uberCHAPCHAP branding opportunity: Terms and Conditions

Please see the terms and conditions for the uberCHAPCHAP branding incentive:

Uber B.V., a private limited liability company incorporated under the laws of the Netherlands (registration number 56317441), whose registered address is Meester Treublaan 7, 1097 DP Amsterdam, the Netherlands (“Uber”) (together the “Parties“ and each a “Party”).

Partner runs one or more vehicles for rendering of services on non-scheduled passenger motor transportation (“Vehicles”). The Partner shall render to Uber the services on placement of the advertising displays and (or) advertising materials provided by Uber on the designated Vehicle(s) exclusively for the duration of this Agreement for advertising Uber mobile application in and (or) outside the Vehicle(s). Uber shall accept the services rendered by the Partner and pay for these services in accordance with the procedure and terms set by this Agreement.

The list of designated Vehicles shall be agreed by the authorized representatives of both parties in the regular course of business via email exchange after signing the present Agreement. In the list the parties shall specify registration numbers for every Vehicle. The Parties hereby acknowledge and give their consent that correspondence via e-mails and/or short message service (SMS) indicated hereinto allows to be sure in authenticity of documents and messages being transmitted, as well as to be sure in receiving of such documents and messages. The Parties hereby guarantee that only the persons duly authorized to negotiate the list of designated Vehicles and to perform any other legally binding actions are given an access to the mentioned email addresses. Uber may also provide the option for Partner to execute the agreement through the Uber application.

(1) The advertising displays and advertising materials (“Ads”) will be in accordance with the specifications, including size and appearance, as directed by Uber and specified in Annex 1, which becomes part of this Agreement.

(2) The Ads and additional equipment, such as, stickers and hangers, provided by Uber, will remain the property of Uber. Flyers or other giveaways that are supposed to be taken by the users of the Uber mobile application  become property of said users upon removing such items from the Vehicle.

(1) Uber will bear the costs of the installation of the Ads and additional equipment as set out in Annex 1 and may carry out the first arrangement thereof. Details, date of installation and first setting shall be mutually agreed between the Parties.

(2) Installation of the Ads, additional equipment and the first arrangement thereof, shall be performed by Partner.

(1) For rendering of services on placement of Ads on the designated Vehicles according to Section 2 of this Agreement, Uber will pay Partner fixed monthly remuneration fee equal to Kenya Shillings 4000,  which includes any applicable sales, use or value-added taxes, for each Vehicle where the Ads are placed. Uber shall also pay for any levies required by the Nairobi City County.

(2) Partner agrees to invoice Uber for services rendered on a monthly basis. Each invoice should include the amount to be paid, date, description of the rendered services, Uber’s and Partner’s details, unique invoice number.

(3) Each invoice is subject to 30 (thirty) days’ payment term from the date that Uber receives the complete and correct invoice from Partner.

(4) Payment by Uber shall be by way of [agreement between Uber and Partner]. Partner agrees that Uber shall retain the right to set off any monies owed to the Partner herein with those owed to Uber by the Partner.

(1) Partner is obliged to render the services on placement of Ads on the designated Vehicle(s).

(2) Partner shall handle the Ads and additional equipment provided by Uber with care and keep them, as well as its Vehicle(s), in a clean and proper condition. For the avoidance of doubt, Ads shall be placed inside and (or) outside of each designated Vehicle always, irrespective of whether the Vehicle is used for non-scheduled passenger motor transportations at that specific time or not.
(3) Partner will inform Uber about damages of the Ads or additional equipment immediately via email specified in Section 2 hereof.
(4) If the Partner is not the actual owner of the designated Vehicle, he herewith guarantees that he obtained the consent of the owner for the installation of the Ads and additional equipment on his Vehicle, and is duly authorized to enter into this Agreement according to the applicable Kenyan laws.

(1) Uber shall be entitled to inspect the conditions of the Vehicles designated in accordance with  Section 2 of this Agreement, without prior notice.

(2) Uber bears the costs for maintenance, repair and change of Ads or additional equipment, as mentioned in Section 3 of this Agreement. Therefore, Partner will provide his Vehicles(s) for such maintenance, repair and change of Ads or additional equipment at a time and in the place mutually agreed by the Parties.

Uber grants Partner a limited, non-transferable, non-exclusive right to use and publicly display Uber Ads according to Section 3 of this Agreement (including any trade names, trademarks and service marks shown), limited to Nairobi, during the term of and solely in connection with this Agreement.

(1) This Agreement shall take effect as from being signed by both parties.

(2) The Agreement shall have a term of six (6) months and thereinafter is automatically renewed for the same term, only if neither Party informs another one about refusal to renew the term upon 30 days’ notice prior to date of expiration of the term of this Agreement.
(3) This Agreement shall terminate automatically, if Partner enters into a contract for placement on another advertisement inside or outside his Vehicle(s), especially but not limited to advertising by competitors of Uber. This provisions does not apply to non-contractual advertising and advertising of Partner’s services or branded working material such as receipt books or pens as long as it does not interfere the brand image of Uber or the advertising effect of the Ads.
(4) Either Party is fully entitled to refuse from (terminate) the Agreement unilaterally without any cause after providing the other party with 30 days’ notice.
(5) Uber is entitled to refuse from (terminate) the Agreement unilaterally extrajudicially and with an immediate effect, if one of the following events occur:
1. the Partner infringes its obligations pursuant to Section 6 of this Agreement on a sustained basis or in the case of other serious infringements of a duty. Uber retains the discretion of determining what a serious breach constitutes;
2. in the case of less serious infringements of a duty by Partner, despite having been cautioned by Uber, Partner continues or repeats the conduct objected to or fails to remove the consequences of such an infringement of a duty that has already occurred.

(6) Notices of unilateral termination shall be given in writing, and sending the notice via e-mails, in the Uber application where applicable or through SMS as indicated in Section 2 hereof and the parties agree that these modes shall be deemed to be sufficient.

(7) Termination of this Agreement does not impact upon other contractual relations between the Partner and Uber.

(1) Partner agrees to maintain in confidence all information received from Uber under this Agreement, excluding the information shown with the help of the Ads installed in accordance with this Agreement (“Confidential Information”).

(2) This Agreement and its existence are deemed to be Confidential Information.

(3) Confidential Information shall be protected with the same degree of care with which the Partner treats and protects his own confidential information but in any event with no less than a reasonable extent of care.

(1) Upon termination of this Agreement, Partner will remove Ads and either destroy them or return them to Uber (as advised by Uber) via mail or courier within 2 (two) weeks after termination of this Agreement.

(2) Uber shall be entitled to withhold the unpaid amounts as a measure of ensuring the performance of obligations until the Ads are duly returned to Uber.

(1) The Partner shall have no claims whatsoever to compensation of damage or loss which has not occurred on the physical impact of the Ads itself. Claims for liability exceeding the value of the payments made so far are excluded.

(1) This Agreement contains all provisions agreed by the Parties regarding the placement of the Ads. No additional agreements have been made by the Parties.

(2) Any amendments or addenda to this Agreement shall be requiring the written form as a single document signed by the Parties. This requirement of the written form may only be waived in writing.

14. Miscellaneous

(1) This Agreement shall be governed by the laws of the Netherlands.
(2) All disputes arising in connection with the present agreement, or further agreements resulting therefrom, shall be settled in accordance with the Arbitration Rules of the Netherlands Arbitration Institute. The arbitral tribunal shall be composed of one arbitrator. The proceedings shall be conducted in the English language.
(3) If any provision of this Agreement is invalid or in dispute, this shall not affect the remaining provisions. In place of the invalid provision shall come a provision that is as close as legally permissible to what the parties would have agreed had they recognized that the original provision was invalid. The same shall apply accordingly if this Agreement should prove to contain a contractual gap.