Williams & Williams London

Terms and Conditions

Williams and Williams London Limited trading as MyKarz

Passenger Terms and Conditions with effect from 17/01/2024

Who We Are

We are Williams and Williams London Limited, trading as MyKarz. We are a private limited company established in England and Wales, and registered at Companies House with number 11334902. Our registered office is Office 5, Unit 2, Popham Close, Hanworth, Feltham, Middlesex, TW3 6JE. You can contact us by emailing us at [email protected] or telephoning us on 028 38330330

We are licensed by Transport for London (“TFL”) as a Private Hire Vehicle Operator (“PHVO”). Our licence number is 0099991303.

We provide licensed Transportation Services. We accept Bookings as a PHVO under relevant PHVO legislation and regulations.

Please read these terms and conditions (“Terms”) very carefully before requesting a Booking as they include important information about the service and your rights as they will be binding upon you upon the acceptance of a Booking.

If you do not accept these Terms, please do not access our services.

These Terms are updated and can be amended from time to time. Please remember to check these Terms before you make a Booking as the latest Terms will apply in each case at the date and time of acceptance.

Terms and Conditions

Definitions and interpretation
1. Definitions

The following definitions apply in these Terms unless the context denotes otherwise.

Account: The arrangement under these Terms by which a Passenger has personalised access to the Client App

Agent: any legal person who makes a Booking on behalf of a Passenger for the provision of Transportation Services to the Passenger.

Booking: the acceptance of a request made via the Client App by a Passenger or the Passenger’s Agent for the provision of Transportation Services.
Client App: the mobile application software offered by us which enables a Passenger or Passenger’s Agent to request a Booking the provision of Transportation Services and, additionally, review estimated prices for the provision of Transportation Services and make payments or refunds.
Driver: the person providing Transportation Services.
Names, Marks or Works: means our company or licensor’s names, logos, products or service names, trademarks, service marks trade dress, other indicia of ownership or copyright.
Passenger: a legal person who uses our Transportation Services following the acceptance of a Booking.
Request: an offer to purchase Transportation Services which upon acceptance shall constitute a Booking in accordance with these Terms.
Transportation Service: the provision of a pre-booked journey between two accessible geographic points following the acceptance of a Request for a Booking.
You/Your: the Passenger.
We/Our/Us: Williams and Williams London Limited trading as MyKarz and as the context requires will include its directors, employees, workers, servants, sub-contractors, agents and Drivers.
Interpretation

In these Terms

clause headings shall not affect the interpretation of this guarantee;
a Passenger or Agent includes an individual, firm, company, corporation, partnership, unincorporated body of persons, government, state or agency of a state or any association, trust, joint venture or consortium (whether or not having separate legal personality);
unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular;
unless the context otherwise requires, a reference to one gender shall include a reference to the other genders;
a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time;
a reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision;
a reference to writing or written includes fax, email, text message, push notification or other form of electronic notification
unless the context otherwise requires, a reference to a clause is to a clause of this guarantee;
any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms;
Using the Client App
1. The Client App can be downloaded or accessed on most modern mobile devices with an internet connection and a popular operating system.
2. It is your responsibility for ensuring the network access necessary to the Client App. You are responsible for any fees for accessing the network including any data consumption. You are responsible for providing a compatible device and operating system and for ensuring that any recommended update to the Client App is installed.
3. Use of the Client App is provided “as is” and “as available”. Use of the Client App may be subject to limitations, delays, and/or other problems inherent with the use of the internet and electronic and mobile communications and are not guaranteed to be available, uninterrupted or error free at all times. We may withdraw, restrict, or suspend the use of the Client App or part of it at any time for business or operational reasons. We will try and give you reasonable notice of this.
4. To register for an Account for the Client App you must be over the aged 18 or over of XXXXXXXX
5. To use the Client App you must register for an Account. You must provide us with personal information to register with and use the Client App. This will include your legal name, phone number, address, e-mail address and payment method.
6. We may restrict or suspend access to and your use of the Client App where we suspect fraud or receive a complaint of fraud. In some circumstances we may not be able to provide you with information about any complaint whilst an investigation is ongoing.
7. Once you have set up your Client App you must:

Not set up any other Account with your details; and
Not allow another person to access your Account or transfer it to another unless as your Agent for the purposes of requesting a Booking; and
Keep your Account information complete, accurate and up-to-date; and
Keep your login details safe and confidential at all times; and
Tell us immediately if you suspect that your Account has been compromised or if someone else other than your Agent knows your user name or password.

You must not use the Client App for any other purpose other than its intended purpose.
There is no charge for using the Client App. Should this change you will be notified in advance of this and may choose to close your Account.
We reserve all rights not expressly granted in these Terms. The Client App including any data gathered via its use are and remain our property or that of our licensors.
You may not, and may not allow any other party to:
1. license, sublicense, copy, modify, distribute, create, sell, resell, transfer, or lease any part of the Client App;
2. reverse engineer or attempt to extract the source code of the Client App except as allowed under law;
3. launch or cause to launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any part of the Client App or the data;
4. use, display, or manipulate any of our Names, Marks, or Works for any purpose other than to use the Client App;
5. create or register any:
  1. businesses,
  2. URLs,
  3. domain names,
  4. software application names or titles, or
  5. social media handles or profiles

that include our Names, Marks, or Works or any confusingly or substantially similar mark, name, title, or work;

use our Names, Marks, or Works as your social media profile picture or wallpaper;
purchase keywords (including, but not limited to Google AdWords) that contain any of our Names, Marks, or Works; or
apply to register, reference, use, copy, and/or claim ownership in our Names, Marks, or Works, or in any confusingly or substantially similar name, mark, title, or work, in any manner for any purposes, alone or in combination with other letters, punctuation, words, symbols, designs, and/or any creative works; except as may be permitted in the limited license granted under these Terms.
Subject to your compliance with these Terms, we grant you a personal, worldwide, non-exclusive, non-transferable, revocable, non-sub licensable license to install and/or make use of the Client App on your device solely for your use and for you to access and use information made available through the Client App. We, and our licensors, reserve any rights not expressly granted in these Terms.

Transportation Services
1. Upon making a Request and the Request being accepted, it will become a Booking. In doing so, you will be contracting with us. We remain responsible for the provision of the Transportation Services at all times.
2. A Request constitutes an offer to purchase our Transportation Services in accordance with these Terms.
3. We are not obliged to accept any Request. A Request may be declined for any reason.
4. A Request will set out sufficient information for us to provide you with Transportation Services and shall include pick up and drop off points and, if not requested as soon as possible, a date and time for the provision of the Transportation Services, vehicle type and payment method. It shall also include such additional information as will allow us to provide you with Transportation Services such as whether you wish to transport an animal, require children’s seats, or will require the carriage of excess luggage.
5. A Request shall only become a Booking upon acceptance by us and shall only be accepted when we issue a written confirmation via the Client App, push notification, e-mail or text message, at which point the Booking shall become the contract between you and us (“the Contract”).
6. Once a Booking has been made a Driver will be assigned to you.
7. We will notify you of your estimated time of arrival of your Driver and estimated time of journey completion. These are estimates only. Time shall not be of the essence. If we cannot accept your Request, we will inform you and not make any charge for our Transportation Services.
8. If a Driver becomes unavailable after the acceptance of a Booking, we shall endeavour to find you another Driver. Where an alternative Driver cannot be found, we may terminate the Contract. Any fees that you have paid will be refunded within 24 hours.
9. If a Driver upon arrival at the pick-up point refuses the Booking, then at our complete discretion we may:
  1. Offer to assign you another driver or refund; or
  2. Cancel the booking and apply a cancellation charge as in accordance with Clause 7.3.
10. The Contract will end when the Passenger journey ends or as otherwise set out in these Terms.
Pricing and Payment
1. The price for the Contract, which will include VAT, will be provided to you via the Client App before you place your Request. The price is fixed for the journey requested and is based on likely mileage, vehicle type and whether any additional charges set out below are likely to be incurred.
2. Changes to the Contract may be made through the Client App. We are not obliged to accept any changes, or may not be able to effect any change requested. If you terminate the Contract because a change cannot be effected then you will be liable for cancellation charges as set out under these Terms.
3. The price may include any relevant surcharges including airport pickup and drop off charges, road, tunnel and bridge tolls, road and congestion and environmental schemes, including congestion charges, low emission zone charges or similar. In certain circumstances, including but not limited to, changes in route, traffic, material changes to the route or pick up or drop off points, waiting times or additional stops.
4. Additional charges may be applied if the Passenger or anybody travelling with him soils, contaminates or damages a vehicle. You may be charged for damage and any cleaning cost.
5. Those additional charges may be varied from time to time.
6. Upon the acceptance of a request and the making of a Booking, you will be charged the price.
7. Payment will be taken via the registered payment method in the Client App. We do not keep details of your payment method. We may place an authorisation hold before taking payment.
8. At the conclusion of the journey, a full VAT receipt will be sent to your registered email. If you think that the payment is incorrect, then please advise us immediately, and in any event within 7 days.
Additional Fees
1. A Booking which is for the provision of Transportation Services will include 5 minutes waiting time when the Driver arrives at the pick-up location, unless the pick-up location is a port, airport or train station, in which circumstances the Booking will include 60 minutes of waiting time. Once the Driver has arrived at the pick-up location, if you chose to cancel the Booking you will be liable for cancellation charges as set out under these Terms.
2. If you do not arrive within 5 minutes, you will be given the option to extend the waiting period by 5 minutes increments, which will be charged, save that if the pick-up location is a port, airport or train station the period will be 60 minutes The option to extend or decline must be accepted within 1 minute of the offer. If the offer is not accepted, then the waiting period will be automatically extended to a maximum of a further 10 minutes in the case of a pick-location which is not a port, airport or train station, and after 10 minutes we may cancel the Booking and you will be liable for the cancellation charges as out under these Terms.. If you do not arrive at the pick-up location, then we may cancel the Booking and you will be liable for cancellation charges as set out under these Terms. Waiting charges which relate to a pick-up at a port, airport or train station, will start to be incurred after 60 minutes have incurred. They will automatically increase in 15 minute increments until the journey commences or the Booking is cancelled. Our operations staff monitor all arrivals so as to minimise any impact of any delay in arrival, but cannot be held responsible for any delay beyond 60 minutes before the journey.
3. The price for waiting is stated in the Client App prior to a Request for a Booking being made.
4. You may be charged additionally for any surcharges including airport pickup and drop off charges, road, tunnel and bridge tolls, road and congestion and environmental schemes, including congestion charges, low emission zone charges or similar, even if a price was stated upon the making of the original Request if the journey results in changes to the route, traffic conditions or changes to the pick up or drop off points, additional waiting and stops.
5. Passenger Obligations
6. You are expected to obey the lawful instructions of your driver. In particular you must:
  1. Wear your seatbelt unless medically exempt;
  2. Not smoke in the vehicle;
  3. Desist from eating or drinking or carrying open containers of drink, if requested to do so;
  4. Not do anything which endangers your safety, your Driver’s safety, the vehicle’s safety or the safety of other road users;
  5. Not use our Transportation Services for the carriage of illegal or dangerous materials including, but not limited to, drugs and firearms;
  6. Not use threatening, abusive, insulting or offensive words and behaviour toward your Driver, pedestrians, other occupants or road users.
Cancellation
1. You may cancel the Booking at any time after the Booking is made and before a Driver is assigned to you. Refunds will be made within 24 hours.
2. If a Driver has been assigned to you, and the Driver has started to head toward the pick-up location, and you cancel the Booking, then you will be charged 10% of the price. Any balance will be refunded to you within 24 hours.
3. If the Driver has arrived at the pick-up location and you cancel the Booking you will be charged 15% of the price and any additional waiting charges. Any balance will be refunded within 24 hours.
4. If having been notified that a Driver has been assigned and the Driver has headed toward the pick-up location, and then declines the Booking, prior to arrival, you may request another Driver or a full refund. A refund will be made within 24 hours.
5. If having commenced a journey you request that the journey end before the drop off point, then provided that the journey has more 1 mile prior to the destination you will be only be charged for that part of the journey actually undertaken. Any refund will be made within 24 hours.
Privacy
1. We collect, use and disclose information from or about as set out in our Privacy Policy, a copy of which is available on request.
2. We are, of course, registered with the Information Commissioner’s office and our registration number is ZB498750.
Questions Feedback Lost Property and Complaints
1. Questions, feedback, lost property requests and complaints may be sent to [email protected]. We will endeavour to acknowledge, and if appropriate respond within 2 working days.
2. All complaints must be raised within 14 days of the incident giving rise to the complaint.
3. If you raise a complaint then we will:
  1. Acknowledge the complaint within 2 working days;
  2. Work with you to resolve the complaint; and
  3. Provide you with our written decisions/findings.
4. In the unlikely event that we are able to resolve your complaint, you may have the right to complain to TFL.
5. Nothing in our complaints process is designed to limit either our rights or your rights to commence proceedings in Court.
Limitation of Liability
1. Nothing in these Terms limits or excludes liability which cannot legally be limited or excluded, including liability for death or personal injury caused by negligence. Nothing in these Terms limits liability for fraud or fraudulent misrepresentation or alters your consumer rights that are not capable of being excluded under applicable law.
2. We are not liable under or in relation to these Terms including but limited to liability in contract, tort, breach of statutory or other duty, equity or otherwise for any of the following arising out of or in connection with the Client App including:
  1. Loss of profits;
  2. Loss of sales or business;
  3. Loss of agreements or contracts;
  4. Loss of anticipated savings;
  5. Loss of use or corruption of software, data or information;
  6. Loss of damage or good will; or
  7. Indirect or consequential loss.
3. We are not liable under or in relation to these Terms in relation to the provision of Transport Services where a Request is not accepted or a Booking is cancelled or by delay in failure in performance resulting from causes beyond our reasonable control.
4. Our Transportation Services are provided for private use. If you use our Transportation Services for any commercial or business purpose, We will have no liability to you for:
  1. Loss of profits
  2. Loss of sales or business
  3. Loss of business opportunity
  4. Loss of agreements or contracts
  5. Loss of anticipated savings
  6. Loss of use or corruption of software, data or information;
  7. Loss of damage or good will;
  8. Indirect or consequential loss or
  9. Business Interruption.
5. Our liability to you, insofar as is permitted by law, will be limited to an amount equal to £500 in aggregate.
6. You may, on request, obtain our Public Liability Insurer’s details in form
Partial invalidity

If, at any time, any provision of these Terms is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

Third party rights
1. Except as expressly provided under these Terms a person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce, or enjoy the benefit of, any term of the Contract.
Governing law and jurisdiction
1. Governing law

This document and any dispute or claim (including a non-contractual dispute or claim) arising out of or in connection with it or its subject-matter or formation shall be governed by, and construed in accordance with, the law of England and Wales.

Jurisdiction

Each party irrevocably agrees that, subject as provided below, the courts of England and Wales shall have exclusive jurisdiction over any dispute or claim (including a non-contractual dispute or claim) arising out of or in connection with this document or its subject-matter or formation. Nothing in this clause shall limit our right to take proceedings against you in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more than one jurisdiction preclude the taking of proceedings in any other jurisdiction, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.

DATED

————

Driver’s Agreement

Between

Williams and Williams London Limited trading as MyKarz

And

Driver’s Name

CONTENTS

This agreement is dated INSERT DATE OF AGREEMENT

Parties

Williams and Williams London Limited, trading as MyKarz, a private limited company established in England and Wales, and registered at Companies House with number 11334902 whose registered office is Office 5, Unit 2, Popham Close, Hanworth, Feltham, Middlesex, TW3 6JE (“Operator”)
[INDIVIDUAL NAME] of [ADDRESS] (“Driver”)

Agreed terms

Interpretation

The following definitions and rules of interpretation apply in this agreement (unless the context requires otherwise).

Definitions:

Booking: a concluded agreement for the supply of Transport Services by the Operator with a Passenger.
Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Driver App: the mobile application software offered by us which enables a Passenger or Passenger’s Agent to request a Booking the provision of Transportation Services and, additionally, review estimated prices for the provision of Transportation Services and make payments or refunds.
Company Vehicle: a vehicle supplied by us to you in order that you may carry out Engagements.
Confidential Information: information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, customers, Operators, suppliers, products, affairs and finances of the Operator for the time being confidential to the Operator and trade secrets including, without limitation, technical data and know-how relating to the Business of the Operator or any of its suppliers, customers, Operators, agents, distributors, shareholders, management or business contacts, and including (but not limited to) information that the Driver creates, develops, receives or obtains in connection with their Engagement, whether or not such information (if in anything other than oral form) is marked confidential.
Customer: a legal person who contracts with the Operator for the Operator to transport Goods from one location to another.
Delivery Service: the transportation of goods from one location to another following a concluded agreement between the Operator and the Customer.
Driver App: the mobile application software by us to authorised Drivers used to notify the Driver of an available Engagement
Engagement: an agreement by the Driver to undertake a Delivery Service or Transportation Service notified by the Driver App
Goods: any tangible moveable property including emblements, industrial growing crops, and things attached to or forming part of land which are agreed to be severed before sale or under a contract for sale.
Insurance Policies: any policy of insurance which covers a recognisable risk against loss.
Intellectual Property Rights: patents, utility models, rights to Inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Invention: any invention, idea, discovery, development, improvement or innovation made by the Driver in the provision of the Services, whether or not patentable or capable of registration, and whether or not recorded in any medium.
Names, Marks or Works: means our company or licensor’s names, logos, products or service names, trademarks, service marks trade dress, other indicia of ownership or copyright.
Operator Property: all documents, books, manuals, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the Business or affairs of the Operator or its customers and business contacts, and any equipment, keys, hardware or software provided for the Driver’s use by the Operator during the Engagement, and any data or documents (including copies) produced, maintained or stored by the Driver on the Operator’s or the Driver’s computer systems or other electronic equipment during the Engagement.
Passenger: a legal person who uses our Transportation Services following the acceptance of a Booking.
Request: an offer to purchase Transportation Services which upon acceptance shall constitute a Booking in accordance with these Terms.
Substitute: a substitute engaged by the Driver under the terms of 3.8.
Start Date: DD/MM/YYYY
Termination Date: the date of termination of this agreement, howsoever arising.
Transportation Service: the provision of a pre-booked journey between two accessible geographic points following the acceptance of a Request for a Booking by a Passenger
You/Your: The Driver under this Agreement.
We/Our/Us: Williams and Williams London Limited trading as MyKarz and as the context requires will include its directors, employees, workers, servants, sub-contractors, agents but not you unless the context denotes otherwise.
Works: all records, reports, documents, papers, drawings, designs, transparencies, photos, graphics, logos, typographical arrangements, software, and all other materials in whatever form, including but not limited to hard copy and electronic form, prepared by the Driver in the provision of the Services.

The headings in this agreement are inserted for convenience only and shall not affect its construction.
A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.

Term of engagement
1. The Operator shall engage the Driver and the Driver shall provide the Services on the terms of this Agreement.
2. The Agreement shall deemed to have started on the Start Date and shall continue unless and until terminated:
  1. as provided by the terms of this Agreement; or
  2. By either party giving to the other not less than 4 weeks’ prior written notice.
Status
1. The relationship of the Driver to the Operator will be that of independent contractor and nothing in this agreement shall render them an employee, worker, agent or partner of the Operator and the Driver shall not hold themselves out as such.
2. This agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Driver shall be fully responsible for and shall indemnify the Operator for and in respect of:
  1. any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Services, where the recovery is not prohibited by law. The Driver shall further indemnify the Operator against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by the Operator in connection with or in consequence of any such liability, deduction, contribution, assessment or claim; and
  2. any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Driver or any Substitute against the Operator arising out of or in connection with the provision of the Services, except where such claim is as a result of any act or omission of the Operator.
3. The Operator may at its option satisfy such indemnity (in whole or in part) by way of deduction from any payments due to the Driver.
4. In entering into this Agreement the Driver warrants that he is operating an independent business as a self-employed licensed Private Hire Driver and that he will provide, at his own expense, unless authorised to use a Company Vehicle, a suitable vehicle, similarly licensed for Private Hire Work, which is covered by a policy of risk which specifically covers pre-booked hire and reward and courier services (if accepting Engagements for Delivery Services).
5. Nothing in this Agreement is designed to provide full time or part time work or employment of any kind.
6. The parties acknowledge the Operator is not obliged to offer, and the Driver is not obliged to accept any Engagement.
7. The Driver acknowledges that the use of a Company Vehicle does not confer, nor is designed to confer any Employment Status.
8. The Driver may, subject to the following proviso, appoint a suitably qualified and skilled Substitute to perform the Services on their behalf, provided that the Substitute shall be required to enter into direct undertakings with the Operator, including with regard to confidentiality. The Driver shall continue to invoice the Operator in accordance with 6 and shall be responsible for the remuneration of the Substitute. For the avoidance of doubt, the Driver will continue to be subject to all duties and obligations under this agreement for the duration of the appointment of the Substitute.
Driver’s Duties and obligations
1. During the Agreement the Driver shall:
  1. provide the Services with all due care, skill and ability and use your best endeavours to promote the interests of the Operator;
  2. ensure that you have a right to live and work in the United Kingdom;
  3. ensure that you hold a valid UK driving licence for any class of vehicle that he drives;
  4. ensure that you hold all necessary and valid licences and permits, including TFL licence to carry out business as a private hire driver and/or Delivery Services;
  5. ensure that you will inform the Operator of any changes in personal circumstances and or information;
  6. ensure that you will notify the Operator of any changes to your licence, permit, vehicle, insurance, MOT, registration or TFL licence;
  7. ensure that originals of any licence, registration document, insurance certificate, MOT certificate, proof of right to live and work in the United Kingdom and TFL licence are produced upon reasonable request and that copies are supplied;
  8. ensure that you comply with the terms of your TFL licence and the general law; and
  9. ensure that you assist the Operator in the resolution of any complaint.
2. The Driver shall comply with all reasonable standards of safety and comply with the Operator’s health and safety procedures from time to time in force at the premises where the Services are provided and report to the Operator any unsafe working conditions or practices.
3. The Driver shall comply with the Operator’s policies on customer service, care and standards, social media use of information and communication systems anti-harassment and bullying equal opportunities smoking substance misuse and other policy that may be notified to the Driver from time-to-time in writing.
4. The Driver shall comply with the Operator’s dress code which shall comprise:
  1. White Shirt
  2. Tie, if appropriate
  3. Dark clothing, preferably a suit, and black.
5. As regards any vehicle that the Driver shall use, the Driver shall ensure that it is clean and tidy.
6. The Driver shall ensure that the user of the Driver App is properly used ensuring that updates are promptly and accurate notified.
7. The Driver shall ensure that that he is punctual.
8. Where the Driver accepts an Engagement, he shall not cancel it without due cause. The Driver is expected to be familiar with the Operator’s Terms and Conditions in force for the time being.
9. The Driver may use a third party to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that:
  1. the Operator will not be liable to bear the cost of such functions; and
  2. at the Operator’s request the third party shall be required to enter into direct undertakings with the Operator, including with regard to confidentiality.
10. The Driver must notify the Operator of any accident, whether at fault or not, as soon as reasonably practicable after the accident and ensure that no admissions of liability which could compromise any defence are made.
11. The Driver shall:
  1. comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);
  2. not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
  3. promptly report to the Operator any request or demand for any undue financial or other advantage of any kind received by the Driver in connection with the performance of this agreement;
  4. ensure that all persons associated with the Driver or other persons who are performing services in connection with this agreement comply with this 4.11; and
  5. The Driver shall provide such supporting evidence of compliance with this 4.11 as the Operator may reasonably request.
12. Failure to comply with 4.11 may result in the immediate termination of this agreement.
13. The Driver shall:
  1. not engage in any activity, practice or conduct which would constitute either:
    1. a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Act 2017; or
    2. a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Act 2017;
  2. promptly report to the Operator any request or demand from a third party to facilitate the evasion of tax within the meaning of Part 3 of the Criminal Finances Act 2017 or any suspected tax evasion offences or facilitation of tax evasion offences, whether under UK law or under the law of any foreign country, in connection with the performance of this agreement;
  3. ensure that all persons associated with the Driver or other persons who are performing services in connection with this agreement comply with this 4.13; and
  4. provide such supporting evidence of compliance with this 4.13 as the Operator may reasonably request.
14. Failure to comply with 4.13 may result in the immediate termination of this agreement.
The Driver App
1. You must download the Driver App which can be downloaded or accessed on most modern mobile devices with an internet connection and a popular operating system.
2. The Driver App is the means by which Engagements are offered, accepted or rejected.
3. It is your responsibility for ensuring the network access necessary to the Driver App. You are responsible for any fees for accessing the network including any data consumption. You are responsible for providing a compatible device and operating system and for ensuring that any recommended update to the Driver App is installed.
4. Use of the Driver App is provided “as is” and “as available”. Use of the Driver App may be subject to limitations, delays, and/or other problems inherent with the use of the internet and electronic and mobile communications and are not guaranteed to be available, uninterrupted or error free at all times. We may withdraw, restrict, or suspend the use of the Driver App or part of it at any time for business or operational reasons. We will try and give you reasonable notice of this.
5. To use the Driver App you must register for an Account. You must provide us with personal information to register with and use the Driver App. This will include your legal name or corporate name, phone number, date of birth, address, e-mail address. You will also be required to provide bank account details (for payment), VAT (if applicable) and company number (if appropriate)
6. We may restrict or suspend access to and your use of the Driver App where we suspect fraud or receive a complaint of fraud. In some circumstances we may not be able to provide you with information about any complaint whilst an investigation is ongoing.
7. Once you have set up your Driver App you must:
  1. not set up any other Account with your details; and
  2. keep your Account information complete, accurate and up-to-date; and
  3. keep your login details safe and confidential at all times; and
  4. tell us immediately if you suspect that your Account has been compromised or if someone else other than your Agent knows your user name or password save that a username and password may be supplied to a suitably qualified Substitute.
8. We reserve all rights not expressly granted in these Terms. The Driver App including any data gathered via its use are and remain our property or that of our licensors.
9. You may not, and may not allow any other party to:
  1. license, sublicense, copy, modify, distribute, create, sell, resell, transfer, or lease any part of the Driver App;
  2. reverse engineer or attempt to extract the source code of the Driver App except as allowed under law;
  3. launch or cause to launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any part of the Driver App or the data;
  4. use, display, or manipulate any of our Names, Marks, or Works for any purpose other than to use the Driver App;
  5. create or register any:
    1. businesses,
    2. URLs,
    3. domain names,
    4. software application names or titles,
    5. social media handles or profiles that include our Names, Marks, or Works or any confusingly or substantially similar mark, name, title, or work;
  6. use our Names, Marks, or Works as your social media profile picture or wallpaper;
  7. purchase keywords (including, but not limited to Google AdWords) that contain any of our Names, Marks, or Works; or
  8. apply to register, reference, use, copy, and/or claim ownership in our Names, Marks, or Works, or in any confusingly or substantially similar name, mark, title, or work, in any manner for any purposes, alone or in combination with other letters, punctuation, words, symbols, designs, and/or any creative works; except as may be permitted in the limited license granted under these Terms.
10. Subject to your compliance with these Terms, we grant you a personal, worldwide, non-exclusive, non-transferable, revocable, non-sub licensable license to install and/or make use of the Driver App on your device solely for your use and for you to access and use information made available through the Driver App. We, and our licensors, reserve any rights not expressly granted in these Terms.
11. Unless they have been specifically authorised to do so by the Operator in writing, the Driver shall not:
  1. have any authority to incur any expenditure in the name of or for the account of the Operator; or
  2. hold themselves out as having authority to bind the Operator.
Fees
1. The Operator shall pay the Driver a fee of 80% of the price charged to the Passenger or Customer exclusive of VAT unless the Driver is registered for VAT, in which case VAT will be added to that sum.
2. Payment is made in arrears on the Friday following the previous Sunday and covers the week from Monday 00:00 until Sunday 23:59.
3. Payment will be made by electronic funds transfer to the Driver’s nominated Bank Account.
4. The Operator shall be entitled to deduct from the fees (and any other sums) due to the Driver any sums that the Driver may owe to the Operator at any time.
5. Payment in full or in part of the fees claimed under 6 shall be without prejudice to any claims or rights of the Operator against the Driver in respect of the provision of the Services.
Expenses
1. The Driver shall bear their own expenses incurred in the course of any Engagement.
Other activities

Nothing in this agreement shall prevent the Driver from being engaged, concerned or having any financial interest in any Capacity in any other business, trade, profession or occupation during the Engagement provided that:

such activity does not cause a breach of any of the Driver’s obligations under this agreement; and
the Driver shall not engage in any such activity if it relates to a business which is similar to or in any way competitive with the Business of the Operator without the prior written consent of the Operator such consent not to be unreasonably withheld.

Confidential information
1. The Driver acknowledges that during the Engagement they will have access to Confidential Information. The Driver has therefore agreed to accept the restrictions in this 9.
2. Subject to 9.4, the Driver shall not (except in the proper course of their duties), either during the Engagement or at any time after the Termination Date, use or disclose to any third party (and shall use their best endeavours to prevent the publication or disclosure of) any Confidential Information. This restriction does not apply to:
  1. any use or disclosure authorised by the Operator or required by law; or
  2. any information which is already in, or comes into, the public domain otherwise than through the Driver’s unauthorised disclosure.
3. At any stage during the Agreement, the Driver will promptly on request return all and any Operator Property in their possession to the Operator.
4. Nothing in this 9 shall prevent the Driver or, where applicable, the Operator (or any of its officers, employees, workers or agents) from:
  1. reporting a suspected criminal offence to the police or any law enforcement agency or co-operating with the police or any law enforcement agency regarding a criminal investigation or prosecution;
  2. doing or saying anything that is required by HMRC or a regulator, ombudsman or supervisory authority;
  3. whether required to or not, making a disclosure to, or co-operating with any investigation by, HMRC or a regulator, ombudsman or supervisory authority regarding any misconduct, wrongdoing or serious breach of regulatory requirements (including giving evidence at a hearing);
  4. complying with an order from a court or tribunal to disclose or give evidence;
  5. making any other disclosure as required by law; or
  6. disclosing information to any person who owes a duty of confidentiality (which the Driver and the Operator agree not to waive) in respect of information disclosed to them, including legal or tax advisers or, in the Driver’s case, persons providing them with medical, therapeutic, counselling or support services.
Data protection
1. The Operator will collect and process information relating to the Driver in accordance with the privacy policy attached to this Agreement.
2. We are, of course registered with the Information Commissioner’s Office and our registration number is ZB498570
Intellectual property
1. The Driver hereby assigns to the Operator all existing and future Intellectual Property Rights in the Works and the Inventions and all materials embodying these rights to the fullest extent permitted by law. Insofar as they do not vest automatically by operation of law or under this agreement, the Driver holds legal title in these rights and inventions on trust for the Operator.
2. The Driver undertakes:
  1. to notify the Operator in writing full details of any Inventions promptly on their creation;
  2. to keep details of all Inventions confidential;
  3. whenever requested to do so by the Operator and in any event on the termination of the Engagement, promptly to deliver to the Operator all correspondence, documents, papers and records on all media (and all copies or abstracts of them) recording or relating to any part of the Works and the process of their creation which are in their possession, custody or power;
  4. not to register nor attempt to register any of the Intellectual Property Rights in the Works, nor any of the Inventions, unless requested to do so by the Operator; and
  5. to do all acts necessary to confirm that absolute title in all Intellectual Property Rights in the Works and the Inventions has passed, or will pass, to the Operator.
3. The Driver warrants to the Operator that:
  1. they have not given and will not give permission to any third party to use any of the Works or the Inventions, nor any of the Intellectual Property Rights in the Works;
  2. they are unaware of any use by any third party of any of the Works or Intellectual Property Rights in the Works; and
  3. the use of the Works or the Intellectual Property Rights in the Works by the Operator will not infringe the rights of any third party.
4. The Driver agrees to indemnify the Operator and keep it indemnified at all times against all or any costs, claims, damages or expenses incurred by the Operator, or for which the Operator may become liable, with respect to any intellectual property infringement claim or other claim relating to the Works or Inventions supplied by the Driver to the Operator during the course of providing the Services. The Driver shall maintain adequate liability insurance coverage and ensure that the Operator’s interest is noted on the policy, and shall supply a copy of the policy to the Operator on request. The Operator may at its option satisfy this indemnity (in whole or in part) by way of deduction from any payments due to the Driver.
5. The Driver waives any moral rights in the Works to which they are now or may at any future time be entitled under Chapter IV of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction, including (but without limitation) the right to be identified, the right of integrity and the right against false attribution, and agrees not to institute, support, maintain or permit any action or claim to the effect that any treatment, exploitation or use of such Works or other materials infringes the Driver’s moral rights.
6. The Driver acknowledges that, except as provided by law, no further fees or compensation other than those provided for in this agreement are due or may become due to the Driver in respect of the performance of their obligations under this 11.
7. The Driver undertakes, at the expense of the Operator, at any time either during or after the Engagement, to execute all documents, make all applications, give all assistance and do all acts and things as may, in the opinion of the Operator be necessary or desirable to vest the Intellectual Property Rights in, and to register them in, the name of the Operator and to defend the Operator against claims that works embodying Intellectual Property Rights or Inventions infringe third party rights, and otherwise to protect and maintain the Intellectual Property Rights in the Works and the Inventions.
8. The Driver irrevocably appoints the Operator to be their attorney in their name and on their behalf to execute documents, use the Driver’s name and do all things which are necessary or desirable for the Operator to obtain for itself or its nominee the full benefit of this clause.
Insurance and liability
1. The Driver shall ensure that any Insurance Policies are taken out with reputable insurers acceptable to the Operator and that the level of cover and other terms of insurance are acceptable to and agreed by the Operator.
2. The Driver shall comply with all terms and conditions of the Insurance Policies at all times. If cover under the Insurance Policies shall lapse or not be renewed or be changed in any material way or if the Driver is aware of any reason why the cover under the Insurance Policies may lapse or not be renewed or be changed in any material way, the Driver shall notify the Operator without delay.
Termination
1. Notwithstanding the provisions of 2.2, the Operator may terminate the Engagement with immediate effect with no liability to make any further payment to the Driver (other than in respect of amounts accrued before the Termination Date) if at any time the Driver:
  1. commits any gross misconduct affecting the Business of the Operator;
  2. commits any serious or repeated breach or non-observance of any of the provisions of this agreement or refuses or neglects to comply with any reasonable and lawful directions of the Operator;
  3. is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed);
  4. is in the reasonable opinion of the Operator negligent or incompetent in the performance of any Engagement;
  5. dies or is incapacitated (including by reason of illness or accident) from performing any Engagement for an aggregate period of 60 days in any 52-week consecutive period;
  6. where the Driver has not logged into the Driver App for a continuous period of 60 days;
  7. commits any fraud or dishonesty or acts in any manner which in the opinion of the Operator brings or is likely to bring the Driver or the Operator into disrepute or is materially adverse to the interests of the Operator;
  8. commits any breach of the Operator’s policies and procedures;
  9. commits any offence under the Bribery Act 2010; or
  10. commits a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Act 2017 or a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Act 2017.
2. The rights of the Operator under 13.1 are without prejudice to any other rights that it might have at law to terminate the Agreement or to accept any breach of this agreement on the part of the Driver as having brought the agreement to an end. Any delay by the Operator in exercising its rights to terminate shall not constitute a waiver of these rights.
Obligations on termination

On the Termination Date, the Driver shall:

immediately deliver to the Operator all Operator Property and original Confidential Information in their possession or under their control;
subject to the Operator’s data retention guidelines, irretrievably delete any information relating to the Business of the Operator stored on any magnetic or optical disk or memory (including but not limited to any Confidential Information) and all matter derived from such sources which is in their possession or under their control outside the premises of the Operator. This obligation includes requiring any Substitute to delete such information where applicable. For the avoidance of doubt, the contact details of business contacts made during the Engagement are regarded as Confidential Information and, as such, must be deleted from the personal social or professional networking accounts of the Driver or any Substitute; and
provide a signed statement that they have complied fully with their obligations under this 14, together with such evidence of compliance as the Operator may reasonably request.

Notices
1. Any notice given to a party under or in connection with this agreement shall be in writing and shall be:
  1. delivered by hand or by pre-paid first-class post or other next working day delivery service at the address given in this agreement or as otherwise notified in writing to the other party; or
  2. sent by email to the following addresses (or an address substituted in writing by the party to be served):
    1. Operator: [email protected]
    2. Driver:
2. Unless proven otherwise, any notice shall be deemed to have been received:
  1. if delivered by hand, at the time the notice is left at the address given in this agreement or given to the addressee; or
  2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
  3. if sent by email, at the time of transmission.
3. If deemed receipt under 15.2 would occur outside business hours in the place of receipt, it shall be deferred until business hours resume. In this 15.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
4. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
Entire agreement
1. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
2. Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
Variation

No variation of this agreement or of any of the documents referred to in it shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

Counterparts
1. This agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
2. No counterpart shall be effective until each party has delivered to the other at least one executed counterpart.
3. This agreement may be executed electronically.
Third party rights
1. Except as expressly provided elsewhere in this agreement, a person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
2. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any other person.
Governing law

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

Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

This document has been takes effect on the date stated at the beginning of it.

Signed…………………………….

Full Name:

Director, for and on behalf of Williams and Williams London Limited duly authorised by the Board

Dated:

Signed

Full Name

Driver, and in the case of a company or partnership duly authorised by the company and the other partners.

Dated:

Services

The Operator’s Business compromises:
- Pre – Booked Transportation Services where the Booking is made for a fixed date and time to take a Passenger to and from, for example, an airport or given location.
- ASAP and on demand Transportation Services where no prior notice is given of the Booking.
- Delivery Services.