Terms and Services
These terms of service constitute a legally binding agreement (the “Agreement”) between you and Smoothride., a company with its registered office at 6, Olusoji Idowu Street Ilupeju, by which expression includes our legal representatives, administrators, successors-in-interest, permitted assigns and affiliates (“Affiliates”) including but not limited to:
This Agreement governs your use of the Smoothride application, website, call centre and technology platform (collectively, the “Smoothride Platform”) for the purpose of providing transportation provider services and driving services (collectively, the “Driving Services”) as a Smoothride Driver (a “Smoothride Driver”) to users (“Users”) who have booked a trip from one geographic location to another geographic location (a “Trip”) via the Smoothride Platform. In many jurisdictions, the right to operate the Smoothride Platform is licensed by Smoothride. to its relevant Affiliates, and the relevant Affiliate in your jurisdiction provides you the right to access and use the smoothride Platform as a Smoothride Driver in your jurisdiction. Where no Affiliate exists in your jurisdiction but use of the Smoothride Platform is available to you, the right to access and use the Smoothride Platform will be provided to you by Smoothride Networks.
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE SMOOTHRIDE PLATFORM.
Your access and use of the Smoothride Platform as a Smoothride Driver constitutes your agreement to be bound by this Agreement, which establishes a contractual relationship between you and Smoothride. If you do not agree to this Agreement, you may not access or use the Smoothride Platform or provide Driving Services as a Smoothride Driver. This Agreement expressly supersede prior agreements or arrangements with you. Smoothride may immediately terminate this Agreement with respect to you, or generally cease offering or deny access to the Smoothride Platform or any portion thereof, at any time for any reason.
Smoothride may amend this Agreement from time to time. Amendments will be effective upon Smoothride’s posting of such updated Agreement at this location. Your continued access or use of the Smoothride Platform after such posting constitutes your consent to be bound by this Agreement, as amended.
The Smoothride Platform
YOU ACKNOWLEDGE THAT NEITHER SMOOTHRIDE NOR ITS AFFILIATES PROVIDE TRANSPORTATION OR LOGISTICS SERVICES OR FUNCTION AS A TRANSPORTATION CARRIER AND THAT ALL SUCH TRANSPORTATION OR LOGISTICS SERVICES ARE PROVIDED BY YOU AS AN INDEPENDENT THIRD PARTY CONTRACTOR WHO IS NOT EMPLOYED BY SMOOTHRIDE OR ANY OF ITS AFFILIATES.
Subject to your compliance with this Agreement, Smoothride grants you a limited, non-exclusive, non-sub-licensable, revocable, non-transferrable license to: (i) access and use the Smoothride Platform on your device solely to provide Driving Services to Users; and (ii) access and use any content, information and related materials that may be made available to you through the Smoothride Platform, in each case solely to provide Driving Services to Users. Any rights not expressly granted herein are reserved by Smoothride and Smoothride’s licensors.
- b) Restrictions
You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Smoothride Platform; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Smoothride Platform except as expressly permitted by Smoothride; (iii) decompile, reverse engineer or disassemble the Smoothride Platform except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Smoothride Platform; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Smoothride Platform or unduly burdening or hindering the operation and/or functionality of any aspect of the Smoothride Platform; or (vi) attempt to gain unauthorized access to or impair any aspect of the Smoothride Platform or its related systems or networks.
- c) Ownership
The Smoothride Platform and all rights therein are and shall remain Smoothride’s property or the property of Smoothride’s licensors. Neither this Agreement nor your use of the Smoothride Platform convey or grant to you any rights: (i) in or related to the Smoothride Platform except for the limited license granted above; or (ii) to use or reference in any manner Smoothride’s company names, logos, product and service names, trademarks or services marks or those of Smoothride’s licensors.
Your Use of the SmoothridePlatform
- a) User Accounts
- b) Network Access and Devices
You will ensure that any device provided by Smoothride or its Affiliates and any software incorporated in and/or accessed through the device (“Equipment”) is used in accordance with the instructions provided from time to time, safely and with care. You will pay to Smoothride any rental or recovery charges in respect of Equipment as notified to you by Smoothride in writing. You will not misuse the Equipment (including the data and information related thereto or contained therein) and shall not allow any third party (including any competitor of Smoothride) to operate or examine the Equipment (including the data and information related thereto or contained therein) without Smoothride’s or the relevant Affiliate’s prior written consent.
You will not cause any damage to any Equipment and you will pay to Smoothride any telecoms charges arising in connection with unauthorized use or damage by you of the Equipments.
Your Relationship with Smoothride and Smoothride Customers
- a) Performance Reviews
Smoothride reserves the right to review your performance from time to time while you are providing Driving Services, and in some cases, such a review may be carried out anonymously by Smoothride personnel or by an independent third party contracted by Smoothride. You understand and agree that we may collect personal information about you, including but not limited to images and videos, during such a review. As a result of any such review, we may restrict your access and use of the Smoothride Platform and/or terminate this Agreement with you.
While providing Driving Service for Smoothride, you will not promote or advertise companies or services which compete with Smoothride. Your failure to comply with the terms of this section may result in your inability to access and use the Smoothride Platform or Smoothride’s termination of this Agreement with you
- c) Vehicle and Maintenance
The vehicle to be used for the transporting Customers must be registered under your personal name as a private vehicle or under the name of a registered transport service provider in your jurisdiction of operation. Requirements relating to the vehicle’s engine capacity and age will be notified to you by Smoothride representatives and you must comply with such requirements at all times.
You will be exclusively responsible for maintenance of your vehicle. You will be responsible to obtain a full inspection of your vehicle from a service provider pre-approved by Smoothride at least once in every calendar year and will keep valid your vehicle’s technical inspections certificate from the relevant government authorities
- d) Applicable Law, Authorizations and Insurance
You represent, warrant and undertake that: (i) your use of the Smoothride Platform will be in compliance with all Applicable Laws (ii) you hold and will maintain all required permits (including residence permits), licenses, consents, registrations (whether from a sponsor, registered transport service provider, governmental agency or otherwise) and other governmental authorizations necessary for conducting, carrying out and continuing to use the Smoothride Platform and providing Driving Services, including a valid driver’s license for the jurisdiction in which you are providing Driving Services to Users and/or using the Smoothride Platform, and all expressly required commercial licenses, if any, required by applicable law and (iii) you have and will maintain a valid policy for the appropriate liability insurance and such other insurances as are considered market practice in your jurisdiction (all in industry standard coverage amounts and not less than the minimum coverage amounts required by applicable law) in order to use the Smoothride Platform and provide Driving Services to Users.
- e) Customer Care
You will transport Users safely to their required destination without accident, collision, harassment or injury caused by you or any third party. You will not: (i) engage in reckless behaviour while driving (ii)operate a vehicle that is unsafe to drive (iii) permit an unauthorized third party to accompany you in the vehicle (iv) while acting as a Smoothride Driver be under the influence of alcohol or narcotics, or (v) take any action or omit to take any action that harms or threatens to harm the safety of Users or any third party.
You will not attempt to defraud Smoothride, its Affiliates or Users. If we suspect that you have engaged in fraudulent activity, we may suspend payment of applicable Fees or other payments to you while we conduct an independent investigation into the suspected behaviour. We reserve the right to take any appropriate measures including but not limited to terminating this Agreement with you, notifying the relevant authorities and / or filing criminal charges against you.
You will make reasonable accommodation for Users and/or for service animals, where required by law
- f) Training
You understand and agree that Smoothride may interview and provide training to you from time to time. Any such training which Smoothride provides will be without prejudice to your obligations under this Agreement and Smoothride will have no responsibility or liability for your acts, performance or behaviour.
- g) Good Condition
You represent, warrant and undertake that you will provide Driving Services to Users in a vehicle which is: (i) suitable in all material ways for the transportation of Users (ii) kept in good operating condition and meets the industry safety standards for a vehicle of its kind in your jurisdiction (iii) is lawfully operated by you and (iv) complies with relevant regulations issued by the transportation authority in the jurisdiction in which you provide Driving Services as a Smoothride Driver.
Payments, Pricing and Charges
- a) Fees
Fees for Trips charged to Users by you (excluding the Usage Fee (as defined below) will be agreed from time to time with Smoothride. In the event that a User pays for a Trip with a credit card payment, Smoothride will collect the fee on your behalf as a payment agent and ensure the same is delivered to you.
Smoothride reserves the right to charge a separate usage fee for a Trip payable by the relevant User (the “Usage Fee”). In the event that a User pays for a Trip with a cash payment, it is your responsibility to collect the Usage Fee on behalf of Smoothride and ensure the same is delivered to Smoothride once the cash payments reach an amount determined by Smoothride and notified to you from time to time by a Smoothride representative. All such Usage Fees are due and payable by you to Smoothride within 15 calendar days of receipt (the “Payment Period”).
In the event that you do not deliver any Usage Fee amount to Smoothride within the Payment Period, Smoothride and/or its relevant Affiliate reserves the right to offset any undelivered Usage Fees against credit card payments and, to the extent permitted by law, to engage a local collection agency in order to manage the collection of overdue Usage Fee amounts and any appropriate injunctive claims or actions necessary in relation to collecting such Usage Fee amounts.
With respect to any credit card payment or cash payment made by a User, you authorize Smoothride to provide a receipt to such User for and on your behalf in order to affect the relevant transaction and you and Smoothride have the right of set-off with respect to the foregoing.
You will be responsible for any taxes or charges payable with respect to the fees charged by you to a User relating to a Trip.
Pricing for Trips is determined at the sole discretion of Smoothride on a distance travelled basis in kilometres or miles, depending on the jurisdiction in which you are providing Driving Services. A list of pricing is available in the Smoothride offices in your jurisdiction. Smoothride reserves the right to amend any applicable pricing terms from time to time without providing notice to you.
You are required to meet certain Smoothride standards, including but not limited to wearing the appropriate uniform, providing excellent customer care and carrying out Driving Services in a vehicle which meets the quality standard required by Smoothride. Smoothride makes available a full list of such standards at your local Smoothride office (the “Smoothride Standards”). You are responsible for expenses and charges associated with failing to meet any Smoothride Standard and as a result Smoothride will deduct an amount for violation of a Smoothride Standard from any Fees payable to you. Smoothride reserves the right to update Smoothride Standards from time to time without written notice.
Repair and Cleaning
You are responsible for damage to, or necessary cleaning of, your vehicle and property, resulting from use of the Smoothride Platform under your Account in excess of normal “wear and tear” damages and necessary cleaning (“Repair or Cleaning”) whether or not caused by a User. In the event that a you report the need for Repair or Cleaning caused by a User to Smoothride, and such Repair or Cleaning request is verified by Smoothride in Smoothride’s reasonable discretion, Smoothride will attempt to facilitate payment from the User to you for the reasonable cost of such Repair or Cleaning.
Disclaimers, Limitation of Liability and Indemnity
- a) Disclaimer
THE SMOOTHRIDE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” SMOOTHRIDE AND ITS AFFILIATES DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, NOT EXPRESSLY SET OUT IN THIS AGREEMENT, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, SMOOTHRIDE AND ITS AFFILIATES MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE SMOOTHRIDE PLATFORM OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SMOOTHRIDE PLATFORM, OR THAT THE SMOOTHRIDE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE. NEITHER SMOOTHRIDE NOR ITS AFFILIATES GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF USERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SMOOTHRIDE PLATFORM, AND ANY SERVICE OR GOOD REQUESTED OR PROVIDED IN CONNECTION THEREWITH, REMAIN SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
- b) Limitation of Liability
NEITHER SMOOTHRIDE NOR ITS AFFILIATES NOR PARTNERS SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SMOOTHRIDE PLATFORM, EVEN IF SMOOTHRIDE OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER SMOOTHRIDE NOR ITS AFFILIATES NOR PARTNERS SHALL BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SMOOTHRIDE PLATFORM OR YOUR INABILITY TO ACCESS OR USE THE SMOOTHRIDE PLATFORM; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY USER, EVEN IF SMOOTHRIDE AND ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER SMOOTHRIDE NOR ITS AFFILIATES NOR PARTNERS SHALL BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND SMOOTHRIDE’S REASONABLE CONTROL. IN NO EVENT SHALL SMOOTHRIDE’S,ITS AFFILIATES’ OR PARTNERS’ TOTAL LIABILITY TO YOU IN CONNECTION WITH THE DRIVING SERVICES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED ONE THOUSAND UNITED STATES DOLLARS.
YOU AGREE THAT EACH OF SMOOTHRIDE, ITS AFFILIATES AND ITS PARTNERS HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY DRIVING SERVICES PROVIDED BY YOU TO USERS OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT.
- c) Indemnity
You agree to indemnify and hold Smoothride and its Affiliates, officers, directors, employees, agents and partners harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees) arising out of or in connection with: (i) your use of the Smoothride Platform or services or goods provided through your use of the Smoothride Platform; (ii) your provision of Driving Services; (iii) your breach or violation of any of this Agreement; or (iv) your violation of the rights of any third party, including Users.
- a) Arbitration
You agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof or the use of the Smoothride Platform (collectively, “Disputes”) will be settled by binding arbitration between you and any relevant Smoothride Affiliate in your jurisdiction, or between you and Smoothride Networks if no other Affiliate is incorporated in your jurisdiction, except that each party retains the right to equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and Smoothride are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class action or representative proceeding. Further, unless both you and Smoothride (or a relevant Affiliate) otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of this Agreement. This “Dispute Resolution” section applies to all Disputes (as defined below) between you and Smoothride and/or any of its Affiliates.
- b) Arbitration Process and Rules
Any dispute, conflict, claim or controversy arising out of or broadly in connection with or relating to the Smoothride Platform, your provision of Driving Services or this Agreement, including those relating to its validity, its construction or its enforceability (any “Dispute”) shall be first mandatorily submitted to mediation proceedings under the International Chamber of Commerce Mediation Rules (“ICC Mediation Rules”). If such Dispute has not been settled within sixty (60) days after a request for mediation has been submitted under such ICC Mediation Rules, such Dispute can be referred to and shall be exclusively and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (“ICC Arbitration Rules”). The ICC Rules’ Emergency Arbitrator provisions are excluded. The Dispute shall be resolved by one (1) arbitrator to be appointed in accordance with the ICC Rules. The place of both mediation and arbitration shall be in the city in which the applicable Affiliate with which you have a Dispute has its registered office. The language of the mediation and/or arbitration shall be English, unless you do not speak English, in which case the mediation and/or arbitration shall be conducted in both English and your native language. The existence and content of the mediation and arbitration proceedings, including documents and briefs submitted by the parties, correspondence from and to the International Chamber of Commerce, correspondence from the mediator, and correspondence, orders and awards issued by the sole arbitrator, shall remain strictly confidential and shall not be disclosed to any third party without the express written consent from the other party unless: (i) the disclosure to the third party is reasonably required in the context of conducting the mediation or arbitration proceedings; and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein.
- a) Choice of Law
This Agreement is governed by and construed in accordance with the laws of the jurisdiction in which the relevant Affiliate is incorporated, without giving effect to any conflict of law principles, except as may be otherwise provided in supplemental terms applicable to such jurisdiction.
- b) Confidentiality
You agree to treat all information concerning Smoothride and its Affiliates and all information concerning Users which has been provided to you as Confidential Information and you will not, except as provided in this Agreement, disclose, use or permit the disclosure or use of such information to any third party.
- c) Notice
Smoothride may give notice by means of a general notice on the Smoothride Platform, electronic mail to your email address in your Account, or by written communication sent to your address as set forth in your Account. You may give notice to Smoothride or its Affiliates by written communication to Smoothride’s general email address at email@example.com.
- d) General
You may not assign or transfer this agreement in whole or in part without Smoothride’s prior written approval. You give your approval to Smoothride for it to assign or transfer this Agreement in whole or in part, including to: (i) a subsidiary or affiliate; (ii) an acquirer of Smoothride’s equity, business or assets; or (iii) a successor by merger. No joint venture, partnership, employment or agency relationship exists between you, Smoothride, its Affiliates or any User as a result of the contract between you and Smoothride or use of the Smoothride Platform.
If any provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of this Agreement but the legality, validity and enforceability of the other provisions in this Agreement shall not be affected. In that event, the parties shall replace the illegal, invalid or unenforceable provision or part thereof with a provision or part thereof that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable provision or part thereof, given the contents and purpose of this Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In this Agreement, the words “including” and “include” mean “including, but not limited to.”