WeMove Solutions Ltd (“DrivenConnect”) Operator Terms and Conditions Dated April 2024 Version 1

THESE ARE THE LEGAL TERMS AND CONDITIONS WHICH APPLY TO THE SERVICES YOU PROVIDE TO WEMOVE SOLUTIONS LTD, A COMPANY INCORPORATED IN ENGLAND AND WALES, COMPANY NUMBER 10048340, WITH ITS REGISTERED OFFICE AT 5 ALBERT ROAD, SOUTHSEA, PORTSMOUTH, PO52SE

THE OPERATOR IS REQUIRED TO PLEASE READ THESE TERMS CAREFULLY. IF THE OPERATOR CLICKS ON THE ‘Confirm Booking’ BUTTON, THE OPERATOR AGREES TO AND ACCEPT THE TERMS OF THIS AGREEMENT AND THE TERMS AND CONDITIONS PROVIDED IN THE AGREEMENT WILL BE LEGALLY BINDING ON THE OPERATOR.

IF THE OPERATOR DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, THE OPERATOR SHALL CLICK ON THE ‘REJECT’ BUTTON AND SHALL NOT BE ENTITLED TO PROVIDE SERVICES TO DrivenConnect.

Definitions and interpretation

1.1 In these Conditions the following definitions apply:

Affiliate means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity;

Agreement means the agreement between the Operator and DrivenConnect for the sale and purchase of Services incorporating these Conditions (including all its schedule and attachments), the Contract Page and any Orders.

Applicable Law means:
(a) any law, statute, regulation, by-law or subordinate legislation in force from time to time to which a party is subject and/or in any jurisdiction that the Services are provided to or in respect of;
(b) the common law and laws of equity as applicable to the parties from time to time;
(c) any binding court order, judgement or decree;
(d) any applicable industry code, codes or practice, policy or standard; or
(e) any applicable direction, policy, rule or order that is binding on a party and that is made or given by any regulatory body having jurisdiction over a party or any of that party’s assets, resources or business;

Booking Confirmation means the confirmation sent by DrivenConnect to the Operator in respect of an Order;

Bribery Laws means the Bribery Act 2010 and all Applicable Laws in connection with anti- bribery or anti-corruption;

Business Day means a day other than a Saturday, Sunday or bank or public holiday;

DrivenConnect Customer means DrivenConnect and/or the customer of DrivenConnect (and their nominated passengers) (as the context so requires) which receives taxi/coach/transport services to a designated location;

Conditions means DrivenConnect’s terms and conditions of purchase and schedules as set out in this document;

Confidential Information means any commercial, financial or technical information, information relating to the Services, plans, know-how or trade secrets which is obviously confidential in nature or has been identified as confidential, or which is developed by a party in performing its obligations under, or otherwise pursuant to the Agreement;

Contracts Page means the page of the DrivenConnect website entitled “Compliance and contract” which contains the specific and particular details of the Operator as referenced to in these Conditions;

Control has the meaning given to it in section 1124 of the Corporation Tax Act 2010 and Controls, Controlled and under common Control shall be construed accordingly;

DrivenConnect means WeMove Solutions Ltd, a company incorporated in England and Wales, company number 10048340, with its registered office at 5 Albert Road, Southsea, Hampshire, United Kingdom, PO5 2SE

DrivenConnect Website means the website of DrivenConnect operated by DrivenConnect;

Data Protection Laws means any applicable law relating to the processing, privacy and/or use of Personal Data, as applicable to either party or the Services, including:
(a) the GDPR;
(b) the Data Protection Act 2018;
(c) any laws which implement any such laws; and
(d) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing.

Driver means any individual or number of Individuals driving a Vehicle used in respect of any Transport Journey (or part thereof);

Force Majeure means an event or sequence of events beyond a party’s reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under the Agreement including an act of God, fire, flood, lightning, earthquake or other natural disaster; war, riot or civil unrest; interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service; or material required for performance of the Agreement; strike, lockout or boycott or other industrial action except strikes or other industrial disputes involving the Operator’s or its Operators’ workforce;

Good Industry Practice means the exercise of that degree of professionalism, skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person or company engaged in the same type of activity under the same or similar circumstances; Good Industry Practice is not intended to be limited to the optimum practices, methods or acts to the exclusion of all others, but rather to be a spectrum of good and proper practices, methods and acts;

GDPR means the General Data Protection Regulation, Regulation (EU) 2016/679;

Location means the address or addresses for performance of the Services as set out in the Order;

Modern Slavery Laws means the Modern Slavery Act 2015 and any Applicable Laws in any other relevant jurisdiction in relation to offences of human trafficking, slavery, servitude and forced or compulsory labour;

Order means an order by DrivenConnect via the DrivenConnect Website for the Services from the Operator ( and any amendments or clarifications to the same) as made by the Parties in accordance with the Agreement;

Price has the meaning given in clause 5.1;

Pick Up Point means the location at which the Services are to be supplied being the location where the relevant Vehicle is required at the start of a Transport Journey as set out in a Order;

Pick Up Time the time at which the Transport Journey is to commence;

Quote means the Quote for Services which is provided by the Operator pursuant to and in accordance with Schedule 1;

Restricted Period means the Term and a period of six months thereafter;

Services means the Services set out in Schedule 1 which are ordered by DrivenConnect as set out in the Order and to be performed by the Operator for DrivenConnect in accordance with the Agreement;

Operator means the Operator who has agreed to perform the Services to DrivenConnect, with whom the Agreement is made with DrivenConnect by signifying their acceptance to the same as part of Operator onboarding onto the DrivenConnect Website, and whose details are set out in the Contracts Page;

Operator Equipment means any equipment necessary for the performance of the Services by the Operator including but not limited to the Vehicle;

Operator Personnel means all employees, officers, staff, other workers, agents and consultants of the Operator, its Affiliates as are engaged in the performance of the Services from time to time;

Transport Journey means that part of the Services whereby the Operator shall provide transport for DrivenConnect as set out in an Order;

Vehicle means the vehicle utilised by the Operator for the provision of the Services

1.2 In these Conditions, unless the context requires otherwise:

1.2.1 a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;

1.2.2 a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;

1.2.3 a reference to a gender includes each other gender;

1.2.4 words in the singular include the plural and vice versa;

1.2.5 any words that follow 'include‘, 'includes‘, 'including', ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;

1.2.6 the table of contents, background section and any clause, schedule or other headings in the Agreement are included for convenience only and shall have no effect on the interpretation of the Agreement; and

1.2.7 a reference to any legislation or legislative provision is a reference to it as in force as at the date of the Agreement and amended, extended, re-enacted or consolidated from time to time.

2 Agreement and Application of these conditions

2.1 DrivenConnect belongs to a group of companies which conducts the business of the provision of managed pre-planned and on-demand ground transportation as described herein.

2.2 The Operator provides ground transport passenger services.

2.3 DrivenConnect wish to obtain and the Operator wishes to provide ground transport passenger services to DrivenConnect as more particularly described in the Agreement.

2.4 The Operator shall supply such services to DrivenConnect, and DrivenConnect shall receive such services, in accordance with the Agreement.

2.5 In the event of any conflict or inconsistency between different parts of the Agreement, the following descending order of priority applies:

2.5.1 these Conditions;

2.5.2 the Contracts Page; and

2.5.3 the Order.

2.6 Subject to the above order of priority between documents, later versions of the above referenced documents (as published on the DrivenConnect Website) shall prevail over earlier ones if there is any conflict or inconsistency between them.

2.7 No terms or conditions endorsed on, delivered with, or contained in the Operator’s quotation, sales conditions, confirmation of order, specification or other document shall form part of the Agreement

3 Orders

3.1 Each Order shall be subject to the Agreement including these Conditions.

3.2 The process for an Order is set out in Schedule 1;

3.3 Each Order shall form part of and be interpreted in accordance with the provisions of the Agreement.

4 Obligations

4.1 The Operator agrees to supply, and DrivenConnect agrees to purchase services on the terms set out in the Agreement and the Orders.

4.2 The Operator shall, and shall procure that the Operator Personnel shall at all times and in all respects:

4.2.1 perform the Services in accordance with the terms of each of the Orders and the Agreement

4.2.2 co-operate with DrivenConnect in all matters arising under the Agreement or otherwise relating to the performance of the Service

4.2.3 provide all information, documents, materials, data or other items necessary for the provision of the Services to DrivenConnect in a timely manner;

4.2.4 inform DrivenConnect in a timely manner of any matters (including any health, safety or security requirements) which may affect the provision of the Services or the performance of any Order and provide activity reports on request;

4.2.5 provide the Operator Equipment and shall ensure that all Operator Equipment is in good condition and in good working order;

4.2.6 not knowingly act in any way that is averse to or is reasonably likely to adversely affect the reputation of DrivenConnect or any Affiliate;

4.2.7 perform the Services in accordance with Good Industry Practice;

4.2.8 at all times treat (or shall procure the treatment of at all times) all DrivenConnect Customers with the courtesy and care and in a professional manner expected in accordance with Good Industry Practice; and

4.2.9 obtain and maintain all necessary licences, permits and consents required to enable it to perform the Services and otherwise comply with its obligations under the Agreement.

4.3 The Operator shall ensure that it has sufficient, suitable, experienced and appropriately qualified Operator Personnel to perform the Agreement.

4.4 The Operator warrants and undertakes that, unless otherwise agreed by DrivenConnect in accordance with clause 24, all Drivers and other Operator Personnel, shall be employed by the Operator and/or an agency worker of the Operator and, in each and every case, under the direct control of the Operator.

4.5 The Operator warrants and undertakes that, and shall ensure that, for the duration of the Agreement, itself and its Drivers:

4.5.1 are able to work legally in the jurisdictions it is providing the Services;

4.5.2 have held a full driving licence in the territory in which if performs the Services;

4.5.3 are fully licensed to provide the Services in accordance with Applicable Laws and the Vehicles used are licensed in the same manner;

4.5.4 comply with its employment and Social Security obligations;

4.5.5 hold and maintain those insurances they are required to hold and maintain by Applicable Laws and Good Industry Practice, and any as may be stipulated by DrivenConnect ; and

4.5.6 are both experienced and appropriately qualified .

4.6 The Operator warrants and undertakes that, and shall ensure that, any Vehicle used for the provision of the Services (including the Vehicles of its Drivers):

4.6.1 shall be road taxed in accordance with Applicable Laws;

4.6.2 shall be repaired and in roadworthy condition including holding a valid and in date test certificate in respect of its conditions if required under Applicable Laws ;

4.6.3 shall have the necessary permits and insurance, and shall be up to date with all periodical technical inspections required by Applicable Law;

4.6.4 shall be in perfect mechanical condition and shall comply with all safety checks required by the manufacturer and it shall have the active and passive safety equipment required by Applicable Law.

4.7 The Operator warrants and undertakes that, and shall ensure that, for the duration of the Agreement, itself, the Operator Personnel and the Drivers shall comply with Applicable Laws. In particular, but not limited thereto, it is required to have the administrative licenses and permits necessary to perform the Services, to comply with Applicable Laws regarding seat belts and baby seats and to comply with Applicable Laws with regards to the driving hours of the Drivers.

5 Price

The price for the Services which comprise an Order shall be determined by Schedule 2 to these Conditions (Price and Payment Terms and Conditions).

6 Payment

6.1 The terms and conditions in respect of provision of invoices and payment of the same shall be as set out in Schedule 2 to these Conditions (Price and Payment Terms and Conditions) .

6.2 The Operator shall send the invoice for its Services to the address stipulated by DrivenConnect.

6.3 In the event the Operator wishes to change bank or company details, the Operator shall notify DrivenConnect at least 14 calendar days in advance. A formal letter from the bank will need to be given to DrivenConnect as a proof of the changes to avoid any fraudulent payment. The bank account holder must be the same person/company that appears as a part of this Agreement.

7 Performance

7.1 The Operator will provide the Services as set out in Schedule 1, and the Services shall be performed by the Operator as specified in the Order.

7.2 The Operator shall comply with all lawful and reasonable directions regarding the Services communicated to it from time to time.

7.3 If the Operator fails to perform any of the Services by the date and time specified in the Order, DrivenConnect shall (without prejudice to its other rights and remedies) be entitled at DrivenConnect’s sole discretion:

7.3.1 to terminate the Agreement in whole or in part; and/or

7.3.2 to refuse to accept the performance of any more Services under the Agreement.

7.4 Pursuant to the provisions of Clause 15 (Confidentiality) and Schedule 3 (Data Protection), any Confidential Information and/or Personal Data shall only be used by the Operator for the purpose of providing the Services in accordance with the Agreement and shall not be used for any other purpose, including but limited to using such to solicit, entice or induce a DrivenConnect Customer for its own business interests.

8 Audit and Documentation

8.1 The Operator shall allow DrivenConnect and/or its agents to access, inspect and audit the Operator’s records, and other relevant information and premises (including the making and removal of copy documents) to the extent this is reasonably required for the purpose of verifying the Operator’s compliance with its obligations under the Agreement.

8.2 Upon request from DrivenConnect, the Operator shall, within 5 (five) Business Days provide to DrivenConnect, copies of any documentation to the extent this is reasonably required for the purpose of verifying the Operator’s compliance with its obligations under the Agreement, including but not limited to tachographs and work records.

9 Warranty

9.1 The Operator warrants and represents that it shall ensure the Agreement is executed by a duly authorised signatory on behalf of Operator;

9.2 DrivenConnect’s rights under the Agreement are in addition to, and do not exclude or modify, the rights and remedies available to it under the Applicable Laws.

10 Anti-bribery

10.1 Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures (as defined by the Bribery Laws) to prevent bribery and shall ensure that all of that party’s personnel, all others associated with that party, and all of that party’s subcontractor involved in performing the Agreement so comply. The Operator shall also comply with any policy on anti-bribery which is provided to it by DrivenConnect.

10.2 Without limitation to clause 10.1, neither party shall make or receive any bribe (as defined in the Bribery Laws) or other improper payment, or allow any such to be made or received on its behalf, or shall bribe any Foreign Public Official, intending to influence that Foreign Public Official in their capacity as a Foreign Public Official and obtain or retain business or an advantage in the conduct of business , and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.

10.3 The Operator shall immediately notify DrivenConnect as soon as it becomes aware of a breach or possible breach by the Operator of any of the requirements in this clause 10.

11 Anti-slavery

11.1 The Operator undertakes, warrants and represents that neither the Operator nor any of its officers, employees or subcontractors has committed an offence under applicable Modern Slavery Laws or is aware of any circumstances within its supply chain that could give rise to an offence under applicable Modern Slavery Laws.

11.2 The Operator shall comply with the applicable Modern Slavery Laws and DrivenConnect’s anti-slavery and human trafficking policy in force and notified to the Operator from time to time.

11.3 The Suppler undertakes and confirms that it has implemented due diligence procedures to ensure compliance with the applicable Modern Slavery Laws in its business and supply chain Agreement.

11.4 The Operator shall notify DrivenConnect immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents or subcontractors have breached this clause 11.

12 Anti-tax evasion facilitation

12.1 The Operator shall ensure that it (and any persons associated with the Operator and involved in performing services in connection with the Agreement), shall not by any act or omission commit, or cause DrivenConnect to commit, a UK tax evasion offence, a foreign tax evasion offence or a corporate failure to prevent offence under the Criminal Finances Act 2017 Agreement. Without prejudice to the foregoing, the Operator shall adhere to Applicable Laws concerning tax evasion.

12.2 The Operator shall, pay, in full and in a timely manner, all taxes due and payable relating to all monies, remuneration, profit and value received or payable by the Operator in connection with the performance of the Services.

12.3 The Operator warrants and represents that neither itself (nor any persons associated with the Operator and involved in performing services in connection with the Agreement) have:

12.3.1 been investigated in connection with, or charged with having committed or facilitated the commission of any UK tax evasion offence or any foreign tax evasion offence; or

12.3.2 received any court orders, warrants, oral or written notices from a government prosecuting authority concerning any actual or alleged violation by it of any UK tax evasion offence or any foreign tax evasion offence.

12.4 The Operator shall immediately notify DrivenConnect as soon as it becomes aware of any allegation, investigation, evidence or report relating to a breach or possible breach of any of the requirements in this clause 12.

12.5 Any breach of this clause 12 by the Operator shall be deemed a material breach of the Agreement that is not remediable and entitle DrivenConnect to immediately terminate the Agreement by notice under clause 19.2.1.

13 Indemnity and insurance

The Operator shall indemnify, and keep indemnified, DrivenConnect and its Affiliates from and against any losses, damages, liability, costs (including legal fees) and expenses which DrivenConnect and/or its Affiliates may suffer or incur directly or indirectly as a result of (i) any direct or indirect breach of the Agreement, (ii) any claim made against DrivenConnect, or WeMove Solutions Ltd, or their Affiliates, in respect of any losses, damages, liability, costs and expenses sustained by any third party (including but not limited to any WeMove Solutions Ltd Customer) to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the Services or from a direct or indirect breach of the Agreement, or negligent performance or failure or delay in performance of the Agreement by the Operator.

14 Limitation of liability

14.1 The extent of the parties’ liability under or in connection with the Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 14.

14.2 Subject to Clause 14.5 the total liability of DrivenConnect for any claim, howsoever arising under or in connection with the Agreement, shall not exceed a sum equal to the total amount of the charges paid or payable by DrivenConnect in respect of the Services in the 12 calendar months immediately preceding the event giving rise to the claim upon which liability is based, and the aggregate and total liability of DrivenConnect howsoever arising under or in connection with the Agreement, shall not exceed the total sum of £10,000 (ten thousand pounds sterling).

14.3 Subject to Clause 14.5 and Clause 14.6, the total liability of the Operator howsoever arising under or in connection with the Agreement, shall not exceed the total sum of £5,000,000 (five million pounds sterling).

14.4 DrivenConnect shall not be liable for any consequential indirect or special losses or, any loss of profit, loss of corruption to data, loss of use, loss of production, loss of contract, loss of opportunity, loss of savings, harm to reputation (in each case whether direct or indirect).

14.5 Notwithstanding any other provision of the Agreement, the liability of the parties shall not be limited in any way in respect of the following:

14.5.1 death or personal injury caused by negligence;

14.5.2 fraud or fraudulent misrepresentation;

14.5.3 any other losses which cannot be excluded or limited by Applicable Law; or

14.5.4 any losses caused by wilful misconduct.

14.6 Nothing in this Agreement excludes or limits the liability of either Party for any amount in respect of:

14.6.1 the indemnities given pursuant to Clause 13 and paragraph 1.5 of Schedule 3; or

14.6.2 any breach of any regulatory requirement or Applicable Law by the Operator which directly or indirectly results in the imposition of any fine or sanction on DrivenConnect or WeMove Solutions Ltd otherwise incurring any liability.

15 Confidentiality and announcements

15.1 The Operator shall keep confidential all Confidential Information of DrivenConnect and of any Affiliate of DrivenConnect.

15.2 The Operator shall only use this Confidential Information for the purposes of the provision of the Services to DrivenConnect and shall not use the Confidential Information for any other purpose, including but limited to using such Confidential Information to solicit, entice or induce a DrivenConnect Customer for its own business interests.

15.3 The provisions of this clause shall not apply to:

15.3.1 subject to clause 15.6, any information which was in the public domain at the date of the Agreement;

15.3.2 subject to clause 15.6, any information which comes into the public domain subsequently other than as a consequence of any breach of the Agreement or any related agreement;

15.3.3 subject to clause 15.6, any information which is independently developed by the Operator without using information supplied by DrivenConnect or by any Affiliate of DrivenConnect; or

15.3.4 any disclosure required by law or a regulatory authority or otherwise by the provisions of the Agreement.

15.4 This clause shall remain in force for a period of five years from the date of the Agreement and, if the Term of the Agreement is longer than 5 years, this clause shall remain in force for a period of five years after termination of the Agreement.

15.5 Subject to clause 15.6, the Operator shall not make any public announcement or disclose any information regarding the Agreement, except to the extent required by law or regulatory authority.

15.6 To the extent any Confidential Information is Customer Personal Data, such Confidential Information may be disclosed or used only to the extent such disclosure or use is in compliance with and does not conflict with the provisions of clause 16.

16 Intellectual Property

The Operator acknowledges and agrees that DrivenConnect and WeMove Solutions Ltd enjoy exclusive ownership of their respective brand names. The Operator also recognizes that it will not acquire any rights of the same by reason of the Agreement, and that it may not in any case use the aforementioned names or logos without the prior consent of DrivenConnect.

17 Processing of personal data

Each party agrees that, in the performance of their respective obligations under the Agreement, it shall comply with the provisions of Schedule 2.

18 Force majeure

18.1 A party shall not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it:

18.1.1 promptly notifies the other of the Force Majeure event and its expected duration; and

18.1.2 uses best endeavours to minimise the effects of that event.

18.2 If, due to Force Majeure, a party:

18.2.1 is or shall be unable to perform a material obligation; or

18.2.2 is delayed in or prevented from performing its obligations for a continuous period exceeding 14 days or a total of more than 30 days in any consecutive period of 60 days
the other party may, within 30 days, terminate the Agreement on immediate notice.

19 Termination

19.1 A party may terminate the Agreement by giving the other Party not less than 90 days’ notice in writing.

19.2 DrivenConnect may terminate the Agreement or any other contract which it has with the Operator at any time by giving notice in writing to the Operator if:

19.2.1 the Operator commits a material breach of the Agreement, and such breach is not remediable;

19.2.2 the Operator commits a material breach of the Agreement which is not remedied within 14 days of receiving written notice of such breach;

19.2.3 the Operator has failed to pay any amount due under the Agreement on the due date and such amount remains unpaid within 30 days after DrivenConnect has given notification that the payment is overdue; or

19.2.4 any consent, licence or authorisation held by the Operator is revoked or modified such that the Operator is no longer able to comply with its obligations under the Agreement or receive any benefit to which it is entitled.

19.3 DrivenConnect may terminate the Agreement at any time by giving notice in writing to the Operator if the Operator ceases to carry on business or is declared bankrupt or, if the Operator is a company, goes into liquidation (except for the purposes of solvent amalgamation or reconstruction), administration or receivership, or otherwise becomes insolvent.

19.4 DrivenConnect may terminate the Agreement any time by giving not less than 30 days’ notice in writing to the Operator if the Operator undergoes a change of Control.

19.5 If the Operator becomes aware that any event has occurred, or circumstances exist, which may entitle DrivenConnect to terminate the Agreement under this clause 19, it shall immediately notify DrivenConnect in writing.

19.6 On termination of the Agreement for any reason:

19.6.1 the Operator shall immediately stop the performance of all Services unless expressly requested otherwise in relation to all or part of the Services by DrivenConnect in writing;

19.6.2 the Operator shall promptly invoice DrivenConnect for all Services performed but not yet invoiced and DrivenConnect shall pay such invoice in accordance with Clause 6 (Payment);

19.6.3 the Parties shall within five Business Days return any materials of the other Party then in its possession or control; and

19.6.4 all rights granted to the Operator under the Agreement or any Order shall immediately cease.

19.7 Termination or expiry of the Agreement shall not affect any accrued rights and liabilities of DrivenConnect at any time up to the date of termination.

20 Notices

20.1 Notices may be given, and are deemed received:

20.1.1 by hand: on receipt of a signature at the time of delivery;

20.1.2 by UK post to the registered office of a party: at 9.00 am on the second Business Day after posting; or

20.1.3 by email: to info@wemove.io on receipt of a delivery receipt email from the correct address

20.2 This clause does not apply to notices given in legal proceedings or arbitration.

21 Cumulative remedies

The rights and remedies provided in the Agreement for DrivenConnect only are cumulative and not exclusive of any rights and remedies provided by law.

22 Further assurance

The Operator shall, at the request of DrivenConnect and at the Operator’s own cost, do all acts and execute all documents which are necessary to give full effect to the Agreement.

23 Entire agreement

23.1 The parties agree that the Agreement and any documents entered into pursuant to it, constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.

23.2 Each party acknowledges that it has not entered into the Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Agreement. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Agreement.

23.3 Nothing in these Conditions purports to limit or exclude any liability for fraud.

24 Variation

No variation of the Agreement shall be valid or effective unless it is in writing, refers to the Agreement and these Conditions and is duly signed or executed by, or on behalf of, each party.

25 Assignment

25.1 The Operator may not assign, subcontract or encumber any right or obligation under the Agreement, in whole or in part, without DrivenConnect’s prior written consent.

25.2 Notwithstanding clause 25.1, the Operator may perform any of its obligations and exercise any of its rights granted under the Agreement through any Affiliate provided that it gives DrivenConnect prior written notice of such subcontracting or assignment including the identity of the relevant Affiliate. The Operator acknowledges and agrees that any act or omission of its Affiliate in relation to the Operator’s rights or obligations under the Agreement shall be deemed to be an act or omission of the Operator itself.

26 Set off

26.1 DrivenConnect and/or WeMove Solutions Ltd shall be entitled to set-off under the Agreement any liability which it has, or any sums which it owes to the Operator, under the Agreement.

26.2 The Operator shall pay all sums that it owes to DrivenConnect under the Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

27 No Operatorship or agency

Nothing in the Agreement constitutes, or shall be deemed to constitute, an Operatorship between the parties nor make any party the agent of another party.

28 Equitable relief

The Operator recognises that any breach or threatened breach of the Agreement may cause DrivenConnect irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to DrivenConnect, the Operator acknowledges and agrees that DrivenConnect is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

29 Severance

If any provision of the Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Agreement shall not be affected.

30 Waiver

No failure, delay or omission by DrivenConnect in exercising any right, power or remedy provided by law or under the Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

31 Third party rights

31.1 Except as expressly provided for in this clause, a person who is not a party to the Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Agreement.

31.2 Any Affiliate of DrivenConnect shall be entitled under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Agreement.

32 Dispute resolution

32.1 The parties shall use all reasonable endeavours to reach a negotiated resolution through the following procedure:

32.1.1 Within five Business Days of service of the notice, the contract managers of each of the parties shall meet to discuss the dispute and attempt to resolve it.

32.1.2 If the dispute has not been resolved within five Business Days of the first meeting of the contract managers, then the matter shall be referred to the director level management (or persons of equivalent seniority) of each of the parties. Those persons shall meet within ten Business Days to discuss the dispute and attempt to resolve it.

32.2 Until the parties have completed the steps referred to in clause 32.1, and have failed to resolve the dispute, neither party shall commence formal legal proceedings except that either party may at any time seek urgent interim relief from the courts.

33 Governing law

The Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

34 Jurisdiction

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Agreement, its subject matter or formation (including non-contractual disputes or claims).

SCHEDULE 1

SERVICES

1 Introduction

This Schedule 1 outlines the comprehensive passenger transport services to be provided by the Operator on behalf of DrivenConnect.

This Schedule 1 also sets out the process by which the Operator shall provide a quote to DrivenConnect in respect of an Order for the Services.

2 The Operator’s Role and Service Description

The Operator shall provide the Services as set out in the Agreement and, as set out in any Order issued pursuant to the Agreement and shall perform the Services in accordance with the requirements of the Agreement (including but not limited to as set out in this Schedule 1).

3 Processes

This paragraph 3 sets out the different processes an Order for Services can be created.

3.1 Quote for Services

Upon a request from DrivenConnect to the Operator via the DrivenConnect Website, the Operator shall provide a Quote for Services based on some or all of the information set out below.

The request for a Quote does not constitute an offer and DrivenConnect will not be committed to any course of action as a result of requesting the Quote.

• Departure Date
• Departure Time
• Destination
• Return Date
• Return Time
• Number of Passengers
• Intermediate Destinations
• Trip Type
• Standard or Executive Vehicle
• Any Additional Information likely to impact the cost or duration of the hire

It is the Operator’s responsibility to check all reservation details before agreeing to undertake the Service.

The Quote shall include all the information as requested by the DrivenConnect Website as it relates to the request for the Quote.

The Quote shall be provided within 2 (two) Business Days of request by DrivenConnect.

DrivenConnect may request quotes from other Operators.

A request for a Quote can be withdrawn by DrivenConnect at any time before acceptance of the Quote as set out above.

DrivenConnect may accept the Quote by directing the Operator to confirm the Quote via the DrivenConnect Website at which point the Quote and the details set out in the request for a Quote becomes an Order.

DrivenConnect will send a Booking Confirmation to the Operator.

DrivenConnect and the Operator may agree amendments to the Quote and Booking Confirmation, such amendments shall form part of the Order. Any answers to any clarification questions which amend the Order and are accepted by DrivenConnect, shall form part of the Order.

3.2 Take Booking Process

From time to time DrivenConnect may, on the DrivenConnect Website, advertise an opportunity for an Order to be accepted by the Operator (“Take Booking”).

The issue of a Take Booking Order will contain some or all of the following information:

• Pick Up Date
• Pick Up Time
• Destination
• Return Date
• Return Time
• Number of Passengers
• Intermediate Destinations
• Trip Reason
• Luggage Requirement
• Standard or Executive Vehicle
• Any Additional Information likely to impact the cost or duration of the hire.

It is the Operator’s responsibility to check all details before agreeing to undertake the Order

The advertisement for a Take Booking Order will contain the Price DrivenConnect will pay for the Services included in the Order.

Take Booking Order opportunities are secured on a first come first served basis and will be open to multiple Operators.

A Take Booking Order opportunity may be withdrawn and/or amended by DrivenConnect at any time before acceptance by the Operator.

The Operator may accept the Take Booking Order via the DrivenConnect at which point it and all the details therein becomes an Order. The Operator shall only accept a Take Booking Order on the basis that it can meet DrivenConnect’s requirements of the Order.

DrivenConnect will send a Booking Confirmation to the Operator in respect of the Order.

DrivenConnect and the Operator may agree amendments to the Quote and Booking Confirmation, such amendments shall form part of the Order. Any answers to any clarification questions which amend the Order and are accepted by DrivenConnect, shall form part of the Order.

4 Service Provision Requirements

4.1 General

When undertaking the Services, the Operator shall use best endeavours to comply with any request from DrivenConnect for any Driver specified by name, to undertake the transport Services contained in the Order.

The Operator shall be responsible for obtaining, holding and displaying as necessary the appropriate documentation relevant to the areas to be visited during a hire including any permits, tickets or visas that may be required by the Drivers.

Within 7 (seven) days before the Transport Journey, DrivenConnect shall send to the Operator the Booking Confirmation pertaining to the Order, which forms part of the Order. The Operator shall check all details in the Booking Confirmation prior to commencement of the Transport Journey. Should the Operator consider part of the Order for the Transport Journey to be a breach of any Applicable Law in respect of “ Drivers' Hours” they shall refer to DrivenConnect prior to the start of the hire, to discuss any necessary changes.

4.2 Vehicle Requirements

Unless otherwise agreed in writing by DrivenConnect, all Vehicles used for hires shall be owned by or leased to the Operator and under the direct control of the Operator.

At all times all Vehicles shall display current PCV licences and have valid MOT test certificates and all other documentation and facilities, as required by applicable national, local, trade and other laws.

All Vehicles shall include, where relevant, all advertised facilities set out in the DrivenConnect Website, including but not limited to, videos, public address system, fridge, microphone, toilets, washbasins, air conditioning, heating and drinks facilities.

The Operator shall be responsible for the maintenance and repair of any facilities in the Vehicle, in accordance with Good Industry Practice.

All Vehicles used by the Operator in an Order shall meet the minimum specification and include the facilities as detailed on the Order.

In the event a Vehicle fails to meet the requirements set out in the Agreement, DrivenConnect shall, at its discretion, require the Operator to provide a replacement Vehicle which meets the requirements. Without prejudice to the right to a replacement Vehicle or any other provision of this Agreement, DrivenConnect shall further be entitled to a reduction in the price otherwise payable for the hire(s) in question if the Vehicle which performed the hire(s) does not meet with the said minimum requirements.

All Vehicles used in the provision of the Services shall be in a clean and tidy condition at all times during the Transport Journey, in accordance with Good Industry Practice.

4.3 Driver Requirements

The Driver, where appropriate, shall be responsible for carrying appropriate funds and/or cards for the payment of parking fees, road tolls, and any other relevant costs ancillary to the provision of the Transport Journey which comprises the Services.

The Drivers shall not under any circumstances whatsoever, drink alcohol or take illegal substances during the performance of the Services. During any period before performance of the Services by the Driver, the Driver shall in no circumstances drink alcohol in a quantity that may impair their driving during the following period of performance of the Services. To ensure compliance with clause 4 of the Agreement, the Driver shall ensure that a sufficient period of time is allowed between the last alcoholic drink and the start of their performance of the Services.

The Operator shall be responsible for route-planning. The Operator shall ensure the Driver adheres to the Order before the start of Services and shall carry out or verify any required risk mitigation to ensure performance of the Services, as required by the Agreement.

All Drivers and other Operator Personnel undertaking the Services of the Transport Journey shall at all times be neatly and smartly dressed, polite and helpful towards the DrivenConnect Customer and passengers. In the event of any problems or disputes the Driver should remain neutral and report the matter to the Operator. In the case of a serious dispute or emergency, the Driver shall inform DrivenConnect without delay.
Drivers must respect all applicable rules and regulations concerning the use of mobile phones and only use a hands-free system where it is safe and legal to do so. Use of a handheld phone while driving is strictly prohibited, even where not expressly prohibited by law.

The Driver must nevertheless be contactable throughout a Transport Service. When it would be illegal or unsafe to answer a call, the Driver should return the missed call at the first available opportunity.

4.4 Time of Service

The Operator shall perform the Services in the time set out in the Order and, in respect of an Order for Services, shall arrive at the Pick Up Point no less than 15 (fifteen) minutes prior to the Pick Up Time.

The Operator shall advise DrivenConnect of any actual or anticipated delay in arrival at the Pick Up Point or during the Transport Journey, as soon as practically possible.

The Operator will be liable for any delays in starting the Services at the appointed time, for any non-performance caused by failure to appear in the agreed place and at the agreed time and, in general, for any other incident arising from the transport or from failure to comply with the terms of the Agreement.

4.5 Complaints

Complaints by DrivenConnect to the Operator

a) The Operator shall have a process in the case DrivenConnect wishes to make a complaint about the Service.

b) Upon receipt of a complaint from DrivenConnect, the Operator will promptly and within not more than 2 Business Days (i) send an email to DrivenConnect acknowledging receipt of the complaint and (ii) carry out a fair and thorough investigation.

c) The Operator shall provide DrivenConnect with a clear response to the complaint, addressing all material elements of the complaint and including evidence to support or defend the complaint, in a timely manner having regard to the nature, scale and complexity of the complaint and, in any event, within not more than 4 (four) business days from the date the Operator received the complaint from DrivenConnect.

d) When the complaint has been resolved to the satisfaction of DrivenConnect, the Operator will be notified of such and the complaint can be ‘closed’.

e) Where the complaint relates to a serious passenger safety issue, the Operator shall prioritise the complaint until such time as it is resolved to the satisfaction of DrivenConnect.

f) In the event of repeated claims or confirmation that the Operator has failed to provide a satisfactory solution to any processed claim, this will be regarded as a material breach of the Agreement and DrivenConnect shall be entitled to terminate the Agreement under Clause 19.2.

Complaints by DrivenConnect Customer to the Operator

In the event that during the performance of the Services, the Operator receives a complaint directly from the DrivenConnect Customer, the Operator shall deal sympathetically, politely and efficiently with all requests and complaints made.

All complaints shall be notified to DrivenConnect as soon as possible after receipt. The Operator shall assist DrivenConnect in reaching a resolution of the complaint in accordance with the process set out above in respect of “Complaints by DrivenConnect to the Operator”. The Operator has no authority whatsoever, to bind DrivenConnect and shall ensure it does not do or say anything to prejudice DrivenConnect's position in any respect.

4.6 Damage by Passengers

The Operator shall inform DrivenConnect as soon as is reasonably practicable of any damage, loss and/or expenses of any nature which the Operator believes is caused by a passenger. The Operator shall provide full details in writing and with relevant photographic evidence. The Operator shall not approach the DrivenConnect Customer directly in this regard.

4.7 Breakdown and Accident

The Operator shall at all times have in place arrangements for national and/or international breakdown and accident assistance. Details of the same shall be provided to DrivenConnect, on request. If DrivenConnect is not satisfied with the said arrangements, it is entitled to insist that the Operator makes alternative arrangements.

In the event of breakdown or accident, the Operator shall be responsible for all necessary repairs to the Vehicle at its own cost. In the event of repairs not being effected or a replacement Vehicle not being provided within such time allowed by DrivenConnect, reasonably concluding that the Operator will not be able to comply with any such time limits, DrivenConnect shall itself be entitled (but not obliged) to arrange for a replacement Vehicle . All expenses, damages, costs (including legal costs) losses and other sums of whatever nature incurred or arising as a result of the breakdown or accident (including by way of example and not by way of limitation the costs of repair, providing a replacement Vehicle (whether arranged by the Operator or DrivenConnect), providing accommodation and meals for clients and any compensation paid to clients) shall be the sole responsibility of the Operator who shall indemnify DrivenConnect in relation to the same.

The Operator shall immediately inform DrivenConnect in the event of an accident or breakdown. The Operator shall also inform DrivenConnect of the steps taken to ensure either repairs or replacement Vehicle are to be supplied with all expediency.

SCHEDULE 2 – PRICE

SCHEDULE 2

PRICE AND PAYMENT TERMS AND CONDITIONS

1. Introduction

This Schedule 2 explains the invoicing and payment process and procedure for the Services the Operator provides and applies to any payments to the Operator for the Services.

2. Prices

2.1 The Price for the Services ordered by DrivenConnect from the Operator shall be contingent upon the ordering method used by the parties for an Order.

2.2 If an Order is made by the method set out in paragraph 3.1 of Schedule 1 (Services) (“Quote Method”), the Price for the Order shall be the price set out in the Quote that is agreed in accordance with the Quote Method.

2.3 If an Order is made by the method set out in paragraph 3.2 of Schedule 1 (Services) (“Take Booking Method”) the Price for the Order shall be the price set out in the advertisement for the Take Booking Order that is agreed in accordance with the Take Booking

Method.

2.4 All Prices are in pounds sterling and are exclusive of VAT .

3. Cancellations

3.1 If an Order is cancelled by DrivenConnect, then the following Cancellation charges shall apply and shall be paid by DrivenConnect depending on when DrivenConnect sends notice of the cancellation to the Operator.

3.2 If notice of cancellation is sent:

3.2.1 More than 10 days before the Pick Up Time a cancellation charge equal to 0% of the Price of the Order shall be payable by DrivenConnect in respect of the Order.

3.2.2 less than 10 days before the Pick Up Time but more than 24 hours before the Pick Up Time, a cancellation charge equal to 25% of the Price of the Order shall be payable by DrivenConnect in respect of the Order.

3.2.3 less than 24 hours before the Pick Up Time but more than 90 minutes before the Pick Up Time, a cancellation charge equal to 50% of the Price of the Order shall be payable by DrivenConnect in respect of the Order.

3.2.4 less than 90 minutes before the Pick Up Time, a cancellation charge equal to 88% of the Price of the Order shall be payable by DrivenConnect in respect of the Order.

4. Waiting Time

4.1 In the event that, upon arrival at Pick Up Point before the Pick Up Time (being a Pick Up Point other than at an airport), the Vehicle is required to wait for the passengers for more than 30 minutes after the Pick Up Time until it is able to leave the Pick Up Point with all the required passengers, any costs associated with such waiting shall be agreed between the parties.

4.2 In the event that, upon arrival at Pick Up Point before the Pick Up Time (being a Pick Up Point at an airport), the Vehicle is required to wait for the passengers for more than one hour after the Pick Up Time until it is able to leave the Pick Up Point with all the required passengers, any costs associated with such waiting shall be agreed between the parties.

5. No Other Expenses

5.1 No payments of charges, costs or fees will be made to the Operator in respect of an Order or otherwise, other than the payment of the costs and charges set out in the Agreement and the Operator not make a claim for such other charges, costs or fees (including but not limited to toll charges, parking charges and/or congestion zone charges and/or clean air zone charges) through the DrivenConnect Website or otherwise.

6. Payment Verification and Process

6.1 Any payments of the Price to the Operator for the Services is subject to a payment verification process.

6.2 For Orders for Transport Journeys completed during a calendar week (Monday - Sunday), the Operator will upload the relevant invoice onto the DrivenConnect Website (which will be based on the Price for the Journey as calculated in accordance with this Schedule) by 23:59 hours on the Sunday that follows the calendar week in which the Operator performed the Journey (“Confirmation Deadline”). In the event the Operator fails to upload an invoice of a Transport Journey by the Confirmation Deadline, the Operator shall upload the invoice by 23.59 hours on the following Sunday.

6.3 The Operator shall act in good faith and with honesty, without any intention to defraud and will not make a claim for any charges and costs which are not validly due. The Operator will indemnify (compensate) DrivenConnect from and against any losses, costs or damages arising out of a breach of this clause. DrivenConnect also reserves the right to suspend the Operator from performing Services for DrivenConnect as a result of a breach of this paragraph 6.3 and/or this Agreement.

6.4 Invoices must be in pdf, Word or Excel format and must contain the following:
(a) Details of each Order, including: date, route, Vehicle ;
(b) The Price of each Transport Journey;
(c) Invoice Number and date; and
(d) Total Net value.

7. Payment

7.1 All costs and Charges invoiced shall be those as finalised and confirmed on the DrivenConnect Website and DrivenConnect reserves the right to reject any invoices that do not match the Fixed Prices.

7.2 For those invoices correctly submitted, DrivenConnect endeavours to make payment of such by the end of the Friday in the week following the calendar week in which the Journey was undertaken. In the event the Operator fails to upload an invoice of a Transport Journey by the Confirmation Deadline but provides such by 23.59 hours the following Sunday, DrivenConnect endeavours to make payment of such by the end of the Friday in that calendar week.

7.3 The amount paid shall be the Price calculated in accordance with these terms. If the payment is not received by the Operator when due, and such payment is properly due to the Operator because the invoice is correct and is in line with these procedures, the Operator may charge interest on any balance outstanding at the rate of 2 percentage points per year above Bank of England’s base rate.

7.4 In the event the Operator submits an invoice which contains charges and costs which do not match those Prices as calculated in accordance with this Schedule 2, such will be rejected and not paid in accordance with Clause 7.2. DrivenConnect shall contact the Operator and request the Operator withdraw the incorrect invoice and submit a correct invoice.

8. How to contact DrivenConnect
The Operator can contact DrivenConnect in respect of the process set out in this Schedule 2 by sending an email to support@drivenconnect.co.uk

SCHEDULE 3 - DATA PROTECTION

1.1 DEFINITIONS

(a) “Data Protection Laws” means all applicable laws which govern the use of data relating to identified or identifiable individuals, including the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003, the GDPR and any laws implementing any such laws, as amended or replaced from time to time and to the extent applicable to a Party.
(b) “GDPR” means the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016.
(c) “Customer(s)” means DrivenConnect’s customers that use the Operator’s Services.
(d) “Customer Personal Data” means the personal data which is provided by or on behalf of a customer (including, but not limited to, by its employee(s) and/or end-customer(s)) to the Operator (whether directly to the Operator or via DrivenConnect or any other intermediary) and which is processed by the Operator pursuant to or in connection with the provision of the Services to DrivenConnect and/or its customers.
(e) “Personal Data” shall have the meaning ascribed to the term “personal data” as set out in the Data Protection Laws.
(f) The terms controller, processor, Data Subject and processing, (and related expressions) shall have the meanings given to them in the Data Protection Laws.

1.2 The capacity in which the Parties will process the Customer Personal Data pursuant to the Agreement will be a matter of fact and law, but the Parties envisage that:
(a) DrivenConnect shall process the Customer Personal Data as its Customer’s processor; and
(b) the Operator shall process the Customer Personal Data as a controller.

1.3 Both Parties shall at all times comply with their applicable obligations under Data Protection Laws when processing the Customer Personal Data.

1.4 The Operator shall:
(a) only process the Customer Personal Data for the purpose of and to the extent necessary to provide the Services to DrivenConnect and the relevant Customer and as permitted by the Agreement;
(b) ensure that any personal data provided by (or on behalf of) the Operator to DrivenConnect has been collected and will be provided to DrivenConnect in accordance with Data Protection Laws and that DrivenConnect’s use of such personal data in accordance with the Agreement shall not breach Data Protection Laws;
(c) take all appropriate technical and organisational measures to ensure a level of security for the Customer Personal Data which is appropriate to the risks to individuals and to the Customer Personal Data that may result from the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Customer Personal Data;
(d) notify DrivenConnect in writing with full details as soon as possible and in any event within 24 hours of becoming aware of any actual or suspected security breach involving or which affects any Customer Personal Data in its possession and/or control and the Operator shall:
(i) promptly investigate the breach and comply with all reporting and notification obligations under Data Protection Laws (subject to consulting with DrivenConnect (and, where requested by DrivenConnect, the relevant Customer(s)) in good faith before making any public statements unless precluded by law or any regulator);
(ii) take all necessary and corrective action to promptly remedy the breach, to prevent a recurrence of such a breach and avoid or (if that is not possible) to minimise any loss, damage or distress arising from the breach;
(iii) provide DrivenConnect (and, where requested by DrivenConnect, the relevant Customer(s)) with all reasonable cooperation and assistance (including but not limited to any further information reasonably requested) to enable DrivenConnect and the Customer(s) to deal with the breach as they deem appropriate, including but not limited to enable the Customer(s) to comply with all reporting and notification obligations under Data Protection Laws; and
(iv) reimburse DrivenConnect (and where relevant, its customer(s)) for all costs and expenses incurred by DrivenConnect (and the Customer(s)) in dealing with the breach.
(e) ensure that all Customer Personal Data and all other confidential information concerning DrivenConnect and/or the DrivenConnect Customers’ business, products and services which the Operator may obtain in connection with the Agreement is kept strictly confidential;
(f) make available to DrivenConnect (and, where requested by DrivenConnect, the relevant Customer(s)) all information, documentation and assistance that DrivenConnect reasonably requires or which the Customer requests from time to time to enable DrivenConnect and/or the Customer to verify that the Operator is in compliance with Clause 16 of the Agreement and Data Protection Laws; and
(g) shall not transfer the Customer Personal Data to any country or territory outside the territory it receives the Customer Personal Data from DrivenConnect and/or to any international organisation (as defined in the Data Protection Laws) without DrivenConnect’s prior written consent. For the purposes of this paragraph 9 ‘transfer’ bears the same meaning as the word ‘transfer’ in Article 44 of the GDPR

1.5 The Operator agrees to fully indemnify and keep indemnified and defend (at its own expense) DrivenConnect and the DrivenConnect Customers against all costs, claims, damages and expenses incurred by DrivenConnect and/or the DrivenConnect Customers or for which DrivenConnect and/or the DrivenConnect Customers may become liable due to any failure by the Operator or its employees or subcontractors to comply with any obligations under this Schedule or the Data Protection Laws.

1.6 In respect of any Personal Data disclosed by the Operator to DrivenConnect in connection with the performance of its rights and obligations under this Agreement (“Operator Personal Data”), DrivenConnect shall be Controller of the Operator Personal Data.

1.7 The Operator shall at all times comply with the all Data Protection Laws in connection with the Operator Personal Data and shall ensure that at all times all Operator Personal Data disclosed to DrivenConnect is accurate and up-to-date and has at all times been collected, processed and disclosed by and on behalf of the Operator in accordance with all Data Protection Laws.

1.8 How DrivenConnect will use the Operator Personal Data is set out in the Privacy Policy on the DrivenConnect Website, nevertheless the Operator acknowledges and agrees that DrivenConnect may share the Operator Personal Data with WeMove Solutions Ltd and some of its service Operators in connection with its rights and obligations under this Agreement.

Data processing details

Processing of the Protected Data by the Operator under the Agreement shall be for the subject-matter, duration, nature and purposes and involve the types of Personal Data and categories of Data Subjects set out in Data Processing details annex to Schedule 3.

Subject-matter of the processing:

The subject matter of the processing of the Customer Personal Data is in connection with the provision of the Services by the Operator as set out in more detail in the Agreement.

Duration of the processing:

For the term of the Agreement.

Nature and purpose of the processing:

The Operator will process the Customer Personal Data as necessary to provide the Services in accordance with the Agreement and Schedule. This will involve collecting the personal data, storing it, structuring it, reviewing requests, communicating with data subjects and the customer. Storing it and deleting or returning it to DrivenConnect at its request.

Type of personal data:

The Customer Personal Data processed for provision of the Services, and which is provided by or on behalf of DrivenConnect to the Operator concerns but is not limited to the following categories of data:

• first and last name
• email
• phone number
• time of pick up/ job status (including location)
• location of pick-up/ destination
• special requirements of the DrivenConnect Customer with regard to any physical disability

Categories of data subjects:

The Customer Personal Data processed concerns the following categories of Data Subjects being those individuals about whom Customer Personal Data is provided to the Operator by or on behalf of DrivenConnect and includes but is not limited to:

• DrivenConnect Customer,
• DrivenConnect Customer’s personnel
• DrivenConnect Customer’s clients and customers each of whom are natural persons.

Specific processing instructions:

None

Part A

Minimum technical and organisational security measures

Without prejudice to its other obligations, the Operator shall implement and maintain at least the following technical and organisational security measures to protect the Customer Personal Data:
In accordance with the Data Protection Laws, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of the Protected Data to be carried out under or in connection with the Agreement, as well as the risks of varying likelihood and severity for the rights and freedoms of natural persons and the risks that are presented by the processing, especially from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Protected Data transmitted, stored or otherwise processed, the Operator shall implement appropriate technical and organisational security measures appropriate to the risk, including as appropriate those matters mentioned in Articles 32(1)(a) to 32(1)(d) (inclusive) of the GDPR.

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