Independent Contractor Driver AGREEMENT
THIS AGREEMENT is made as of the Start Date (the “Start Date”) provided below in the Contract Details Form by and between UP ON CALL INC. a company existing under the laws of British Columbia, having its registered address of 38016 Cleveland Avenue, Squamish BC, V8B 0A8 (the “Company” “we” “us” “our”), AND, you the “Contractor” “you” “your” for the purpose of this Agreement) applying for registration on UpOnCall Driver App.
The Contractor hereby declares to be authorized to enter this Agreement. The Contractor acknowledges and agrees that this Agreement is subject to scrutiny of the Documents (defined in Section 8) and other documents as may be required by the Company at the time of registration. and that this Agreement shall become binding strictly upon the approval of the Documents by us. The Contractor acknowledges that by filling the registration form, a legally binding Agreement between the Company and Contractor is being created (the Company and Contractor hereinafter referred individually each as a “Party” and collectively as “Parties” throughout the Agreement). The Contractor acknowledges to have understood this Agreement and agrees to be bound by its terms and conditions. The Contractor acknowledges that this Agreement will be effective from the date on which the Contractor applied for registration and opened an online account on Driver Signup.
TERMS AND CONDITIONS
PURPOSE OF THIS AGREEMENT
The Company offers goods delivery services from merchants registered with us (“Merchants”) including without limits grocery stores, pharmacies, bakeries and food and liquor stores (the “Services”) to users (the “Customer”) utilizing the Company’s mobile application(s), website(s) or relatable channel(s) directly managed or owned by us. The Company will provide limited access to the mobile application of the Company (the “App”) that enables you to provide Services to Customers subject to the terms of this Agreement. Our App enables you to seek, receive, and fulfil requests from registered Customers of the Company.
This Agreement shall commence from the date on which the Contractor applied for registration and opened an online account on Driver Signup and will subsist until terminated by the Contractor or Company subject to the terms of this Agreement.
The Contractor retains the right to provide their services to other customers and entities besides the Customers of the Company.
Upon installation of the App on your device(s) compatible with the App (“Authorized Device”) and following all steps as may be prompted on the App including without limits providing profile information, Customer requests will appear on the App when you are in the vicinity of a Customer.
If the Contractor accepts a Customer request through the App to provide Services, the Contractor shall hereby through this reference enter into a “Provision of Services Agreement”. You will be provided with the Customer’s first name and their order details via the App and you shall accordingly pick up the Customer’s order from the Merchant specified on the App and deliver the goods provided by such Merchant to the Customer. You acknowledge and agree to providing Services to the Customer, at your own expense and necessary tools and equipment.
The Contractor may provide the Services using their own Vehicle.
The Contractor is not required to perform a minimum level of Services or achieve targets during the Term of this Agreement unless specified otherwise by the Company in writing.
The Contractor retains the rights to provide Services at such times, and during such intervals, as you solely decide. The Contractor may refuse to perform the Services, prior to entering a Provision of Services Agreement with our Customers at any time.
The Contractor is not mandated to follow any suggested routes, directions as may be displayed through the App for the performance of the Services.
The Contractor shall abide by the code of conduct(s) as may be published or provided by the Company from time to time in addition to the terms of this Agreement (“Code of Conduct”) which is incorporated herein by this reference.
The Contractor shall deliver all Customer orders to the address provided by the Customer and strive to do so without any delays.
You are responsible for the acquisition, cost, and maintenance of mobile Authorized Device(s) and any associated wireless data plans used to access our App. The Company or their affiliates are not responsible or liable for any fees, costs, or overage charges associated with any data plan.
Subject to the terms of this Agreement, the Company gives you a limited, revocable, non-sublicensable, non-exclusive, and non-transferable license to the App only for purposes of using the App in accordance with the terms of this Agreement. It is expressly prohibited without the prior express permission from the Company to use, reproduce, modify, distribute, or store any Content for purposes other than using the App consistent with this Agreement. All rights not expressly granted to the Contractor by the Company are retained by the Company.
Relationship with Customers
The Contractor acknowledges and agrees to provide the Services in consonance with industry standards using common prudence. You hereby through this reference acknowledge and agree that when you enter into a Provision of Services Agreement with the Customers, a direct and legally binding relationship is created between the Contractor and the Customer. The Company is NOT a party to the Provision of Services Agreement. The Company shall not be liable for any disputes, claims, damages arising out of or in connection with the Provision of Services Agreement.
The Contractor further agrees to keep all information they receive about the Customers confidential and not disclose Customer information including without limits their phone numbers, addresses etc. Unauthorized disclosure of Customer information may result in termination of the relationship between the Company and the Contractor.
Relationship with the company
The Contractor is engaged with the Company as a non-exclusive independent contractor solely for the provision of the Services to the Customers in accordance with the terms of this Agreement. The Company shall not be deemed to control or direct you in the performance of this Agreement including in connection with the provision of Services, acts or omissions, or operation and maintenance of your Vehicle. The Company retains the right to, at any time at its sole discretion, deactivate or otherwise restrict the Contractor from accessing the identification and password key assigned to you by the Company (“Driver ID”) and/or the App, in the event you are discovered to be in contravention to the terms of this Agreement. The Company also retains the right to deactivate or otherwise restrict You from accessing the Driver ID and/or the App, for any other reason at the sole and reasonable discretion of Company.
Solely the Contractor is responsible for obtaining, using, and maintaining all the equipment and tools required to provide the Services including without limits, your Vehicle, Authorized Device(s), Customer deliverables et cetera.
The Contractor acknowledges and agrees that the Customer shall be prompted via the App, to rate the performance of the Contractor after availing the Services and the Contractor will also be prompted to rate the Customer. The Customer and the Contractor may also be prompted via the App to provide comments and/or feedbacks in addition to rating. However, there is no obligation on the Contractor or the Customer to provide ratings or comments nor is there any consequence for not providing a rating.
Requirements and Documentation
You may be subject to certain background, driving record, and other checks from time to time. You acknowledge and agree that you shall always hold and maintain a valid driver’s license and all other required licenses, permits, work entitlements, approvals, and authority to provide Services. You acknowledge and agree that your Vehicle must meet all legal requirements prior to providing the Services. The Vehicle must be properly registered and licensed, and maintained in good operating condition. You must provide written copies of all licenses, permits, work entitlements, approvals, authority, registrations, and certifications (including renewals) (the "Documents") on-demand to the Company, in order to demonstrate compliance with your representations made in this Agreement and our Code of Conduct.
Fee Calculation, Benefits, Incentive, and Payment to You
No relationship of principal to agent, master to servant, employer to employee, or franchisor to the franchisee is established between the Parties. You acknowledge and agree that you are responsible for payment of all permits, licenses, insurance, health benefits, workers compensation or insurance, disability benefits, employment insurance, and all taxes (including without limitation, foreign, federal, state, provincial, county, and local income taxes), or amounts in lieu thereof, and interest thereon levied or based on amounts payable or paid to you by the Company (excluding taxes on our net income) and you agree to indemnify the Company fully in connection with any of the foregoing.
You will receive a Fee from the Customers for each instance of completed Services pursuant to the appropriate Provision of Services Agreement ("Fee"). The Company shall be responsible for calculating the Fee that the Contractor will charge Customers. You can also charge the Customers for any applicable road, bridge, ferry, tunnel, and airport charges and any other fees (including inner-city congestion, environmental or miscellaneous charges as reasonably determined by the App) ("Tolls"), taxes and/or fees incurred during the provision of Services. The Company reserves the right to change the percentage or formula etc. used to calculate the Fee at any time at the Company's discretion. The Company will provide you with notice in the event that any such change would result in a change in the recommended Fee.
From time to time, Company may make an incentive payment(s) to you in consideration for the satisfaction of certain conditions as determined by Company in its discretion (“Conditions”). These Conditions may be communicated to you, including via text message and email. You acknowledge and agree that any incentive payment(s) is made to you at Company’s sole discretion, subject to the Conditions.
Company agrees to remit, or cause to be remitted, to you on at least a weekly basis, (a) the Fee after making appropriate deductions including other fees charged by Company; (b) the Tolls; (c) any incentive payments; and (d) depending on the region, certain taxes, and ancillary fees (where applicable).
In consideration of the Company’s provision of the App to the Contractor, you agree that the Company shall charge a certain amount which will be derived from the Fee upon successful completion of the Services in each instance by you pursuant to relevant Provision of Services Agreement (“Company Fee”). The contractor will be able to see the earnings-related calculations that they are entitled earning for the “task” in the app. In the unlikely event the Company accidentally charges inappropriate Company Share, the Company shall rectify such error and adjust amounts as required. The Company may provide you with notice via email or via the App, of the Company Fee that applies to the Services provided by you.
You acknowledge and agree that you are required to: (a) complete all tax registration obligations and calculate and remit all tax liabilities related to the provision of Services as required by applicable law; and (b) provide the Company with all relevant tax information requested of you by Company and their affiliates. You further acknowledge and agree that you are responsible for taxes on their earnings arising from provision of Services, including without limitation, income tax, and GST.
INTELLECTUAL PROPERTY RIGHTS
The App contains Intellectual Property of the Company in the form of content, graphics, videos, audios, text, and any other digital content (“App Content”). This is an agreement for the use of App, and you are not granted a license to any App Content under this Agreement. Except to the extent that applicable laws prevent us from doing so, you will not, directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through the App; (ii) remove any proprietary notices or labels from the App Content; reproduce or copy the App Content or any part thereof; (iii) modify, translate, or create derivative works based on the App Content; (iv) copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the App Content; (v) create any derivative product from any of the foregoing; (vi) without our express written permission, introduce automated agents or scripts to the App so as to produce multiple accounts, generate automated searches, requests and queries, or to strip or mine data from the App; or (vii) allow third parties to gain access to the App or to App Content in any manner other than as expressly permitted in this Agreement.
You acknowledge and agree that the App, the names and logos and all related product and names, design marks and slogans, and all other material comprising the App, are the property of the Company or its affiliates (collectively, the “Marks”). Unless stated otherwise, all Marks are protected as the copyright, trade dress, trademarks and/or other intellectual properties owned by us or by other parties that have licensed their material to us. You are not authorized to use any of the Marks in any advertising, publicity, or any other commercial manner without the prior written consent of Company. Your use of the App confers no title or ownership in the App or the Marks and is not a sale of any rights in the App or the Marks. All ownership rights remain in Company or its third-party suppliers, as the case may be.
You are solely responsible for any content and other material that you submit, publish, transmit, or display on, though, or with our App (“Content”). You grant us a non-exclusive, worldwide, royalty-free, and fully paid license to use the Content, as necessary, for purposes of providing the App to you and other users of the App. All rights in and to the Content not expressly granted to us in this Agreement are reserved by you.
You acknowledge and agree that any comments, ideas and/or reports provided to us (“Feedback”) shall be the property of Company and you hereby irrevocably transfer and assign to Company such Feedback, and all associated intellectual property rights, provided however that you shall be free to use such Feedback in the ordinary conduct of your business.
It is our policy to limit access to our App of Contractors who infringe the intellectual property rights of others, as a consequence of which we shall terminate temporarily or permanently your Driver ID and/or the App.
The Contractor acknowledges that pursuant to this Agreement, the Contractor will have access to confidential information of the Company and its affiliates, which has been provided by the Company. The Contractor undertakes to keep confidential all data and other confidential information of the Company and shall not sell or otherwise make that information available to any third party. Confidential information shall mean and include all information, whether verbal or written, disclosed to the Contractor by the Company or App users and Customers as the case may be, but not be limited to Customers’ details, phone numbers, market information, all work products and documents related thereto, the contents of the Company App or any other information, whether provided orally or in writing, received or to be received by the Contractor. Further, the Confidential Information at no times can be disclosed to any party in the same or similar business as that of the Company (“Competitor”). In the event, the Company becomes aware that the Confidential Information has been disclosed to a Competitor or has been used for the benefit/interest of the Competitor, The Company can claim such direct and indirect damages as it may suffer due to such losses.
Motor Vehicle and insurance
You hereby through this reference agree to the following terms and requirements:
You own or have the legal right to operate, a duly registered Vehicle and you will use the Vehicle to provide the Services.
You have a valid driver's license duly recognized in the territory in which you will be providing Services pursuant to this Agreement ("Territory").
The Vehicle is in good operating condition and meets the industry safety standards for a vehicle of its kind.
You have a valid policy of liability insurance for the Vehicle (including minimum third-party liability policy limits of $1,000,000), and any other insurance that is required by applicable laws in the Territory.
You will be solely responsible for any and all liability that results or is alleged as a result of the operation of the Vehicle including, but not limited to personal injuries, death, and property damages. You will obey all local laws related to the performance of the Services and will be solely responsible for any violations of such local laws.
You agree to maintain during the term of this Agreement motor vehicle liability insurance on the Vehicle which you operate at insurance levels that satisfy the minimum requirements to operate a motor vehicle on public roads. You agree to provide the Company with a copy of the insurance policy, policy declarations, proof of insurance identification card, and proof of premium payment for the insurance policy required upon request. You are required to promptly notify the Company of any accidents that occur while providing Services and to cooperate and provide all necessary information. You agree that you are not an employee, or a worker, or a deemed worker for the purposes of any workers compensation laws and therefore acknowledge that Company does not, and is not required to, maintain, or provide workers’ compensation insurance or maintain other occupational accident injury insurance on the Contractor’s behalf. You agree to maintain at your cost during the term of this Agreement workers’ compensation insurance or other occupational accident injury insurance (or the local equivalent) as required by any applicable law and otherwise comply with all statutory workers compensation requirements.
Representation and Warranties
You represent and warrant as follows:
You operate an independent business (either as a sole proprietor, partnership, or company) that provides the Services
You have or possess unregulated access to all tools of the trade required to perform the Services pursuant to this Agreement
You have acquired such permits, licenses, approvals, and authority that may be needed under the law of the Territory to perform the Services
You have a smartphone with an operating system of iOS 9.3 or Android 5.0 or higher
You will keep secure and confidential any account password(s) or any identification we provide You from time to time
EACH PARTY REPRESENTS AND WARRANTS TO EACH OTHER THAT THEY HAVE FULL POWER AND AUTHORITY TO SIGN, DELIVER AND PERFORM THEIR OBLIGATIONS UNDER THIS AGREEMENT. THIS AGREEMENT CONSTITUTES VALID AND LEGALLY BINDING OBLIGATIONS ENFORCEABLE AGAINST THE PARTIES IN ACCORDANCE WITH ITS TERMS. THE SIGNATURE, DELIVERY, AND PERFORMANCE OF THIS AGREEMENT WILL NOT VIOLATE ANY PROVISION.
THE APP IS PROVIDED “AS IS”, “AS AVAILABLE” BASIS. THE USE OF APP IS AT THE YOUR SOLE RISK. THE APP IS PROVIDED WITHOUT WARRANTY, REPRESENTATION, OR GUARANTEE OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF TITLE OR ACCURACY AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, WITH THE SOLE EXCEPTION OF WARRANTIES (IF ANY) WHICH CANNOT BE EXPRESSLY EXCLUDED UNDER APPLICABLE LAW. THE COMPANY, OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS, AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE APP IS OR WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME, INSTANCE OR LOCATION; (II) ANY DEFECTS MATERIAL OR NOT, OR ERRORS WILL BE CORRECTED; (III) ANY/ALL CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE APP IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (IV) ANY/ALL INFORMATION IS COMPLETE, ACCURATE, UP-TO-DATE, OR RELIABLE; (V) ANY PARTICULAR SERVICE, CONTENT, OR PRODUCT REFERRED TO IN THE APP IS SAFE, APPROPRIATE, OR EFFECTIVE FOR YOUR AND/OR YOUR EMPLOYEES; (VI) THAT RESULTS OF USING THE APP PROVIDED BY US WILL MEET YOUR REQUIREMENTS(VII) THE USE OF THE APP PROVIDED BY US SHALL COMPLY WITH ANY LAWS, RULES, REGULATIONS, REQUIREMENTS, POLICIES, QUALIFICATIONS, OR BEST PRACTICES, INCLUDING BUT NOT LIMITED TO PRIVACY LAWS, PROFESSIONAL LICENSURE, OR REIMBURSEMENT; (VIII) THE USE OF THE APP SHALL NOT RESULT IN LEGAL DUTIES OR LIABILITY. WE DO NOT GUARANTEE IN ANY INSTANCE THAT ANY PARTICULAR CONTENT OR MATERIAL SHALL BE MADE AVAILABLE THROUGH THE APP.
Limitation of Liability
THE USE OF THE APP OFFERED BY US IS ENTIRELY AT YOUR OWN RISK. IN NO CASE SHALL WE, NOR OUR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, PARTNERS, SUPPLIERS, CONTENT PROVIDERS, OR ANY USERS BE LIABLE TO YOU UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH REGARDS TO THE APP FOR: (I) ANY LOST PROFITS, LOSS IN REVENUE, LOSS OF GOODWILL, ANY DATA LOSS, LOSS OF USE, COST OF PROCURING SUBSTITUTE GOODS OR SERVICES, OTHER INTANGIBLE LOSSES, OR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, EXEMPLARY, RELIANCE, PUNITIVE, LIQUIDATED, OR ANY SIMILAR CONSEQUENTIAL DAMAGES OF ANY TYPE WHATSOEVER (HOWEVER ARISING), (II) ANY, VIRUSES, BUGS, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGIN), (III) ANY PERSONAL INJURY OR HARM, INCLUDING DEATH, WHICH IS CAUSED BY YOUR USE OR MISUSE OF THE APP, (IV) ANY CLAIMS, DEMANDS, OR DAMAGES ARISING OUT OF OR RELATING TO ANY DISPUTE BETWEEN YOU AND ANY OTHER USER OF THE APP AND CUSTOMERS, OR (V) ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF GREATER THAN ANY FEES PAID TO YOU FOR USING OF THE APP AND PROVIDING SERVICES DURING THE IMMEDIATELY PREVIOUS THREE (3) MONTH PERIOD. REMEDIES UNDER THIS AGREEMENT ARE EXCLUSIVE AND ARE LIMITED TO THOSE EXPRESSLY PROVIDED HEREIN. NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO EXCLUDE OR LIMIT YOUR LIABILITY IN RESPECT OF ANY INDEMNITY GIVEN BY YOU UNDER THIS AGREEMENT.
You acknowledge and agree that you shall at all times defend, indemnify, and hold us harmless, and each of our affiliates’ including but not limited to, respective officers, directors, contractors, employees, agents, suppliers, and representatives against all liabilities, claims, fees, costs, penalties or sanctions, losses, expenses, and interest of any nature, including reasonable attorneys’ fees, arising out of or which may relate to: (a) your use or misuse of, or access to, the App; (b)your violation of any privacy, professional, ethics, licensing, or consumer protection laws, rules, or regulations; (c) your misuse of anyone’s private, proprietary, or personal data; (d) infringement by you (or any third party using your App account or identity in the App) of any intellectual property or other rights of any person or entity; or (e) otherwise in violation of this Agreement in any way. It is our right to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you shall assist and cooperate with us in asserting any available defences at your expense, including reasonable attorneys’ fees incurred by us.
The Contractor shall be solely liable for any and all accidents/incidents involving the Vehicle, while providing the Services. The Company shall not be held liable for any such accidents/ incidents involving the Vehicle.
All miscellaneous expenses pertaining to the Vehicle, such as maintenance expenditures, penalty for violation of traffic rules, etc., shall be borne solely by the Contractor, and the Company shall not be held liable or responsible for the same.
You agree that the Company’s role is limited to:
managing and operating the App and being a marketplace solely for the display of the Services in the manner decided by the Company unilaterally,
being an online booking platform facilitating the provision of Services by the Contractor to the Customers, and
payment collection through payments gateway to facilitate the transactions between Contractor and the Customers. Accordingly, the Company is merely an intermediary providing online marketplace services and the App is only a platform where Contractor shall offer Services to the Customers.
To the extent permissible under applicable laws, the Company disclaims and shall disclaim all liabilities, whether civil, criminal, tortious, or otherwise, that may accrue as a consequence of the breach by the Contractor (a) of the applicable laws in respect of the Services; (b) of the terms of the applicable licenses and permits that are issued by the transport authorities; or (c) of the duty of care the Contractor owes to the Customers.
Termination and its effect
This Agreement may be terminated as follows:
Material Breach: The Company shall be entitled to terminate this Agreement immediately for breach of any terms in this Agreement by the Contractor.
Termination at will: Either Party may terminate this Agreement at any time by providing fifteen days written notice to the other Party.
Termination of this Agreement shall immediately revoke all license(s) granted under this Agreement, and you shall effective immediately be prohibited from accessing or using the App and the App Content for any reason. Upon termination of this Agreement, the registration of the Contractor with the Company shall stand cancelled and the Contractor’s App account shall be terminated and the Contractor shall not be eligible to ply his Vehicle(s) and provide Services to Customers via the App.
Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of British Columbia, without giving effect to any choice of law or conflict of law provisions.
Initially, any complaint raised by a Contractor must be made directly to the Company manager by emailing legal@UpOnCall.com. Any dispute/controversy between UP ON CALL Inc. and the Contractor working with UP ON CALL Inc. are advised to resolve informally with good faith. If the dispute is not solved after 20 days of the person serving notice on another party, you and we agree that the dispute will finally resolve under confidential arbitration in accordance with the Arbitration Rules of appropriate jurisdiction. The seat of arbitration will be British Columbia or wherever convenient or necessary acting reasonably.
You and the Company agree that you and we will resolve any dispute on an individual basis. You will bring the dispute individually, in your capacity without any representation, plaintiff or join such claims with any other individual, entity, in action lawsuit, collective or representative proceeding of any kind including (existing and future) against any members of UP ON CALL Inc.
Entire agreement and severability. These Agreement is the entire agreement between you and us with regards to the App. This Agreement supersedes all prior, contemporaneous communications and proposals made (whether oral, written, or electronic) between you and us with regards to the App. If any provisions mentioned in this Agreement are found to be unenforceable or invalid, that particular provision or provisions will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. In the event of the failure of either Party to exercise in any respect, any right provided for herein shall not be deemed a waiver of any further rights hereunder.
Relationship of the parties. This Agreement is not an employment agreement and does not create an employment, independent contractor, or worker relationship (including from labor law, tax law, or social security law perspective), joint venture, partnership, or agency relationship.
Force majeure. We will not be liable in any case for any failure or delay in the performance of our obligations for any reason hereunder if such failure results from: (a) any cause beyond our reasonable control, including but not limited to, mechanical, electronic or communications failure or degradation, denial-of-service attacks, (b) any failure by a third-party hosting provider or utility provider, (c) strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
Assignment. You agree that this Agreement is personal to you, and are not assignable, transferable or sublicensable by you. We reserve the right to assign, transfer or delegate any of our rights and obligations hereunder without obtaining consent.
Notices. All notices under this Agreement shall be in writing Unless otherwise specified in this Agreement. Notices to us shall be sent by email to legal@UpOnCall.com. You shall ensure written confirmation of receipt for notice to be effective. Notices to you shall be sent to your last known email address (or the email address of your successor, if any) and/or to any email address that would be reasonably likely to provide notice to you, and such notice shall be effective upon transmission.
No waiver. Our failure to enforce any part of this Agreement shall not constitute a waiver of our right to later enforce that or any other part of this Agreement. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future.
Interpretation. The headers are provided only to make this Agreement easier to read and understand.
Code of Conduct
OBLIGATIONS OF THE Contractor
The Contractor shall ensure and confirm that he understands the language of the App and shall ensure that he/she chooses the language that he bests understands from amongst the languages that the App supports.
The Services provided by the Contractor shall be of the highest quality as per industry standards and in accordance with the oral and written requirements of the Company. The Contractor shall be liable for any loss caused to the Company and/or the Customer due to negligence of the Contractor in the performance of the Services.
The Contractor be deemed to be informed and shall also strive to stay informed about conditions such as strikes, curfews, traffic disruptions, weather conditions and the like that could affect the Services.
The Contractor shall provide the Services to the Customers in a courteous, effective, and timely manner.
The Contractor shall ensure registration of Vehicle at all times and shall hold and keep updated / renewed all licenses, insurance and permits necessary for the use of Vehicle.
The Contractor shall not undertake or assist in any unlawful or illegal activity while performing Services.
The Contractor shall not allow unauthorized persons to drive the Vehicle. The Company reserves the right to take any action at its sole discretion for any violation by the Contractor, which may extend to but not limited to termination and/or other legal action.
The Contractor shall ensure the safety and security of the Customers, his own self and that of the Vehicle at all times. The Contractor shall immediately bring to the notice of the Company any deviation from the provision of the Services as required under the Agreement, including but not limited to any accidents, damage to life or property.
The Contractor agrees that any breach of the Agreement by him/her is likely to cause the Company substantial and irreparable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available the Company shall have the right to specific performance and injunctive relief.
The Contractor shall ensure comprehensive insurance including without limitation third party insurance of Vehicles and such other insurance as may be required by Applicable Law is obtained and always maintained, and the Customer and/or the Company shall not be liable for taking insurance or paying premium thereof in respect of the Vehicle or any liability arising out of plying of such Vehicle.
The Contractor shall ensure that he is not using the Authorized Device for any purpose other than for providing Services in the manner provided under this Agreement. The Contractor shall ensure that the Authorized Device is not busy for long, unavailable or switched off while the Vehicle is being plied on the App.
On allotment of a booking/order in response to a Customer request, the Contractor shall ensure that the Vehicle arrives prior to the pick-up/allotted time.
The Contractor shall ensure that the Customer pays the Fees, Tolls and any fee or levy presently payable or hereinafter imposed by Applicable Law.
In the event any Customer leaves his/her property in the Vehicle, the same shall not be pilfered or tampered with by the Contractor and shall be reported immediately by the Contractor directly to Authorized Device Company. In the event the Contractor pilfers or tampers with the property of the Customer, the Contractor shall be solely liable for any damages claimed by the Customer and the Company may at its sole discretion terminate the Contractor’s registration and disable the Contractor’s access to the App and Driver ID. The Company shall in no event be liable for loss of or damage caused to the property of the Customer.
Contractor hereby acknowledges and agrees that the Company shall alone be responsible for settling any payment related issues between Customer and Contractor. In case of any conflict, the Contractor shall seek instructions from the Company. The Contractor agrees that the decision taken by the Company shall be final and binding on the Contractor in the aforesaid case.
The Contractor shall make himself/ herself available for such trainings as the Company may be required to organize pursuant to applicable law or as the Company may deem necessary from time to time.
The Vehicle shall be the sole responsibility of the Contractors and the Contractor shall be liable or responsible for any loss or damage to the Vehicle caused by a Customer or any other third party for any reason whatsoever.
The Contractor shall not drive rashly, shall follow traffic regulations and all Applicable Laws during the performance of the Services, wear seat belt, not consume liquor/cigarette, or any other kind of intoxicant while performing the Service(s) and shall have and hold a valid driving license and registration/insurance papers for the Vehicle at all times. The Contractor shall not take any personal calls except in the event of an emergency, without prejudicing the safety of the Vehicle and others. Contractor shall take all calls from the Customer and the Company only after stopping the Vehicle at an appropriate location to take the call, without being a hindrance to the traffic around him or without violating any traffic rules.
Any cancellation after acceptance of a Customer request and entering the Provision of Services Agreement is prohibited except in exceptional circumstances based on a justifiable explanation provided by the Contractor. The Contractor shall immediately inform the Company in case of any cancellation. Further, the Contractor hereby agrees such cancellation or refusal to provide Service may, lead to a deduction in form of withholding of part or whole of the Fee and other amounts due.
The Contractor shall be solely responsible for:
any failure to complete the Services accepted by the Contractor;
any failure to pick up goods at the allotted time and/or place;
any rash and negligent driving, verbal, physical or harassment of any nature;
any violation or non-adherence to the applicable law;
any nuisance or damage caused to the property of the Company by the Contractor or any misbehavior with the Company representatives; misbehavior shall include within its purview using abusive language, causing physical harm, and making indecent gestures;
any physical and/or mortal danger caused to the Customers whilst using or in connection with the Services;
any delay caused to the Customer(s); and
charging excess Fee, Tolls and other amounts from the Customer or charging the Customer more than what is displayed on the App or otherwise due;
The Contractor, shall not either directly or indirectly
engage in any conduct that damages the reputation or causes inconvenience in any manner, to the Company; or
be the reason for the Company to be a part of any negative publicity.
The Contractor hereby agrees that any complaint/s by Customers regarding the Vehicle or Contractor will be considered to be a breach of the obligations by the Contractor hereunder for which the Company shall not be responsible in any manner. If there is any serious complaint regarding any particular Vehicle and/or Contractor, The Company may, in its sole discretion, immediately terminate the access to the App of such Contractor and their Driver ID, by providing a notice to Contractor to this effect.
The Company may require the Contractor to affix the Company brand including but not limited to its logo / sticker on the Vehicle. In such event, Contractor shall extend all necessary support and assistance to the Company for affixing the Company brand on the Vehicle. It is hereby clarified that Contractor will not be entitled for any additional payments for the Company logo / sticker affixed on the Vehicle, if any.
Contractor will strictly follow Discipline Policy which shall be subject to change and any changes shall be intimated to the Contractor from time to time via text messages or e-mail. Discipline Policy is mentioned below:
BREACH/FINE CONSEQUENCES: AS INFORMED BY THE COMPANY FROM TIME TO TIME
Asking for tips: Contractor shall not proactively ask for ‘tips’ from the Customer.
Personal hygiene: Contractor shall wear neat clothes at all times. Contractor shall maintain personal hygiene.
Vehicle Cleanliness: Contractor shall keep the Vehicle and dashboard clean.
Disturbing Customer: Contractor shall not unnecessarily blow horn and disturb other persons.
No Smoking/Tobacco/Food Item: Contractor shall not smoke inside the Vehicle.
Calls: The Contractor should not make any fake calls or give any missed calls to the Customer’s contact number. The Contractor should only give a call to the Customer informing the Customer about the arrival of the Vehicle at the required location. Contractor shall not make unwarranted use of the Customer contact details.
Routes: The Contractors shall be well versed with the routes.
Vehicle Branding: The Company Sticker, if any, on the Vehicle should not be removed till the Vehicle is active on the App.
Mobile Phone Usage: Contractor shall not use mobile phones (unless for emergency purposes) while driving. This includes but not limited to Text messages, video calls, voice, MMS and downloading. However, this shall not apply in case of calls from the Company representatives and the Customer.
Rash Driving: Contractor shall not exceed the prescribed speed limits.
Driving License & Other Documents: It is mandatory to keep Contractor’s driver’s license and all relevant impacting papers (permits, Insurance, etc.).
No Rejections: The Contractor shall not reject to provide Services to the Customer upon acceptance and entering into the Provision of Services Agreement and shall not switch off their Authorized Device under any circumstances.
Traffic Rules: Contractor shall obey all traffic rules including traffic signals.
Contractor shall keep all statutory documents at all times.
Contractor shall wear seat belt all the time while driving.
No Alcohol/Drugs: Contractor shall not consume/intake or be under the influence of alcohol or narcotic or controlled substances while providing the Services.
Abusive or discriminatory Contractor: Contractor should not do anything like abusing the Customer, talking to Customer or any such behavior which shall make the Customer feel uncomfortable. Contractor should not discriminate against Customer for any reason, including on the basis of sex, race, caste, creed, religion, disability or nationality.
Extra Ordinary Circumstances: Any instance of Contractor’s behavior that directly or indirectly impacts the Company’s “Brand Image”.
Medically Fit: Never drive the Vehicle if medical conditions will impact driving.
Unauthorized Goods or Persons: The Contractor shall not carry any unauthorized goods or persons in the course of providing the Services.