider of the Careem Platform will host the Careem Rides ride hailing services on the Careem Platform. Careem Technologies is not part of the Uber group.

1. Contractual Relationship

Please read these terms and conditions (the “Terms and Conditions”) carefully. These terms and conditions constitute a legally binding agreement (together with the Enrollment Form, the “Agreement”) between the relevant Careem Rides entity set in the Enrollment Form (“Careem Rides” also referred to as “we”, “us” or ‘our”) and the Limo Provider mentioned in the Enrolment Form that is either:

(i) an independent company in the business of providing transportation services; or

(ii) a fleet partner, being either an individual, a sole proprietorship or any other corporate entity facilitating the provision of transportation services through drivers who are contracted by such fleet partner,

using the Careem Rides Service under a licence from Careem Rides (in either case “Limo Provider”).

Careem Rides procures and facilitates the provision of the Careem Rides Services for the purpose of providing lead generation services to a Limo Provider and its Drivers. The Careem Rides Services enable a Limo Provider or a Limo Provider’s Drivers to seek, receive and fulfill requests for transportation services from an authorized User (all capitalized terms as defined below).

The Limo Provider desires to enter into the Agreement for the purpose of accessing and using the Careem Rides Services to enhance its business.

Limo Provider acknowledges and agrees that Careem Rides is a technology services provider that does not provide transportation services, function as a transportation carrier, nor operate as an agent for the transportation of passengers.

General Community Guidelines applicable to all users of the Careem Rides Services are located here and are considered an integral part of the Agreement.

These Terms and Conditions supersede any prior terms and conditions issued by Careem Rides. Careem Rides may immediately terminate the Agreement with respect to you, or generally cease offering or deny access to the Careem Rides Services or any portion thereof, at any time for any reason without notice.

2. Definitions

   1. “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 of such entity to ensure that the activities and business of that Affiliate are conducted in accordance with the wishes of that entity or the right to receive the majority of the income of that Affiliate on any distribution by it of all of its income or the majority of its assets on a winding up.
   2. “Applicable Laws” means all applicable federal, provincial and local laws, statues, regulations, rules, orders, court rulings, administrative pronouncements, supervisory pronouncements, supervisory requirements, directors, circulars, opinions, interpretive letters and any other official and legally binding release of any applicable governmental authority.
   3. “Captain ID” means the identification and password key assigned by the Careem Platform to the Driver that enables the Driver to use and access the Careem Captain App.
   4. “Careem Captain App” means the mobile application made available by Careem Technologies that enables Drivers to access the Careem Rides Services for the purpose of seeking, receiving and fulfilling on-demand requests for Transportation Services by Users, as may be updated or modified by Careem Technologies at its discretion from time to time.
   5. “Careem Rides Group” means, collectively, Careem Networks FZ LLC  and its Affiliates including but not limited to Uber Technologies Inc.  and its respective Affiliates.
   6. “Careem Wallet” means the stored value wallet made available to a User by Careem Technologies or its Affiliates through the Careem Platform and in accordance with the terms of use of the Careem Platform and if applicable the specific terms of use for the Careem Wallet (if any).
   7. “Careem Wallet Payment” means the cash amount that a User opts to apply in respect of some or all of the User’s cash change, as a Careem Wallet Payment to a Driver upon completion of a Transportation Service.
   8. “Careem Platform” means collectively the Careem Captain App, the Careem Everything app, Careem Technologies’ website, Careem Technologies’ call centre and any other technology platform provided by Careem Technologies or its Affiliates through which the Careem Rides Services are made available.
   9. “Careem Rides Services” means the electronic services rendered by Careem Rides through the Careem Platform, being on-demand intermediary and related services that enable Limo Providers and Limo Providers’ Drivers to seek, receive and fulfill on demand requests for Transportation Services by Users seeking such services.
   10. “Careem Rides Data” means all data related to the access and use of the Careem Rides Services hereunder, including all data related to Users (including User Information), all data related to the provision of Transportation Services via the Careem Rides Services and the Careem Captain App, and the Captain ID.
   11. “Confidential Information” means all business, User, financial, billing, business model and technical information or any information marked by the Careem Rides as confidential or any information which a reasonable person would understand to be confidential.
   12. “Device” means a mobile device owned or controlled by the Driver: (a) that meets the then-current Careem Platform’s specifications for mobile devices; and (b) on which the Careem Captain App has been installed as authorized by Careem Technologies.
   13. “Driver” means a principal, employee or contractor of the Limo Provider (a) who satisfies the then current driver requirements set out by Careem Rides to be an active driver using the Careem Rides Services; (b) who has entered into the Careem Rides’ Captain Agreement for Ride Hailing Services with the relevant Careem Rides entity; and (c) who has been authorized by Careem Rides to access the Careem Captain App and the Careem Rides Services to provide Transportation Services to Users connected through the Careem Platform.
   14. “Driver Agreement” means the agreement between the Limo Provider and each of its Drivers prior to such Driver providing Transportation Services through the Careem Rides Services and which shall reflect the Drivers’ obligations as set out in these Terms and Conditions.
   15. “Enrollment Form” means the enrollment form entered into by Careem Rides and the Limo Provider in connection with the Careem Rides Services.
   16. “Fare” has the meaning set out in Clause 7.1(a).
   17. “Group” means in relation to any person, that person and any company which is from time to time a subsidiary or holding company of that person or a subsidiary of any such holding company.
   18. “Losses” means all losses, liabilities, damages, fines, towing and impound fees, liens and claims, and all related costs, expenses and other charges suffered or incurred as a result of or in connection with a claim (including reasonable attorneys’ fees, court costs and disbursements at trial or on any appeal, reasonable costs of investigation, litigation, settlement and judgment, and any taxes, fines, interest and penalties with respect to any of the foregoing.
   19. “Personal Data” means the personal data processed by the Limo Provider in connection with the Agreement.
   20. “Service Fee” means the sum charged and due to Careem Rides in consideration of the Careem Rides Services, as notified to you via email or otherwise made available electronically by Careem Rides from time to time for the applicable Territory as further described in Clause 5.7.
   21. “Territory” means the country in which Limo Provider and its Drivers are enabled by the Careem Captain App to receive requests forTransportation Services.
   22. “Tolls” means any applicable road, bridge, ferry, tunnel and airport charges and fees, including inner-city congestion, environmental or similar charges as reasonably determined by the Careem Rides Services based on available information.
   23. “Transportation Services” means the provision of passenger transportation services to Users via the Careem Rides Services in the Territory by the Driver using the Vehicle.
   24. “User” means an end user duly authorised to use the Careem Platform for the purpose of obtaining Transportation Services.
   25. “Vehicle” means any vehicle that: (a) meets the then-current Careem Rides requirements for a vehicle using the Careem Rides Services; and (b) Careem Rides authorises for use by the Driver for the purpose of providing Transportation Services.
   26. “You” or “Your” also means you as  the Limo Provider under the Agreement.

3. Limo Provider’s Relationship with Careem Rides​.

   1. Captain Account & IDs: In order to access and use the Careem Rides Services, the Limo Provider and its Driver(s) must register for and maintain an active user account on the Careem Platform (the “Account”). The Limo Provider and Driver(s) must access and use the Careem Platform in accordance with these Terms and Conditions and the Careem Rides’ Captain Agreement for Ride Hailing Services. Failure to maintain accurate, complete, and up-to-date Account information may result in inability to access and use of the Careem Platform and/or the Careem Rides Services or our termination of the Agreement with you. Limo Provider agrees that it will ensure that its Drivers will maintain Captain IDs in confidence and not share Captain IDs with any third party other than the Driver associated with such Captain ID for the purpose of providing Transportation Services. Limo Providers will immediately notify Careem Rides of any actual or suspected breach or improper use or disclosure of a Captain ID or the Careem Captain App.
   2. Provision of Transportation Services. The Limo Provider shall not, and shall ensure that all Drivers do not, contact any Users or use any User’s personal data for any reason other than for the purposes of fulfilling Transportation Services. As between Careem Rides and Limo Provider, Limo Provider acknowledges and agrees that: (a) Limo Provider and its Drivers are solely responsible for determining the most effective, efficient and safe manner to perform each instance of Transportation Services; and (b) except for the Careem Rides Services, Limo Provider shall provide all necessary equipment, tools and other materials, at Limo Provider’s own expense, necessary to perform Transportation Services.
   3. Limo Provider’s relationship with Careem Rides Group: Except as otherwise expressly provided herein with respect to Careem Rides acting as the limited payment collection agent solely for the purpose of collecting payment from Users on behalf of Limo Provider, the relationship of the parties is solely that of independent contractors. The parties expressly agree that: (a) the Agreement is not an employment agreement, nor does it create an employment relationship (including from a labour law, tax law or social security law perspective), between Careem Rides and Limo Provider or Careem Rides and any Driver; and (b) no joint venture, partnership, or agency relationship exists between Careem Rides and Limo Provider or Careem Rides and any Driver. The Limo Provider acknowledges and agrees that Careem Rides’s provision of the Careem Rides Services creates a legal and direct business relationship between Careem Rides and the Limo Provider for itself and on behalf of its Drivers.

The Limo Provider has no authority to bind Careem Rides and undertakes not to hold itself out, and to ensure that each Driver does not hold himself or herself out, as an employee, agent or authorised representative of Careem Rides or its Affiliates. Where, by implication of mandatory law or otherwise, Limo Provider or any Driver may be deemed an employee, agent or representative of Careem Rides, Limo Provider undertakes and agrees to indemnify, defend (at Careem Rides’s option – as the case may dictate) and hold Careem Rides and each of its Affiliates harmless from and against any claims by any person, entity, regulators or governmental authorities based on such implied employment, agency or representative relationship.

Limo Provider expressly acknowledges and agrees that by agreeing to the terms and conditions of the Agreement, Limo Provider intends to perform Transportation Services in a non-incidental manner and, as such, Careem Rides will consider Limo Provider and its Drivers (as applicable) to be taxable persons in accordance with all applicable VAT, GST and indirect tax legislation.

YOU ACKNOWLEDGE THAT NEITHER CAREEM RIDES NOR ITS AFFILIATES PROVIDE TRANSPORTATION SERVICES OR FUNCTION AS A TRANSPORTATION CARRIER AND THAT ALL SUCH TRANSPORTATION SERVICES ARE PROVIDED BY YOU (FOR YOUR OWN ACCOUNT).

4. Limo Provider’s Relationship with Users: Limo Provider acknowledges and agrees that Careem Rides’ provision of Transportation Services to Users, creates a legal and direct business relationship between Limo Provider and User, to which Careem Rides is not a party. Careem Rides will not and shall not deemed to, direct or control Limo Provider or its Drivers generally or in their performance under the Agreement specifically, including in connection with the operation of Limo Provider’s business, the  provision of Transportation Services, the acts or omissions of Drivers, or the operation and maintenance of any Vehicles. Limo Provider and its Drivers retain the sole right to determine when and for how long each of them will utilise the Careem Rides App or the Careem Rides Services. Limo Provider and its Drivers solely at their discretion, via the Careem Captain App, may either accept or decline or ignore a User’s request for Driving Services via the Careem Rides Services, or  cancel an accepted request for Driving Services via the Careem Captain App, subject to Careem Rides’s then-current cancellation policies, including the ability to provide services at any time to any third party separate and apart from Driving Services. For the sake of clarity, Limo Provider understands that Limo Provider retains the complete right to provide Transportation services to its existing customers and to use other software application services in addition to the Careem Rides Services.

5. Deactivation: Careem Rides retains the right to, at any time in Careem Ride’s sole discretion, deactivate or otherwise restrict Limo Provider or its Drivers from accessing or using the Careem Captain App or the Careem Rides Services in the event of a violation of the Agreement, a violation by a Driver of the Careem Rides’ Captain Agreement for Ride Hailing Services, a violation of the General Community Guidelines, a violation of the Limo Code of Conduct (annexed to these Terms and Conditions as Appendix 1), the Limo Provider‘s or any Driver’s disparagement of Careem Rides or any of its Affiliates, Limo Provider’s or an Driver’s act or omission that causes harm to Careem Rides’ or its Affiliates’ brand, reputation or business as determined by Careem Rides in its sole discretion. Careem Rides also retains the right to deactivate or otherwise restrict Limo Provider or any Driver from accessing or using the Careem Captain App or the Careem Rides Services for any other reason at the sole and reasonable discretion of Careem Rides.

6. Limo Provider’s Relationship with Drivers. Limo Provider shall have the sole responsibility for any obligations or liabilities to Drivers that arise from its relationship with its Drivers (including provision of Transportation Services). Limo Provider acknowledges and agrees that it exercises sole control over the Drivers and will comply with all Applicable Laws (including tax, social security and employment laws) governing or otherwise applicable to its relationship with its Drivers. Notwithstanding Limo Provider’s right, if applicable, to take recourse against a Driver, Limo Provider acknowledges and agrees that it is at all times be responsible and liable for the acts and omissions of its Drivers vis-à-vis Users and Careem Rides, even where such liability may not be mandated under applicable law. Limo Provider shall require each Driver to enter into the Careem Rides’ Captain Agreement for Ride Hailing Services. Further, the Limo Provider shall have a Driver Agreement with each Driver and where executed in writing shall provide a copy of each executed Driver Agreement to Careem Rides if Careem Rides so requests. Limo Provider acknowledges and agrees that Careem Rides may request that certain specific provisions be added in the Driver Agreement.

7. Location Based Services. Limo Provider acknowledges and agrees that each Driver’s geo-location information must be provided to the Careem Rides Services via a Device in order to provide Transportation Services. Limo Provider acknowledges and agrees, and shall inform and obtain the consent of each Driver, that: (a) the  Driver-’s geo-location information will be monitored and tracked by the Careem Rides Services when the Driver is logged into the Careem Captain App and available to receive requests for Transportation Services, or when the Driver is providing Transportation Services; and (b) the approximate location of the Driver’s Vehicle will be displayed to the User before and during the provision of Transportation Services to such User. In addition, Careem Rides may monitor, track and share a Driver’s geo-location information obtained by the Careem Captain App and Device for safety, security, technical, marketing and commercial purposes, including to provide and to improve Careem Ride’s products and services.

8. Careem Rides will remit the Driver’s earnings from providing the Transportation Services (including Service Fees) to the Limo Provider unless instructed by the Limo Provider to remit directly to the Driver on behalf of the Limo Provider. The Limo Provider and the Driver (as applicable) shall be taxable persons in accordance with all applicable VAT, GST and indirect tax legislation and be responsible for all applicable taxes payable on such earnings remitted by Careem Rides. The Careem Rides Group shall have no liability whatsoever with respect to the Limo Provider’s dealings with the Drivers including but not limited where the Driver does not remit any charge, commission or other agreed payment to the Limo Provider. Further, the Limo Provider also acknowledges and agrees that Careem Rides is authorised to share with the Drivers any data relating to Trips or the data arising from or in connection with the Drivers’ access and/or use of the Careem Captain App or Careem Rides Services including but not limited to the Driver’s provision of the Transportation Services with the Limo Provider. The parties expressly agree that: (a) the Agreement is not an employment agreement, nor does it create an employment relationship (including from a labour law, tax law or social security law perspective), between the Careem Rides Group and the Limo Provider or the Careem Rides Group and any Driver; and (b) no joint venture, partnership, or agency relationship exists between the Careem Rides Group and the Limo Provider or its Drivers. The Limo Provider shall have the sole responsibility for any obligations or liabilities to Drivers that arise from its relationship with its Drivers (including the provision of Transportation Services).

9. Obligations, Representations and Undertakings of the Limo Provider

10. Captain Requirements: Limo Provider acknowledges and agrees that each Driver shall at all times: (a) hold and maintain (i) a valid driver’s license with the appropriate level of certification to operate the Vehicle assigned to such Driver and (ii) all licenses, permits, approvals and authority applicable to the Limo Provider and/or the Driver that are necessary to provide passenger transportation services to third parties in the Territory; (b) possess the appropriate and current level of training, expertise and experience to provide Transportation Services in a professional manner with due skill, care and diligence; and (c) maintain high standards of professionalism, service and courtesy.

The Limo Provider will ensure Drivers shall at all times possess the appropriate level of training, expertise and experience to provide the Transportation Services in a professional manner, including but not limited to being well versed in the use of the Careem Captain App and its security features.

Limo Provider acknowledges and agrees that each Driver may be subject to certain background and driving record checks from time to time in order for such Driver to qualify to provide, and remain eligible to provide, the Transportation Services. In addition if the Limo Provider and/or its Drivers are using the Careem Rides Services to provide Transportation Services in conjunction with operating a taxi (“Taxi Services”), such Limo Provider and/or Driver shall comply with all Applicable Laws with respect thereto.

Limo Provider acknowledges and agrees that Careem Rides reserves the right, at any time in Careem Rides sole discretion, to deactivate or otherwise restrict a Driver from accessing or using the Careem Captain App or the Careem Rides Services if Limo Provider or such Driver fails to meet the requirements set forth in the Agreement or the Driver Agreement.

1. 2. Damages: The Limo Provider is liable for any damages caused in the furtherance of it or its Drivers providing Transportation Services to Users.
   3. **Vehicle requirements:
      **The Limo Provider acknowledges and agrees that each Vehicle shall at all times be: (i) properly registered and licensed to operate as a passenger transportation vehicle in the Territory and is lawfully operated by the applicable Driver; (ii) owned or leased by Limo Provider or otherwise in Limo Provider’s lawful possession (in any case as permissible in accordance with Applicable Laws); (iii) suitable for performing the Transportation Services contemplated by the Agreement; and (iv) maintained in good operating condition, consistent with industry safety and maintenance standards for a vehicle of its kind and any additional standards or requirements in the applicable Territory; (v) maintained in a clean and sanitary condition; and (vi) complies with all relevant regulations issued by the transportation authority in the Territory. Further, the Limo Provider will provide sufficient numbers of Vehicles and Drivers in order to effectively fulfill ride requests from Users in a timely fashion.
2. 1. 4. Documentation: To ensure the Limo Provider and each of its Drivers compliance with all requirements in Sections above, Limo Provider must provide Careem Rides with written copies of all such licenses, permits, approvals, authority, registrations and certifications prior to Limo Provider’s and the applicable Captains provision of any Transportation Services. Thereafter, Limo Provider must submit to Careem Rides written evidence of all such licenses, permits, approvals, authority, registrations and certifications as they are renewed. Careem Rides shall, upon request, be entitled to review such licenses, permits, approvals, authority, registrations and certifications from time to time, and Limo Provider’s failure to provide or maintain any of the foregoing shall constitute a material breach of the Agreement. Careem Rides reserves the right to independently verify Limo Provider’s and/or any Driver documentation from time to time in any way Careem Rides deems appropriate in its reasonable discretion.
   2. Limo Provider Warranties and Representations

The Limo Provider represents, warrants and undertakes that:

1. 1. it is duly organised, validly existing and in good standing under the laws of the jurisdiction of its origin and holds and complies with all permits, licenses, registrations and other governmental authorisations necessary to perform its obligations under the Agreement;
   2. it has the full power and authority to enter into, execute and deliver the Agreement and to perform the Transportation Services hereby contemplated;
   3. it has not entered into, and during the term will not enter into, any agreement that would prevent it from complying with the Agreement;
   4. the Agreement constitutes a legal, valid and binding obligation on it, enforceable in accordance with its terms;
   5. it has read and understood its rights and obligations under the Agreement (with the help of independent legal counsel) and agrees to comply with the same in every material aspect;
   6. the execution, delivery and performance of the Agreement and the provision of Transportation Services using the Drivers and the Vehicles as contemplated hereby will not: (i) conflict with or result in any material breach or violation of any of the terms and conditions of, or constitute a default under, any instrument, contract or other agreement to which it is a party or by which it is bound; (ii) violate any order, judgment or decree against, or binding on, it and (iii) violate any corporate documents or Applicable Laws; and
   7. it shall require all its Drivers to comply with the Careem Rides’ Captain Agreement for Ride Hailing Services, the applicable terms and conditions set forth in the Agreement and all Applicable Laws.

For the sake of clarity, the Limo Provider understands that Limo Provider retains the complete right to provide Transportation Services to its existing customers and to use other software application services in addition to the Careem Rides Services.

1. 6. Obligations of Careem Rides

   7. Careem Rides does not assume any responsibility towards the Transportation Services.

   8. Careem Rides will provide the Limo Provider or its Drivers in advance with certain information relating to each applicable User, including pickup time, pickup location, type of Vehicle and Driver required, name and contact numbers, destination (where applicable) and any additional relevant information which Careem Rides may have.

   9. Careem Rides’s contract with Users will: (i) prohibit Users from misusing the Limo Provider’s cars or using these cars for any illegal purposes and (ii) require Careem Rides Limo Providers to comply with the laws of the Territory.

   10. Careem Rides will provide that its contracts with Users prohibit Users from engaging in any illegal activities such as sexual acts, drinking alcohol, smoking or carrying any kind of drugs of narcotics. For the avoidance of doubt, Careem Rides and the Limo Provider agree that Users themselves will be solely responsible for any such acts.

   11. With respect to any amounts owed by Careem Rides to the Limo Provider from time to time, Careem Rides will pay such amounts which are undisputed in accordance with Clause 5.

2. 7. Payment Terms

7.1 Fare Calculation and Trip payment.

1. 1. Limo Provider is entitled to charge a fare for each instance of completed Transportation Services provided to a User that are obtained via the Careem Rides Services (“Fare”), as suggested on the Careem Platform from time to time (“Fare Calculation”). Limo Provider is also entitled to charge Careem User for any Tolls, taxes or fees incurred during the provision of Transportation Services, if applicable. The parties acknowledge and agree that as between Limo Provider and Careem Rides, the Fare is a recommended amount, and the primary purpose of the pre-arranged Fare is to act as the default amount in the event Limo Provider does not negotiate a different amount.
   2. Limo Provider and its Driver acknowledge and agree that Users may pay for Fares: (a) digitally via the Careem Platform using their Careem Wallet, a saved credit or debit card or any other alternative payment method accepted as a payment method on the Careem Platform, or (b) by paying cash to the Driver on completion of a Trip (a “cash Fare”).
2. 3. Limo Provider appoints Careem Rides as Limo Provider’s limited payment collection agent solely for the purpose, (whether or not through the Careem Platform), of accepting digital payments of the Fare, applicable Tolls and, depending on the Territory and/or if requested by Limo Provider applicable taxes and fees and other agreed amounts, from the User on Limo Provider’s behalf via the payment processing functionality facilitated by the Careem
   4. Where Limo Provider and Driver accept cash Fares, Limo Provider and Driver agree that:

(i)       No agency (as described in Clause 7.1(b) is required from Careem Rides;

(ii)       User will pay the cash Fare directly to the Driver;

(iii)      Driver has sole responsibility for collecting the cash Fare and any Careem Wallet Payment from each User and in the case of cash Fares, for providing the correct change, as appropriate, to such User;

(iv)     Limo Provider and Driver will (A) retain the cash Fare and (B) subject to Clause 7.5 the Careem Wallet Payment at their own risk, and

(v)      Clause 7.4(d) will apply.

1. 5. Subject to Clause 7.3 and Clause 7.4(c), Limo Provider will receive a payment from Careem Rides for each Trip Limo Provider Drivers complete (“Trip Payment”) which is paid for via the Careem Platform. An Affiliate of Careem Rides or, in accordance with Clause 13(e), a third party, such as Careem Technologies or its Affiliates, may remit the Trip Payment to Limo Provider (or if instructed by Limo Provider to the Driver) on behalf of Careem Rides.

7.2  Payment of tips and other amounts.

(a)  The Trip Payment does not include any tip paid by the User.  Users may pay tips, either directly to Limo Provider Drivers in cash or through the Careem Platform, which will be remitted to Limo Provider or Driver by Careem Rides.

(b)  Trip surcharges necessarily incurred by Limo Provider as part of Transportation Services (such as road, bridge, tunnel or airport charges) will be paid in addition to the Trip Payment.

(c)  In addition to the Trip Payment, Limo Provider may also be entitled to receive additional incentive payments as communicated to Limo Provider from time to time for the Transportation Services provided by Limo Provider Drivers, subject always to the particular terms of the relevant incentive schemes (Incentive Payments).

7.3 Adjustment to Payments.

(a) Careem Rides reserves the right to make an adjustment to the Trip Payment in the following circumstances:

(i)       to adjust the Fare for a particular instance of Transportation Services (e.g., Careem Captain took an inefficient route, Careem Captain failed to properly end a particular instance of Transportation Services in the Careem Captain App, a technical error in the Careem Rides Services, etc.); or

(ii)       to cancel the Fare for a particular instance of Transportation Services (e.g., a User is charged for Transportation Services that were not provided, in the event of a User complaint, fraud, etc.).

(b) Careem Rides, decision to reduce or cancel the Fare in any such manner shall be exercised in a reasonable manner.

7.4   Payments.

(a)  The Limo Provider and the Driver acknowledge and agree that subject to a minimum disbursement threshold being met, Limo Provider will be paid bi-weekly in arrears directly into Limo Provider’s  bank account or wallet account for the Transportation Services Limo Provider Drivers completed in the previous two weeks or if instructed by the Limo Provider to the Driver’s bank account or wallet account.

In addition to the scheduled payouts described in this Clause 7.4(a), Careem Rides and/or Careem Technologies and its Affiliates may also offer Careem Captain other options to receive Trip Payments for example instant payments or on demand payments, which shall be offered subject to any specific terms and conditions which may apply to such service.

(b)  It is Limo Provider responsibility to ensure the correct bank account or wallet account details are provided and kept up to date on the Careem Captain App for itself, or if applicable its Drivers.

(c)  Where Careem Rides remits funds to the Limo Provider, the Limo Provider acknowledges and agrees that it is solely responsible for ensuring that it pays all funds owing to the Driver directly to the Driver. Notwithstanding the foregoing, where allowed by applicable law, the Limo Provider may enter into a separate written agreement with Driver regarding Fares and any deductions thereto.

(d)  Limo Provider agrees that Careem Rides and/or its Affiliates may deduct from any digital Payment or other monies payable to Limo Provider at any time, any sums which Limo Provider may owe to Careem Rides, Careem Technologies or either of their Affiliates or which are recoverable by Careem Rides or its Affiliates or in the case of Careem Wallet Payments, Careem Technologies or its Affiliates including for example Service Fees, Careem Wallet Payments  and any refund owing to a User.

(e)  The Limo Provider and/or the Driver will continue to be fully liable for any amounts outstanding and owing to Careem Rides or Careem Technologies or their Affiliates until such amounts have been fully settled with Careem Rides, for example where Limo Provider and Driver have taken more cash Trips than digital Trips and Service Fees are owing to Careem Rides.

7.5 Careem Wallet Payments.

(a)  Limo Provider and Driver acknowledge and agree that where a User has chosen cash payment for a Trip and Limo Provider and Driver have accepted such cash Fare payment, the User will have the option to: (i) receive any change as cash directly from the Driver; or (ii) request that the Driver apply some or all of the User’s change to reload their Careem Wallet (“Careem Wallet Payment“), by informing Driver at the time of payment.

For the avoidance of doubt, a Careem Wallet Payment is not a tip from the User to the Driver.

(b)  The Careem Captain App will automatically specify the Fare due by the User plus the amount attributable as Careem Wallet Payment (“Total Payment Received“). The Careem Captain App will reflect the Total Payment Received and will specify the amount attributable to Careem Wallet as ‘credits’.

(c)  The Limo Provider acknowledges and agrees that where the User has opted to make a Careem Wallet Payment: (i)  the amount of such Careem Wallet Payment will constitute a debt owing by the Driver to Careem Technologies or its Affiliates in accordance with Clause 7.4(e); and (ii) any Careem Wallet Payment will (if possible) be deducted in accordance with Clause 7.4(d).

(d)  No service fee may be charged by the Limo Provider or Driver in respect of amounts constituting Careem Wallet Payments.

(e)  Careem Rides shall bear no liability or responsibility for miscalculations, errors or inaccuracies in the calculation of payments constituting Careem Wallet Payments and/or the incorrect entry of amounts representing a Careem Wallet Payment into the Careem Captain App by the Drivers. Limo Provider agrees and acknowledges that any loss or liability incurred as result of a Driver’s error, miscalculation or inaccuracy in calculating or entering the amounts constituting a Careem Wallet Payment into the Careem Captain App shall be at Limo Provider’s and its Driver’s own risk and Limo Provider further agrees that Careem Rides shall bear no liability for errors, loss or liability which Limo Provider and Drivers may incur as a result of such actions.

7.6 Recording and collection of underpayments.

(a)  If a User has insufficient funds to pay for a Trip (whether in whole or part), each such event is considered an “Underpayment”), the Limo Provider and the Driver acknowledge and agree that:

(i)      the Driver will record the amount of the Underpayment for that Trip in the Careem Captain App;

(ii)     an amount equivalent to the Underpayment recorded by the Driver under Clause 7.6(a)(i) will be recorded by Careem Rides as a negative balance on the User’s account.

(iii)    Careem Rides may from time to time deactivate Underpayments as a specific feature available to a Driver.

(b)  The Limo Provider agrees and acknowledges that at the time of payment for a trip the Driver may be notified via the Careem Captain App that the User has incurred a negative balance comprising the total cumulative amount of any underpayments incurred by the User on his account up to (but excluding) the current transaction (the “User Negative Balance“). In such circumstances:

(i)    the Careem App will reflect that the total amount owing by the User comprises of: (a) the Fare owing for that trip; and (b) the User Negative Balance owing to Careem Rides;

(ii)    the Driver is under no obligation to compel or demand payment for the User Negative Balance from the User and Careem Rides agrees and acknowledges that it (Careem Rides) bears ultimately responsibility for seeking recourse for any User Negative Balance from Users;

(iii)   where the User pays the User Negative Balance in cash and where the Driver elects to accept such cash payment, the Limo Provider acknowledges and agrees that such funds will be settled with Careem Rides as part of the set off set out in Clause 7.4(d) above, as determined by Careem Rides and notified to the Limo Provider (or if requested by the Limo Provider to the Driver) from time to time.

7.7 Service Fee.

(a)   In consideration of Careem Rides’s provision of the Careem Rides Services, Limo Provider agrees to pay Careem Rides a service fee for it and its Drivers continuing access to Careem’s Platform on a per Transportation Services transaction basis calculated as a percentage of the Fare (regardless of any negotiated Fare) as provided to Limo Provider via email or otherwise made available electronically by Careem Rides from time to time for the applicable Territory (“Service Fee”).

(b)   Careem Rides is entitled, at its sole discretion, to grant discounts on the Service Fee in the form that Careem Rides considers appropriate.

(c)   Unless regulations applicable to Limo Provider’s Territory require otherwise, Fares will be inclusive of taxes, and Careem Rides will calculate the Service Fee based on the Fare inclusive of such taxes. Careem Rides reserves the right to change the Service Fee at any time in Careem Rides’s discretion based upon local market factors, and Careem Rides will provide notice to Limo Provider in the event of such change. Continued use of the Careem Rides Services after any such change in the Service Fee calculation will constitute Limo Provider’s consent to such change.

7.8 Receipts.

At the end of a Trip, Careem Rides will automatically send an electronic receipt on behalf of Limo Provider and Driver for the Transportation Services Limo Provider and Driver provided to User. It will include amounts charged to the User and certain information about Limo Provider and Driver including the Limo Provider’s entity name and contact information, the Driver’s name and photo and a map of the route taken by the Driver. Limo Provider will inform Driver that any corrections to a User’s receipt for Transportation Services must be submitted to Careem Rides in writing within three (3) business days after the completion of such Transportation Services. Absent such a notice, Careem Rides will not be liable for any mistakes in or corrections to the receipt or for recalculation or disbursement of the Fare. For the avoidance of doubt, the receipts are not valid tax invoices unless specifically stated otherwise.

7.9 Taxes.

The Limo Provider acknowledges and agrees that it is required to: (a) complete all tax registration obligations and calculate and remit all tax liabilities related to the provision of Transportation  Services as required by applicable law; and (b) provide Careem Rides with all relevant tax information (including a valid VAT number belonging to Limo Provider and/or any Driver, if obtaining a VAT number is required of Limo Provider and/or any Driver by applicable law). Limo Provider further acknowledges and agrees that Limo Provider and each of its Drivers are responsible for taxes on their own income arising from the performance of Transportation Services. Notwithstanding anything to the contrary in the Agreement, Careem Rides may in its reasonable discretion based on applicable tax and regulatory considerations, collect and remit taxes resulting from Limo Provider’s and/or any Driver’s provision of Transportation Services and/or provide any of the relevant tax information Limo Provider and/or any Driver has provided pursuant to the foregoing requirements in the Agreement directly to the applicable governmental tax authorities on Limo Provider’s and/or the applicable Driver’s behalf or otherwise.

7.10 Careem Rides may make available in Limo Provider’s Territory a different customer car type (“CCT”) which allows the Driver and the User to negotiate the Fare directly through the Careem Platform. Careem Rides may suggest an initial Fare to the User taking into consideration a base fare plus the distance and time in journey estimated to be traveled using the location based services activated through the Driver’s Device. The Limo Provider and its Driver are entitled to charge the User for any tolls, taxes or fees incurred during the provision of Transportation Services, if applicable, and such surcharges will be added in the final Fare. Once the Fare is agreed between the Driver and the User through the Careem Platform, the Driver will not be allowed to renegotiate the Fare. The Limo Provider is bound by the Fare that its Drivers negotiate and agree to. Other than as specifically relevant to the Fare calculation in respect of which the provision of this Section will apply, all other provisions of these Terms and Conditions will apply to any Transportation Services provided by the Limo Provider and its Drivers through the CCT product described here.

1. 8. Indemnity

   9. Disclaimer: CAREEM RIDES PROVIDES, AND THE LIMO PROVIDER ACCEPTS, THE CAREEM RIDES SERVICES “AS IS” AND “AS AVAILABLE.” CAREEM RIDES AND ITS AFFILIATES DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, NOT EXPRESSLY SET OUT IN THE AGREEMENT, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, CAREEM RIDES AND ITS AFFILIATES MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE CAREEM RIDES SERVICES, CAREEM PLATFORM OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE CAREEM PLATFORM, OR THAT THE CAREEM RIDES SERVICES OR THE CAREEM PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE. NEITHER CAREEM RIDES NOR ITS AFFILIATES GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF  YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE CAREEM RIDES SERVICES, AND ANY SERVICE REQUESTED OR PROVIDED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

   10. Limitation of Liability: NEITHER CAREEM RIDES NOR ITS AFFILIATES SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF GOODWILL, LOST DATA, PERSONAL INJURY OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE CAREEM PLATFORM OR PROVISION OF TRANSPORTATION SERVICES, EVEN IF CAREEM RIDES OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER CAREEM RIDES NOR ITS AFFILIATES SHALL BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE CAREEM PLATFORM OR PROVISION OF TRANSPORTATION SERVICES OR YOUR INABILITY TO ACCESS OR USE THE CAREEM PLATFORM OR CAREEM RIDES SERVICES OR PROVISION OF TRANSPORTATION SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY DRIVER OR USER, EVEN IF CAREEM RIDES AND ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER CAREEM RIDES NOR ITS AFFILIATES SHALL BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND CAREEM RIDE’S REASONABLE CONTROL. IN NO EVENT SHALL CAREEM RIDE’S OR ITS AFFILIATES’ TOTAL LIABILITY TO YOU IN CONNECTION WITH THE CAREEM RIDES SERVICES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED THE AMOUNT OF SERVICE FEES ACTUALLY PAID TO OR DUE TO CAREEM RIDES UNDER THE AGREEMENT IN THE SIX (6) MONTHS PERIOD IMMEDIATELY PRECEDING THE EVENT GIVEN RISE TO SUCH CLAIM. The Limo Provider acknowledges and agrees that any and all claims Limo Provider has or purports to have against Careem Rides and/or its Affiliates should be notified to Careem Rides within one (1) year after the event(s) that gave rise to such claim and that Limo Provider forfeits all rights in respect of that claim if Limo Provider fails to do so. These limitations do not purport to limit liability that cannot be excluded by applicable law.

2. 3. Indemnity: The Limo Provider agrees to indemnify, defend (at Careem Rides’ option) and hold Careem Rides and its Affiliates and their respective officers, directors, employees, agents, successors and assigns harmless from and against any and all claims, demands, losses, damages, penalties, social security contributions, liabilities, and expenses (including attorneys’ fees) and taxes arising out of or in connection with: (i) the Limo Provider’s or its Driver’s use of the Careem Rides Services or Careem Platform or other services or goods provided through your use of the Careem Platform; (ii) the Limo Provider and its Drivers provision of Transportation Services; (iii) the Limo Provider’s or its Drivers’ breach or violation of any representation, warranties or obligations of the Agreement including the General Community Guidelines; or (iv) the Limo Provider or its Drivers’ violation of the rights of any third party, including Users.
3. 9. Proprietary Rights; License.
   10. License Grant. Subject to the Limo Provider complying with all terms and conditions of the Agreement, Careem Rides hereby grants the Limo Provider a limited, revocable, non-exclusive, royalty-free, non-transferable, non-sublicensable, non-assignable license, during the term of the Agreement, to use (and allows its Drivers to use) the Careem Captain App in connection with the provision by Careem Rides of the Careem Rides Services solely for the purpose of providing Transportation Services to Users and tracking resulting Fares. All rights not expressly granted to Limo Provider are reserved by Careem Rides, its Affiliates and their respective licensors.
4. 2. Restrictions: Limo Provider shall not, and shall not allow any other party to: (a) remove and/or otherwise misuse any copyright, trademark or other proprietary notices from any portion of the Careem Platform or the Careem Rides Services; (b) reproduce, modify, prepare derivative works based upon, distribute, license, sublicense, lease, sell, resell, transfer, assign, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Careem Platform, the Careem Captain App, or the Careem Rides Services except as expressly permitted by Careem Rides; (c) improperly use the Careem Rides Services or Careem Captain App, including creating Internet “links” to any part of the Careem Rides Services or Careem Captain App “framing” or “mirroring” any part of the Careem Rides Services, Careem Platform, or Careem Captain App or on any other websites or systems, (d) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Careem Platform or the Careem Rides Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Careem Platform or the Careem Rides ServicesCareem Captain App; (e) reverse engineer, decompile, modify, or disassemble the Careem Platform, Careem Rides Services, or Careem Captain App except as allowed under applicable law; or (f) send spam or otherwise duplicative or unsolicited messages. In addition, Limo Provider shall not, and shall not allow any other party to, access or use the Careem Platform or Careem Rides Services or or Careem Captain App to: (i) design or develop a competitive or substantially similar product or service; (ii) copy or extract any features, functionality, or content thereof; (iii) launch or cause to be launched on or in connection with the Careem Rides Services an automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burden or hinder the operation and/or performance of the Careem Rides Services; (iv) attempt to gain unauthorised access to the Careem Platform or Careem Rides Services or its related systems or networks, all except to the extent such actions must be allowed under law; or (v) create or register any (a) businesses, (b) URLs, (c) domain names, (d) software application names or titles, or (e) social media handles or profiles that include Careem Rides Names, marks, or works or any confusingly or substantially similar mark, name, title, or work; (x) use Careem Rides Names, marks, or works as your social media profile picture or wallpaper; (xi) purchase keywords (including, but not limited to Google AdWords) that contain any Careem Rides Names, marks, or works; (xii) apply to register, reference, use, copy, and/or claim ownership in Careem Rides Names, marks, or works, or in any confusingly or substantially similar name, mark, title, or work, in any manner for any purposes, alone or in combination with other letters, punctuation, words, symbols, designs, and/or any creative works, except as may be permitted in the limited license granted above.
5. 10. Ownership. Careem Rides Services, or Careem Captain App and Careem Rides Data, any other related data, including all intellectual property rights therein, shall remain the property of Careem Rides, its Affiliates or their respective licensors. Neither the Agreement nor Limo Provider’s use of the Careem Rides Services, Careem Captain App or Careem Rides Data conveys or grants to Limo Provider any rights: (a) in or related to the Careem Rides Services, Careem Captain App or Careem Rides Data, except for the limited license granted above; or (b) to use or reference in any manner Careem Rides’, its Affiliates’, or their respective licensors’ company names, logos, product and service names, trademarks, service marks or other indicia of ownership. Additionally, Limo Provider acknowledges Careem Rides’ rights in its Careem Rides’ family of trademarks and names, including Careem Rides, alone and in combination with other letters, punctuation, words, symbols and/or designs, the Careem Rides Logo. Limo Provider agrees it will not, and it will ensure that its Drivers do not, try to register or otherwise claim ownership in any of the Careem Rides’s marks and names, alone or in combination with other letters, punctuation, words, symbols and/or designs, or in any confusingly similar mark or name.

6. 11. Insurance

   12. The Limo Provider represents, warrants and undertakes that each Driver it authorizes to perform Transportation Services in connection with the Agreement has and will maintain a valid policy for the appropriate liability insurance and such other insurances as are considered market practice in the relevant jurisdiction (all in industry standard coverage amounts) for the provision of Transportation Services as contemplated in the Agreement, and not less than the minimum coverage amounts required by Applicable Law.

   13. Limo Provider agrees to maintain during the term of the Agreement on all Vehicles operated by Limo Provider and its Drivers commercial automobile liability insurance that provides protection against bodily injury and property damage to third parties at levels of coverage that satisfy all Applicable Laws in the Territory. This coverage must also include any no-fault coverage required by law in the Territory that may not be waived by an insured.

   14. Limo Provider agrees to maintain during the term of the Agreement commercial general liability insurance that provides protection and cover against personal injury, advertising injury and property damage to third parties at levels of coverage required by all Applicable Laws in the Territory or, where Applicable Laws are silent, no less than one million USD on a per occurrence and aggregate basis.

7. 1. Limo Provider agrees to maintain during the term of the Agreement workers’ compensation insurance as required by all Applicable Laws in the Territory. If permitted by applicable law, Limo Provider may choose to insure itself against industrial injuries by maintaining occupational accident insurance in place of workers’ compensation insurance. Limo Provider’s subcontractors may also, to the extent permitted by applicable law, maintain occupational accident insurance in place of workers’ compensation insurance.
   2. Limo Provider shall add Careem Rides (or any Affiliate which may be designated by Careem Rides from time to time) to Limo Provider’s insurance policies required in Sections (i) and (ii) above as an additional insured, and shall, upon Careem Ride’s request, provide Careem Rides  with a copy of such insurance certificate(s) within seven (7) days of such request.

8. 12. Confidentiality

   13. The Limo Provider agrees that it (and its Drivers and sub-contractors) will treat all information concerning the Careem Rides Group and all information concerning Users which has been provided to it pursuant to the terms of the Agreement as Confidential Information and will not, except as provided in the Agreement, disclose, use or permit the disclosure or use of such information to any third party. Confidential Information includes Careem Rides Data, Captain IDs, User Information, and the transaction volume, marketing and business plans, business, financial, technical, operational and such other non-public information of each party (whether disclosed in writing or verbally) that such party designates as being proprietary or confidential or of which the other party should reasonably know that it should be treated as confidential.

   14. Each party acknowledges and agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing party; (b) it shall not use Confidential Information of the other party for any purpose except in furtherance of the Agreement; (c) it shall not disclose Confidential Information of the other party to any third party, except to its employees, officers, contractors, agents and service providers (“Permitted Persons”) as necessary to perform under the Agreement, provided Permitted Persons are bound in writing to obligations of confidentiality and non-use of Confidential Information no less protective than the terms hereof; and (d) it shall return or destroy all Confidential Information of the disclosing party upon the termination of the Agreement or at the request of the other party (subject to applicable law and, with respect to Uber, its internal record-keeping requirements).

   15. The Limo Provider further agrees that a breach of this provision would cause Careem Rides to suffer irreparable harm and damage that could not be adequately remedied by payment of monetary damages and therefore, in addition to monetary damages and other legal remedies, the Limo Provider agrees that Careem Rides will be entitled to obtain equitable and injunctive relief as may be necessary to restrain any threatened, continuing or further breach by the Limo Provider.

   16. The restrictions referred to above will not apply to any Confidential Information to the extent that such information: (i) is already known to the Limo Provider (ii) is in or comes into the public domain otherwise than as a result of any breach of the Agreement; or (iii) is required to be disclosed by law court order, subpoena or governmental authority, provided the receiving party notifies the disclosing party thereof and provides the disclosing party a reasonable opportunity to contest or limit such required disclosure; (iv) was possessed by the receiving party prior to the date of the Agreement without an obligation of confidentiality; (v) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto;

9. 12. Privacy

   13. Subject to all applicable laws, Careem Rides may provide to a third party any information (including personal data and/OR trip data) about Limo Provider or Transportation Services provided by Limo Provider under the Agreement if: (a) there is a complaint, dispute or conflict, including an accident, between Limo Provider, Driver and a User; (b) it is necessary to enforce the terms of the Agreement; (c) it is required, in Careem Rides or any Affiliate’s sole discretion, by applicable law or regulation; (d) it is necessary, in Careem Rides or any Affiliate’s sole discretion, to protect the safety, rights, property or security of Careem Rides, the Careem Rides Services or any third party; to detect, prevent or otherwise address fraud, security or technical issues; and/or to prevent or stop activity which Careem Rides or any of its Affiliates, in their sole discretion, consider to be, or to pose a risk of being, illegal, unethical or legally actionable; or (e) it is required or necessary, in Careem Rides’ or any its Affiliate’s sole discretion, for insurance or other purposes related to Driver’s ability to qualify, or remain qualified, to use the Careem Rides Services. The Limo Provider understands that Careem Rides may retain Limo Provider and its Drivers personal data for legal, regulatory, safety and other necessary purposes after the Agreement is ter Careem Networks FZ-LLC is the controller of your personal data in relation to solely the provision of ride hailing services, as specified in its Privacy Notice, and the data shall be processed in accordance with its Privacy Notice located here.

10. 2. The Parties agree that where the Limo Provider is receiving or using Personal Data in relation to the services, the Limo Provider will:

    3.  ensure that the Drivers comply with applicable data protection laws at all times;

    4.  process this Personal Data only for the purpose of delivering its obligations under the Agreement, or on Careem Rides’s documented instructions;

    5. refrain from transferring, disclosing or otherwise making available the Personal Data to a third party, unless it has obtained express prior written approval from Careem Rides. For avoidance of any or all doubt, the sharing of any login credentials to a web portal / account constitutes a breach of this clause and a material breach of the Agreement; and

    6. adopt and maintain appropriate technical and security measures for processing the shared Personal 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;

    7. destroy the Personal Data in the following circumstances: (a) on termination or expiry of the Agreement; or (b) once the processing of the Personal Data is no longer necessary for the purposes it was originally shared for; and

    8. in case of a breach of security to its systems leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Personal Data (“Data Breach”), the Limo Provider will: (a) notify Careem Rides of the Data Breach promptly and without undue delay; (b) promptly take all steps necessary to minimise the harm and secure the Personal Data; and (c) ensure that it addresses the Data Breach and implements identified remedial steps to mitigate future data breaches in an expeditious and compliant manner.

11. 13. General terms
12. 1. All notices, requests, demands, or other communications with respect to the Agreement will be in writing and will be deemed to have been given or made when delivered to an authorized representative of the relevant party to whom the communication is addressed provided that Careem Rides may give notice by means of a general notice on the Careem Platform, electronic mail to your email address in Careem Rides’ records or by written communication sent to your address if and as communicated to Careem Rides. You may give notice to Careem Rides or its Affiliates by written communication submitted at [email protected].
    2. Careem Rides may assign, novate or otherwise transfer its rights and obligations under the Agreement (in whole or in part) in accordance with applicable law. The Limo Provider will not assign, novate or otherwise transfer its rights and obligations under the Agreement in any way. The Agreement will be binding on and inure for the benefit of the respective permitted assigns and successors in title of the parties hereto.
    3. No waiver of any provision of the Agreement will be effective unless specified in writing and signed by the relevant party waiving such provision. Any failure or delay in exercising any rights, power or privilege in the Agreement will not operate as a waiver, nor will any single or partial exercise preclude any other further exercise. Except where the Agreement provides otherwise the rights and remedies contained in the Agreement are cumulative and not exclusive of the rights or remedies provided by law.
    4. Termination:(i) The Agreement may be terminated without cause by (i) Careem Rides on thirty (30) days’ written notice to the Limo Provider; and (ii) the Limo Provider on sixty (60) days’ written notice to the Careem Rides.

13. (ii) The Agreement may be terminated immediately at the option of Careem Rides without notice in the event of: (i) a breach of any term of the Agreement by the Limo Provider; (ii) the Limo Provider’s negligence, willful misconduct or fraud; (iii) in the event of the insolvency or bankruptcy of the Limo Provider or upon the Limo Provider’s filing or submission of request for suspension of payment (or similar action or event) against the terminating party.

14. (iii) In addition, Careem Rides may terminate the Agreement or deactivate Limo Provider or a particular Driver immediately, without notice, with respect to Limo Provider and/or any Driver in the event Limo Provider and/or any Driver, as applicable, no longer qualifies, under applicable law or the standards and policies of Careem Rides, to provide Transportation Services or to operate the Vehicle, or as otherwise set forth in the Agreement. Any outstanding payment obligations and the following clauses 2, 3(c), 3(d), 3(f), 7.9, 8, 9, 11, 12 and 13 will survive the termination of the Agreement and will continue to apply in full force and effect.

15. 5. Careem Rides may subcontract or otherwise engage Careem Technologies and/or any of Careem Technologies’ Affiliates for the provision of its obligations under the Agreement.
16. 6. If any provision of these Terms and Conditions is adjudged by a court of competent jurisdiction to be unlawful, void, or unenforceable such provision will to the extent required be severed from the Agreement and rendered ineffective as far as possible without modifying the remaining provisions of the Agreement and will not in any way affect any other circumstances or the validity or enforcement of the Agreement. All clauses of the Agreement which either are expressed to survive or which by implication are intended to survive termination or expiry of the Agreement will continue to survive notwithstanding termination or expiry of the Agreement.
    7. The Agreement will not be construed or taken to constitute any party hereto to be the agent of the other party nor will it give one party hereto the authority to represent or bind the other party in any way.
    8. Careem Rides may amend these Terms and Conditions unilaterally and in its sole discretion from time to time. Amendments will be effective upon the Careem Rides Group notifying such updated Terms and Conditions to you or posting it on its website or the online portal provided to you. Your continued access or use of the Careem Rides Services after such notification or posting constitutes your consent to be bound by these Terms and Conditions, as amended.
    9. Any dispute, conflict, claim or controversy arising out of or broadly in connection with or relating to the Careem Rides Services as applicable or the Agreement, including those relating to its validity, its construction or its enforceability (any “Dispute”) will be first mandatorily submitted to mediation proceedings under the International Chamber of Commerce Mediation Rules (“ICC Mediation Rules”).

If such Dispute has not been settled within sixty (60) days after a request for mediation has been submitted under such ICC Mediation Rules, such Dispute can be referred to and will 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 will be resolved by one (1) arbitrator to be appointed in accordance with the ICC Rules. The place of both mediation and arbitration will be in the city in which the applicable Careem Rides with which you have a Dispute has its registered office. The language of the mediation and/or arbitration will be English, unless you do not speak English, in which case the mediation and/or arbitration will 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, will remain strictly confidential and will 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.

You acknowledge and agree that you and Careem Rides 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 Careem (or a 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.

APPENDIX 1

Limo Code of Conduct

Careem Rides’ partnership with the Customer is based on cooperation and trust. You use individuals (whom you may employ) in order to provide transportation services for you and we believe it is important that your treatment of those individuals is both lawful and fair.

This Limo Code of Conduct sets forth the minimum standards by which the Careem Rides Group’s customers must adhere when using the Careem ride hailing services in the Territory. This Limo Code of Conduct constitutes an integral part of the Limo Provider Terms and Conditions to which it is annexed.

We expect any instance of non-compliance, or suspected non-compliance, to be reported to us in good faith, whether directly by Customers, by its Drivers, or by law enforcement. Whenever law enforcement is involved, we will cooperate with their investigation in accordance with our law enforcement guidelines. Once we are made aware of any kind of non-compliance, or suspected non-compliance, with this Limo Code of Conduct, we will contact the relevant Customer to discuss the issues. If we are not satisfied that the Customer is acting in accordance with this Limo Code of Conduct, in particular where the Customer fails to provide documents and information necessary to examine or remedy any alleged non-compliance, we will take action against the relevant Customer, including, but not limited to, suspending or deactivating, or terminating our agreement with the Customer.

1. 1. Legal compliance

Careem Rides requires all of its Customers to comply with all applicable laws and regulations. This includes all relevant laws and regulations in relation to the provision of services, anti-corruption, anti-money laundering, data protection and employment practices (which includes ensuring that the Customer’s Drivers are legally allowed to perform work in the Territory).

1. 2. Discrimination

Any form of discrimination in hiring and employment practices is unacceptable. This includes any distinction, exclusion or preference based on characteristics such as a person’s race, color, religion, national origin, disability, marital status, gender, age or any other characteristic protected under the laws of the Territory. Applicable laws in certain jurisdictions may require employment of a specific category of persons for certain business activities. In such jurisdictions, employment practices conducted in compliance with these laws are permissible under this Limo Code of Conduct.

1. 3. Drivers’ rights

The Careem Rides Group does not tolerate any form of forced or compulsory labour. All Drivers must be treated with dignity and respect. No Driver must be exposed to any inappropriate or unlawful conduct, including but not limited to verbal, psychological, physical and/or other abuse, coercion or harassment. Driver’s rights and obligations in relation to the Customer should be clearly set out in the form of a contract that respects all applicable laws, regulations, and trade agreements, and honoured by both parties. No limits should be set for any Driver on their freedom of contracting with other Customers or business entities, other than those recognised by applicable laws and regulations. Drivers have the right to have access to this Limo Code of Conduct. Customers are obliged to share this Limo Code of Conduct with their Drivers.

1. 4. Compensation

Customers undertake to honour all their obligations concerning timely, transparent and accurate payments to their Drivers, subcontractors or employees. All Customers warrant that their way of doing business is compliant with applicable immigration, social security and tax laws.

1. 5. Health & Safety

Customers shall provide a safe and healthy working environment. Customers shall adopt the measures needed to prevent such accidents and health hazards as may arise in connection with work. For this purpose, Customers must put in place systems capable of detecting, avoiding and responding to potential health and safety hazards, such as fatigue resulting from enforcing excessive working schedules.

1. 6. Procedure for complaints

Complaints or information about violations of this Limo Code of Conduct may be reported by Drivers to Careem Rides at any time. Individuals filing a complaint are asked only to report such complaints and information they believe in good faith to be true. All Customers guarantee that individuals filing complaints will not be subject to reprisals or disciplinary action of any kind.