Captain Agreement for Careem Technologies
1. Contractual Relationship
Careem Deliveries FZ LLC, a company incorporated in the United Arab Emirates with its registered office at Shatha Tower, Dubai Media City, P. O. Box. 500204, Dubai, United Arab Emirates and its affiliates (collectively, "Careem Technologies", "we", "us" or "our"), are not part of Uber Technologies Inc or its Group.
This Captain Agreement (“Agreement”) governs your use and access of the Careem Platform as a Careem Captain ("you", "your") and your provision of Delivery Services.
Your access and use of the Careem Platform as a Careem Captain constitutes your agreement to be bound by this Agreement and establishes a contractual relationship between you and your local Careem Technologies entity (“we”, “us”, “our”) while you are providing Delivery Services. If you do not agree to this Agreement, you may not access or use the Careem Platform or provide Delivery Services.
This Agreement expressly supersedes prior agreements or arrangements with you relating to your provision of Delivery Services via the Careem Platform. Careem Technologies may immediately terminate this Agreement with respect to you, or generally cease offering or deny access to the Careem Platform or any portion thereof, at any time for any reason without notice.
Supplemental terms may apply to certain Delivery Services, and such supplemental terms will be disclosed to you in separate country-specific disclosures or in connection with the applicable service(s). Supplemental terms are in addition to, and are deemed a part of, the Agreement for the purposes of the applicable service(s). Supplemental terms will prevail over these Terms of Use in the event of a conflict.
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE CAREEM PLATFORM.
Definitions:
"Affiliate" means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest, the majority of the voting rights of such entity, the ability of such entity to ensure that the activities and business of that Affiliate are conducted in accordance with the wishes of that entity or the right to receive the majority of the income of that Affiliate on any distribution by it of all of its income or the majority of its assets on a winding up.
"Captain ID" means the identification and password key assigned by the Careem Platform to you that enables you to use and access the Careem Captain App.
"Captain Provided Device" or "Device" means a mobile device owned or controlled by you : (a) that meets the then-current Careem Platform's specifications for mobile devices; and (b) on which the Careem Captain App has been installed as authorised by Careem Technologies.
"Careem Captain" means you while you are providing Delivery Services to Careem Users while using the Careem Platform.
"Careem Captain App" means Careem's mobile application that enables Careem Captains to access the Careem Services for the purpose of providing relevant services including Delivery Services and such application may be updated or modified by Careem at its discretion from time to time.
"Careem Technologies" means Careem Technologies Holding Ltd and its Affiliates.
"Careem User" means a natural or legal person that has completed the registration process to establish an account with Careem Platform
"Careem Wallet" means a stored value wallet made available to a Careem User through the Careem Platform in accordance with the terms of use of Careem Platform. .
"Careem Platform" means collectively the Careem Captain App, Careem Customer App/Everything App website, call centre and technology platform.
"Careem Services" means the electronic services rendered by Careem Technologies through the Careem Platform, being on-demand intermediary and related services that enable Careem Captains to to seek, receive and fulfil on demand requests for Delivery Services. "Change for Careem Wallet" is defined in Clause 5(I)(c) below.
"Delivery Services" means delivering goods and/or products ordered through the Careem Platform from a Origin Address to the Careem User's chosen delivery address or Recipient. This includes but is not limited to food, groceries, electronics, home goods, clothing, gifts, flowers, pharmaceuticals or any other products, sold by third-party merchants as displayed on the Careem Platform or otherwise instructed by the Careem User.
"Destination Address" means the destination address identified in the Careem Captain App for the delivery of items.
"Fare" means a fare charged by you for each instance of completed Delivery Services.
"Fleet Company" means a transportation/delivery company being either (a) an independent company in the business of providing transportation/delivery services; or (b) a fleet partner, being either an individual, a sole proprietorship or any other corporate entity facilitating the provision of transportation for delivery services through third party transportation providers employed or contracted by such fleet partner.
"Merchant Fee" means the price determined by a merchant selling items through the Careem Platform to be delivered by you.
Origin Address" means the location indicated in the Careem Captain App from where you are required to pick up any item including any product, package and/or good.
"Personal Data" means the personal data processed made available to you by Careem in connection with this Agreement.
"Service Fee" means the sum charged and due to Careem in consideration of the Careem Services, as notified to you via email or otherwise made available electronically by Careem from time to time for the applicable Territory.
"Trip" means a trip carried out by a Captain to provide Delivery Services via the Careem Platform from one geographic location to another geographic location.
"Territory" means the country in which you receive requests for Delivery Services.
2. The Careem Platform
2.1. License
Subject to your compliance with this Agreement, Careem Technologies grants you a limited, non-exclusive, non-sub-licensable, revocable, non-assignable, royalty-free, non-transferrable license, during the term of this Agreement to: (i) access and use the Careem Platform on your mobile device solely to provide the Delivery Services; and (ii) access and use any content, information and related materials that may be made available to you through the Careem Platform, in each case solely to provide the Delivery Services. Any rights not expressly granted herein are reserved by Careem Technologies and its licensors. Subject to your compliance with this Agreement, Careem Technologies grants you a limited license to use, wear, or display Careem Technologies name or logo on your vehicle or clothing and to use signaling lights, stickers, decals, or other such materials displaying Careem Technologies name or logo (collectively “Careem Technologies Branded Materials”) that are provided or made available to you by Careem Technologies (“Authorized Careem Technologies Branded Materials”) when providing Delivery Services solely for the purpose of identifying yourself. You agree not to (i) use, wear, or display Careem Technologies Branded Materials that are not Authorized Careem Technologies Branded Materials (ii) purchase, accept, offer to sell, sell or otherwise transfer Careem Technologies Branded Materials that are not Authorized Careem Technologies Branded Materials or (iii) offer to sell or sell, or otherwise transfer Authorized Careem Technologies Branded Materials, without Careem Technologies prior written permission, or (iv) display Careem Technologies Branded Materials when you are not accessing the Platform. You agree to destroy and discard or return (if requested) any Careem Technologies Branded Materials if your account is deactivated and/or if you lose access to the Careem Platform.
2.2. Restrictions
You may not and shall not allow any other party to: (i) remove any copyright, trademark or other proprietary notices from any portion of the Careem Platform; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, sub-license, lease, sell, resell, transfer, assign, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Careem Platform except as expressly permitted by Careem; (iii) decompile, reverse engineer or disassemble the Careem Platform except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Careem Platform; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Careem Platform or unduly burdening or hindering the operation and/or functionality of any aspect of the Careem Platform; (vi) send spam or otherwise duplicative or unsolicited messages; (vii) access the Careem Platform or the Careem Technologies Services to (a) design or develop a competitive or substantially similar product or service, or (b) copy or extract any features, functionality, or content thereof; (vii) attempt to gain unauthorized access to or impair any aspect of the Careem Platform or its related systems or networks; (ix) create or register any (a) businesses, (b) URLs, (c) domain names, (d) software application names or titles, or (e) social media handles or profiles that include Careem Technologies Names, Marks, or Works or any confusingly or substantially similar mark, name, title, or work; (x) use Careem Technologies Names, Marks, or Works as your social media profile picture or wallpaper; (xi) purchase keywords (including, but not limited to Google AdWords) that contain any Careem Technologies Names, Marks, or Works; (xii) apply to register, reference, use, copy, and/or claim ownership in Careem Technologies 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 above;
2.3. Ownership:
The Careem Platform, any related data, and all rights therein, including any intellectual property rights, are and will remain Careem Technologies property, its Affiliates or their respective licensors. Neither this Agreement nor your use of the Careem Platform convey or grant to you any rights: (i) in or related to the Careem Platform except for the limited license granted above; or (ii) to use or reference in any manner Careem Technologies company names, logos, product and service names, trademarks or services marks or those of Careem Technologies licensors.
3. Use of the Careem Platform
3.1. Captain IDs:
You will be issued a Captain ID Account by Careem Technologies to enable the Careem Captain to access and use the Careem Captain App on a Device in accordance with this Agreement. The Careem Captain will maintain his or her Captain ID Account in confidence and inform us immediately of any actual or suspected breach or improper use or disclosure of the Captain ID Account or the Careem Captain App.
3.1.1. To obtain a Careem Captain ID Account, you must be at least 18 years old or the age required to drive in the jurisdiction in which you intend to provide Delivery Services and hold a valid driving licence for the jurisdiction in which you intend to provide Delivery Services. You agree to maintain accurate, complete, and up-to-date information in your Account, and to submit all required information to allow us to communicate with you as needed. Your failure to maintain accurate, complete, and up-to-date Account information may result in your inability to access and use the Careem Platform or our termination of this Agreement with you. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by us in writing, you may only possess one Account. You further acknowledge that we maintain full right and discretion to suspend and/or block your Account at any time, without notice, in the event it reasonably believes that you have been blocked or suspended on any other Platform due to security concerns or insufficient driver rating.
3.1.2. You further acknowledge that we maintain full right and discretion to restrict your access to the Careem Platform at any time, without notice, in the event your access has been blocked or put on hold on the Careem Rides Services due to security, safety or fraud concerns.
3.2. Your Relationship with Careem Technologies and Careem Users
3.2.1. Except as otherwise expressly provided herein with respect to Careem Technologies acting as the limited payment collection agent solely for the purpose of collecting payment from Careem Users on behalf of You, the relationship between you and us under this Agreement is solely that of independent contractors. You expressly agree that: (a) this Agreement is not an employment agreement, nor does it create an employment relationship (including from a labour law, tax law or social security law perspective), between any entity of our entity and the You; and that (b) no joint venture, partnership, or agency relationship exists between us and you.
3.2.2. You have no authority to bind us or any of our Affiliate and you undertake not to hold yourself out as an employee, agent or authorized representative of the Careem Technologies Group. The relationship between us and you is limited to that of a contractor-subcontractor relationship.
3.2.3. You expressly acknowledge and agree that by agreeing to this Agreement, You intend to perform Delivery Services in a non-incidental manner and, as such, Careem Technologies will consider the Careem Captain to be a taxable person in accordance with all applicable VAT and indirect tax legislation.
3.2.4. Careem Technologies does not, and shall not be deemed to, direct or control the Careem Captain generally or in Careem Captain's performance of Delivery Services. Careem Captain acknowledges that Careem Technologies does not control, or purport to control: (a) when or for how long the Careem Captain will utilize the Careem Captain App or the Careem Services; or (b) the Careem Captain's decision, via the Careem Captain App, to attempt to accept or to decline or ignore a User's request for Delivery Services, or to cancel an accepted request for Delivery Services, via the Careem Captain App , subject to Careem Technologies then-current cancellation policies. The Careem Captain may be deactivated or otherwise restricted from accessing or using the Careem Captain App or the Careem Services in the event of a violation of this Agreement, or the Careem Captain's disparagement of the Careem Technologies Group, or the Careem Captain's act or omission that causes harm to the Careem Technologies Group's brand, reputation or business as determined by the Careem Technologies Group in its sole discretion. Careem Technologies also retains the right to deactivate or otherwise restrict Careem Captain from accessing or using the Careem Captain App or the Careem Services for any other reason at the sole and reasonable discretion of Careem Technologies.
3.2.5. YOU ACKNOWLEDGE THAT NEITHER CAREEM TECHNOLOGIES NOR ITS AFFILIATES PROVIDE LOGISTICS SERVICES OR FUNCTION AS A CARRIER OR COURIER SERVICE AND THAT ALL SUCH SERVICES ARE PROVIDED BY YOU AS AN INDEPENDENT THIRD PARTY CONTRACTOR WHO IS NOT EMPLOYED BY CAREEM TECHNOLOGIES OR ANY OF ITS AFFILIATES.
3.3. Network Access and Devices:
In respect of any Captain-Provided Device(s), Careem Captain acknowledges that Careem Technologies is not responsible for the acquisition, cost or maintenance of any such Captain-Provided Device(s) or any necessary wireless data plan. Careem Captain agrees that: (i) use of the Careem Captain App on a Captain-Provided Device requires an active data plan with a wireless carrier associated with the Captain-Provided Device, which data plan will be provided by the Careem Captain at his or her own expense; and (ii) use of the Careem Captain App on a Captain-Provided Device as an interface with the Careem Technologies may consume very large amounts of data through the data plan. Careem Technologies advises that Captain-Provided Devices only be used under a data plan with unlimited or very high data usage limits, and Careem Technologies shall not be responsible or liable for any fees, costs or overage charges associated with any data plan.
3.4. Careem will provide you with:
(i) lead generation and related services, connecting you with Platform Users; and (ii) a license to the Careem Platform through which Careem will provide you the aforementioned electronically-supplied intermediation services; For the purpose of Delivery Services, we will be a disclosed principal and agree to appoint you, as a subcontractor, to act on behalf of the Careem User.
3.5. Services by Careem Captain
When You are active on the Careem Captain App, You may receive request to provide Delivery Services via the Careem Captain App from Careen Users. If you accept a Careem User’s request for Delivery Services, you will be provided with certain Careem User information via the Careem Captain App. You acknowledge and agree that once you have accepted a User’s request for Delivery Services, the Careem Services may provide certain information about You to the User, including your first name, contact information, photo and location. You agree not to contact the Careem User or use any of the Careem User’s personal data for any reason other than for the purposes of fulfilling Delivery Services.You will provide such services directly to the specified destination or destinations (in the case of multiple orders), as directed, without unauthorised interruption or unauthorised stops.
3.6. Location Based Services
Careem Captain acknowledges and agrees that his or her geo-location information must be provided to Careem Technologies via a Device in order to provide the Delivery Services. The Careem Captain acknowledges and agrees that: (a) his or her geo-location information will be monitored and tracked by Careem Technologies when the Careem Captain is logged into the Careem Captain App and available to receive requests for Delivery Services, or when Careem Captain is providing Delivery Services; and (b) the approximate location of the Careem Captain's Vehicle will be displayed to the User before and during the provision of Delivery Services to such User. In addition, Careem Technologies may monitor, track and share Your geo-location information obtained by the Careem Captain App and Device for safety, security, technical, marketing and commercial purposes, including to provide and improve Careem Technologies products and services.
3.7. Delivery
To ensure successful deliveries, you agree that you will deliver any items to the Destination Address.. You are required to use the Licensed Platform to obtain proof of and record a completion of a Trip. In case of an incomplete address or no initial response from Recipient, you agree to call the Recipient at least once. If the item cannot be delivered, you are required to flag it as an undeliverable item on the Careem Captain App. Unless otherwise communicated by Careem or the Platform User, you are required to return undelivered items to the Origin Address on the same day on which you collected the item.
3.8. Package Tampering or Loss
You may refuse to collect or transport a product if any item's packaging is tampered or otherwise damaged. You will transport the items safely to the Destination Address without tampering or damaging the packaging or the product, and without accident, collision, harassment, or injury caused by you or any third party. You will be responsible to compensate and you agree to compensate Careem or Platform User for the actual cost of lost, damaged, or stolen Products whilst in your possession (including without limitation the replacement cost of the goods and direct costs associated with the original packaging, handling, and shipping).
3.9. Careem Standards
You are required to meet certain Careem standards, including but not limited to wearing the appropriate branded clothing, providing excellent customer care and carrying out Delivery Services in a vehicle which meets the quality standard required by Careem. Careem makes available a full list of such standards at your local Careem office (the "Careem Standards"). You are responsible for expenses and charges associated with failing to meet any Careem Standard and as a result Careem will deduct an amount for violation of a Careem Standard from any fees payable to you. Careem reserves the right to update Careem Standards from time to time without written notice.
4. Captains and Vehicles
4.1. Applicable Law, Authorizations and Insurance:
You represent, warrant and undertake that: (i) your use of the Careem Platform will be in compliance with all applicable Laws (ii) you hold and will maintain all required permits (including residence permits), licences, consents, registrations (whether from a sponsor, registered transport service provider, governmental agency or otherwise) and other governmental authorizations necessary for conducting, carrying out and continuing to use the Careem Platform and providing Delivery Services as applicable, including a valid driver's licence for the jurisdiction in which you are providing Delivery Services as applicable to Careem Users and/or using the Careem Platform, and all expressly required commercial licences, if any, required by applicable law and (iii) you have and will maintain a valid insurance policy for the appropriate liability insurance and such other insurances as are considered market practice in your jurisdiction (all in industry standard coverage amounts, providing protection against bodily injury and property damage, and not less than the minimum coverage amounts required by applicable law) in order to use the Careem Platform and provide Delivery Services to Careem Users.
4.2. Vehicle suitability and Maintenance
You represent, warrant and undertake that you will provide Delivery Services to Careem Users in a vehicle which is suitable in all material ways for the Delivery Services. The vehicle to be used by you for the Delivery Services must be registered as per the local regulations, whether under your personal name as a commercial or private vehicle respectively (or if not so registered, you must hold a valid power of attorney giving you the legal right to drive the relevant vehicle) or under the name of a registered transport service provider in your jurisdiction of operation. Requirements relating to the vehicle's engine capacity and age will be notified to you by Careem Technologies representatives and you must comply with such requirements at all times.
You represent, warrant and undertake that you will provide Delivery Services in a vehicle which is: (i) kept in good operating condition and meets the industry safety standards for a vehicle of its kind in your jurisdiction (ii) is lawfully operated by you and (iii) complies with relevant regulations issued by the competent authority in the jurisdiction in which you provide Delivery Services to Careem Users.
You will be exclusively responsible for maintenance of your vehicle. You will be responsible to obtain a full inspection of your vehicle from a service provider and will keep your vehicle's technical inspections certificate from the relevant government authorities.
4.2.1. Road Safety
While providing Delivery Services, you will not: (i) engage in reckless behaviour while driving (ii) operate a vehicle that is unsafe to drive (iii) permit an unauthorized third party to accompany you in the vehicle (iv) be under the influence of alcohol or narcotics, or (v) take any action or omit to take any action that harms or threatens to harm the safety of Careem Users, any third party or any property.
4.2.2. Briefings
You understand and agree that Careem Technologies may ask you to attend briefings in respect of the Careem Platform and the provision of Delivery Services to Careem Users via the Careem Platform. Any such briefing will be without prejudice to your obligations under this Agreement and Careem will have no responsibility or liability for your acts, performance or behaviour.
4.2.3. Fraudulent activity
You will not attempt to defraud Careem Technologies, its Affiliates or Careem Users. If we suspect that you have engaged in fraudulent activity, we may restrict your account and withhold amounts or payments owed to you while we conduct an independent investigation into the suspected behaviour. We reserve the right to take any appropriate measures including but not limited to terminating this Agreement with you, notifying the relevant authorities and / or filing criminal charges against you.
4.2.4. Confidentiality
You agree to treat all information concerning Careem Technologies and its Affiliates and all information concerning Careem Users which has been provided to you as confidential information and you will not, except as provided in this Agreement, disclose, use or permit the disclosure or use of such information to any third party.
4.2.5. Processing of Personal Data
You understand and agree that to enable you to provide Delivery Services to Careem Users, Careem Technologies or Careem Users will share data regarding Careem Users or Recipients respectively, including Personal Data. With respect to this data, You agree to: (i) limit your use of the data for the purposes it was originally provided to you by Careem Technologies; (ii) refrain from retaining the data after the purpose has been fulfilled, for example, once the Trip is completed or a delivery has been made; (iii) refrain from transferring, disclosing or otherwise make available the data to a third party or aggregate the data, unless you have obtained express prior written approval from Careem Technologies; and (iv) always remain compliant with the applicable data protection laws in your jurisdiction. For avoidance of any or all doubt, the sharing of any login credentials to a web portal / account constitutes a breach of this clause and a material breach of this Agreement. For further information, please refer to Careem Technologies Privacy Policy here.
4.2.6. Careem Captains Associated with Fleet Companies
In some territories, the Careem Captain is an individual who has either (a) entered into a separate oral or written contractual agreement with a Fleet Company to perform delivery services for or on behalf of the Fleet Company or in connection with a vehicle lease or other arrangement; or (b) an employee of the Fleet Company who has entered into an employment agreement with the Fleet Company to perform delivery services for the Fleet Company. In such instances, the Careem Captain acknowledges and agrees that Careem Technologies will remit the Careem Captain's earnings from providing the Delivery Services (including Gratuities) to the Fleet Company unless instructed by the Fleet Company to remit directly to the Careem Captain on behalf of the Fleet Company. The Careem Technologies Group shall have no liability whatsoever with respect to the Fleet Company's dealings with the Careem Captain including where the Fleet Company does not remit the Careem Captain's earnings to you. Further, you also acknowledge and agree that Careem Technologies is authorised to share with the Fleet Company any data relating to trips or the Careem Captain data arising from or in connection with the Careem Captain's access and/or use of the Careem Services including but not limited the Careem Captain's provision of the Delivery Services with the Fleet Company. The parties expressly agree that: (a) this Agreement is not an employment agreement, nor does it create an employment relationship (including from a labour law, tax law or social security law perspective), between the Careem Technologies and the Careem Captain or the Careem Technologies and any Fleet Company; and (b) no joint venture, partnership, or agency relationship exists between the Careem Technologies and the Fleet Company or the Careem Technologies and any Careem Captain. The Fleet Company shall have the sole responsibility for any obligations or liabilities to Careem Captains that arise from its relationship with its Careem Captains (including provision of Delivery Services).
5. Payment Terms, Deductions, Gratuities and Taxes
5.1. Methods of payment
You acknowledge and agree that Careem Users may make payments through their Careem Wallet, credit or debit card, or through cash payments.
5.2.
a) Change for Careem Wallet: Where a Careem User has chosen cash as the payment method, you acknowledge and agree that: (i) Careem User will pay directly rather than through the Careem Platform; (ii) you will have sole responsibility for collecting the sum of the Merchant Fee and Service Fee from each Careem User and for providing the correct change, as appropriate, to such Careem User; (iii) you will retain the cash at your own risk, and (iv) you acknowledge and agree that Careem will deduct the amounts owed by you to Careem as: (iv.i) Merchant Fees and Service Fees from the Delivery Service Fees; (iv.ii) change for Careem Wallet (owing to Careem); and (iv.iii) the amount of any refund owing to a Careem User or amounts owing to Careem from payments that Careem is required to make to you. For the avoidance of doubt, any Change for Careem Wallet does not constitute a tip from the Careem User to you. The Careem Captain App will reflect the Total Payment Received and will specify the amount attributable to the Careem User's Careem Wallet as 'credits'.
Where the Careem User receives their change as Change for Careem Wallet: (i) the amount of such Change for Careem Wallet will constitute a debt owing by You to Careem; (ii) any Change for Careem Wallet will be deducted from the Fare (together with any other amounts agreed between us as being deductible from the Fare) prior to remittance of amounts due to You under this Agreement.
For the avoidance of doubt, no service fee may be charged by You in respect of collection of amounts constituting Careem Wallet payments. Careem will bear no liability or responsibility for miscalculations, errors or inaccuracies in the calculation of payments constituting Change for Careem Wallet and/or the incorrect entry of amounts representing Change for Careem Wallet into the Careem Captain App by you. You agree and acknowledge that any loss or liability incurred as result of your error, miscalculation or inaccuracy in calculating or entering the amounts constituting Change for Careem Wallet into the Careem Captain App will be at your own risk and you further agree that Careem will bear no liability for errors, loss or liability which you may incur as a result of such actions.
b) Collection of underpayments in cash: You agree that notwithstanding Careem Technologies role to facilitate the payment of orders using non cash payment methods and to act as limited collection agent for you, where a Careem User selects cash as his or her payment method for an order, it is your (and not Careem Technologies 's) obligation to collect such amounts. You agree and acknowledge that at the time of payment for an order you may be notified via the Careem Captain App that the Careem User has incurred a negative balance comprising the total cumulative amount of any Underpayments incurred by the Careem User on their account up to (but excluding) the current transaction (the "User Negative Balance"). In such circumstances: (i) the Careem App will reflect that the total amount owing by the Careem User comprises of: (a) the transaction amount owing for that order; and (b) the User Negative Balance owing to Careem Technologies ; and (ii) in case of some Delivery Services, you may be asked to return back the package or product(s) to point of collection. You are under no obligation to compel or demand payment for the User Negative Balance from the User. However, where the Careem User pays the Careem User Negative Balance in cash and you accept such cash, you acknowledge and agree that such funds will be settled with Careem Technologies as part of the set off set out below, as determined by Careem Technologies and notified to you from time to time.
c) Collections and Payment: Set off: You acknowledge and agree that at the end of each week, Careem Technologies will calculate : (a) (i) the total amount received by Careem Technologies constituting payments made by Careem Users to You, as the case may be for the provision of Delivery Services using a non-cash payment method including any Gratuities plus (ii) such other amounts which Careem Technologies (in its sole discretion) agrees to pay to you, as the case may be less (iii) the Service Fees owing with respect to the Fares paid using non-cash payments less (iv) such other deductible amounts which you and Careem Technologies have agreed to deduct from the Fare prior to remittance ("Careem Remittance Amount"); and this Careem Remittance Amount will be set off against (b)(i) Service Fees owing to Careem Technologies with respect to cash Fares, plus (ii) total Change for Careem Wallet owed by You, plus (iii) User Negative Balance paid to you in cash, less (iv) such other deductible amounts which you and Careem Technologies have agreed to deduct from the Fare ("Driver Remittance Amount"). Where the Careem Remittance Amount is greater than the Driver Remittance Amount, the parties understand that Careem Technologies will remit the net amount (being the difference) to you. For the avoidance of doubt, you understand that where the Driver Remittance Amount is greater than or equal to the Careem Remittance Amount, Careem Technologies will have no further obligation to pay or remit funds to you. You will continue to be fully liable for any amounts outstanding and owing to Careem Technologies until such amounts have been fully settled with Careem Technologies.
d) Recording of non-payments: In the event that a Careem User has insufficient funds to pay for a transaction (whether in whole or part, each such event is considered an "Non-Payment"), you acknowledge and agree to return the package to the original pick-up point (unless otherwise agreed to with Careem) and Careem will record an amount equivalent to the Non-Payment as a negative balance on the Careem User's account. Careem may from time to time deactivate Non-Payments as a specific feature available to you.
e) Pricing, Fees and User Payment: The third-party merchants determine the prices charged to Careem Users for products listed in a relevant Menu ("Merchant Fee"). The pricing for Delivery Services ("Delivery Services Fee") is determined either on a per trip basis and/or distance travelled basis in kilometres or miles, depending on the jurisdiction in which you are providing Delivery Services. You will be responsible for any taxes or charges payable with respect to the Delivery Services Fee.
Careem reserves the right to charge a separate fee for use of the Careem Platform (the "Service Fee"). If Careem charges a Service Fee, for cash trips it is your responsibility to deliver such Service Fee to Careem on the terms determined by Careem and notified to you from time to time by a Careem representative.
Careem bears no responsibility for the collection of any Delivery Fares or other amounts, including cash Fares and Change for Careem Wallet, from Careem Users or you.
5.3. Gratuities
You may have the option to receive an additional discretionary payment from Careem Users through the Careem Platform ("Gratuity"). Any such Gratuities are provided at the sole discretion of a Careem User, and Careem Technologies does not guarantee that you will receive Gratuities from Careem Users. Gratuities payable to you will be remitted to you on at least a weekly basis. Careem Technologies will also make available the details of the Gratuity amounts received by you via the Careem Captain App.
5.4. Taxes
You acknowledge and agree that you are required to: (i) complete all tax registration obligations and calculate and remit all tax liabilities related to the provision of Delivery Services as required by applicable law; and (ii) provide Careem Technologies with all relevant tax information (including your valid VAT number applicable by law). You further acknowledge and agree you are responsible for taxes on your own income arising from the performance of Delivery Services. Notwithstanding anything to the contrary in this Agreement, Careem Technologies may in its reasonable discretion based on applicable tax and regulatory considerations, collect and remit taxes resulting from your provision of Delivery Services and/or provide any of the relevant tax information you have provided pursuant to the foregoing requirements in this Clause 4.4 directly to the applicable governmental tax authorities or Careem Users on your behalf. Furthermore, you acknowledge and agree that where Careem Technologies is required to withhold any taxes on your income, whether on Fares paid by a Careem User through cash, a payment card, the Careem Wallet, or other payment means other than cash, or on any amounts payable by Careem Technologies to you, you will cooperate fully to enable Careem Technologies to meet its withholding obligations, including remitting the required taxes to Careem Technologies .
5.5. Receipts
Third-party merchants will issue a receipt with respect to the Merchant Fee, which receipt will be attached to the package delivered to the Careem User. Upon the completion of a Trip, where applicable or required by local law, Careem prepares a tax invoice in respect of its Service Fee and issues such receipt electronically to the Careem User.
5.6. Additional terms
The Service-Specific Terms specify the additional terms that apply depending on the type of Captain Service you are providing on the Careem Platform.
6. Disclaimers, Limitation of Liability and Indemnity
a) Disclaimer: THE CAREEM PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." CAREEM TECHNOLOGIES AND ITS AFFILIATES DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, NOT EXPRESSLY SET OUT IN THIS AGREEMENT, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, CAREEM TECHNOLOGIES AND ITS AFFILIATES MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE CAREEM PLATFORM OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE CAREEM PLATFORM, OR THAT THE CAREEM PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE. NEITHER CAREEM TECHNOLOGIES NOR ITS AFFILIATES GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF CAREEM USERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE CAREEM PLATFORM, AND ANY SERVICE OR GOOD REQUESTED OR PROVIDED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
b) Limitation of Liability: NEITHER CAREEM TECHNOLOGIES NOR ITS AFFILIATES SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE CAREEM PLATFORM, EVEN IF CAREEM TECHNOLOGIES OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER CAREEM NOR ITS AFFILIATES SHALL BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE CAREEM PLATFORM OR YOUR INABILITY TO ACCESS OR USE THE CAREEM PLATFORM; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY CAREEM USER, EVEN IF CAREEM TECHNOLOGIES AND ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER CAREEM TECHNOLOGIES NOR ITS AFFILIATES SHALL BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND CAREEM'S REASONABLE CONTROL. IN NO EVENT SHALL CAREEM'S OR ITS AFFILIATES' TOTAL LIABILITY TO YOU IN CONNECTION WITH THE DELIVERY SERVICES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED ONE THOUSAND UNITED STATES DOLLARS.
YOU AGREE THAT CAREEM TECHNOLOGIES HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY DELIVERY SERVICES AS APPLICABLE PROVIDED BY YOU TO CAREEM USERS OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT.
c) Indemnity: You agree to indemnify and hold Careem Technologies and its Affiliates, officers, directors, employees and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys' fees) arising out of or in connection with: (i) your use of the Careem Platform or services or goods provided through your use of the Careem Platform; (ii) your provision of Delivery Services; (iii) your breach or violation of any of this Agreement; or (iv) your violation of the rights of any third party, including Careem Users.
7. Dispute Resolution
a) Arbitration: You agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof or the use of the Careem Platform (collectively, "Disputes") will be settled by binding arbitration between you and any relevant Careem Technologies Affiliate in your jurisdiction, or between you and Careem Technologies Holding Ltd if no other Affiliate is incorporated in your jurisdiction, except that each party retains the right to equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and Careem Technologies are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class action or representative proceeding. Further, unless both you and Careem Technologies (or a relevant Affiliate) otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" section will be deemed void. Except as provided in the preceding sentence, this "Dispute Resolution" section will survive any termination of this Agreement. This "Dispute Resolution" section applies to all Disputes (as defined below) between you and Careem and/or any of its Affiliates.
b) Arbitration Process and Rules: Any dispute, conflict, claim or controversy arising out of or broadly in connection with or relating to the Careem Platform, your provision of Delivery Services as applicable or this Agreement, including those relating to its validity, its construction or its enforceability (any "Dispute") will be first mandatorily submitted to mediation proceedings under the International Chamber of Commerce Mediation Rules ("ICC Mediation Rules"). If such Dispute has not been settled within sixty (60) days after a request for mediation has been submitted under such ICC Mediation Rules, such Dispute can be referred to and will be exclusively and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce ("ICC Arbitration Rules"). The ICC Rules' Emergency Arbitrator provisions are excluded. The Dispute will be resolved by one (1) arbitrator to be appointed in accordance with the ICC Rules. The place of both mediation and arbitration will be in the city in which the applicable Affiliate with which you have a Dispute has its registered office. The language of the mediation and/or arbitration will be English, unless you do not speak English, in which case the mediation and/or arbitration will be conducted in both English and your native language. The existence and content of the mediation and arbitration proceedings, including documents and briefs submitted by the parties, correspondence from and to the International Chamber of Commerce, correspondence from the mediator, and correspondence, orders and awards issued by the sole arbitrator, will remain strictly confidential and will not be disclosed to any third party without the express written consent from the other party unless: (i) the disclosure to the third party is reasonably required in the context of conducting the mediation or arbitration proceedings; and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein.
8. Other Provisions
8.1. Choice of Law
This Agreement is governed by and construed in accordance with the laws of the jurisdiction in which the relevant Affiliate is incorporated, without giving effect to any conflict of law principles, except as may be otherwise provided in supplemental terms applicable to such jurisdiction.
8.2. Notice
Careem may give notice by means of a general notice on the Careem Platform, electronic mail to your email address in your Account, or by written communication sent to your address as set forth in your Account. You may give notice to Careem or its Affiliates by written communication submitted at help.careem.com.
8.3. General
You may not assign or transfer this Agreement in whole or in part without Careem's prior written approval. You give your approval to Careem for it to assign or transfer this Agreement in whole or in part, including to: (i) a subsidiary or affiliate; (ii) an acquirer of Careem's equity, business or assets; or (iii) a successor by merger. No joint venture, partnership, employment or agency relationship exists between you, Careem, its Affiliates or any User as a result of the contract between you and Careem or use of the Careem Platform.
If any provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof will to that extent be deemed not to form part of this Agreement but the legality, validity and enforceability of the other provisions in this Agreement will not be affected. In that event, the parties will replace the illegal, invalid or unenforceable provision or part thereof with a provision or part thereof that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable provision or part thereof, given the contents and purpose of this Agreement.
This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In this Agreement, the words "including" and "include" mean "including, but not limited to."
Careem may amend this Agreement unilaterally and in its sole discretion from time to time. Amendments will be effective upon Careem's posting of such updated Agreement at this location. Your continued access or use of the Careem Platform after such posting constitutes your consent to be bound by this Agreement, as amended.