SUPPLY PARTNERS AGREEMENT
(Last updated on the 16 December 2014)
1 Terms and conditions
In this Agreement the following will have the specific meanings:
|Additional Charges||means car parking charges, tolls, waiting time and other miscellaneous expenses not initially included in the original fare calculation.|
|Advanced Booking||means any booking made with a notice time equal to or more than twenty (20) minutes|
|Airport Transfer||means a single a Booking that terminates or originates at an airport.|
|ASAP Booking||means any booking made with a notice time equal or less than twenty (20) minutes|
|Booking||means a ride, job, journey or call|
|Cash Job||means a booking which is agreed to be paid cash to the Driver at drop off upon completion of the service to the customer|
|Completion||means when the Passenger has been picked up from the point or of origin and dropped off at the destination and location specified, and the job has been completed on the ubiCabs system.|
|Credit Card Job||means a booking which has been pre paid in advance using credit or debit card through the ubiCabs booking platform|
|Driver||means the employee or sub-contracted person engaged by the Service Partner to drive the Passenger|
|Fixed Rate||means all the fixed rates set by the Service Partner between two predefined locations in the Area to Area Prices Section on the ubiCabs Operator Screen.|
|Full Road Service Coverage||means roadside assistance provided by AAA or equivalent|
|Mileage Rate||means the value per mile defined under the section ‘Prices’ on the ubiCabs Operator Screen.|
|Original fare||means the initial price for the booking at the time of initial booking. This price will be charged to the customer after successful delivery of service if there are no legitimate Additional Charges to be applied|
|Passenger||means the person(s) or package(s) named on the booking sent to the Service Partner from the ubiCabs booking system|
|Pickup Time||means the time specified by the Customer for the pick-up of a Passenger for the commencement of the Service.|
|Point to Point||means a booking with a single pick-up from a single point going directly without deviation to a single drop off at a single point (also known as an A to B booking)|
|POB||means Passenger on board, meaning the Passenger is seated in the Service Partner’s vehicle|
|Rates||means the rates in relation to each aspect of the Services (as specified in Section 2 of this Agreement) together with any supplementary charges.|
|Service Partner||You, the company, firm, partnership, enterprise that supplies fulfilment services to ubiCabs under this Agreement|
|Total fare||means the total price that is charged to the customer, including any additional charges, calculated as in Section 2|
|ubiCabs||UBICABS TECH LTD incorporated and registered in England and Wales with company number 09267517|
|ubiCabs Commission||Means a variable commission applied to a booking on top of the fixed rate or the mileage calculated rate|
|Waiting Time||means the (i) elapsed time between the Pickup Time and POB; and/or (ii) elapsed time of a stop which is requested by the Passenger during the journey|
1.2 Offer of work
1.2.1 Under this Agreement ubiCabs will offer jobs to the Service Partner. UbiCabs will source jobs both from its own customers, via the ubiCabs apps and website, and will partner with external businesses (directories, websites, apps, etc.) to submit jobs to the Services Partner via the ubiCabs platform.
1.2.2 Under this Agreement the Service Partner guarantees to carry out allocated work in a timely manner, with due skill and care.
1.3 Service Partner responsibilities
1.3.1 The Service Partner will ensure the Services are provided strictly in accordance with the Agreement and the specific requirements of ubiCabs as may be amended from time to time following Notice (as defined in clause 1.10).
1.3.2 The Service Partner will provide the vehicle and will be responsible for using this vehicle, and for providing safe and punctual road transportation services on behalf of ubiCabs.
1.3.3 The Service Partner will carry out the Services promptly, professionally and diligently in accordance with best ground transportation industry practice, and any applicable statutory regulations and requirements.
1.3.4 The Service Partner will ensure for the Term that it is in possession of all current valid transportation, business and other ancillary licences, consents and permits of any kind that are required under local, state, regional, federal, national or international law or regulations to undertake provision of the Services. Copies of all associated licences and other relevant documentation including the Service Partners certificate of incorporation will be provided by the Service Partner to ubiCabs before commencing the Services for ubiCabs and whenever there are any changes or renewals.
1.3.5 The Service Partner will ensure that all vehicles and all Drivers are fully licensed and are in full compliance with any and all governmental or quasi-governmental laws, regulations, authorities and jurisdictions whether local, state, regional, federal, national, international or otherwise.
1.3.6 The Service Partner will for the Term, maintain at its own expense and in full force, valid and effective policy of insurance in respect of any liability, which the Service Partner may incur towards any passenger, employee, or third party, as a consequence of the negligent act or omission by the Service Partner, whether such act or omission shall occur in the Service Partners vehicle, at the Service Partner’s base of operations or at any other place where the Service is being provided. Minimum insurance cover: £1,000,000 of coverage for each and every claim and £3,000,000 in the aggregate covering any 12 month period. The Service Partner will provide ubiCabs with a copy of the current insurance certificate(s) and policy (ies), and any excess liability policies, before commencing the Services for ubiCabs and at any renewal of, or change to, such policy (ies). The insurance policies will be provided by a reputable and well established insurer and the Service Partner.
1.3.7 Where the vehicle being used for the job is not owned by the Service Partner then the Service Partner will ensure that the owner of the vehicle complies to all the requirements of clause 1.3.6 including, if required by ubiCabs, a copy of all such insurance policies. In the event that the vehicle owner does not maintain the coverage and policies required in 1.3.6, the Service Partner agrees that ubiCabs may hold the Service Partner liable absolutely for any claims or actions arising from the negligent act or omission of the vehicle owner.
1.3.8 The Service Partner agrees that:
a) it will devise appropriate systems and procedures to ensure that any personal data which it processes in the course of the Services are adequate, relevant, not excessive, accurate and, where necessary, kept up to date and not retained for longer than is required by applicable laws or regulations;
b) it will implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and accidental destruction or loss
1.3.9 ubiCabs has the right to disallow the Service Partner from using a particular type of car or an individual driver to provide services for ubiCabs under this agreement. ubiCabs need not justify the reasons for any requests made in regard to this clause.
1.4 Prices and Payment Terms
1.4.1 Rates payable to the Service Partner by ubiCabs at the Start Date for bookings are detailed in Section 2.1.
1.4.2 Service Partner will be sent a monthly statement from ubiCabs within 7 working days after the end of the month to which the Services relate.
1.4.3 Any service credit, remedy or other sum payable by the Service Partner to ubiCabs may be deducted from the Service Partner’s monthly payment. ubiCabs will provide a list of such deductions.
1.4.4 Amounts due to the Service Partner will be paid in arrears 14 days after the end of the month to which the Services provided relate either by check or by electronic transfer (in which case the Service Partner is responsible for wire fees if any). Unless otherwise agreed by the parties such payments will be in UK Sterling.
1.5 Standard of Performance, Indemnity
1.5.1 The Services will be performed in accordance with this Agreement.
1.5.2 The standard of performance for the Services is defined by the Service Level Agreement (separate document). If the standard of performance of the Service is not defined in this Agreement, then the Service Partner will execute the Service with due care, skill and diligence required in accordance with best industry practice.
1.5.3 Service Partner will use its best efforts to ensure that such standard of performance is not impaired, subject to Force Majeure. Should the Service Partner fail to meet the specified Service Level Agreement appropriate and reasonable deductions/ charges may be made by ubiCabs from/to the next payment. Such deductions/charges are outlined in Service Level Agreemenet.
1.5.4 For the purpose of clarification, the Services will be performed in a manner for which safety and time are of the essence.
1.5.5 The Service Partner will indemnify, and keep indemnified, ubiCabs, its parent, and any of its subsidiaries or associated companies against all losses or liabilities (including, in particular, damages, legal and other professional fees and costs, penalties and expenses) which may be suffered or incurred by ubiCabs its parent and any of its subsidiaries or associated companies which arise directly or indirectly out of the Service Partner’s performance or non-performance of the Conditions or Services under this Agreement.
1.6 Force Majeure
1.6.1 Neither Party will be liable for delay in performing or failure to perform obligations under this Agreement, if the delay or failure results from events or circumstances beyond its reasonable control. Without prejudice to the generality of the foregoing, the following will be regarded as such circumstances (“Force Majeure”):
a) acts of God, explosion, flood, extremely bad weather, fire, power cuts, and internet disconnection;
b) war, hostilities, invasion, riot, civil disturbance or acts of terrorism;
c) labour disputes (but not of ubiCabs’ or Service Partner’s own workforce) which involves complete or substantial stoppage of work;
d) acts, restrictions, regulations, by-laws, refusals to grant a license or permit, prohibitions or measures of any kind on the part of any governmental authority.
1.6.2 Such delay or failure will not constitute a breach of this Agreement. ubiCabs reserves the right to engage third parties to replace the Service Partner’s obligations and ensure that Services continue to be provided during such a period. During such a period the Service Partner will only receive payment for Services completed by the Service Partner in accordance with the service level agreements of this Agreement
1.6.3 If either Party is affected by Force Majeure, it will promptly notify the other party of the nature and extent of the circumstances in question and will use reasonable endeavours to avoid or mitigate any such period of delay.
1.7.1 If the Service Partner commits any breach of this Agreement and, in the case of a breach capable of remedy, fails to remedy it within 2 (two) Business Days after receipt of written notice from ubiCabs requiring its remedy, ubiCabs will be entitled to terminate this Agreement by giving written notice of termination to the Service Partner.
1.7.2 Either party may terminate this Agreement or any Order in its absolute discretion at any time on 1 (one) week written notice.
1.7.3 The expiration or termination of this Agreement will not release either party from any liability, obligation or agreement which, pursuant to any provision of this Agreement, is to survive or be performed after any such expiration or termination.
1.8 Confidentiality, Non-Solicitation
1.8.1 Confidential Information means all or any information to which confidentiality is capable of attaching and which is the proprietary information of ubiCabs, ubiCabs’ parent, subsidiaries, associated companies and / or any of its Passengers, which will include without limitation, their name(s), address(es), occupation(s) and destination(s), information concerning the business, research, projects, pricing policies, future business strategies, marketing, contracts, price-sensitive information, accounts, finances and other plans or strategies of the Client and/or any of their affiliates or subsidiaries; any other kind of oral or written information with respect to the Client or any passenger(s) of which the Service Partner becomes aware whilst under contract with ubiCabs (which for the avoidance of doubt shall include any conversations and/or any phone conversations that the Service Partner may inadvertently overhear whilst providing services to the Client hereunder); whether or not such information is reduced to a tangible form or is marked in writing or designated orally as confidential, and including but not limited to ubiCabs’ remote despatch system, client and Passenger lists, rates, and all information documents or correspondence and other matters in connection with this Agreement, and/or the provision of the Services.
1.8.2 The Service Partner will not either during or after any period during the Term of their Agreement with ubiCabs communicate to any person (i) any information relating to ubiCabs’, any client’s or any Passenger’s plans, schedules, clients, potential clients, financial or other dealings with any person or persons which information was derived from ubiCabs its parent, or any subsidiary or associated company or from any client or Passenger of ubiCabs, or (ii) any Confidential Information of which they have become aware. This clause will survive the termination or expiration of this Agreement.
1.8.3 The Service Partner undertakes that it will respect and preserve the confidentiality of the Confidential Information and it will not without the express prior written consent of the Client either:
a) Communicate or otherwise make available the Confidential Information to any third party;
b) Use the Confidential Information for any purpose whatsoever.
1.8.4 The above obligations shall not apply or shall cease to apply to such of the Confidential Information if it can be shown to the reasonable satisfaction of the Client, that the information:
a) has become public knowledge other than through the default of the Service Partner;
b) was already known to the Service Partner prior to disclosure by the Client or any passenger carried by any driver;
c) Has been received from a third party who did not acquire it in confidence from the Service Partner
1.8.5 All the Confidential Information will at all times remain the property of the Client and the Service Partner will not have any rights in it whatsoever. The Service Partner shall immediately return to the Client any and all documents recording any Confidential Information, which may be in the Service Partner’s possession, power or control.
1.8.6 The Service Partner shall not, without the prior written consent of the ubiCabs, advertise or publicly announce that the Service Partner is undertaking work for ubiCabs.
1.8.7 The Service Partner may not assign the benefit of this Agreement
1.8.8 The construction, validity and interpretation of this Agreement shall be governed by English law and the parties hereby irrevocably submit to the exclusive jurisdiction of the English courts.
1.8.9 The Service Partner will indemnify ubiCabs against all and any actions, claims, costs, losses and liabilities incurred in consequence of any breach by the Service Partner of Clause 1.8.2. This Clause will survive the termination or expiration of this Agreement.
1.8.10 The Service Partner agrees that it will not either on its own behalf or on behalf of any other person, firm, or company canvass, solicit the custom of or endeavour to entice away from ubiCabs, its parent company, any of its subsidiaries or associated companies, any person, firm or company which is, or has been in the preceding 12 months prior to the solicitation, a Passenger or client of ubiCabs or its subsidiaries. This Clause will survive the termination or expiration of this Agreement for a period of one year.
1.9.1 Any Notices or other communications required or permitted hereunder will be sufficiently given upon receipt if (a) given in writing and personally delivered or (b) sent by overnight commercial courier service (with receipt signature) or (c) sent by email, to the address approved by the Service Partner under the Company Information section on the ubiCabs Operator Screen.
1.10 Entire Agreement
1.10.1 It is agreed by both parties that the Agreement is not intended to constitute a contract of employment.
1.10.2 This Agreement represents the entire agreement between the two parties and supersedes any other agreement or understanding, verbal or written, which the parties may previously have entered into.
1.10.3 Both ubiCabs and the Service Partner consider that the restrictions contained in this Agreement are reasonable, but if such restriction will be found to be unenforceable but would be valid if any part of it were deleted or the period or area of application reduced such restriction will apply with such modification as may be necessary to make it valid and effective.
1.11.1 The Service Partner agrees that ubiCabs may alter the terms of this Agreement in order to reflect ubiCabs contractual obligations to its clients and Passengers and any legal, regulatory or corporate requirement. Such variations will be effected by means of an written addendum to this Agreement which will be notified to the Service Partner and will be binding on the Service Partner 7 days (or less if required by law) following receipt of such notification by the Service Partner.
1.12.1 The Service Partner will not assign or otherwise transfer any of its rights or obligations under this Agreement to any third party without the prior written consent of ubiCabs, and providing that such consent, assignment or transfer will not excuse the responsibility, obligations or liability of the Service Partner pursuant to this Agreement.
2 Prices and rates
2.1 Booking types
2.1.1 Total Fare for bookings is calculated either as follows:
a) Fixed Rate, intended as the price set by the Service Partner between two predefined locations under the Area to Area Prices Section on the ubiCabs Operator Screen plus the ubiCabs commission; or
b) The Mileage Rate is detailed on the Start Date under the Prices Section on the ubiCabs Operator Screen and is approved by the Service Partner.
c) The Service Partner will have the right to modify the above rate at any time, via the ubiCabs Operator Screen.
d) Modification of the rate will not affect bookings allocated prior the modification itself.
2.2 Amendments and extras
2.2.1 If the booking is changed to a different booking by the Passenger prior to pick up, on pick-up or during the journey, the Service Partner must amend the booking details in the apposite section on the ubiCabs Operator Screen, before the booking is completed.
2.2.2 In the event that the Service Partner does not amend the booking in the apposite section and within the specified period details then ubiCabs will not be obligated to reimburse the Service Partner for Additional Charges or rates incurred.
2.3 Waiting Time
2.3.1 For airport pick-ups, the first sixty (60) minutes of waiting time (commencing after the confirmed landing time of flight) are included in the Original fare for the booking and cannot be billed as an extra.
2.3.2 For all other bookings, the first ten (10) minutes of waiting time are included in the Original fare for the booking and cannot be billed as an extra.
2.4 Penalties and cancellation fees
2.4.1 Should the Service Partner fail to complete an allocated booking due to lack of availability ubiCabs may impose an appropriate and reasonable charge. This charge is agreed to be:
a) 50% of the Total Fare with a minimum of £5, in case of a cash booking;
b) 50% of the Total Fare with a minimum of £5, in case of a Card Booking.
2.4.2 Should the Service Partner fail to meet the minimum standards stated in the ‘Service Level Agreement’ Section, ubiCabs may impose to the Service Partner appropriate and reasonable charges as outlined below:
a) Should a Passenger report an attempt by the Driver to obtain a sum greater than the Total Fare agreed for a cash job, a charge of 50% with a minimum of £5 of the fare plus any extra money paid from the Passenger to the Driver that was not included in the Total Fare amount, is agreed.
b) Should a Passenger that booked a Card Job report an attempt by the Driver to obtain cash payment, a charge of 50% of the fare with a minimum of £5 is agreed.
c) Should the Service Partner cancel a job completed via the Operator Screen, a charge of 50% of the fare with a minimum of £5 plus any extra money paid from the Passenger to the Driver that was not included in the Total Fare amount, is agreed.
2.4.3 A cancellation fee may be paid on advanced bookings from ubiCabs to the Service Partner if:
a) An card booking is cancelled by the Passenger:
b) And the allocated credit card booking is already assigned to a Driver
2.4.4 The cancellation fee will be as follows:
|Booking type||Scenario||Fee paid in GBP|
|Airport||Less than 60 minutes before pickup|
|After pickup time|
|Non-Airport||After pickup time|
2.4.5 To be eligible to receive cancellation fees the Service Partner will need to communicate all related booking id to the ubiCabs Account Manager within 24h from the event.
2.5 Dispute Resolution
2.5.1 If any dispute arises, in relation to the Agreement, the dispute in the first instance will be considered in discussions involving the ubiCabs Manager and the ‘Service Partner’ Manager overseeing or providing the service, which is the subject of dispute.
2.5.2 In the event that the parties are unable to settle the dispute in accordance with Clause 2.5.1 any outstanding issues will be considered in discussions involving the director(s) and board members of ubiCabs and the ‘Service Partner’ Owner.
2.5.3 If the parties are unable to settle the dispute in accordance with Clause 2.5.2, the parties will attempt to settle it by independent mediation or by referral to the Legal Services Board.
2.5.4 To initiate a referral to the Legal Services Board, a party by one of its Lead Officers must give at least 5 days written notice to the other party, before referring the dispute to the Legal Services Board in accordance with Clause.
2.5.5 On commencement of independent mediation, no party may commence referral to the Legal Services Board until independent mediation has terminated.
2.5.6 Either party may refer a dispute to the Legal Services Board before referral to independent mediation
3 Service level agreement
3.1 Additional definitions
|Accepted Booking||A Booking is considered accepted by the Service Partners if:- The Service Partner has accepted the booking via the operator site;- One of the Drivers managed by the Service Partner has accepted a booking on a driver app (applications freely available on the AppStore and Google Play for drivers to be used in connection with the ubiCabs platform);- The Service Partner has confirmed its agreement for a booking, which is then accepted by ubiCabs on behalf of the Service Partner;- The Booking has been automatically Accepted by the ubiCabs platform on behalf of the Service Partner accordingly to the minimum notice required by the Service Partner for guaranteed availabilities;|
For all allocated booking ubiCabs will send a confirmation email and notification through the ubiCabs notifier to the Service Partner.
|Completed Booking||A job is defined as completed when the following conditions apply:- The Passenger has been picked up and dropped off at the destination and location specified, and- The Service Partner has completed the job via the apposite “Job Completed” button on the ubiCabs Operator Screen.|
3.2 Service Standards
3.2.1 The Service Partner will provide the Services in accordance with certain minimum standards.
3.2.2 The Service Partner will:
a) Ensure that any Accepted or any Auto-Accepted booking is completed in a professional and timely manner;
b) Ensure that drivers are allocated in the system at least 15 minutes before the pickup time, or as soon as possible for ASAP bookings;
c) Ensure vehicles are current models, clean and in good condition inside and outside;
d) Ensure that the Company, vehicles and Drivers are, licensed and insured in accordance with the relevant regulations;
e) Maintain Full Road Service Coverage;
f) Inform ubiCabs and the passenger of any problems regarding the pick-up, as soon as any problems become known and at least thirty (30) minutes prior to Pick-up Time for advanced booking, in any event;
g) For Airport pick-ups, ensure the Driver is at the pick-up point (Information desk) not later than fifteen (15) minutes after the confirmed landing time of the flight, unless otherwise instructed by the customer.
h) For Advance Bookings, where the pick up is not an airport, ensure the Driver is at the pick-up point five (5) minutes before the Pick-up Time;
i) For a Pick-up from a private address or a business address, ensure the Driver makes available the following Passenger notification services:
- A telephone call to a mobile or home/business phone number; and
- Knock or ring the bell at the front door of the residence or premises;
- Communication through the reception desk at the premises;
j) Plan and allow sufficient driving time for the Driver to reach the pick-up point, and allowing for any reasonably foreseeable delays;
k) Promptly inform ubiCabs the details of any Passenger service related issue and problem;
l) Ensure that Drivers keep a high standard of personal cleanliness, are properly dressed, carry (and produce upon request) their photographic ID, do not smoke or permit smoking in the vehicle at any time whatsoever, answer mobile phones via a hands-free kit, do not take personal calls when the Passenger is in the vehicle, are contactable at all times when on call;
m) Ensure that the rear Passenger area of the vehicle does not contain personal belongings of the Service Partner or the Drivers at any time throughout the journey, and that the Driver makes the front Passenger seat available for the Passenger if necessary or if requested to do so;
n) Ensure that the vehicle’s music, TV and radio system is not used whilst a Passenger is in the vehicle unless otherwise specifically requested by the Passenger;
- o) Ensure that Drivers are polite and courteous at all times, maintain the highest possible standards of behaviour, which is to include maintaining maximum discretion, avoiding over familiarity with the Passenger, and not arguing with or verbally abusing other road users;
p) Ensure that Drivers provide assistance to the Passenger with their luggage both into and out of the trunk;
q) Ensure the Driver is at the meeting point in good time and will at all times clearly display the appropriate name (Passenger, or company) and any other required information on a neatly written name board, this applies for all airport pick-ups;
r) Use its best efforts to ensure that all Drivers conform to all road traffic laws, including speed limits and restrictions, at all times during a booking;
s) Ensure that all Drivers are not under the influence of drugs/alcohol when driving;
t) Ensure that the Driver is informed of payment method chosen by customer;
u) Ensure that in a cash job the Driver will be informed of the agreed amount and will not, in any case, try to overcharge the customer;
v) Ensure that it will adhere, within reason, to the Passenger’s notes, added to the booking in the apposite note Box.