DRIVER AGREEMENT
Effective from 23 May 2022
This Agreement is made between:
OLA UK Private Limited having its registered office at 131 Finsbury Pavement, London EC2A 1NT (“Ola”); and
the individual driver (the “Driver”) who is desirous of providing Rides through his Vehicles (each as defined hereinafter) using Ola’s Services as agent,
(each a “Party” and collectively the “Parties”).
Ola provides Transport Services and now wishes to appoint the Driver(s) as its non-exclusive agent(s) for the provision of the Transport Services to Customers via Rides.
Capitalised terms in this Agreement have the meaning given in Exhibit A.
THE PARTIES AGREE AS FOLLOWS:
Appointment of Driver
In return for payment by Ola to the Driver of the Driver Fees, Ola appoints the Driver as its non-exclusive agent to provide the Transport Services to Customers via Rides on behalf of Ola on the terms of this Agreement, and the Driver accepts the appointment on those terms. The duration of appointment is set out in sub-clause (C) below.
Ola authorises the Driver to conclude contracts at the Driver’s discretion for the provision of the Transport Services through the Driver App (each such contract a “Ride”) as agent in the name of and on behalf of Ola, but only on the terms set out in this Agreement in order that the Services comply with Applicable Laws. The Driver may similarly terminate the provision of Transport Services to Customers via Rides, as agent in the name and on behalf of Ola, in accordance with clause 2(C)(vii).
The term of appointment of the Driver as agent pursuant to clause 1(A) above commences immediately prior to the point at which a Driver accepts a Transport Services Request and a Booking Confirmation is subsequently provided to Customers (in accordance with clause 2(C)(ii)), and each such appointment terminates on the earlier of (i) cancellation of a Ride by a Driver pursuant to clause 2(C)(vii); (ii) the point at which the Customer has been delivered to the drop location specified in the Booking Confirmation; (iii) the point at which the Customer cancels a Ride in accordance with the Customer Terms; or (iv) the Ride or this Agreement is otherwise terminated in accordance with the terms of this Agreement or the Customer Terms.
This Agreement is a non-exclusive appointment and as a result a Driver may:
use apps provided by other transportation providers at the same time as using the Driver App; and
perform rides for alternative transport services providers when not acting as agent for Ola during the periods described in sub-clause (C) above.
Except as expressly stated in this Agreement, the Driver has no authority to commit Ola to any contractual obligations with Customers or any other third party. The Driver’s scope of authority to enter into contracts and cancel contracts on behalf of Ola is limited to contracts for Transport Services. No authority is given to Drivers, and no appointment made, by Ola in respect of any other forms of services besides Transport Services and no authority is given, and no appointment made, by Ola in respect of the sale of goods.
Use of Ola’s Services
Account Creation
The Driver shall use the Driver App to contact Customers on behalf of Ola for the provision of Transport Services via Rides. The Driver shall create an online account on the Driver App (the “Account”) and provide the details required in Exhibit B (the “Registration Data”). The Driver shall complete the Registration Data for the registration of themselves and their Vehicles with Ola (acting on its own or through one of its Affiliates). The Driver acknowledges that such Registration Data must be valid, true and correct.
The Driver agrees to provide the Registration Data, comply with the Regulatory Requirements (including those set out in Exhibit D) and the other terms of this Agreement to create and maintain an Account.
The Driver agrees to the terms and conditions of this Agreement upon clicking the ‘Accept and Continue’ button displayed at the bottom of this page. The Driver agrees to continue to remain bound by this Agreement (as amended from time to time) for as long as it uses the Driver App for identifying Customers, entering into contracts for Rides on behalf of Ola and providing Rides (unless the Agreement is terminated in accordance with the provisions contained herein).
Devices
For registration on the Driver App, the Drivers are required to provide their own electronic device, which must (a) have a functioning mobile number and the ability to read text messages (SMS) and push notifications sent by Ola, and (b) meet the minimum OS requirements for optimum functionality of the Driver App (the “Device”). These can be found in the ‘Find answers’ section of the Ola Driver webpage. Ola will assist the Driver in installing (and, if required, using) the Driver App on the Device.
If the Device is lost or stolen, the Driver shall inform Ola of such occurrence promptly, to ensure that access to the Driver App through the Device is immediately blocked, suspended or deactivated so that the Device can no longer be used to access the Driver App.
The Driver agrees that the Driver App will not be used for any illegal or unlawful purposes and the Driver shall use the Driver App solely in accordance with the terms of this Agreement. The Driver will be solely liable for any misuse of the Driver App through the Account.
The Driver shall not permit any third party to use the Driver App under any circumstances nor will the Driver share his/her login details to the Driver App with any third party. The Driver shall comply with such security requirements in relation to the use of the Driver App (including any requirements in relation to the verification of the Driver’s identity) as are notified in writing to it by Ola from time to time. The Driver agrees to immediately inform Ola of any actual or suspected breach of Driver App security requirements or any improper use or disclosure of the Drivers’ login details to the Driver App.
Transport Services Requests
Customers from time to time may send a request to book a Vehicle for a Ride (a “Booking Services Request”). Such Booking Services Requests will be transmitted by Ola to Drivers that are near the Customer’s pick-up location via the Driver App (a “Transport Services Request”). A Transport Services Request may be selected by the Driver via the Driver App or in such other manner as may be determined by Ola from time to time. The Driver may use their discretion in opting to accept or reject Transport Services Requests.
Once a Transport Services Request has been accepted by a Driver, Ola shall provide the Customer with the Booking Confirmation. At no time does a contract for Transport Services exist between a Customer and the Driver.
The Driver agrees that upon accepting a Transport Services Request, Ola shall provide to the Customer the following details:
a picture of the Driver,
details of the Vehicle (including vehicle registration number and model),
rating of the Driver, and
such other information that Ola considers appropriate to enhance the provision of the Ride to the Customer, and in order for the Customer to identify the Driver and the Vehicle.
Once a Transport Services Request is accepted by the Driver, Ola will provide the Driver with the necessary Customer details such as name, pick-up location and drop location to enable the Driver to provide the Ride.
Once a Transport Services Request is accepted by the Driver, the Driver shall promptly provide the Ride in accordance with these details. The Driver’s obligation to provide the Ride is owed to Ola UK and not the Customer. The Driver may take their own preferred route to the drop location, subject to obtaining consent from the Customer. The Driver App may provide a suggested route for the Ride to the Driver, but use of this route is not mandatory. Ola UK may cancel a Ride, via the App, where the Customer cancels pursuant to the Customer Terms (in which case a Cancellation Fee maybe payable to the Driver).
The Driver and the Customer shall be able to directly communicate with each other via the Driver App and the Customer App respectively for a period of time following acceptance of the Transport Services Request by the Driver, for the duration of the Ride, and a reasonable subsequent period, in case required.
A Driver may subsequently cancel an accepted Transport Services Request in the event of adverse conditions such as the weather, traffic, roadworks, and other unexpected delays such as traffic accidents which are outside of the Driver’s reasonable control if such conditions prohibit a Driver from performing a Ride, and/or impact the Driver’s ability to perform the Ride within a reasonable time). A Driver may only cancel an accepted Transport Services Request in accordance with this clause 2(C)(vii) prior to collecting a Customer from their requested pick-up location. In order to cancel a Transport Services Request in accordance with this clause 2(C)(vii), the Driver must contact the Driver Help Centre Number or use the cancel function in the Driver App. Any cancellation of a Transport Services Request by the Driver in accordance with this clause 2(C)(vii) shall also result in termination by Ola, (whether acting itself or via its agents), of the provision of Transport Services to the relevant Customer.
The Driver understands that there is no exclusivity with Ola and that they retain all rights to provide Rides to other customers and/or to use other software application services in addition to the Ola Services, if they so desire.
Driver’s Commitments
The Driver agrees that, where they accept a Transport Services Request via the Driver App on behalf of Ola, they will transport Customers in accordance with the requested Ride (subject to the rights to cancel) in return for the Driver Fee.
The Driver further agrees always to act in compliance with all Applicable Laws, any relevant guidance published by the licensing authority in the relevant Area of Operation which may be in force from time to time, and any other requirements set out in Exhibit D (the “Regulatory Requirements”).
If the Driver ceases to satisfy the Regulatory Requirements, they shall immediately notify Ola, and cease to use Ola Services including the Driver App, unless and until Ola notifies the Driver otherwise. Ola reserves the right to (i) deactivate the Driver’s access to the Driver App at its sole discretion (acting reasonably) if it becomes aware of a Driver failing to meet the Regulatory Requirements, or (ii) terminate this Agreement with immediate effect in accordance with clause 14(C)(c).
When providing a Ride, the Driver should not carry any unauthorised goods or persons until the completion of the Transport Service.
When providing a Ride, the Driver should only head to waypoints and the drop location entered by the Customer in the Customer App and visible to the Driver on the Driver App. Taking Customers to points that have not been entered by the Customer into the Customer App may cause payments to be withheld, or not paid if the Customer does not provide such payments.
The Driver may only terminate a Ride once it has commenced in the event of a motor vehicle accident, a breakdown involving the Vehicle or a safety concern that takes place during a Ride.
The Driver represents that they are proficient in English.
The Driver must have a UK bank account with an authorised deposit-taking institution regulated by the Financial Conduct Authority (“FCA”).
The Driver shall at all times have a lawful right to use the Vehicle used for the Rides.
The Driver shall comply with all reasonable and lawful instructions of Ola from time to time concerning the Services, and generally shall conduct the agency in such manner as it thinks best promotes the interests of Ola.
The Driver shall immediately upon becoming aware, notify Ola of any civil or criminal proceedings that the Driver or the Vehicle licensee is facing.
The Driver agrees that it will be responsible (a) to ensure their own safety and security, and that of Customers and the Vehicles during Rides; (b) to not undertake or assist in any unlawful or illegal activity (including any activity in breach of the licence applicable to the Driver or the Vehicle being driven) while performing any Rides; and (c) for any unauthorised use of the Vehicles or the Driver App whilst providing Rides to the Customer(s) and otherwise during the term of this Agreement.
Subject to the Driving Hours Policy which can be found in the ‘Find answers’ section of the Ola Driver webpage, the Driver retains the sole right to determine when and for how long the Driver will utilise the Driver App and the Ola Services for the purpose of providing Rides to Customers.
The Driver shall have the option to provide a rating and feedback about the Customer on the Driver App at the end of each journey. The Driver agrees that the Customer may also be granted a similar option, including the option for Customers to designate the Driver as a “favourite” on the Customer App. Such designation shall provide the Customer the option to select the Driver for any future Booking Services Requests (subject to the availability of the Driver around the Customer’s location at the time of the Customer’s subsequent Booking Services Request).
Declaration – The Driver hereby allows Ola to approach the DVLA for their driver record information, in order to process their driving and Vehicle related data. The Driver also understands that this includes personal details, driving entitlements, valid endorsements and disqualifications (if relevant) and photo images. This declaration specifically expires when the Driver stops driving in connection with Ola or in any case, three years from the date of accepting the terms and conditions set out in this Agreement.
The Driver agrees that: (i) any amounts due to Ola pursuant to this Agreement, or (ii) any other amounts that the Driver instructs or authorises Ola to deduct and pay to third parties on their behalf, may be deducted from the Driver Fee prior to remittance to the Driver. The order of such deductions shall be determined by Ola.
The Driver may contact Ola (as set out herein) to raise a concern or dispute in respect of calculation of Driver Fees and payments of the same, including reasonable details of the concern or dispute, if:
any Driver Fee has not been calculated correctly;
any deductions from the Driver Fee have not been calculated correctly;
any remittance of the Driver Fee to the Driver is inaccurate; and/or
they have incurred any reasonable costs in cleaning or repairing the Vehicle during a Ride that are attributable to the Customer (“Additional Costs”),
in which case Ola may request further details of such calculation, inaccuracy or costs from the Driver in order to verify them at Ola’s reasonable discretion. Where Ola identifies that a Driver Fee has not been calculated correctly, a remittance was inaccurate or that a Driver has properly incurred Additional Costs, Ola shall pay any additional Driver Fees promptly (or, where relevant, make the necessary deduction from the next Driver Fee payment, or where no such Driver Fee payment is made, require payment by the Driver). Besides the Driver Fee, the Driver does not have a right to any additional expenses from Ola or any of its Affiliates.
As part of Ola’s efforts to provide a better service quality and to protect the safety of its drivers and riders alike, Drivers may be asked to participate in quality learning modules and assessments from time to time. Drivers shall also be required to abide by processes in place to verify whether the driver online at a particular time is in fact the registered Driver. This would include collecting the Driver’s photograph on a real-time basis, based on prompts made by Ola at periodic intervals, and comparing it against the Driver’s photograph on file with Ola. Collection and processing such information shall occur either prior to the Driver’s access or use of the App and Services or based on other pre-determined timelines. Ola may take actions necessary to restrict or prevent the Driver’s access to the Services if it becomes aware of any fraud, impersonation or unauthorised use of the Driver’s account by a third party.
In order to assist Ola with data processing related to documentation reading and accuracy at the time of the Driver’s registration, Ola may undertake or perform actions relating to digitisation of the Driver’s documentation, including but not limited to conversion of image to text. Ola may transfer the Driver’s information to third party processors that will assist with such processing.
Ola’s Obligations:
Except as expressly stated in this Agreement, Ola and its Affiliates’ obligations to Drivers are limited to:
managing and operating the Ola Services including the Driver App and Portal; and
paying the Driver Fee.
Payment Terms
The Driver agrees that the payments between the Driver and Ola set out in Exhibit C will be settled and paid by Ola (or any other party authorised by Ola) in the manner set out in Exhibit C.
The Driver hereby instructs Ola to remit the Driver Fee to the bank account provided by the Driver to Ola at the time of subscribing to the Driver App, or as updated on the Driver App from time to time.
The Driver shall at all times be responsible for providing accurate banking details to Ola. Ola shall not be held responsible in any manner for any failed or incomplete transactions owing to inaccurate banking details provided by the Driver to Ola.
The Driver shall not take part in any dispute or commence or defend any court or other dispute proceedings with Customers on behalf of Ola or settle or attempt to settle or make any admission concerning any such proceedings. In case of any such dispute, Driver must contact Ola and provide Ola with any information it reasonably requires in respect of such dispute. Any decision taken by Ola in good faith in settling such disputes will be final and binding on the Driver.
Taxes
Ola may withhold from any amounts payable under this Agreement, such taxes as may be required to be withheld pursuant to applicable laws, from time to time.
The Driver shall at all times comply with all other Laws and regulations relating to all taxes including Value Added Tax (“VAT”) in the UK (“UK VAT”). It is the Driver’s responsibility to evaluate and undertake any and all registrations and other compliances as required under the UK VAT laws.
Where a Driver is registered under UK VAT, each invoice shall be a valid VAT invoice and shall contain such information for it to be a valid VAT invoice and be addressed to Ola. The VAT amount shall be clearly shown as a separate line item in the invoice.
When registered for UK VAT, the Driver shall provide to Ola, the name and, as applicable, the VAT registration number, prior to the commencement of any work under this Agreement or latest before issuance of any invoice to Ola and Ola will have a right to verify the VAT registration number before payment is released against such invoice. Any change to any details associated with the VAT registration shall be intimated to Ola immediately.
The Driver shall indemnify Ola on a continuing basis against any liability, including any interest, penalties or costs incurred, that is levied, demanded or assessed on Ola at any time in respect of the Driver’s failure to account for or to pay any VAT relating to payments made to the Driver under this Agreement.
Selfie Authentication
With an intention to enhance the safety of Customers and prevent fraud and misuse of the Transport Services, Ola has introduced mandatory, periodic and randomised selfie authentication (“Selfie Authentication”). If a Driver has been selected for a Selfie Authentication:
the Driver App will prompt the Driver to take a picture/selfie of themselves from time to time.
Once uploaded, the selfie/picture will be compared (either manually or automatically) to facial recognition data stored with Ola from the Driver’s current profile picture.
Selfie Authentication allows the Driver App to either confirm or deny the identity of the person attempting to provide a Ride. In order for Drivers to continue providing Rides, the Driver should have a valid account with Ola and the Driver’s selfie should match with the saved data.
Ola may block any Account where the relevant Driver does not clear the Selfie Authentication step. Where the Driver does not clear the Selfie Authentication step, the Driver may appeal using the ‘APPEAL THIS’ option on the Driver App.
Confidentiality
The Parties to this Agreement may be provided or have access to Confidential Information. Each Party must keep confidential all Confidential Information, not use or disclose Confidential Information except as permitted under this Agreement, and not sell or disclose the Confidential Information to any third party without the other Party’s prior written consent.
Without limiting clause 8(A), the Driver must not copy, download or extract any Confidential Information from the Ola Services without Ola’s prior written consent.
Upon termination of this Agreement, the Party in possession of the other’s Confidential Information must promptly return or destroy the Confidential Information, unless retention of the information is required under Applicable Law.
Privacy
Ola and its Affiliates store and process personal data in accordance with this Agreement to (a) facilitate the Driver’s use of the Ola Services to provide Rides, including to help the Driver address problems with the Driver App and to facilitate communications between the Driver and Customers; (b) facilitate the Customer’s use of the Customer App, Ola’s Booking Services and Transport Services; and (c) make any required disclosures to any relevant transport authorities and government or regulatory bodies. More information about how Ola uses personal data about Drivers can be found in the Privacy Policy.
Intellectual Property Rights
All Intellectual Property Rights in the Ola Services and Confidential Information disclosed or made available by Ola (“Ola IP”) remain the property of Ola, its Affiliates and/or its third-party licensors. Except as expressly stated, nothing in this Agreement grants the Driver any rights in or related to the Ola IP, and all rights not expressly granted to the Driver are reserved by Ola.
The Driver must not: (a) copy, reproduce, modify, create derivative works of, or attempt to derive the composition or underlying information, structure or ideas of, any Ola IP; (b) reverse engineer, decompile or otherwise endeavour to obtain the source code to any software in the Driver App (save to the extent that it cannot be prohibited from so doing under Applicable Law); (c) breach, disable, tamper with, or develop or use (or attempt) any workaround for any security measure provided in the Ola Services; (d) use any Ola IP in a way that infringes or misappropriates a third party’s intellectual property rights or moral rights; (e) distribute, disclose or allow use of any Ola IP by any third party in any format, through any timesharing service, service bureau, network or by any other means; (f) merge or combine any Ola IP with any other technology not provided by Ola; or (g) remove any proprietary notice language on any copies of any Ola IP.
Subject to the terms of this Agreement, Ola grants the Driver a limited, non-exclusive, personal, nontransferable licence (without the right to sub-license) during the term of this Agreement to use and access the Ola Services solely for the purpose of providing the Transport Services to Customers (including for facilitating the communication, and collection of Total Ride Fee and remittance of Driver Fee).
The Driver is solely responsible for any notes, messages, e-mails, billboard postings, photos, drawings, profiles, opinions, ideas, images, videos, audio files or other materials or information posted or transmitted through the Driver App or Portal (if applicable) or the Device by or on behalf of the Driver (“Driver Content”). The Driver must ensure that such Driver Content is not unlawful, not defamatory or offensive and does not infringe any third party’s rights (including intellectual property rights).
Where the Driver identifies any Driver Content (or content posted by Customers), that is in their opinion unlawful, defamatory, offensive or infringes another rights, they should notify Ola as soon as practicable either via the Driver App or calling the Driver Help Centre Number.
Indemnities
To the maximum extent permitted by law, the Driver will indemnify and hold harmless Ola and Ola affiliates (and their respective directors, officers, employees, agents and representatives) (“Those Indemnified”) from and against any losses, damages, liability, claims, costs, penalty and expenses (including, reasonable legal fees) incurred by Those Indemnified arising out of or in connection with any: (a) breach by the Driver of clauses 8 (Confidentiality), 9 (Privacy) and 10 (Intellectual Property Rights); (b) breach by the Driver of any Applicable Law including non-compliance with the terms of any applicable licence or permission of any relevant transport authorities or government or regulatory bodies as well as non-compliance with VAT law requirements including any VAT liability (including interest and penalty) on Transport Services or on Driver Fees arising due to any false information and documents provided by the Driver; (c) breach of the terms and conditions of this Agreement (d) misrepresentation or fraudulent, dishonest, unlawful or negligent acts or omissions of the Driver committed in the course of providing a Ride, whilst acting as Ola’s agent or otherwise pursuant to the facts and matters described in this Agreement; or (e) personal injury (including sickness and death) or property damage of other Drivers, Customers or any third party in connection with a Ride, whilst acting as Ola’s agent or otherwise pursuant to the facts and matters described in this Agreement (including in connection with any motor vehicle accident involving the Vehicles). Further, the Driver understands and agrees that the Driver will be liable for payment of all traffic, motor vehicle or DVLA summonses, violations or fines that Driver or Ola (or its Affiliates) may receive in connection with the operation of its Vehicle and that the Driver must indemnify Ola and Ola Affiliates from any such summonses or fines that Ola and Ola Affiliates may receive due to any violation which is the result of Drivers’ acts or omissions. In the event that Ola and Ola Affiliates pays for any summonses or fines that Ola and Ola Affiliates may receive due to a violation by Driver, Driver must fully reimburse and indemnify Ola and Ola Affiliates. Any reimbursement or other expense may be deducted from any payments due to Driver, from Ola.
Representations and Warranties
Each Party represents and warrants that they have all requisite power and authority to perform their obligations under this Agreement, and that entering into and exercising any rights, performing any obligations and/or carrying out any transaction contemplated under this Agreement will not breach any applicable law or regulation (including any guidelines, rules, regulations, and any judicial, official, governmental and/or statutory and/or regulatory orders and/or judgments whether interim, final or otherwise), or breach any other contract they are a party to.
If the Driver is registered for UK VAT, the Driver represents and warrants that they are correctly registered for VAT with Her Majesty’s Revenue and Customs (“HMRC”) and that the VAT registration number provided by the Driver in accordance with Exhibit B to this Agreement is correct and belongs to the Driver. Alternatively, in cases where the Driver is engaged in the business but is not liable to obtain a registration under UK VAT, the Driver agrees to provide the declaration or any other commercial document specified in Exhibit B to this Agreement.
The Parties must immediately notify the other Party as soon as they become aware of any circumstances which affect (or are likely to affect) the accuracy of the representations and warranties in clause 12(A) and (B).
All express or implied guarantees, warranties, representations, or other terms and conditions relating to this Agreement or its subject matter, not contained in this Agreement, are excluded from this Agreement to the maximum extent permitted by law.
Without limiting clause 12(D), the Ola Services and all other technology developed by Ola are provided on an “as is” and “as available” basis and, to the maximum extent permitted by law, Ola makes no representation, guarantee or warranty to the Driver of any kind, whether express or implied, including with respect to: (a) the condition, suitability, quality, performance, accuracy, completeness, merchantability or fitness for a particular purpose of the Ola Service or any functionality provided through the Driver App; and (b) the compatibility of the Driver App or any other installed technology with the Device.
Liability
Nothing in this Agreement limits or excludes either Party’s liability for: (a) death or personal injury caused by its negligence; (b) fraudulent misrepresentation or for any other fraudulent act or omission; or (c) any other liability which cannot lawfully be excluded or limited.
Subject to clause 13(A), Ola or Ola Affiliates shall not be liable (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise) for:
(i) any
(a) costs or expenses incurred by the Driver in discharging their obligations set out in this Agreement;
(b) losses, costs, expenses or liability incurred by the Driver in the performance of lawful acts within the scope of their appointment as agent pursuant to clause 1(A); or
(c) other losses, costs, expenses or liability that the Driver suffers in connection with the Services,
in each case save to the extent that Ola fails to perform its obligations to the Driver as set out in this Agreement; nor
(ii) any
indirect, incidental, special exemplary, punitive or consequential loss, costs, expenses or damages; or
(b) loss of profits, revenue, goodwill, anticipated savings, business or opportunity, even if advised of the possibility of such damages.
Subject to clause 13(A), and to the maximum extent permitted by law, Ola’s total aggregate liability to the Driver in respect of a Ride, whether in contract (including under any indemnity), in tort (including negligence), under statute or otherwise under or in connection with this Agreement shall not exceed the Total Ride Fare in aggregate.
The Driver agrees that it is solely liable for: (a) any accidents, incidents and issues involving the Vehicles (including any loss or damage to the Vehicles caused by any third party other than the Customer for any reason) while providing the Rides, whilst acting as Ola’s agent or otherwise pursuant to the facts and matters described in this Agreement; (b) breach of any Applicable Laws (including the terms of any licences and permissions issued by any relevant transport authority or government or regulatory body to the Driver) arising out of or in connection with the Driver providing Rides, whilst acting as Ola’s agent or otherwise pursuant to the facts and matters described in this Agreement; and (c) save for any verified Additional Costs, all costs and expenses pertaining to the Vehicles (including maintenance costs, petrol, and penalties for violation of traffic rules). Ola will not be liable for any such accidents, incidents, issues, breaches, costs and expenses.
Termination / Off-roading
Ola may, in accordance with its standard operating procedure with respect to off-roading/termination, off-road or terminate the Driver. The Driver shall be informed of any such decisions made by Ola, and in the case of termination, the Driver may contact the Partner Care Number to learn more about initiating an appeal.
Either Party may terminate this Agreement for convenience by giving the other Party at least 7 Business Days’ notice.
Ola may terminate this Agreement with immediate effect upon notice to the Driver if: (a) necessary to comply with any Applicable Law; (b) reasonably required to protect Ola or Ola’s Affiliate interests in the event the Driver engages in inappropriate acts/omissions; (c) the Driver ceases to satisfy and/or breaches any of the Regulatory Requirements; (d) the Driver has committed a material breach, or repeated breaches, of this Agreement; and/or (e) Ola ceases to offer Services in the UK and/or the Driver’s Area of Operation.
Upon termination of this Agreement for any reason: (a) the Driver’s rights to use the Ola Services will cease immediately, the registration with Ola and the Account of the Driver will cease to apply, the Driver and the Vehicles will cease to be listed on the Driver App and Ola may block the Driver’s access to the Driver App; (b) the Driver must pay to Ola all amounts due and owing to Ola at the date of termination, and Ola will settle and pay to the Driver any outstanding Driver Fees which are owed to the Driver on account of Rides to Customers prior to the date of termination; (c) the Driver will promptly return to Ola all property and materials provided to it by Ola under this Agreement; (d) the Parties must cease acting in a manner that would imply a continuing relationship between the Parties, cease all marketing and other activities contemplated under this Agreement and the Driver shall cease to describe themselves as an agent of Ola; and (e) the Driver must ensure that any Ola branding affixed or displayed on the Vehicles is immediately removed (or if the Driver is unable to remove the Ola branding themselves, the Driver must promptly attend Ola’s nearest office for removal of the branding).
Clauses 8 (Confidentiality), 9 (Privacy), 10 (Intellectual Property Rights), 11 (Indemnities), 13 (Liability), 14 (Termination/Off-roading) and 18 (Governing Law and Dispute Resolution) will survive termination of this Agreement together with any other terms of this Agreement which by their nature do so.
Termination of this Agreement will not prejudice any rights of the Parties that may have accrued prior to such termination.
Notices
Any notices, requests and other communications required or permitted under this Agreement must be in writing and sent to the recipient Party as follows (as amended time to time by the recipient Party by notice to the other Party): To Ola by email to: drivercare@olaride.uk To Driver: By email or text message (SMS) to the email address or mobile number (as applicable) specified in the Account or through In-App communications.
Entire Agreement and Precedence
This Agreement constitutes the entire agreement between the Parties and will supersede and override all previous communications (either oral or written) between the Parties with respect to the subject matter of this Agreement. Neither Party has relied upon (or shall have any remedies in respect of) any representation not expressly set out in this Agreement. Nothing in this clause shall limit the liability of either Party for fraudulent misrepresentation.
If there is any conflict or inconsistency between the terms of this Agreement and any Exhibit, the terms of the Exhibit will prevail to the extent of the conflict or inconsistency.
Relationship between Parties
In respect of this Agreement, Ola operates as a provider of Booking Services and Transport Services to Customers, and for the provision of those Services, it provides the Driver with access to the Driver App. Driver operates as non-exclusive agent to provide the Transport Services to Customers via Rides in accordance with clause 1(A). None of the provisions of this Agreement shall be interpreted as creating the relationship of employer and employee or engager and worker between the Driver and Ola at any time, under any circumstances or for any purpose. Nothing in this Agreement shall create a joint venture or partnership between the Parties or render Ola an agent or partner of the Driver.
The Driver agrees that it is responsible for the payment of all applicable taxes including VAT payable (if any), completing their own self-assessment tax return and ensuring compliance with all applicable tax laws.
Governing Law and Dispute Resolution
Any dispute in connection with this Agreement (including any question regarding its existence, validity or termination) shall be referred to arbitration. The arbitration shall be: (a) held in accordance with the LCIA Rules; (b) held in London; and (c) conducted in English by a single arbitrator agreed between the Parties (or, failing agreement, appointed by the Secretary General of LCIA). To the maximum extent permitted by law, the arbitrator’s award will be final and binding on the Parties.
This Agreement will be governed by and construed in accordance with the laws of England and Wales.
Amendments to this Agreement
Ola may amend the terms of this Agreement and/or the Privacy Policy from time to time and notify the Driver if such an amendment occurs and such amendments shall automatically take effect.
Upon an amendment to this Agreement and/or the Privacy Policy being issued by Ola, Ola may require the Driver to confirm their acceptance of such amendments. If the Driver does not agree to any such amendments, either Party may terminate this Agreement immediately.
Miscellaneous
Assignment: The Driver may not assign or transfer any of their rights, interests or obligations under this Agreement to any third party without the prior written consent of Ola (not to be unreasonably withheld or delayed). Ola may assign its rights and interests under this Agreement to any person whosoever.
Force Majeure: Any delay in or failure to perform any obligations by either Party under this Agreement will not constitute a breach of this Agreement to the extent caused by acts of any government authorities, acts of God, fire, flood, explosion, riots, war, rebellion, insurrection or other event beyond the reasonable control of that Party (“Force Majeure”). A Party affected by a Force Majeure must: (a) notify the other Party within 7 days after it becomes aware of the Force Majeure; and (b) use all reasonable efforts to avoid or minimise the effects of such Force Majeure and commence performance of its obligations as soon as such Force Majeure ceases. If a Force Majeure event continues for a continuous period of more than 7 days, either Party may terminate this Agreement by notifying the other Party.
Waiver: Either Party may exercise a right, power or remedy at its discretion and separately or concurrently with another right, power or remedy. No failure or delay on the part of either Party exercising any right, power or privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other rights, powers or privileges by such Party.
Severability: If any provision is held to be prohibited or unenforceable in any jurisdiction then the remaining provisions shall remain valid and enforceable to the extent permitted by law.
Rights cumulative: Subject to any express provision in this Agreement to the contrary, the rights, powers or remedies of a Party under this Agreement are cumulative and in addition to, and do not exclude or limit, any right, power or remedy in any other part of this Agreement or otherwise provided at law or in equity.
EXHIBIT A
DEFINITIONS AND INTERPRETATION
DEFINITIONS:
In this Agreement:
“Account” has the meaning given in clause 2(A)(i).
“Additional Fee” means any toll, duty, taxes, levies or similar fees or charges that are not included in the fare paid by the Customer for the Ride but which are (a) incurred during a Ride to any third party (including government agencies and regulatory authorities) under any Applicable Laws in connection with the Ride; (b) payable by the Driver; and (c) are of a type previously approved by Ola.
“Affiliates” means the entity that, directly or indirectly, controls, is under the control of, or is under the common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest, the majority of the voting rights of such entity, the ability of such entity to ensure that the activities and business of that Affiliate are conducted in accordance with the wishes of that entity or the right to receive the majority of the income of that Affiliate on any distribution by it of all of its income or the majority of its assets on the winding up.
“Applicable Laws” means (whether in the Area of Operation or any other relevant jurisdiction) all laws, including rules of common law, principles of equity, statutes, regulations, proclamations, ordinances, bylaws, rules, statutory rules of an industry body, statutory and mandatory codes or guidelines or the like, writs, orders, injunctions, judgments and generally accepted accounting principles applicable from time to time.
“Area of Operation” means the area within the United Kingdom and as provided at www.olaride.uk where the Driver may accept Rides.
“Booking Confirmation” means the booking confirmation provided by Ola to Customers upon acceptance of a Transport Services Request.
“Booking Services” shall mean such services provided by Ola which allows Customers to select and book Rides.
“Booking Services Request” means a request placed by the Customer on the Customer App to book a Vehicle for a Ride (in order to access the Transport Services offered by Ola).
“Business Day” means any day excluding a Saturday, Sunday or banking/public holiday in the Area of Operation.
“Cancellation Fee” means the amount payable by the Customer as a result of the Customer cancellng a Ride in accordance with clause 1(C)(iii), notified to the Customer via the Customer App.
“Confidential information” means any information (whether or not in material form, whether in writing or orally, and whether or not disclosed before or after the commencement of this Agreement) of whatever kind belong to Ola or its Affiliates or third party licensors and disclosed or revealed by or on behalf of Ola (or accessed by the Driver) under or in relation to this Agreement that is marked as confidential, is by its nature confidential, or which the Driver ought reasonably to know is confidential, including the information about Customers (including personal data), phone numbers, market information, the contents of Ola Services including the Driver App (including all text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code) and the terms of this Agreement, but does not include any information that: (a) is published or has otherwise entered the public domain without a breach of this Agreement; (b) is obtained from a third party who has no obligation of confidentiality to Ola or its affiliates or third party licensors; or (c) is independently developed without breach of this Agreement.
“Customer” means a person who is a registered user of the Customer App and who places a Booking Services Request on the Customer App.
“Customer App” shall mean the mobile application provided to Customers and updated by Ola from time to time.
“Driver” has the meaning given in the “Parties” section on the front page of this Agreement.
“Driver App” means the electronic interface where the Account is accessible to the Driver, login credentials (user ID and password) for which will be provided by Ola or its Affiliates to the Driver.
“Driver Content” has the meaning given in clause 10(D).
“Driver Fee” means the amount payable by Ola to the Driver for each Ride calculated in accordance with Exhibit C which shall be the Total Ride Fee minus the Ola Fee, taking into account (a) any Cancellation Fee; (b) any Additional Fee (including peak prices and/or tolls payable to third parties (if applicable)) specified on the Driver App; and/or (c) any Additional Costs claimed by the Driver which Ola decides to levy on the Customer, (each of (a), (b) and (c) (as applicable) being added or deducted to/from the Total Ride Fee subsequent to the deduction of the applicable Ola Fee).
“Driver Help Centre Number” means +44 203 9720800 or such other number as Ola may post in the Driver App from time to time as the Driver Help Centre Number.
“FCA” has the meaning given to that term in clause 3(G).
“HMRC” has the meaning given to that term in clause 12(B).
“Information” means the Registration Data and all other details provided by the Driver under this Agreement (whether before, during or after the Driver’s registration on the Driver App and successful creation of the Account).
“Intellectual Property Rights” means all right, title and interest (whether legal, equitable or otherwise) in and to copyright, rights in databases, patents, trademarks, service marks, design rights, get-up, logos, rights in goodwill, compilations, inventions, know-how, confidential information, trade secrets, trade names, business names, domain names and semi-conductor topography rights (and including future and contingent rights, rights to claim damages for prior infringement and other accrued rights of action, applications for registration of any of the foregoing and any rights to make such applications) together with any similar rights as may exist from time to time anywhere in the world.
“Ola” has the meaning given in the “Parties” section on the front page of this Agreement.
“Ola Fee” means the fee deducted by Ola for its provision of Booking Services and Transport Services to Customers, as notified to the Driver from time to time through the Driver App, and as further set out in Exhibit C.
“Ola IP” has the meaning given in clause 10(A).
“Ola Services” means the electronic services rendered via a digital technology platform that inter alia enables the Drivers, as agents for Ola, to contract with Customers for Transport Services; such Ola Services include access to the Driver App and related programs, software, mobile applications owned (or licensed to and controlled) by Ola or its Affiliates, and other URLs as may be specified by Ola or its Affiliates from time to time.
“Partner Care Number” means +44 203 972 0800 or such other number as Ola may post on its website from time to time as the Partner Care Number.
“Party” and “Parties” have the meaning given in the “Parties” section on the front page of this Agreement. “Portal” means the combination of the Customer App and the Driver App.
“Privacy Policy” means Ola’s then current privacy policy available at the Portal and/or the Ola website, as amended from time to time in accordance with clause 9.
“Registration Data” has the meaning given in clause 2(A)(i).
“Regulatory Requirements” has the meaning given in Clause 3(B) and as further set out in Exhibit D.
“Ride” has the meaning given in clause 1(B).
“Selfie Authentication” means the biometric authentication for Drivers, that confirms the Drivers’ identity either through automated adjudication, using face recognition technology or through manual verification.
“Services” means the Booking Services, Ola Services and the Transport Services provided by Ola.
“Total Ride Fee” means the fare charged to the Customer for the Ride.
“Transport Services” means the transportation services provided by Ola to Customers via Rides.
“Transport Services Request” has the meaning given in clause 2(C)(i).
“UK VAT” has the meaning given to that term in clause 6(B).
“VAT” has the meaning given to that term in clause 6(B).
“Vehicles” shall mean either a private hire vehicle or a hackney carriage vehicle owned or obtained on lease by a Driver that meets the requirements in Exhibit B and D which is used by the Driver to provide Transport Services directly to the Customers.
INTERPRETATION
In this Agreement, unless otherwise stated:
headings are for convenience only and do not affect the interpretation of this Agreement;
the singular includes the plural and vice versa;
words that are gender-neutral or gender specific include all genders;
where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings;
the words ‘such as’, ‘for example’, ‘including’, ‘particularly’ and similar expressions are not used as, nor are intended to be, interpreted as words of limitation;
a reference to:
any legislation or to any section or provision of it includes all ordinances, by- laws, regulations, rules and other statutory instruments issued under it;
this Agreement or any other agreement, document or instrument (or a provision of the same) includes this Agreement or such other agreement, document or instrument as amended, novated, supplemented, varied or replaced from time to time;
a person includes an individual, partnership, joint venture, trust, corporation or any other entity or association whether or not it is incorporated or has a separate legal identity;
(a Party includes that Party’s executors, administrators, successors, and permitted substitutes and assigns, including any person taking by way of novation;
“pounds” or “£” is to the lawful currency of the United Kingdom;
anything (including a right, obligation or concept) includes each part of it; and
(vii) a clause, paragraph or section is a reference to a clause, paragraph or section of this Agreement;
in determining the time of day, the relevant time of day is the time in the Area of Operation;
if a period of time is calculated from a particular day, act or event (such as the giving of a notice), it is to be calculated exclusive of that day, or the day of that act or event; and
no rule of construction applies to the disadvantage of a Party because that Party was responsible for the preparation of this Agreement or any part of it.
EXHIBIT B
DETAILS OF THE VEHICLES AND THE DRIVER
For both PHVs and Hackney Carriages
Part I:
Details of Drivers(s):
1. Name
2. Phone Number
3. Vehicle registration number
4. City
5. Driver licence number
6. DVLA Check code
7. Driver address from DVLA DL
8. Date of Birth from DVLA DL
9. Private Hire Driver Licence Number/ Hackney Carriage Driver Licence Number
10. DVLA DL validity date for both PHVs and Hackney Carriage
11. PHDL validity date/ Hackney Carriage licence validity date
12. Post code as mentioned in PHDL
13. Declaration or VAT number (if income is greater than UK VAT threshold) & Address
14. Bank Account Details: Bank Account Number & Sort Code
15. National Insurance Number 16. Other information as reasonably required by Ola
Part II:
Details of Vehicle(s):
1. Vehicle Registration number
2. Vehicle manufacturer / manufacturing date
3. Vehicle make/model/ colour
4. Vehicle Keeper’s Slip – Expiry date
5. Vehicle Fuel type
6. Vehicle logbook – Registered Keeper’s name
7. CO2/ Kg from logbook
8. 3rd party Car rental company names, if applicable
9. Private Hire Vehicle Licence Number/ Hackney Carriage Vehicle Licence Number
10. Private Hire Vehicle Licence validity date/ Hackney Carriage Vehicle validity date
11. Insurance validity date
12. Vehicle Insurance Policy issuer name
13. Vehicle Insurance Policy number
14. MOT Issue date
15. MOT Expiry Date
16. Other information as reasonably required by Ola
Part III:
Documents to be provided pertaining to the Driver & Vehicle:
DVLA Driving Licence
Private Hire Driver Licence / Hackney Carriage Driver licence
Private Hire Driver Badge / Hackney Carriage Driver Badge
DVLA Check code
Driver photo
Private Hire Vehicle Licence/ Hackney Carriage vehicle licence
V5C vehicle logbook (containing owner and vehicle details) or New Keeper Slip along with Permission letters / Self declarations as needed.
Vehicle Insurance certificate along with Hire Agreement/ Permission Letter/ Vehicle Schedule
MOT certificate
Other documentation as reasonably required by Ola
NOTES:
Complete details are available on the Ola registration page at Olaride.uk. Any of the above documents may be waived by Ola at its sole discretion.
EXHIBIT C
COMMERCIAL TERMS
Key Terms:
Drivers are paid Driver Fees for Rides. Driver Fees are calculated by deducting the Ola Fee (as determined by Ola from time to time) in respect of every Ride from each Total Ride Fee. Such Ola Fee shall be deducted from the Total Ride Fee prior to any other applicable deductions. The remaining amount (being the Driver Fee) is remitted to the Driver’s designated bank account.
Any changes to the Ola Fee shall be communicated to Drivers in advance to their registered email address.
The Driver authorises Ola to remit its Driver Fee arising out of the Transport Services provided by the Driver to the Customer. The remittance shall be made on every banking day.
All payments due to the Driver will be made by electronic funds transfer (EFT) to the nominated bank account of the Driver.
The Driver may also charge Ola any Additional Fees incurred in connection with the Transport Services and where such Additional Fees are payable, Ola shall remit these amounts to the Driver.
Once the Driver confirms and corroborates that it is VAT registered, Ola will generate an invoice on behalf of the Driver in accordance with applicable VAT regulations. Any VAT liability (including interest and penalty) on the Transport Service or on the relevant Ola Fee under reverse charge arising due to any false information and documents provided by the Driver shall be the sole responsibility of the Driver and Ola shall not be liable for the same under any circumstances.
The Driver further acknowledges and agrees that the Driver is responsible for taxes on their own income arising from the performance of the Transport Services. Notwithstanding anything to the contrary in this Agreement, Ola, based on applicable tax and regulatory considerations, may collect and remit taxes resulting from the Driver’s provision of Transport Services and/or provide any of the relevant tax information Driver has provided pursuant to the applicable governmental tax authorities on Customer’s and/or the applicable Driver’s behalf or otherwise.
In accordance with the terms set out in this Agreement, the Driver agrees that Ola can deduct from amounts payable to the Driver the following:
the applicable Ola Fee;
any background verification cost, and vehicle inspection costs;
any tax and/or other amounts which Ola is required to deduct or withhold under Applicable Law;
any amounts due and payable by the Driver to Ola under Applicable Law or otherwise in accordance with this Agreement; and
any amounts due to any third party as expressly instructed by the Driver.
Discounts given to Customers (if any) will be decided by Ola on a case-to-case basis which will be informed to the Driver by Ola.
Without limiting clause 17, Ola reserves the right to change the Driver Fee rates and payment terms between the Driver and Ola stated in this Exhibit C and the same will be communicated to the Driver, from time to time. Where the Driver does not consent to or agree with such changes, he may contact Ola with objections and Ola shall engage with the Driver for an amicable solution.
Notwithstanding anything contained in this Agreement, where Ola has reason to believe that any charges/debits in respect of the Total Ride Fee (in whole or in part) have been fraudulently incurred (a “Suspect Charge”), Ola will be entitled to deduct an amount equal to the Suspect Charge from the Driver Fee (or in the event of insufficient Driver Fee, the Driver will pay the Suspect Charge to Ola on demand).
Pursuant to any settlement that the Driver is required to make with Ola under the terms of this Agreement whether for a breach of this Agreement or otherwise (“Settlement”), Ola will send a report of the Settlement to the Driver giving details of the amounts and reasons thereof. The Driver must make payment of the amounts mentioned in the Settlement to Ola within 7 days from the date of issue of such Settlement details. If the Driver fails or refuses to make payment in respect of such Settlement within this period, Ola will have the right, without any reference to the Driver, to deduct the amounts mentioned in the Settlement details from the Driver Fee. If the Driver Fee are insufficient to meet the Settlement amount, then the balance will be payable by the Driver on demand.
EXHIBIT D
REGULATORY REQUIREMENTS
1. It is the Driver’s obligation to ensure that at all times they are aware of, and comply with, all of the relevant Regulatory Requirements applicable to them in their Area of Operation.
2. “Regulatory Requirements” includes any relevant guidance published by the licensing authority in the Driver’s relevant Area of Operation which may be in force from time to time (for example, in London, the “Private Hire Vehicle Driver’s Handbook”, published by Transport for London).
3. In light of the above, the Driver:
must not, at any time, behave in an anti-social manner, leave litter in the street or on the road, go to the toilet in a public place or leave the Vehicle’s engine running;
must not, at any time, use a Customer’s personal contact details to start communicating with them about anything other than the Transport Services;
must not, at any time, make comments or jokes about someone’s age, race, religion, disability, sexual orientation or gender identity while providing a Ride;
must not, at any time, other than in an emergency, get into the back seat of the Vehicle while they have passengers on board;
must not, at any time, engage in any type of sexual behaviour with a passenger, even if the passenger consents to such behaviour;
must make sure their Vehicle is clean and well-maintained to the required standard (including making sure that windscreens and windows are kept clean and free from obstructions to vision, and not loading the Vehicle above the manufacturer’s maximum specified weight);
must immediately notify Ola of any lost property which is left in their Vehicle after a Ride and return it to Ola. The Driver should refer to Ola’s lost and found policy, and should contact Ola in case of any queries;
must not, at any time, look at or speak to a passenger in a way that makes them feel uncomfortable. A Driver’s behaviour with all passengers, including children and adults at risk, must be appropriate and professional at all times;