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 and Errand Services through the Wheely platform. Please review These Terms carefully before you accept them.
“Wheely” means Wheely Technologies Ltd, a UK private limited company with company number 07994380. The company’s registered office is at The Monastery Barn, Syon Park, London Road, Brentford, United Kingdom, TW8 8JF.
“PHO” means Wheely London Limited, a UK private limited company with company number 08327247. The company’s registered office is at The Monastery Barn, Syon Park, London Road, Brentford, United Kingdom, TW8 8JF.
“Partner” (or “you”) means a natural person or legal entity who / which has been approved by Wheely as a Partner having applied via https://driver.wheely.com and agreed These Terms.
“Client” means a natural or legal person who books the provision of Passenger Transport and / or Errand Services through the Client App (whether for themselves or another person).
“Client App” means a mobile application software developed and offered by Wheely which enables clients (private persons or companies) to book Passenger Transport and / or Errand Services performed by (subcontractors of) Partners
“Driver” means an individual (who may be the Partner himself/herself, if a natural person, or a third party engaged by the Partner) who possesses a valid TfL Private Hire licence permitting him/her to provide Passenger Transport Services (and any relevant licences or regulatory clearances permitting him/her to provide Errand Services) through Wheely, and is able to receive bookings through the Driver App on the Partner’s account.
“Driver App” means mobile application software developed and offered by Wheely, via which Partners or Drivers authorised to use their Wheely account can offer Passenger Transport and Errand Services to private persons or companies, who request such services via the Client App.
“Errand” means a task involving a Driver using the Vehicle to attend premises at which the Driver purchases or collects goods on a Client’s behalf, and then delivers those good(s) to a contact person at an individual address notified by the Client via the Driver App, in response to a request submitted by the Client through the Client App and communicated to the Driver via the Driver App.
“Errand Booking Request” means the User’s request via the Client App for a Driver to perform the Errand Service, setting out details of the applicable Goods, Recipient, Pick-Up Time, desired Drop-Off Time, Drop-Off Location and other information required by the Driver relating to the requested Errand Service.
“Errand Services” means the purchase or collection of Goods from a Trader, or the collection of Goods from a User, by the Driver on behalf of the User and the subsequent delivery of such Goods to the Recipient in accordance with an Errand Booking Request.
“Goods” means the products collected or purchased and delivered by a Driver via the Errand Service
“Partner Dashboard” means 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” means a 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” means the service of conveying a Passenger from a departure point to a destination point using the Vehicle.
“Trader” means in respect of the Errand Services, the entity from whom the Driver is required to collect or purchase Goods.
“Recipient” means in respect of the Errand Services the natural person (who may be the User or another individual) to whom Goods are to be delivered.
“User” means private person or legal person (company) making use of the App.
“The Vehicle” means the vehicle or vehicles (multiple vehicles may be assigned to a Partner account) with which the Passenger Transport and Errand 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 or Errand 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 three 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); “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; and Errands.
While Partner is not under an 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;
- when providing Passenger Transport Services, to ensure Passenger’s safety throughout the entire journey (ride), and 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;
- when providing Errand Services, to use due skill and care in ensuring that the goods are collected and transported in a safe manner from the pick up location to the drop off location and in accordance with any lawful instructions communicated by the Client;
- to ensure that the Vehicle is fully licensed and authorised to provide Passenger Transport and Errand 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 and Errand Services;
- to have insured the Vehicle, the lives and health of Passengers and any goods transported when performing Errands 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 and Errand 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 and Errand 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 and Errand Services on your behalf in order to verify that these requirements have been met and provide relevant information and assurances to Passengers and Clients. You will be responsible for ensuring that the person you engage to perform the Passenger Transport and Errand 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 and Errand 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 or Errand Services on Partner’s behalf must not, solicit any Client to provide transportation services or errand services directly to that Client 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 or Errand 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.
TERMS SPECIFIC TO ERRAND SERVICE
- Partner, or a Driver providing services on Partner’s behalf, may be offered the opportunity to perform Errand Services for Clients via requests through the Driver App. Partner, or any Driver providing services on Partner’s behalf, may not make arrangements to perform Errand Services for Clients by any means other than through the Driver App.
- Should Partner choose to accept an offer to perform Errand Services from a Client, Partner shall procure that a Driver using the Vehicle shall attend the premises notified by the Client at which the Driver shall purchase goods on the Client’s behalf, and then deliver those good(s) to a contact person at an individual address notified by the Client via the Driver App. The Driver and the Client may, at their discretion, agree to change the address to which the goods are to be delivered
- Partner warrants and undertakes that s/he will familiarise himself / herself with all relevant legal requirements which may be applicable to the transport of certain goods via the Errand Service, and comply fully with the same. These may include, but not be limited to, regulations relating to food safety and food delivery: all food must be delivered in a way that ensures it does not become unsafe or unfit to eat. Partner shall ensure that food that needs refrigerating is kept cool while being transported, by being packed in an insulated box with coolant gel or in a coolant bag, while food that needs to be kept hot must be packed in an insulated bag. Partner must ensure that cross-contamination risks are avoided in the food delivery process, and if vehicles or containers are used for anything other than food, they must be effectively cleaned between loads to avoid the risk of contamination. Partner will ensure that legal requirements concerning allergens are strictly adhered to.
- The maximum value of goods that Clients may request delivery of as part of the Errand Services is £300. The Partner shall not make any purchase of goods on behalf of a Client in the course of providing Errand Services which exceed (in total) the value of £300. Partner shall also reject any request to purchase goods) which are radioactive, toxic, flammable, explosive, noxious or otherwise of an inherently dangerous nature, or the possession of which is illegal or which it is illegal to export under the laws of England and Wales.
- Where the good(s) shipped include alcohol and/or tobacco, the Partner must refuse to deliver such goods to a recipient who is or appears to be under 18 year of age. If the Driver has reason to doubt whether the recipient is over 18 (for example if they are or appear to be under 25 years of age), Partner shall ensure that the Driver request to see suitable documentation that proves the recipient is over the age of 18 years (for example, passport or driving license) before handing over the goods.
- In addition to the requirements set out in These Terms, Partner shall also comply with (and shall procure that Driver shall comply with) such other guidelines or FAQs as Wheely may promulgate in relation to the Errand Service from time to time, which Wheely may amend at its sole discretion.
- If, on seeking to deliver the goods, the Driver is unable to contact the recipient, Partner shall procure that he or she shall remain in place for up to 30 minutes and shall use his or her best endeavours (liaising with the Client as necessary) to contact the recipient and arrange delivery. If after this time the Driver has not been able to effect the delivery the Driver must comply with the guidelines issued by Wheely in relation to such a scenario.
- If Client instructs the Partner (through the Client App) that s/he may deliver and leave good(s) unattended, the Partner will procure that the Driver will do so provided there is a suitable place to leave good(s) that is not visible to passers by in general.
- Partner acknowledges that the limitations on Wheely’s liability are set out in Clause 15 of These Terms and are fair and reasonable in the circumstances and have been taken into account and reflected in the level of the charges.
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. The 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 a legal entity, trading name if a sole trader) and company number (if a 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 annual 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 or Errand 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. The Partner authorises Wheely to process all payments in relation to the Passenger Transport and Errand Services, including invoicing on Partner's behalf, collecting payments from Clients, refunding Passengers/Clients (where appropriate) and remitting payments to the Partner. The Partner agrees and acknowledges that nothing of the above exonerates the Partner from its/his legal responsibilities with respect to the Passenger Transport and Errand Services in accordance with the applicable law.
- Partner authorises Wheely to prepare invoices on its behalf, addressed to Client, in respect of the provision by Partner of Passenger Transport Services or Errand Services. Wheely is appointed to collect payments on Partner’s behalf, and accordingly Partner is paid by Wheely and not directly by Client / Passenger. After completion of the ride or the Errand (Passenger has arrived at the agreed place of destination, or the goods transported via the Errand Service have been delivered to the notified person at the notified place), the relevant fare shall be charged on Partner’s behalf by Wheely, either via the Client’s personal credit card or via the Client’s business account. Neither Partner nor Driver is entitled to receive any payment from Passengers (other than tips paid to Driver). Following receipt of payment, in respect of Passenger Transport Services Wheely will remit to Partner the relevant fare less the agreed percentage of the journey fare that constitutes compensation for Wheely’s intermediary services (see 7.3 below). In respect of Errand Services, Wheely will remit to Partner the relevant fare for the journey from the premises at which Partner collects goods on behalf of a Client to the address notified for delivery (including any variation to that address notified by Client to Partner), less the agreed percentage of the journey fare that constitutes compensation for Wheely’s intermediary services (see 7.3 below), plus – if (and only if) the Errand Service involves the purchase of goods - an additional fee charged to Client comprising 3% of the value of the goods transported by Partner. Fees will be remitted within ten days after completion of the ride or after the completion of an Errand Service. 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 and Errand 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 – In the event of cancellation of Passenger Transport Services, Wheely will charge the Client a cancellation fee, according to tariff pricing found on https://wheely.com/en/cities/london. Wheely will pay Partner an agreed percentage of the applicable cancellation fee within ten days after the cancelled ride. With respect to Errand Services, Partner acknowledged that Client has the right to cancel up until the point at which Partner completes payment for goods on its behalf, and that Partner shall not be entitled to receive any fee in such event. After the goods have been purchased, Client shall not have the right to cancel and Wheely will still charge the Client and remit relevant fees / fares received to Partner in accordance with 7.2 above.
- Right to withhold payments to Partner in case of (suspicion) of non-compliance or fraud – If Wheely has a 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 depend on the number of rides and Errands 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 and Errand 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 or Errand 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 https://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 platform through which Partner can enter into contracts for the provision of Passenger Transport and Errand 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 / Passengers 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 and Errand 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/device mark WHEELY, the design and interface of the website https://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-transferable 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 is 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.
- In no event shall Wheely's aggregate liability to Partner for any and all claims arising out of the provision of Errand Services exceed £300 or the original value of the affected good(s), whichever is lower.
- 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 firstname.lastname@example.org.
- 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.
- Wheely may change These Terms at any time by posting a revised version on its website. Any change shall come into effect and be deemed accepted by you if you continue using the Driver App after the revised version is posted.
Terms & Conditions
Mis à jour le: 20 avril 2021