APPLICABILITY AND ACCEPTANCE
These Terms and Conditions (hereinafter: “These Terms”) constitute the full agreement between the Partner (also referred to as “you”) and Wheely in relation to the Partner offering Passenger Transport services through the Wheely platform. Please review These Terms carefully before you accept them.
Wheely: Wheely Technologies Ltd, a UK private limited company with company number 07994380. The company’s registered office is at 50 Skylines Village, Limeharbour, London E14 9TS.
PHO: Wheely London Limited, a UK private limited company with company number 08327237. The company’s registered office is at 3 Queen Street, Mayfair, London W1J 5PA
(Wheely) Partner (or “you”): a natural person or legal entity who / which has been approved by Wheely as a Partner having applied via driver.wheely.com and agreed These Terms.
Client: a natural or legal person who books the provision of Passenger Transport Services through the Client App (whether for themselves or another person).
Client App: Mobile application software developed and offered by Wheely which enables clients (private persons or companies) to book Passenger Transport Services performed by (subcontractors of) Partner Drivers.
Driver: An individual (who may be the Partner himself / herself, if a natural person, or a third party) who possesses a valid TfL Private Hire licence permitting him / her to perform Passenger Transport Services through Wheely, and is able to receive bookings through the Driver App on the Partner’s account.
Driver App: Mobile application software developed and offered by Wheely, via which Partners or Drivers authorised to use their Wheely account can offer Passenger Transport Services to private persons or companies, who request such services via the Client App.
Partner Dashboard: Computer software, available online, developed and offered by Wheely, which complements the Driver App by giving Wheely Partners ‘real time’ insight into (inter alia) the number of Passenger Transport Rides being performed by Drivers via the Driver App, the fees Partners are projected to earn from these Passenger Transport Rides, and aggregated ratings for rides performed by Drivers using the Partner account.
Passenger: natural person being transported by a Driver because of a booking made by a Client via the Client App which was subsequently accepted by a Driver via the Driver App.
Passenger Transport Services: The service of conveying a Passenger from a departure point to a destination point using the Vehicle.
The Vehicle: the vehicle or vehicles (multiple vehicles may be assigned to a Partner account) with which the Passenger Transport services are rendered by a Driver.
NATURE OF RELATIONSHIP / QUALITY STANDARDS / GUARANTEES
- Wheely is not obliged to offer any work to Partner, and Partner is not obliged to accept any work which may be offered. Partner, or any Driver using the Partner account, may elect to refuse any passenger journey offered to them at their sole discretion, although Partner acknowledges that Wheely may choose to prioritise for offers of work those Partners whose account has a track record of accepting a greater number of offers made when Drivers assigned to their account have opened the Driver App.
- Wheely may, at its discretion, procure that two types of work are offered through the Driver App by PHO: pre-booked journeys (for example, an appointment to collect a Passenger from an airport at a particular time); and “ASAP” journeys, where a Driver using the Partner’s account may be offered the opportunity to pick up a Passenger from a location proximate to the Vehicle at short notice.
While Partner is not under obligation to perform any work for Wheely, either at all or in
any particular amount, insofar as a Driver authorised by Partner to use the Partner account
does elect to offer their services and accept work through the Driver App on the Partner’s
account, Partner gives the following undertakings:
- where a Driver has accepted a pre-booked journey, to ensure the delivery of The Vehicle to the pickup location at the time speciﬁed in the booking made via the Client App;
- to ensure Passenger’s safety throughout the entire journey (ride);
- to ensure that any Driver using the Partner’s account is licensed and certiﬁed for rendering Passenger Transport Services to Clients in accordance with all applicable (local) laws and regulations, including but not limited to possessing a valid TfL private hire license;
- to ensure that the Vehicle is fully licensed and authorised to provide Passenger Transport Services, including but not limited to possessing a valid TfL private hire license;
- that the Vehicle is licensed and certiﬁed in accordance with all applicable (local) (safety) laws and regulations;
- to comply with all applicable (local) (safety) laws and regulations regarding Passenger Transport Services;
- to have insured the Vehicle, the lives and health of Passengers as well as the carrier liability in accordance with all applicable (local) laws and regulations;
- to be fully and exclusively liable for any direct, indirect, punitive, exemplary or consequential losses or damages of whatsoever kind arising out of the actions or inactions of (subcontractor) of Partner Driver;
- not to be undergoing reorganisation, bankruptcy, liquidation or any other proceedings of this kind;
- to assist in handling and resolving client complaints promptly upon request by Wheely, and to compensate Wheely for any costs associated with the client's claim which result from a breach of These Terms by Partner.
- As a Wheely Partner you may be either a natural person or a legal entity. Wheely engages Wheely Partners to perform Passenger Transportation Services, and imposes no requirement that this is done personally. Becoming a Wheely Partner gives you permission to install the “Driver App”, and have access to the “Partner Dashboard” for as long as These Terms remain in force. It is up to you to decide who will actually perform any Passenger Transport Services which you agree to carry out, and the terms on which they are employed or engaged by you, but for regulatory reasons it is a requirement that the Driver you engage must have been appropriately licensed and accredited by Wheely / PHO in advance. You may then grant that person access to the Driver App linked to your account using the unique access details provided to you for this purpose by Wheely. Such driver must be licensed and certified in accordance with all applicable laws and regulations, have the right to work in the United Kingdom, and have no criminal record. You must comply with applicable modern slavery and human trafficking laws. You will provide Wheely with such notifications as it may require as to the identity of Drivers performing Passenger Transport Services on your behalf in order to verify that these requirements have been met and provide relevant information and assurances to Passengers. You will be responsible for ensuring that the person you engage to perform the Passenger Transport Services complies with all the requirements set out in clause 3.3. For the avoidance of doubt, in all cases the Wheely Partner will be paid by Wheely for the Passenger Transport Services performed, and it shall be for the Wheely Partner to enter into such private arrangements as it may wish with respect to paying the Driver who performed the Services.
- Partner must not, and must procure that any Driver performing the Passenger Transport Services on Partner’s behalf must not, solicit any Passenger to provide transportation services directly to that Passenger in competition with Wheely, either during the period for which These Terms remain in force or for 12 months afterwards within London or in any other territory in which Wheely operates and in which Partner has provided Passenger Transport Services on behalf of Wheely in the final 12 months in which these terms remain in force. Partner acknowledges that, without prejudice to any other remedies Wheely may have, any breach of this clause may lead to the immediate termination of These Terms by Wheely, and that Wheely or PHO may report Partner or any Driver to TfL on suspicion of operating without or in breach of a PH operator license.
CREATING AN ACCOUNT
- Before being able to use the Driver App and Partner Dashboard, Partner must create an account. The account will only be accessible by Partner’s login credentials. Partner can then use the Partner Dashboard to add additional Drivers, upload their documents and register them for accreditation; once this is processed, Wheely will provide such drivers with their own personal login allowing them to use the Driver App through the Partner account.
- In order to create an account, Partner must provide the following information: bank details; VAT number (if applicable); legal name (corporate name if legal entity, trading name if sole trader) and company number (if legal entity). For Drivers who are added to the account (whether Partner himself or herself or a third party), Partner must provide the following information: date of birth (required by TfL); PH license number (required by TfL); NI number (required by TfL and to demonstrate the right to work in the UK); UTR number (if applicable); PH license; driving license; any such other information as may be reasonably required by Wheely.
Wheely may suspend or annul accounts at any time, in particular if:
- Wheely has reasons to believe that the account is created with false data or otherwise used for fraudulent purposes;
- Partner fails to comply with These Terms or Wheely has reason to believe that Partner has failed to comply with These Terms;
- Wheely has reason to believe that Partner has failed to ensure that the Passenger Transport Services are performed using the Vehicle, or by a Driver who is properly authorised, licensed and certified, has the right to work and a clean criminal records check;
- Partner is or will be undergoing reorganisation, bankruptcy, liquidation or any other proceedings of this kind;
- Wheely has reasons to believe that Partner has failed to meet the standards of service required by Wheely
- A Driver App is inactive for 90 days or more, in which event Partner (or relevant Driver authorised under their Partner account) may be required to undergo reaccreditation checks (for the avoidance of doubt, such a suspension does not affect the continuance of These Terms);
- Such other reasons as Wheely may reasonably determine in its sole discretion.
CONDITIONS OF USE DRIVER APP AND PARTNER DASHBOARD
Partner will not, and will procure that any and all Drivers will not, misuse the Driver App
or Partner Dashboard, which inter alia implies that:
- Partner will not, and will procure that any and all Drivers will not, (attempt to) get access to the Driver App or Partner Dashboard by means of an account based on a false identity;
- Partner will not, and will procure that any and all Drivers will not, (attempt to) get access to the Driver App or Partner Dashboard by means of another Partner’s account and/or otherwise try to violate the security systems of the Driver App or Partner Dashboard, nor allow any unauthorised third party access to Partner’s account;
- Partner will not, and will procure that any and all Drivers will not, instruct or allow third parties to make and distribute copies of the Driver App or (attempt to) copy, rent, loan, merge, reproduce, alter, modify, reverse engineer, disassemble, decompile, transfer, exchange, translate, hack, distribute, harm or misuse the Driver App, or create derivative works of the Driver App of any kind whatsoever.
- Wheely reserves the right to amend or withdraw the Driver App or Partner Dashboard, or charge for the Driver App or Partner Dashboard, at any time and for any reason.
- Partner acknowledges that the terms of agreement with Driver’s respective mobile network provider (‘Mobile Provider’) will continue to apply when using the Driver App. As a result, Driver may be charged by the Mobile Provider for access to network connection services for the duration of the connection while accessing the Driver App or any such third party charges as may arise. Partner accepts that Wheely has no responsibility for any such charges that arise.
- Partner will not, and will procure that any and all Drivers will not, misuse the Driver App or Partner Dashboard, which inter alia implies that:
- By providing the Driver App (as well as the Client App) Wheely acts as an intermediary between Clients and Wheely Partners.
- Partner is paid by Wheely and not directly by Passenger. After completion of the ride (Passenger has arrived at the agreed place of destination), the fare shall be charged automatically by Wheely, either via the Client’s personal credit card or via the Client’s business account. Neither Partner nor Driver receives any payment from Passengers (other than tips paid to Driver). Wheely charges the full fare, and will pay Partner an agreed percentage of the journey fare within ten days after completion of the ride. Via the Partner Dashboard, Partner can get ‘real time’ insight on the payments that Partner is entitled to. Partner is responsible for the payment of any Driver (whether an employee, contractor or subcontractor) engaged or employed by Partner to perform the Passenger Transport Services on his / her / its behalf.
- Compensation for Wheely’s intermediary services - The agreed percentage of the fare that is withheld by Wheely is the fee that Partner pays to Wheely by way of compensation for Wheely’s intermediary services.
- Cancellation fee – Wheely will charge the Client a cancellation fee, according to tariff pricing found on wheely.com/en/cities/london. Wheely will pay Partner an agreed percentage of the applicable cancellation fee within ten days after the cancelled ride.
- Right to withhold payments to Partner in case of (suspicion) of non-compliance or fraud – If Wheely has reason(s) to believe or suspect that Driver has materially failed to comply with its obligations under this Agreement or is involved in fraudulent activities, Wheely is entitled to withhold payments to Driver pending completion of an investigation.
- No minimum income – The fees that Wheely pays to Partner depends on the number of rides that Partner and Drivers authorised to use Partner’s account execute by using Wheely’s intermediary services. Wheely does not guarantee Partner any, or any minimum, income.
- Tax obligations – Partner is fully and exclusively responsible for compliance with all applicable (local) tax laws and obligations in relation to the provision of Passenger Transport Services pursuant to These Terms, including in relation to any Driver using Partner’s account or anyone employed or engaged by Partner in the provision of Passenger Transport Services. Partner will indemnify and keep Wheely indemnified against any costs (including legal costs), claims, damages, penalties, liabilities, expenses, proceedings or interest Wheely may suffer or incur as a result of Partner’s failure to comply with this obligation
PASSENGER TRANSPORT RATES
- The rates that are charged to clients who buy Passenger Transport services via the Client App are listed on Wheely’s website – see wheely.com/en/cities/london.
NO AGENCY RELATIONSHIP
- Partner warrants that it is an independent contractor in business on its own account. Wheely acts as an intermediary between Partner and Clients, providing a plaform through which Partner can enter into contracts for the provision of Passenger Transport Services to Clients.
- Wheely has the right to carry out advertising and promotion activities of its intermediation services at its sole discretion. Wheely will determine, at its sole discretion, the volume, content and method of its advertising and marketing activities.
DATA PROTECTION AND PRIVACY
- For quality assurance and training purposes, Wheely may record telephone calls between Clients and Drivers.
- Partner agrees to take such steps as are necessary to comply, and to assist Wheely to comply, with all applicable obligations under data privacy legislation including but not limited to the General Data Protection Regulation, including ensuring that personal data of Clients and Passengers is only processed in a manner consistent with the legislation, is not used for any unauthorised or unlawful purpose (including any Driver contacting any Client or Passenger for any reason other than the provision of the Passenger Transport Services for Wheely), is stored safely and securely, and is not retained for any longer period than necessary to comply with legal obligations.
INTELLECTUAL PROPERTY RIGHTS, LICENSE
- Wheely / its group of companies is the exclusive owner of all (intellectual property) rights relating to the word / devicemark WHEELY, the design and interface of the website wheely.com as well as the corresponding domain name. All intellectual property rights of any nature vesting in the Driver App and Partner Dashboard together with the underlying software code are exclusively owned by Wheely / its group of companies.
- Wheely hereby grants Partner a non-exclusive, non-transferrable royalty-free revocable license to use the Driver App and Partner Dashboard for business purposes in accordance with these Terms.
AVAILABILITY OF DRIVER APP AND PARTNER DASHBOARD, DISCLAIMER OF WARRANTIES
- Wheely will use reasonable efforts to make the Driver App and Partner Dashboard available at all times (but is under no obligation to do so). However, Partner acknowledges the Driver App and Partner Dashboard are provided over the internet and that thus the quality and availability of the Driver App may be affected by factors outside Wheely’s reasonable control.
- Wheely, its group of companies and sub-contractors do not accept any responsibility whatsoever for unavailability of the Driver App or Partner Dashboard, or any difficulty in downloading or accessing content, or any other communication system failure which may result in the Driver App or Partner Dashboard being unavailable.
- Wheely will not be responsible for any support or maintenance of the Driver App or Partner Dashboard.
- To the maximum extent permitted by law, Wheely hereby disclaims all implied warranties with regard to the Driver App and Partner Dashboard. The (software of the) Driver App and Partner Dashboard are provided "as is" and "as available" without warranty of any kind.
EQUIPMENT REQUIREMENTS INCLUDING DRIVER APP
- Partner is responsible for providing all necessary tools and equipment to perform the Passenger Transport Services, including in particular the Vehicle, fuel for the Vehicle and a functioning smartphone meeting applicable technical specifications (whether supplied by the Partner or a Driver engaged or employed by Partner). Partner is responsible for the servicing and maintenance of the Vehicle.
- The version of the Driver App software may be upgraded from time to time to add support for new functions and services.
LIMITATION OF LIABILITY
- Wheely is in no event liable for any direct, indirect, punitive, exemplary or consequential losses or damages of whatsoever kind arising out of the actions or inactions of any Drivers, Clients or Passengers.
Neither is Wheely in any event liable for
- any damages resulting from a third party fraudulently making use of Partner’s account;
- failure to meet any of Wheely’s obligations under These Terms where such failure is due to events beyond Wheely’s control (for example a network failure);
- any damage or alteration to Partner or any Driver’s equipment, including but not limited to computer equipment, handheld device or mobile telephones, as a result of the installation or use of the Driver App or Partner Dashboard.
- Nothing in These Terms shall exclude or limit any liability of Wheely which cannot be excluded or limited under applicable law.
- This agreement may be terminated at any time immediately upon written notice by one party to the other.
- For any complaints or questions and / or lost & found items, mail us via email@example.com.
- These Terms shall be governed by and construed in accordance with English law. Each of the parties irrevocably submits for all purposes in connection with this Agreement to the exclusive jurisdiction of the English courts.
- If any provision of These Terms shall be deemed unlawful, void or otherwise unenforceable, then such provision shall be deemed severable from These Terms and shall not affect the validity and enforceability of any remaining provisions.
- Partner shall not have the right to assign this agreement without the prior written consent of Wheely.
- Nothing in These Terms shall be construed as placing any restriction on Partner’s or any Driver’s ability to offer to provide services to such third parties as Partner or Driver may choose, including competitors of Wheely, and it is acknowledged that at the same time as a Driver is using the Driver App through the Partner’s account a Driver may simultaneously keep open the apps of one or more other potential work providers, with a view to offering (or not offering) Driver’s services to any or all of them.
Terms & Conditions
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