Version dated 3.07.2023.

The user registered on the website https://wheely.com, and the person who has accepted the offer to execute a user agreement with a commercial partner, the text whereof is permanently available online at https://wheely.com/legal/russia/for-drivers/partner-agreement, have entered into this transportation service agreement as follows.

1. Terms and definitions
   1. In pursuance of this transportation service agreement, unless otherwise explicitly stated in the text thereof, the following terms shall have the meanings set forth below:

      “Wheely” is Wheely Technologies Ltd, a company registered under the laws of England and Wales at the Monastery Barn, Syon Park, London Road, Brentford, United Kingdom, TW8 8JF.

      “Driver” means a person who has accepted the offer to enter in a user agreement with a commercial partner, the text whereof is permanently available online at https://wheely.com/legal/russia/for-drivers/partner-agreement.

      «Agreement” means this Transportation Service Agreement.

      “Trip Request” or “Consignment Delivery Request” means the User’s offer to conclude the Transportation Service Agreement, which contains information necessary for the Transportation Service provision. The request form is determined by Wheely and set forth in the Application. The term “Trip Request” used hereinafter is also construed as the “Consignment Delivery Request”.

      “Consignment” means an item not prohibited for commercial distribution in the Russian Federation, in respect of which courier services are provided, except for the items specified in Section 6 of the Rules for Transportation Services.

      “User” is an individual, or an entity, or an individual entrepreneur who has accepted and agreed to comply with the Terms of Use (“Terms of Use”), the subject of which is to grant the User a non-exclusive right to use the Application, Website and other services specified in the Terms of Use.

      “Rules for Transportation Services” are the requirements for the Driver, vehicle, passenger, Consignment, and for provision of the Transportation Services, whose text is available online at https://wheely.com/legal/russia/for-users/service-rules and in the Application.

      “Application” means a software program for computers and mobile devices, access to which is provided to the Driver and the User on the basis of login information (login and password) upon registration.

      “Website” means a set of information, texts, graphic elements, design, images, photo and video materials and other intellectual activity deliverables, as well as software programs for computers contained in the information system that makes such information available online at https://wheely.com.

      «Parties” means the User and the Driver.

      “Rate” means the conditions for determining the value of the Transportation Services provided by the Driver under the Agreement in accordance with the Trip Request, established by Wheely, taking into account Wheely’s remuneration in accordance with the Terms of Use accepted by the User.

      “Transportation Services” means transportation services, details of which are available on the Website, under “Cities and Prices” at https://wheely.com/ru/cities-and-classes. To each Transportation Service a separate rate applies, to courier services the “Concierge” Rate applies.

   2. All other terms and definitions referred to in the text of the Agreement shall be interpreted by the Parties in accordance with the laws of the Russian Federation and the prevailing customary rules of interpretation of the relevant terms.
   3. The headings (clauses) of the Agreement used only for convenience and have no literal legal meaning.
2. Subject Matter of the Agreement
   1. The Driver provides the Transportation Services to the User or other passengers specified by the User according to the procedure and terms under the Agreement, and the User pays for the Transportation Services provided by the Driver.
3. Procedure for communication and provision of the Transportation Services
   1. The Parties will communicate via the Website, the Application, and authorized email addresses.
   2. The Driver shall provide the Transportation Services to the User or other passengers specified by the User in accordance with the terms of the Agreement (annexes hereto) defined in the Trip Request sent by the User. In order to provide the Transportation Services, the User will generate the Trip Request through the Application. The procedure for generating and submitting the Trip Request is determined by Wheely and is set forth in the Application. In this case, the Trip Request shall contain the following details:
      1. Place of the vehicle’ arrival, and if the “Designated Driver” service is ordered, place of location of the User’s vehicle. If courier services are ordered, a point of the Consignment receipt.
      2. Destination point or the point of the Consignment delivery (provided that the User has submitted such information, otherwise a destination point will be reported by the User directly to the Driver).
      3. Vehicle arrival time or the Consignment receipt time (an exact arrival time and/or the need to provide a vehicle or receive the Consignment as soon as possible to be indicated).
      4. Requirements to the vehicle (a vehicle class, availability of a child safety seat, etc.).
      5. Phone number of the User and/or a passenger.
      6. Consignments to be delivered if the User wishes to use the Driver’s courier services.
   3. The Trip Request executed by the User can be accessed by the Driver in the Application. After placing the Trip Request in the Application, the Driver may accept the Trip Request for fulfilment and/or refuse to provide the Transportation Services for such a Trip Request.
   4. The Driver has the right to refuse to perform the Transportation Service Agreement under the Trip Request accepted for fulfilment only in the following cases:
      1. The Driver cannot contact the User by the phone number specified by the User in the Trip Request within 20 minutes once the vehicle arrived at the place and by the time specified by the User in the Trip Request;
      2. The Trip Request executed by the User in respect of the courier services contains the items whose transportation is prohibited by the laws of the Russian Federation and which do not meet the Consignment requirements set forth in this Agreement and Section 6 of the Rules for Transportation Services.
   5. If the Trip Request is accepted for fulfilment, the Driver undertakes to provide the Transportation Services to the User within the period and under the conditions specified in the Trip Request. The Driver is obliged to, including but not limited to:
      1. deliver a vehicle that meets the requirements specified in the Rules for Transportation Services;
      2. deliver a vehicle and/or arrive at the Consignment receipt point at the place and by the time specified in the Trip Request;
      3. via the Application, notify the User of the vehicle provision at the place of the vehicle arrival or Consignment receipt point specified in the Trip Request;
      4. comply with the Rules for Transportation Services during provision of the Transportation Services.
   6. The Driver undertakes to notify Wheely via the Application of the start and completion of the Transportation Service provision. Unless the Driver provides Wheely with the information mentioned in this clause, the trip will not be deemed completed and the Transportation Services provided.
   7. The Driver shall provide insurance of property interests of the Users and/or passengers specified by the User that are related to any heath damage and/or death of the Users and/or passengers specified by the User as a result of a road traffic accident that occurred during the provision of the Transportation Services by the Driver under the Transportation Service Agreement. Information on insurance of the above property interests of the Users and/or passengers, as well as information on the sequence of actions to be performed by the User and/or passengers upon occurrence of an insured event is posted on the Website and/or in the Application.
   8. The User represents and warrants that the Consignments transferred to the Driver are not prohibited for circulation on the territory of the Russian Federation and do not violate the provisions of Section 6 of the Rules for Transportation Services.
   9. Upon acceptance of the Consignment, the User fills in, and the Driver signs a consignment note. In the absence of a consignment note, the Parties may confirm the Consignment transportation with the information contained in the Application.
4. Delivery and acceptance of the Transportation Services
   1. The Parties have agreed that the Certificate of the Transportation Service Provided serves as a report on the use of the Website and the Application executed in the manner and within the time limit determined in the Terms of Use accepted by the User.
5. Financial terms
   1. The price of the Transportation Services under each Trip Request is determined in accordance with the Rates, based on the information on the start and completion of the Transportation Service provision that is submitted by the Driver in accordance with clause 3.6 hereof.
   2. Any paid parking time or toll road travelling is paid by the User additionally and is included in the report on the Website and the Application use. In this case, for the User’s convenience, toll road travelling (except for the M-4 “Don” highway) shall be paid only by the transponder in accordance with the rates at https://wheely.com/legal/russia/for-users/toll-roads.
   3. The Driver shall be entitled to provide the User with a discount for the Transportation Services where such an option is available to the Driver in the Application. In this case, the Driver, before accepting the corresponding Trip Request, shall give his/her consent to provide the User with a discount by performing the actions provided for in the Application functionality. The amount of the provided discount is automatically determined in the Appendix and can be 100% of the Transportation Service cost.
   4. The Parties have agreed that the User shall transfer funds to Wheely in payment for the Driver’s Transportation Services. In this case, the User’s obligation to pay for the Transportation Services shall be deemed duly fulfilled when the funds are credited to the correspondent account of Wheely’s bank.
6. Liability of the Parties
   1. In case of violation of the fee payment term specified in Section 5.4 of the Agreement, the User pays to the Driver a penalty in the amount of 0.01% of the unpaid amount for each day of delay.
   2. If the User violates the terms of the Transportation Service provision set forth in Annex No. 1, the User undertakes to pay to the Driver a penalty in the amount specified in Annex No. 1. In this case, the payment of a penalty shall be made in accordance with the procedure provided for in clause 5.4 of the Agreement.
   3. The Driver providing courier services is solely responsible for the quality and safety of the services rendered, including the Consignment safety. Wheely shall not be held liable for the abovementioned.
   4. In addition to the other exceptions/limitations of liability contained in this Agreement, Wheely and/or the Driver are in no way liable for any decision made by border guards to delay or prevent the User from crossing an international border or for any other circumstances beyond the reasonable control of the Driver and/or Wheely. Besides, Wheely and/or the Driver are not liable for any damage, direct or indirect, resulting from any delay or failure. It is the exclusive and sole responsibility of the User to ensure that he/she has all the necessary documents required to cross any international border.
7. Procedure for execution and termination of the Agreement
   1. The Agreement shall be deemed concluded at the time of acceptance by the Driver of the Trip Request for fulfilment in accordance with clause 3.3 of the Agreement and shall remain in force until the Parties have fully performed their obligations under the Agreement.
8. Dispute settlement under the Agreement
   1. All disputes, differences, and claims that may arise in connection with performance, termination, or invalidation of the Agreements must be settled by the Parties through negotiation. The Party that has a claim and/or any controversy shall send to the other Party in the manner prescribed by Section 9 hereof or by mail a notice indicating the claims and/or controversies that have arisen. The notice must contain the essence of the claim submitted and the evidence supporting the claim.
   2. Within five (5) business days upon receipt of the said report, the receiving Party shall respond to the notice in the similar manner.
   3. If the response to the notice is not received by the sending Party within the period provided by clause 8.2 hereof or the Parties fail to reach an agreement on any claims and/or differences occurred, a dispute shall be submitted to court for consideration.
9. Final provisions
   1. The Parties hereby confirm that when performing (amending, supplementing, or terminating) the Agreement and when carrying on correspondence on the above matters, it is permitted to use any analogues or equivalents of the Parties’ handwritten signatures. The Parties acknowledge that all notices, statements, agreements, and documents within the scope of the Parties’ performance of this Agreement that are signed with the equivalents of the Parties’ handwritten signatures shall be legally valid and binding on the Parties. The analogues of the handwritten signature shall mean the Driver’s and User’s authorized email addresses and Application login details.
   2. The Parties acknowledge that all notices, reports, agreements, documents, and letters sent using the authorized email addresses and the Application shall be deemed sent and signed by the Parties.
   3. The authorized e-mail addresses of the Parties are as recognized as follows:
      1. for the User: an e-mail address indicated upon registration on the Website or in the Application;
      2. for the Driver: the e-mail address indicated in the Application.
   4. The Parties undertake to ensure confidentiality of information and data required to access the authorized e-mail addresses and the Application and to prevent disclosure of such information or transfer thereof to third parties. The Parties shall independently determine a procedure for restricting an access to such information.
   5. Until a breach of confidentiality is reported, all actions and documents made and sent using the Party’s authorized e-mail address, even if such actions and documents are made and sent by others, shall be deemed made and sent by such Party. In this case, all rights and obligations, as well as responsibilities are incurred by such Party.
   6. All other matters not governed by the Agreement, the Parties shall be governed by the applicable laws of the Russian Federation without regard to its conflict of law provisions.

Annex No. 1 to the Transportation Service Agreement

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USER’S RESPONSIBILITY FOR VIOLATION OF THE TERMS OF THE TRANSPORTATION SERVICE PROVISION

VIOLATION	BUSINESS/KIDS	FIRST/LUXE	XL
Bringing the Driver to administrative liability for the User’s car being driven by a person not included in the CMTPL insurance policy unless the User holds a policy with an unlimited list of persons allowed to drive (under the “Designated Driver” service).	In the amount of the fine imposed
Bringing the Driver to administrative liability in the form of a fine for a traffic violation committed at the User’s request	In the amount of the fine imposed
Damage and/or contamination of the vehicle and other property of the Driver	The User bears full material responsibility for damage, contamination of the vehicle and other property of the Driver. In case of contamination of the vehicle interior, including smoking in the car, the User undertakes to compensate to the contractor the cost of dry cleaning in the amount of RUB 5000.