Terms and Conditions

1.1 In this Agreement:

• • "Supplier" refers to a company, firm, or individual that controls, is controlled by, or is under common control with another entity.
• • "The Company" refers to Ridenoww Ltd.
• • "Agreement" refers to this contract between Ridenoww Ltd and the Supplier Partner, encompassing Clauses 1 to 23, along with Appendices A through F.
• • "Business Day" refers to any weekday, excluding bank or public holidays in the United Kingdom.
• • "Business Hours" means the period between 09:00 and 17:00 on a Business Day.
• • "Admin Fee" refers to the fee charged by Ridenoww per statement to the Supplier Partner for journeys booked by customers on the Ridenoww platform, calculated as outlined in Clause 6.
• • "Commission Fee" refers to the fee charged by Ridenoww in addition to the Supplier Partner's quoted prices for journey fares.
• • "Confidential Information" refers to:
  • o (a) Any information supplied by one party to the other, marked as "confidential";
  • o (b) Any information designated as "confidential" or reasonably understood to be so;
  • o (c) This Agreement.
• • "Control" refers to:
  • o (a) The legal authority to directly or indirectly manage a company, firm, or entity.
  • o (b) The right to appoint a majority of the directors (or equivalent) of a company, firm, or entity; and/or
  • o (c) Ownership of more than 50% of the voting shares of a company (either directly or indirectly); and "Controlled" shall be construed accordingly.
• • "Customer" refers to any individual booking or travelling on a journey arranged through the Ridenoww platform with the Supplier Partner's drivers.
• • "Data Protection Legislation" refers to the Data Protection Acts of 1988 to 2018, the Data Protection Directive (95/46/EC), the General Data Protection Regulation (GDPR), the e-Privacy Directive 2002/58/EC, and all applicable laws related to the processing of personal data.
• • "Drivers" refers to the drivers contracted and engaged by the Supplier Partner.
• • "Ridenoww Platform", "Ridenoww Software", and "Ridenoww Applications" refer to the proprietary software system developed by Ridenoww, which provides quotes, facilitates bookings on behalf of the Supplier Partner, and optimises the Supplier Partner's operations.
• • "Executive Car" refers to a vehicle that is less than four years old and includes makes such as BMW, Mercedes, Jaguar, Lexus, and Audi, among others listed.
• • "Extras" refers to additional charges that may be applied to the customer's journey after allocation to the Supplier Partner.
• • "Coaches" refers to vehicles capable of carrying 16 or more passengers.
• • "Force Majeure Event" refers to events beyond the reasonable control of the affected party.
• • "Green Car" refers to eco-friendly vehicles such as the Kia Niro EV, Tesla, Nissan Leaf, and other fully or partially electric vehicles licensed for UK roads.
• • "Intellectual Property Rights" refers to all intellectual property rights globally, whether registered or unregistered.

1.2 In this Agreement, any reference to a statute or statutory provision shall include a reference to:

a. that statute or statutory provision as amended, consolidated, and/or re-enacted from time to time; and

b. any subordinate legislation made under that statute or statutory provision.

1.3 The headings of clauses do not affect the interpretation of this Agreement.

1.4 In this Agreement, the term "persons" shall include companies, partnerships, limited liability partnerships, sole proprietorships, unincorporated associations, and trusts.

1.5 Any references to a clause, Appendix, or paragraph (unless otherwise specified) shall refer to a clause of or an Appendix to this Agreement or to a paragraph within the relevant Appendix. The Appendices form part of this Agreement and have the same force and effect as if expressly set out within the body of this Agreement.

2.1 The Supplier Partner appoints the Company as its non-exclusive agent for the Term to solicit and obtain orders for the Supplier Partner's services via the Ridenoww Software.

2.2 Ridenoww shall use commercially reasonable efforts to make the Ridenoww Software available to solicit and obtain orders for the Supplier Partner's services, in accordance with the parameters specified and requested through the Platform.

2.3 The parties acknowledge and agree that the Supplier Partner bears responsibility (as between the parties) for the fulfilment of the Services, and Ridenoww does not.

2.4 The parties acknowledge and agree that the Supplier Partner is responsible for engaging or instructing the Drivers in relation to the provision of the Services (or otherwise), and that the Company shall have no responsibility to, or contractual relationship with, the Drivers by virtue of this Agreement or otherwise.

2.5 This Agreement shall commence on the date hereof and shall remain in effect unless and until terminated pursuant to clause 14 (the "Term").

The Company agrees to comply with the provisions set out in paragraphs A1, A2, and A3 of Appendix A, as well as the provisions in Appendix C.

4.1 The Supplier Partner agrees to comply with the provisions set out in paragraphs A4, A5, and A6 of Appendix A, and the Service Level Agreement and Terms in Appendices C, D, and F.

4.2 The Supplier Partner acknowledges and agrees that it remains liable for the acts and omissions of its Drivers as if they were its own. The Supplier Partner further agrees to ensure that, where applicable (and without limitation to the obligations in Appendix E), all Drivers comply with the terms of this Agreement. For the avoidance of doubt, this Agreement does not create a direct contractual relationship between the Company and the Drivers, and the Company does not act as the Drivers' agent.

5.1 The Supplier Partner agrees to indemnify and hold the Company harmless against any losses, damages (including damage to reputation and goodwill), claims, obligations, liabilities, costs, expenses (including legal expenses incurred in investigating, defending, or prosecuting any litigation, claim, or proceeding), arising out of or in connection with any:

a. claim of Intellectual Property Rights (IPR) infringement;

b. liabilities incurred by the Company as a result of the Supplier Partner or any of its Drivers breaching any law;

c. negligence or breach of this Agreement by the Supplier Partner;

d. negligence of any Drivers; and

e. claims brought by Drivers and/or Customers of the Services against the Company (except where such claims relate to (i) any liability for death or personal injury caused by the Company's negligence, or (ii) fraud or fraudulent misrepresentation by the Company).

6.1 In consideration of the agency services provided by the Company under this Agreement:

a. No administration fee for all invoices and statements sent to the Supplier Partner for completed journeys;

b. Penalty charges as set out in Appendix F.

6.2 The parties further agree to:

a. The payment terms set out in Appendix B;

b. The cancellation compensation terms set out in Appendix D;

c. The Service Level Agreement (SLA) fine terms set out in Appendix F.

7.1 The Company warrants to the Supplier Partner that it has the legal right and authority to enter into and perform its obligations under this Agreement.

7.2 The Supplier Partner warrants to the Company that:

a. it has the legal right and authority to enter into and perform its obligations under this Agreement;

b. the journeys for which the Company provides Customers will be carried out with reasonable care, skill, and in accordance with the Service Level Agreements;

c. it is a licensed operator under the relevant local authority, is insured against public liability, and ensures that all Drivers are fully insured and public liability insurance provide by their Supplier, either personally or through the Supplier Partner;

d. any Driver undertaking a journey via the Exchange holds a full private hire or hackney carriage licence issued by the relevant local authority, and both the Supplier Partner and its Drivers will comply with the regulations of the relevant licensing authorities at all times.

7.3 All of the parties' obligations and liabilities in respect of the subject matter of this Agreement are explicitly stated within this Agreement. To the fullest extent permitted by applicable law, no other terms concerning the subject matter of this Agreement will be implied into this Agreement or any related contract, including any implied conditions, warranties, or terms regarding quality, fitness for purpose, or the exercise of reasonable skill and care.

8.1 All Ridenoww Software provided by the Company and utilised by the Supplier Partner for processing bookings remains the property of the Company and is classified as Confidential Information. The Supplier Partner agrees not to disclose any details or information relating to the Ridenoww Software to third parties.

8.2 The Company grants the Supplier Partner a non-exclusive, non-transferable, non-sub licensable, royalty-free, and revocable licence to use the Ridenoww Software within the United Kingdom for the Term, enabling the Supplier Partner, inter alia, to display the availability of its Drivers.

8.3 The Supplier Partner acknowledges that the Ridenoww Software is provided on an "as is" basis and is subject to the disclaimer outlined in clause 7.3.

8.4 The Supplier Partner shall:

a. promptly notify the Company upon becoming aware of any actual or potential infringement by a third party of any Intellectual Property Rights in the Ridenoww Software (an "IPR Infringement Claim");

b. provide the Company with all reasonable assistance in relation to the IPR Infringement Claim;

c. allow the Company exclusive control over the conduct of the IPR Infringement Claim, including all related disputes, proceedings, negotiations, and settlements.

9.1 Nothing in this Agreement shall:

a. limit or exclude either party's liability for death or personal injury resulting from its negligence;

b. limit or exclude either party's liability for fraud or fraudulent misrepresentation;

c. limit any liability of a party in a manner not permitted under applicable law; or

d. exclude any liability of a party that cannot be excluded under applicable law.

9.2 Neither party shall be liable to the other for any indirect, special, or consequential loss, including but not limited to economic loss, loss of profits, revenue, business, or goodwill.

9.3 The limitations and exclusions of liability set out in this clause 9:

a. apply to all liabilities arising under or in relation to this Agreement, including liabilities arising in contract, tort (including negligence), and breach of statutory duty; and

b. do not limit or exclude the parties' liabilities under the indemnities provided in this Agreement.

10.1 Each party warrants that it has the legal right to disclose all Personal Data it shares under this Agreement, and that the processing of such Personal Data by the recipient party, for the purposes and in accordance with the terms of this Agreement, will comply with all applicable laws, including Data Protection Legislation.

10.2 Each party agrees that:

a. to the extent it processes Personal Data on behalf of the other party (as the data controller), it will act only on the instructions of the other party with regard to such processing;

b. it will not transfer any Personal Data outside the European Economic Area without the prior written consent of the other party;

c. it has implemented and will maintain appropriate technical and organisational security measures against unlawful or unauthorised processing of Personal Data, and against accidental loss or corruption of such data;

d. it will only use the Personal Data provided by the other party as necessary to comply with the requirements of this Agreement and/or for any legal or regulatory purposes.

10.3 The Supplier Partner acknowledges and agrees that neither it nor its Drivers shall:

a. use any Customer Personal Data obtained pursuant to this Agreement for direct marketing purposes; or

b. disclose any such Customer Personal Data obtained pursuant to this Agreement to third parties.

11.1 Each party shall keep confidential all Confidential Information of the other party and shall not:

i. disclose that Confidential Information except as expressly permitted by this clause; or

ii. use that Confidential Information for any purpose other than for the exercise of its rights or the performance of its obligations under this Agreement.

11.2 Each party shall take reasonable security measures to protect the confidentiality of the other party's Confidential Information.

11.3 Confidential Information may be disclosed by a party to its employees and professional advisers, provided that such recipients are legally bound to maintain the confidentiality of the information.

11.4 The obligations of confidentiality set out in this clause will not apply to any information that:

a. has been published or is publicly known (other than through a breach of this Agreement);

b. was known to the receiving party before disclosure by the other party, as evidenced by the receiving party's records; or

c. is required to be disclosed by law or by a binding order of a competent governmental authority, regulatory body, or stock exchange.