PARTIES

[1] Uber B.V., a private limited liability company established in the Netherlands, having its offices at Burgerweeshuispad 301, 1076 HR Amsterdam, the Netherlands (“Uber BV”, “we” or “us”).

[2] You are an independent entrepreneur or a company in the business of providing transportation services to passengers (“You”, “Your”, “Partner”).

DEFINITIONS

“Dispute” means any dispute, action, claim, controversy or cause of action among the parties arising out of or in connection with these Partner Terms or any term, condition or provision hereof, including without limitation any of the same relating to the existence, validity, interpretation, construction, performance, enforcement and termination of these Partner Terms.

"Driver" means a person in the business of providing Rides who has registered with the App and has accepted towards You the terms and conditions set out in Annex I.

"Driver ID" means the identification and password key that enables a Driver to use and access the App.

"Territory" means the Grand Duchy of Luxembourg, in the locations or regions where You and Your Drivers may receive offers for provision of transportation services.

“Uber Data” means all data related to the access and use of the App, including all data related to Users (including User Information) and all data related to the provision of Rides via the App and the Driver ID.

"User Information" means information about a Driver or Rider (collectively “Users”) made available to Your Driver in connection with an offer for Rides, which may include pick-up location, drop-off location, the User’s name, the User’s contact information, the User’s signature and the User’s photo, as well as any other relevant details.

TERMS

1. Overview.
   1. As a technology company, Uber BV operates a platform that matches Riders and Drivers. Transportation services may be required as a consequence thereof, services that fall outside the scope of Uber’s business and core competencies. You will be directly bound by a transportation agreement with Riders when you provide transportation services (“Rides”) through Drivers.
   2. In order to provide Rides, Your Drivers must agree to separate terms in writing, as set out in Annex I to these Terms, in order to provide Rides on Your behalf.
   3. These Partner Terms govern the supply of and Your use of our technology and services to enable You to provide Rides in the Territory to users of the Uber App (“Riders”). By agreeing to the Terms, Uber will provide Your Driver(s), under the terms and conditions as included in Annex I hereunder, with access to the Uber App for Drivers (“App”), our software, websites, payment services and various support services. You will also be provided with access to tools that provide You with information about Your Driver’s use of the App. As further detailed below, You are responsible for making sure that Your Drivers know in detail, understand and abide by the terms and conditions included in Annex I, and You will remain liable in case of breach by Your Drivers of the terms and conditions thereunder.
   4. Using the App, Your Drivers may receive requests from Riders to provide Rides to Riders on Your behalf.
   5. These Terms are exclusive to using the App and do not cover the provision of any other service via apps of affiliates of Uber BV (such as providing delivery services).
   6. You appoint Uber BV as Your agent for various purposes (see clause 2 below).
2. Uber BV’s Services.
   

In consideration for the Service Fee, as set out in clause 9, Uber BV provides the following services via the App and related technology:

• 1. Uber will act as Your disclosed agent in order to provide the Services.
  2. The technology that allows You and Your Drivers to connect and contract with Riders to provide remunerated passenger transportation services on Your behalf.
  3. Payment collection and payment processing services (including issuing invoices and receipts on Your behalf, either directly or through an authorized third party provider) to charge Fares and surcharges to Riders and to pay this into Your bank account. Uber BV may engage an affiliate or a third party to provide these services on its behalf. These services will be provided by Uber Payments BV in accordance with the Payments Terms that were provided to You;

(together the "Services").

Uber BV warrants that it holds any license required by applicable law to provide the Services.

1. Status. These Partner Terms are not an employment agreement, and they do not create an employment or worker relationship between You and us, or Your Drivers and us, nor do they create a legal partnership, joint venture or give You the authority to bind us or hold Yourself out as our employee, worker, agent, legal partner or authorised representative. You are responsible for the way in which You contract with Your Drivers in accordance with applicable regulations.
2. Using the Services.
   1. We will create a Driver account for each of Your Drivers to enable them to access and use the App. You and Your Drivers will keep the Drivers’ account personal. It cannot be licensed, shared or modified. You agree to notify us if anyone may have accessed any of Your Drivers’ accounts and You will keep login details confidential at all times.
   2. You understand and agree that You and Your Drivers are under no obligation to Uber BV to log on or use the App. You and Your Drivers can log in to the App if, when, and where they choose, or You otherwise agree with Your Drivers.
   3. Uber BV does not control You, does not direct You nor your Drivers, and cannot be considered to control or direct You or Your Drivers, including in connection with Your provision of the transportation services, Your actions or omissions.
   4. You alone decide (or direct Your Drivers) if, when, where and for how long You want them to use the App and when to accept, decline or ignore any offer for Rides.
   5. You acknowledge and agree that there may be geographic restrictions on where Your Drivers can receive and/or accept offers for Rides, and where Your Drivers can provide Rides, or limitations on the length of time each of You or Your Drivers use the App consecutively, for safety or legal reasons.
   6. Unless otherwise agreed between us, You are entirely free to choose whether or not to contract with or for other companies to provide Rides, including competitors of Uber BV. This also applies to Your Drivers. You are also entirely free to provide transportation services to other clients You may have and have Your own client base (if allowed by applicable law).
   7. When Your Drivers are logged in and online, an offer for Rides may appear to Your Drivers in the App.
   8. Pursuant to the applicable laws, if Your Driver(s) accept(s) an offer for Rides, Riders will be given identifying information about them, including their first name, photo, vehicle information and license plate, location, rating and the name of Your company, in accordance with clause 15 (Privacy).
   9. Unless You have agreed to the contrary, You or Your Drivers alone will be responsible for choosing the most efficient and safe manner to reach the destination, and, except for our provision of the App, You (or Your Driver) must provide all necessary equipment, tools and other materials in doing so (at Your own expense). Once You or Your Driver has accepted an offer for Rides, You or Your Drivers may still cancel.
   10. You and Your Drivers are free to choose the GPS system of Your choice in the App (between Waze, Google Maps, Uber GPS) or to use any other GPS system that is not API integrated with the Uber application, or not use a GPS system at all. This allows You or Your Drivers to choose the route freely. For clarity, there are no consequences for choosing a route freely.
   11. You acknowledge that You and/or Your Driver’s geo-location information must be provided to Uber BV in order to provide Rides. You acknowledge and agree that: (a) Your (or Your Drivers’) geo-location information may be obtained by Uber BV while the App is running; and (b) Your (or Your Drivers’) approximate location will be displayed to the Rider before and during the provision of Rides. In addition, Uber BV and its affiliates may access and share with third parties their geo-location information obtained by the App for safety, security and technical purposes. You agree that You shall take steps to ensure that Your Driver is aware of, understands and agrees to this provision.
3. Riders.
   
   1. When Your Driver confirms that they accept a Rides offer sent to them through the App, their agreement is communicated to the Rider by Uber BV (as an intermediary). This will give rise to a direct contract between You and the Rider.
   2. We are not liable for how a Rider behaves towards You, Your Drivers or the vehicles used for Rides. In certain circumstances, a cleaning fee can be charged to a Rider on Your behalf. The current policy is on our website (as may be amended).
   3. You are responsible for any obligations or liabilities to Your Drivers, and Riders or any third party which may arise from the Ride. This includes but is not limited to their safety and wellbeing.
4. Your Obligations.
   
   1. In order to have and maintain access to the Dashboard and the App respectively, You and Your Drivers are required to (i) hold and comply with all permits, licenses, registrations, driver passes, certificates of competence and other (governmental) approvals and authorisations required in order for You to provide Rides to both Riders and third parties in the Territory; and (ii) comply with all applicable legal requirements. The cost associated with these will be borne by You.
   2. You must ensure that at all times Your Drivers (i) hold and maintain a valid driver’s license and all other required private hire or taxi licenses, permits, approvals and authorizations applicable to provide Rides in the Territory, and, (ii) comply with all relevant regulatory requirements and applicable laws and regulations, (iii) as well as comply with local customs and best practices, notably those related to Rider safety and road safety and will take steps to ensure Your Drivers do so.
   3. While Your Drivers use the App and provide transportation services, You will ensure that the Drivers act with due skill, care and diligence, including following what you and/or the Driver consider to be the most efficient route (unless the Drivers agrees a different route with the Rider).
   4. You will ensure that when You and Your Drivers choose to use the App, they will do so in good faith and will not misuse it or attempt to defraud either us or Riders.
   5. Except where required and agreed, Your Drivers must not display our name, trademarks or logos on any vehicles or clothing. You and Your Drivers are free to choose the equipment needed for Your business.
   6. You must ensure that each vehicle used by You or Your Drivers to provide Rides is identified on Your account with us. Each vehicle must be suitable for use on the App (as may vary from time to time), comply with all applicable legal requirements to the provision of Rides in the Territory, be properly registered, licensed and suitable to use for individual remunerated passenger transport and/or taxi transport (as required by law), and be maintained in good condition in accordance with industry and legal safety and maintenance standards.
   7. At all times during the duration of these Partner Terms, You will ensure that a motor insurance is maintained on all vehicles used by You or Your Drivers in accordance with clause 18 below.
   8. You will provide us with all documentation (including renewals) for each Driver and vehicle used to provide Rides, evidencing the above prior to and during each Drivers’ use of the App, to allow us to review any of this documentation on an ongoing basis. This check is for verification purposes only.
   9. Neither You nor Your Drivers will contact any Rider or otherwise use any of their personal information for any reason other than for the provision of the relevant Ride or return of a lost item, or except where both Driver and Rider expressly consent to it.
   10. We will create a Driver account for each of Your Drivers to enable the Driver to access and use the App. You and Your Drivers will keep the Drivers’ account personal. It cannot be licensed, shared or modified. You agree to notify us if anyone else has or may have accessed any of Your Drivers’ accounts and You will keep login details confidential at all times.
   11. You warrant that You shall comply with all applicable employment, anti-bribery and corruption, and anti-slavery provisions, laws and treaties as may be applicable in the Territory.
   12. You agree that You shall comply with any applicable laws in respect of payments and/or earnings to Your Drivers, including compliance with national minimum wage (if applicable).
   13. You will comply with these Partner Terms in Your use of the Services and all applicable laws (including tax, social security and employment laws) governing or otherwise applicable to Your relationship with Your Drivers.
   14. You shall execute with each of Your Drivers a written contract ruling the terms of Your relationship, pursuant to the applicable law, in addition to the terms and conditions set out in Annex I.
   15. In case You are a fleet partner company, You represent and warrant that the Drivers You contract with have read, understand, acknowledge, accept and will comply with the terms and conditions set forth in Annex I. You are fully responsible for the fulfillment of the representation and warranty set out herein, as well as for any liability that may arise as a consequence thereof.
5. Use of the App.
   1. You understand and agree that Your Drivers are under no obligation to us to log on or use the App. They can log in to the App if, when and where they choose, or if You otherwise require or agree with them.
   2. You and Your Drivers decide if, when, where and for how long they use the App and when to accept, decline or ignore any Ride offer. In addition, You understand and agree that You and Your Drivers are under no obligation to Uber BV to any minimum use of the App nor to shifts and do not need to inform us of Your or their will to use or not to use the App.
   3. Whilst You and Your Drivers are using the App, You agree and understand that there may be geographic restrictions on where You or Your Drivers can receive and/or accept Ride offers (and/or pick up Riders) based on their private hire or taxi license, or limitations on the length of time each of Your Drivers can use the App, for safety reasons.
   4. We do not require You or Your Drivers to drive with us exclusively. You can contract with other companies for You and Your Drivers to provide transportation services elsewhere, including competitors of Uber. You and Your Drivers are also free to provide transportation services to other clients You may have. This includes doing so at the same time as when they are using the App (known as ‘multi-apping’). You may agree otherwise with Your Drivers if You so wish.
   5. When Your Drivers are logged in, online and in the vicinity of Riders, Ride offers may appear in the App.
   6. Your Drivers will be given information in the App about a Ride offer.
   7. The Rider will also be given identifying information about the Driver, including their first name, photo, location, vehicle information, rating and Your entity name.
   8. If available in the Territory, a Rider is able to schedule a pre-booked ride with Your Drivers. Your Drivers are able to choose whether or not to take this offer. Please see the cancellation policy, as in force from time to time and as it may be amended from time to time, for details on cancelling these bookings.
   9. Your Driver will be responsible for choosing the most efficient and safe manner to reach the destination (unless the Driver agrees a different route with the Rider).
   10. Except for our provision of the Services, You will need to provide all equipment, tools and other materials necessary to provide Rides to Riders (at Your own expense). When providing Rides, You and Your Drivers need to abide by all applicable laws, including with respect to Riders with disabilities or service animals).
   11. Once Your Driver has confirmed they are willing to accept a Ride request they may still cancel the provision of that Ride, subject to our cancellation policies.
   12. After a Ride, the Rider will be able to give the Driver a rating. Riders will see the Driver ratings in the App and it may impact on whether or not they want the Driver to give a Ride to them. You will have access to Your Drivers’ ratings. Your rating or Your Drivers’ rating does not have an influence on the Rides’ offers nor has an impact on Your Drivers’ access to the App.
   13. You will only be charged a Service Fee for using the Services.
6. Fares.
   1. A Fare will be charged to Riders for each Ride completed by Your Drivers. The “Fare” is calculated as a base fare amount plus actual or estimated distance and/or time amounts (in accordance with this clause 8 and any applicable legislation regulating the pricing of remunerated passenger transport services in the Territory). The Fare includes VAT, if applicable. Fares may vary by region (see www.uber.com/cities or the App, depending on the product), and may vary depending on local supply and demand (known as “dynamic pricing”), and may also be adjusted based on objective local market factors. We will notify You of any change to any base fare amount or applicable distance and/or time amounts. If You or Your Drivers do not agree to this change, You and Your Drivers may always stop using the App.
   2. In accordance with applicable regulations, Riders may choose to pay the Fare in cash or via Your own electronic payment terminal, as applicable. In this case, the Rider will pay You directly and not via the Uber mobile application. Uber will not act as a limited payment collection agent for Fares paid in cash by a Rider, and You will be solely responsible for collecting the Fare and giving the correct change, if any, to the Rider. You will retain cash at your own risk. You acknowledge and agree that Uber will calculate and set off the amounts due to You in accordance with clause 8.g. If You do not wish to receive the Fare in cash or via Your own electronic payment terminal, You can indicate in the App that You wish to opt-out from this. If You opt-out, You will not receive Ride requests where Riders have chosen this payment method.
   3. The Fare does not include any tip paid by Riders. Riders may pay tips, either directly to Your Drivers in cash (if allowed in the Territory as per applicable law) or via your own electronic payment terminal or through the App. We will collect tips paid through the App on Your behalf and remit them to You, without applying any Service Fee to them.
   4. Any Ride surcharges (including but not limited to road taxes, congestion charges, tunnel, parking or airport charges (if any)), incurred by Your Driver as part of a Ride will be paid for by the Rider in addition to the Fare.
   5. After a Ride You can instruct us to charge the Rider a lower Fare at Your discretion.
   6. Your Fares and other amounts we collect from Riders on Your behalf will be remitted to You on at least a weekly basis, less the Service Fee payable under clause 9 below. This may include a deduction of Service Fees due for Fares paid in cash by the Rider, as applicable. Where there are insufficient amounts due to You to set off against Service Fees due for Fares paid in cash and/or any other amounts owed by You to Uber, we will record this as a shortfall in Your account. We may make options available to You to facilitate repayment of such shortfall. You acknowledge and agree that You will bear any costs and taxes related to such repayment so we receive the full amount owed.
   7. Fare adjustments:
      1. If a Rider requests an adjustment to the Fare You have charged for reasons such as an inefficient route having been taken, we may request Your authorization to adjust the Fare accordingly, for which a time limit may apply. You agree that You will consider such requests and shall not knowingly overcharge Your Riders.
      2. In more serious situations, such as indications of alleged fraud, charges for Rides that did not take place or Rider complaints about You or Your Drivers’ conduct, You authorize us to adjust or completely cancel the Fare or Ride surcharges without checking with You in advance.
      3. If a Rider cancels their Ride prior to Your Driver’s arrival, we may charge that Rider a cancellation fee on Your behalf, which You will receive less the Service Fee.
         
7. Our Service Fee.
   
   1. Our “Service Fee” is calculated on a per-Ride basis.
   2. The Service Fee is a percentage of the Fare or cancellation fee (including VAT and any other Fare related taxes but excluding surcharges and tips). If applicable, VAT will be charged on the Service Fee.
   3. You will pay us the Service Fee in consideration for the use of our Services. Our Service Fee may vary between products, and may be adjusted based in our discretion with fifteen (15) days’ prior written notice to You. If You or Your Drivers do not agree to this change, You and Your Drivers may always stop using the App.
8. Invoices and Receipts. At the end of a Ride, we may automatically send an electronic invoice and electronic receipt to the Rider on Your behalf. These will include a breakdown of the amounts charged and certain information about Your Driver and that Ride (including Your details and the route taken). If You think a mistake has been made, You should let us know in writing within three (3) business days after the Ride took place. If we have not received such written notice within this period, You will be deemed to have accepted the electronic invoice. The VAT due on the services provided by You will be shown on the invoice issued on Your behalf if You have notified us that you are liable for VAT. You and the Rider can download the invoice in the Dashboard and App.
   
9. Taxes. You will comply with applicable laws regarding Your tax registration, calculation and remittance obligations for the Rides You provide, and provide us on request with all relevant tax information (including any valid VAT numbers belonging to You if required by law). In addition each of Your Drivers is responsible for taxes on their own income. Based on applicable tax or legal obligations, we may choose to collect and remit taxes applicable to the Rides Your Drivers provide, and may provide any of the relevant tax information You have given us directly to the applicable tax authorities on Your behalf or otherwise. For the purpose of this section, references to “tax” includes VAT, income tax, social security contributions and similar charges. This is independent of the legal obligation for Your Drivers to issue, where applicable, a printed receipt using the printing device connected to the taximeter.
   
10. Devices. To access the Services, You and Your Drivers can use Your own mobile device. Subject to these Partner Terms, we grant a personal, non-exclusive, non-transferable, revocable, non-sublicensable license to install and use (and allow Your Drivers to use) the App on Your device solely for the purpose of providing Rides. This license will terminate the moment You permanently stop using our Services.
11. Commencement and Duration. These Partner Terms begin on the date You accept them and will continue until changed, or terminated in accordance with clause 14 and 22.
    
    
    
12. Access to the App and/or Services and Termination.
    1. You are under no obligation to use the App and/or our Services. If you choose to stop, you may do so without needing to give us any notice.
    2. If You choose to permanently stop using our Services, You can terminate these Terms by giving us seven (7) days’ prior notice of Your intention to terminate or by contacting support here to follow the process for permanently deleting your account. By giving us prior notice You ensure that we are notified of the potential reduction in the numbers of Drivers using the platform. You may also terminate these Terms immediately, without notice, (a) due to our breach of these Terms or (b) within fifteen (15) days of receiving written notice of a change to the Terms to which you object; and (c) in the event of the insolvency or bankruptcy of Uber BV, or upon our filing or submission of request for suspension of payment (or similar action or event) against You or Your Driver.
    3. Uber may restrict Your and/or Your Drivers’ access to and use of the Services and of the App, in particular if there is a suspected breach of clause 6 (Your Obligations) or clause 14. (d)(ii) including where we receive a serious safety complaint from a Rider or any third party, or otherwise potential breach of applicable laws and regulations, as well as local customs and best practices in relation to You or any of your Drivers, or whenever necessary to protect third parties, or compliance with applicable laws, or whenever ordered to do so by court or administrative order, or where we notified You that You have a shortfall as referred to in clause 8.f. and have not repaid the shortfall within the timeframe indicated in our notification. In these cases, Uber will request from You and/or Your Drivers any information deemed useful for establishing the facts; however under certain circumstances Uber may be unable to provide You or Your Drivers with information about the complaint whilst an investigation is underway (either by us and/or a third party such as the police).
    4. We may terminate the Partner Terms without cause at any time upon thirty (30) days’ prior written notice to You setting out the reasons for the termination, except that this notice period does not apply where (i) we are subject to a legal or regulatory obligation that requires us to terminate Your use of our Services sooner than within thirty (30) days; (ii) You have infringed these Partner Terms, the applicable laws or regulations or the standards and policies of Uber and its Affiliates, which may include situations where You are not compliant with clause 6 of these Partner Terms, clause 23 (relating to auditing), including for reasons of fraud, a suspected breach of anti-slavery or anti-bribery and corruption legislation, or failure to comply with Your tax and employment obligations; (iii) upon reports You have acted unsafely or violated these Partner Terms or legislation in connection with the provision of transportation services; (iv) Your behavior amounts to fraud (fraudulent activity may include, but is not limited to, the following actions (directly, or by instructing Your drivers): sharing your account with a third party; deliberately increasing the time or distance of a Ride; accepting rides without intent to complete them; inducing passengers to cancel their Rides; creating false accounts for fraudulent purposes; requesting reimbursement for fees not generated, such as cleaning fees; intentionally requesting, performing, or confirming availability for fraudulent rides; disrupting the operation of Uber applications and GPS, such as by changing phone settings; misusing promotions or for purposes other than those intended; disputing charges for fraudulent or illegitimate reasons; creating duplicate accounts; providing false information or falsified documents); or (v) we are exercising a right of termination under an imperative reason pursuant to applicable law or regulations, which may include situations where You no longer qualify, under applicable law or our standards and policies, to provide transportation services.
    5. Upon termination of these Partner Terms clauses 11, 15, 17, 19, 20, 21, 22, 23, 25 and 26 shall survive.
       
13. Privacy. We collect, use and disclose information from or about You and Your Drivers as described in our Privacy Notice available on our website (currently at www.uber.com/privacy). This includes Driver location data, which must be provided as a condition of Your use of our Services.
    1. Upon execution of these Terms, we will establish an account that will enable You to access our browser-based online dashboard, which includes access to Your Drivers’ data ("Dashboard").
    2. We are each an independent controller of the personal data available via the Dashboard and shall comply with the obligations applicable to it under applicable data protection regulations.
    3. You agree that any personal data available via the Dashboard shall be used (a) solely in connection with the use of the Services, and (b) in accordance with any other purpose You communicate to Your Drivers. You shall not use Dashboard data in any way that harms us. You agree that You shall not disclose Dashboard data to any third parties, except as necessary for the purposes set out in these Terms and shall not rent or sell Dashboard data for any purpose.
    4. Finally, You agree to implement appropriate technical and organizational measures to protect Dashboard data against unauthorized or unlawful processing and against unauthorized loss, destruction, damage, alteration, or disclosure, as well as any breach of security measures.
       
14. Access to Data. The Uber Data You and Your Drivers have access to through Your and Your Driver’s use of the Dashboard and App, includes Your and Your Drivers’ onboarding data (e.g. bank account information, contact information, vehicle data), operational data (e.g. ride information and other metrics), financial data (e.g. ride revenue due to You, fees due to Uber, past due amounts), customer support contacts and feedback (from Riders). After expiry or termination of these Terms, You will lose access to Uber Data. Uber BV has access to Uber Data via the Uber Platform and may use it for the purposes described in Uber’s Privacy Notice and for commercial purposes, unless expressly prohibited by these Terms. Uber BV may share data with third parties as described in the Privacy Notice (available at privacy.uber.com), for example with service providers that assist Uber in providing our Services, for which such sharing is required. Uber may also share aggregate data with selected partners for commercial purposes related to the Uber App (“Partner Sharing”). In case Uber Data is also considered, in accordance with applicable laws, your Personal Data, the information provided in, and the rights afforded under, Uber’s Privacy Notice shall, in case of a conflict, supersede this paragraph.
    
15. Intellectual Property. We reserve all rights not expressly granted in these Partner Terms. Our Services (including the App), our devices and all data gathered through our Services (including all intellectual property rights in all of the foregoing) are and remain our property and that of our licensors. You may not use any of Uber’s names, logos or (trade)marks for any commercial purpose except as we expressly allow, nor will You try to register or otherwise use or claim ownership over any of our or our affiliates’ names, logos or (trade)marks. You may not copy, reproduce, modify, distribute, sell or lease any part of our App, Services or data, nor may You reverse engineer or attempt to extract the source code of our software.
16. Insurance & Accidents. Before entering in the Terms, you agree to take out and maintain all mandatory insurance required by applicable law to provide the Rides to Riders. You will ensure that a motor insurance (including coverage for transport of passengers) is maintained on all vehicles used by You or Your Drivers for the duration of these Partner Terms at insurance levels required by applicable law. Where You are an independent company or firm providing transportation services You will also maintain, if required by applicable law, the following types of insurance with limits at or above those required by law: (i) public liability insurance that provides protection against personal injury and property damage to third parties; and (ii) employer’s liability insurance (or equivalent) which covers the cost of compensating employees who are injured at or become ill through work. Within seven (7) days from our request, You will provide us with copies of any or all of these insurance certificates. We can at any time verify Your insurance coverage with insurance providers or third parties and You are required to obtain all consent necessary from Drivers providing Rides on Your behalf to allow any relevant third party (such as insurers, brokers and licensing authorities) to verify, provide and/or disclose details of any insurance policy related to You to us or our affiliates. If Your Drivers are involved in a motor vehicle accident while using our Services that might give rise to an insurance claim, You will need to provide us with all relevant information as soon as possible (not longer than thirty (30) days) and cooperate with all insurers in any investigation of that accident.
17. Indemnity. In order to have access to our Services, You agree that You will indemnify, defend (at our option) and hold Uber BV, our affiliated companies as well as their respective officers, directors and employees harmless from and against all claims, liabilities, expenses, damages, penalties, fines, social security contributions and taxes arising out of or related to Your breach of these Partner Terms, Your breach of applicable law, or third party claims directly or indirectly related to the Rides Your Drivers provide or Your use of our Services in general. We may seek reimbursement from You for any damages suffered by us.
18. Disclaimer. We provide our Services and the App “as is” and “as available,”. Our Services and the App may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications and are not guaranteed to be available or error free or to result in any Rides. We make no representations, warranties or guarantees as to the actions or inactions of Your Drivers, of the Riders who may request or actually receive Rides from Your Drivers or the availability of the Services or App.\
19. Limitation of Liability.
    1. We are not liable under or in relation to these Partner Terms for any of the following (including but not limited to liability in contract, tort (including negligence), misrepresentations, restitution or otherwise):: loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of external software, data or information, loss of or damage to goodwill, and indirect or consequential loss.
    2. Nothing in these Partner Terms limits any liability that may not legally be limited, including liability for death or personal injury and liability for cause, serious misconduct, fraud or fraudulent misrepresentation.
    3. Subject to clause 21 (b), our total liability to You shall not exceed the amount of Service Fee paid to or due to us in the six (6) months immediately prior to the event giving rise to such claim.
    4. To the extent permitted by law, we exclude all warranties and disclaim all liability for any acts or omissions by You, Your Driver(s), any Rider or third party.
       
20. General.
    1. We will inform you with fifteen (15) days’ notice of any proposed changes that are not provided for in these Terms by email and in the Dashboard and/or the App. You will only be bound by such changes from the notice date if: (1) you do not notify us within those fifteen (15) days that you wish to terminate these Terms; or (2) if you continue to offer Rides through the App after receipt of such notice.
    2. Notices of changes to these Partner Terms will be sent to the email address associated with Your account or by posting a message in Your Dashboard and/or the App.
    3. Invalidity of any provision in these Partner Terms does not affect the validity and enforceability of the rest of these Partner Terms and such invalid, illegal or unenforceable provision shall be deemed deleted or shall be mitigated. We may assign, subcontract or transfer these Partner Terms or any of our rights or obligations in them, in whole or in part, without Your prior consent (You may not however do so, as Your use of the Dashboard and App is strictly personal to You and each of Your Drivers).
    4. There are no third party beneficiaries to these Partner Terms.
21. Auditing/investigations. During the term of these Partner Terms and for a period of twelve (12) months after expiry or termination of it, on: (i) an annual basis and/or; (ii) in case of any suspected or actual breach of any of: (A) the applicable laws and regulations, (B) these Partner Terms, (C) any code of conduct (as applicable in the Territory), or (D) Your obligations relating to Rides under any applicable labour, anti-slavery or anti-bribery corruption provisions, laws, regulations, guidelines and codes by You or Your employees, agents, sub-contractors or representatives including Your Drivers, we shall have the right to conduct an audit (directly or indirectly) at Your offices, and/or request and receive copies of, any or all of Your records including, but not limited to payroll slips, social contribution expenses, tax returns, receipts and expenses, at Your cost, either or both action(s) subject to at least twenty four (24) hours’ written notice. You shall provide all necessary access and co-operation to Uber and/or its designated representatives in relation to such audit or information/documentation requests. You are also obliged to inform us immediately in writing should You or Your employees, agents, sub-contractors or representatives including Your Drivers be under investigation by any relevant authority in relation to any such potential or actual breach. We also reserve the right to send You questionnaires to assess your level of compliance with the Partner Terms which You shall reply to within either twenty four (24) hours from the moment the questionnaire is sent to You or a different deadline if so specified in the questionnaire.
    
22. Internal Support System. In case You face issues while using our Services and/or have complaints about our Services or these Terms, You can contact us free of charge via the ‘Help’ section in the Uber’s app or by visiting help.uber.com so our support team can follow up. We will inform You of the outcome within a reasonable period of time.
    
23. Dispute Resolution. In the event of any Dispute arising out of or in connection with these Terms, the parties agree in the first instance to discuss and consider referring the Dispute to mediation in accordance with the Centre for Effective Dispute Resolution (“CEDR”) Model Mediation Procedure (https://www.cedr.com). The parties may jointly identify any mediator of their choice in the event of a Dispute.
    
24. Governing Law and Jurisdiction. These Terms shall be exclusively governed by and construed in accordance with the laws of the Netherlands, excluding its rules on conflicts of laws (conflict of law rules). The Vienna Convention on the International Sale of Goods of 1980 (CISG) shall not apply. If the Dispute is not solved by the parties as described above, each party irrevocably agrees that the courts of the Netherlands shall have exclusive jurisdiction to settle any Dispute or claim (including non-contractual Disputes or claims) arising out of or in connection with these Terms or their subject matter or formation.

By clicking “Yes, I agree”, You agree to be bound by these Terms.

Annex I

This Annex I constitutes a legal agreement between an independent company in the business of providing transportation services (“Transportation Company”) and an independent or employed passenger transportation services provider (“Driver”).

Driver currently maintains a contractual or employment arrangement with the Transportation Company to perform passenger transportation services for the Transportation Company under a written contract executed with the Transportation Company.

Transportation Company and Uber B.V. (“Uber”) have entered into the Partner Terms (“Agreement”) in order for the Transportation Company to access the Uber App (the “App”).

In addition to the transportation services it regularly performs pursuant to his or her contractual arrangement with Transportation Company, Driver is interested in receiving lead generation and related services through the App. Transportation Company and Driver accept the terms of this Annex I to define the terms and conditions under which Driver may receive such lead generation and related services.

In order to use the App, Driver and Transportation Company must agree to the terms and conditions that are set forth below. As a consequence thereof, Driver and Transportation Company shall be bound by the terms and conditions set forth herein.

1. Definitions.

1.1. “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.

1.2. “App” means Uber’s mobile application that enables transportation providers to access the Services for the purpose of seeking, receiving and fulfilling on-demand requests for transportation services by Users, as may be updated or modified by Uber at its discretion from time to time.

1.3. “Device” means a mobile device owned or controlled by the Drivers or a Drivers-Provided Device, as the case may be.

1.4 “Dispute” means any dispute, action, claim, controversy or cause of action among the parties arising out of or in connection with this Annex I or any term condition or provision hereof, including without limitation any of the same relating to the existence, validity, interpretation, construction, performance, enforcement and termination of this Annex I.

1.5. “Driver ID” means the identification and password key assigned by Uber to a Driver that enables a Driver to use and access the App.

1.6. “Driver-Provided Device” means a mobile device owned or controlled by the Transportation Company on which the App has been duly and validly installed for the purpose of providing Transportation Services.

1.7. “Territory” means the Grand Duchy of Luxembourg, in the locations or regions where Transportation Company and its Drivers may receive offers for provision of Transportation Services.

1.8. “Transportation Services” means the provision of passenger transportation services to Users via the Uber App in the Territory by the Transportation Company and its Drivers using the Vehicles.

1.9. “Uber Data” means all data related to the access and use of the App hereunder, including all data related to Users (including User Information), all data related to the provision of Transportation Services via the App, and the Driver ID.

1.10. “User” means an end user authorized by Uber to use Uber’s mobile application for the purpose of obtaining Transportation Services.

1.11. “User Information” means information about a User made available to the Transportation Company or Drivers in connection with such User’s request for and use of Transportation Services, which may include the User’s name, pick-up location, contact information and photo.

1.12. “Vehicle” means any vehicle of Transportation Company that: (a) meets the then-current requirements for a vehicle on the App, (b) Uber authorizes for use by a Driver for the purpose of providing Transportation Services on behalf of Transportation Company.

2. Use of the App.

2.1. Driver IDs. Drivers will be issued with a Driver ID for providing Transportation Services to enable Drivers to access and use the App on a Device in accordance with these terms and conditions. Drivers will maintain the Driver ID in confidence and not share it with any third party, and will immediately notify the Transportation Company of any actual or suspected breach or improper use or disclosure of the Driver ID or the App.

2.2. Provision of Transportation Services. When the App is active, offers for Transportation Services may appear to Drivers via the App if Driver is available and in the vicinity of the User. Before Drivers decide whether to accept an offer for Transportation Services, the App will provide certain User information to Drivers via the App. This information will include the pick up location and rating of the Rider. Drivers acknowledge and agree that once an offer for Transportation Services has been accepted, the App may provide certain information about Drivers to the User, including Driver’s first name, contact information, Transportation Company entity name, photo and location, and Driver’s Vehicle make and license plate number. Drivers shall not contact Users or use any User’s personal data for any reason other than for the purposes of fulfilling Transportation Services, in case of lost item, or except where both Driver and User expressly consent to it. Drivers agree that their contact and/or insurance information may be released to a User upon such User’s reasonable request. Drivers may not, unless specifically consented to by a User, transport or allow inside any Vehicle individuals other than a User and any individuals authorized by such User during the performance of Transportation Services for such User. Drivers shall transport all Users directly to their specified destination, as directed by the applicable User, without unauthorized interruption or unauthorized stops. Drivers are free to choose the GPS system of their choice in the App (between Waze, Google Maps or Uber GPS) or to use any other GPS system that is not API integrated with the Uber App, or not use a GPS system at all.

2.3. Driver’s Relationship With Uber. Uber does not, and shall not be deemed to, direct or control Drivers generally or in Drivers’ performance of Transportation Services or maintenance of any Vehicles. Drivers acknowledge that Uber does not control, or purport to control: (a) when or for how long Drivers will utilize the App or the Uber Services; or (b) Drivers’ decision, via the App, to attempt to accept or to decline or ignore an offer for Transportation Services, or to cancel an accepted offer for Transportation Services, via the App, subject to Uber’s then-current cancellation policies. Drivers may be restricted from accessing or using the App in the event of a violation of these terms and conditions or Transportation Company’s violation of the Agreement, or Drivers’ or Transportation Company’s disparagement of Uber or any of its Affiliates, or Drivers’ or Transportation Company’s act or omission that causes clear harm to Uber’s or any of its Affiliates’ brand, reputation or business as determined by Uber or in case of non-compliance with any applicable laws, regulations, as well as local customs and best practices. Uber also retains the right to restrict Drivers from accessing or using the App under the standards and policies of Uber and its Affiliates. Additionally, Drivers acknowledge Uber’s rights in the UBER family of trademarks and names, including UBER, alone and in combination with other letters, punctuation, words, symbols and/or designs and the UBER Logo (“UBER Marks and Names”). Drivers agree that he or she will not try to register or otherwise claim ownership in any of the UBER Marks and Names, alone or in combination with other letters, punctuation, words, symbols and/or designs, or in any confusingly similar mark or name.

2.4. Ratings.

2.4.1.Drivers agree that after being provided Transportation Services, a User will be prompted by Uber’s mobile application to provide a rating of such Transportation Services and Drivers and, optionally, to provide comments or feedback about such Transportation Services and Drivers. Drivers’ rating will have no impact on their ability to access and use the App.

2.4.2. Uber and its Affiliates reserve the right to use, share and display Drivers ratings in any manner in connection with the business of Uber and its Affiliates without attribution to or approval of Drivers. Drivers acknowledge that Uber and its Affiliates are distributors (without any obligation to verify) and not publishers of Drivers’ ratings..

2.5. Devices. If Drivers elect to use any Driver-Provided Device(s), Drivers acknowledge that Uber is not responsible for the acquisition, cost or maintenance of any such Driver Provided Device(s) or any necessary wireless data plan. Drivers agree to not provide, distribute or share, or enable the provision, distribution or sharing of, the App (or any data associated therewith) with any third party. Drivers will delete and fully remove the App from the Driver-Provided Device in the event that Transportation Company and/or Drivers cease to provide Transportation Services using the Driver-Provided Device. Drivers agree that: (i) use of the App on a Driver-Provided Device requires an active data plan with a wireless carrier associated with the Driver-Provided Device, which data plan will be provided by either Transportation Company or Drivers at their own expense; and (ii) use of the App on a Driver-Provided Device may consume very large amounts of data through the data plan. Uber shall not be responsible or liable for any fees, costs or overage charges associated with any data plan.

2.6. Location Based Services. Drivers acknowledge and agree that their geo-location information must be provided to Uber in order to provide the Transportation Services. Drivers acknowledge and agree that: (a) his or her geo-location information may be obtained by Uber while the App is running and the Drivers indicate that they are available to receive offers for Transportation Services, or when Drivers are providing Transportation Services; and (b) the approximate location of Driver’s Vehicle will be displayed to the User before and during the provision of Transportation Services to such User. In addition, Uber may access and share Driver’s geo location information with third parties for safety, security and technical purposes.

3. Drivers Requirements.

Drivers agree that that they shall at all times: (a) hold and maintain (i) a valid driver’s license for the type of Vehicle they are driving, and (ii) any required driver passes and certificates of competence and all other required licenses, permits, approvals and authorizations applicable to provide passenger transportation services to third parties in the Territory; and (b) possess the appropriate and current level of training, expertise and experience to provide Transportation Services in a professional manner with due skill, care and diligence; as well as (iii) comply with all applicable legal requirements, as well as local customs and best practices, notably those related to passenger safety and road safety. Drivers may be restricted from accessing or using the App if Drivers fail to meet the requirements set forth in these terms and conditions or if Transportation Provider fails to meet the requirements set forth in the Agreement.

4. Modification.

From time to time, Drivers may be required to enter into updated versions of these terms and conditions in order to continue to have access to the App. Drivers will be provided with a fifteen (15) days’ notice before changes are introduced to this Annex I (“Notice Term”). Drivers have the right to terminate this Annex I within fifteen days (15) days of receiving such notice if Drivers do not agree with future modifications that are introduced to the Annex I. If Drivers continue to provide transportation services using the App during the Notice Term, Drivers will waive their right to the Notice Term and will be deemed to have accepted the modified version of the Annex I.

5. Privacy.

Subject to all applicable laws, Uber may provide to a third party any information (including personal data and any Uber Data) about a Driver provided under the Agreement if: (a) there is a complaint, dispute or conflict, including an accident, between Drivers and Users; (b) it is necessary to enforce the terms of the Agreement; (c) it is required, in Uber’s or any Affiliate’s sole discretion, by applicable law or regulation; (d) it is necessary, in Uber’s or any Affiliate’s sole discretion, to protect the safety, rights, property or security of Uber, the App or any third party; to detect, prevent or otherwise address fraud, security or technical issues; and/or to prevent or stop activity which Uber or any of its Affiliates, in their sole discretion, consider to be, or to pose a risk of being, illegal, against local customs and best practices or legally actionable; or (e) it is required or necessary, in Uber’s or any Affiliate’s sole discretion, for insurance or other purposes related to Driver’s ability to qualify, or remain qualified, to provide Transportation Services. Drivers understand that Uber may retain Drivers’ personal data for legal, regulatory, safety and other necessary purposes after this Agreement is terminated. Uber processes personal data (including that referenced in Section 2.6 above) in accordance with its Privacy Notice available on its website (currently at www.uber.com/privacy).

6. Access to Uber Data.

The Uber Data Drivers have access to through use of the App, includes onboarding data (e.g. bank account information, contact information, vehicle data), operational data (e.g. ride information and other metrics), financial data (e.g. trip revenue due to Drivers, fees due to Uber, past due amounts), customer support contacts and feedback (from riders). After expiry or termination of Annex I, Drivers will lose access to Uber Data. Uber has access to Uber Data via the Uber Platform and may use it for the purposes described in Uber’s Privacy Policy and for commercial purposes, unless expressly prohibited by this Annex I. Uber may share data with third parties as described in the Privacy Notice (available at privacy.uber.com), for example with service providers that assist Uber in providing its services, for which such sharing is required. Uber may also share aggregate data with selected partners for commercial purposes related to the App (“Partner Sharing”). It is not possible for Drivers to opt-out of Partner Sharing, however, Drivers data is not individually identifiable within such aggregate data unless Drivers are riding for a Fleet Partner. In case Uber Data is also considered, in accordance with applicable laws, Drivers’ Personal Data, the information provided in, and the rights afforded under, Uber’s Privacy Notice shall, in case of a conflict, supersede this paragraph.

7. Insurance.

Drivers represent and agree that they hold or are otherwise covered by a valid policy of liability insurance (in industry-standard coverage amounts and as required by applicable law) with respect to Drivers’ operation of the Vehicle(s) under these terms and conditions.

8. Third Party Beneficiary.

The parties acknowledge that Uber is a third party beneficiary to these terms and conditions. Uber will have the irrevocable right (and will be deemed to have accepted the right) to enforce these terms and conditions against Transportation Company and Drivers as a third party beneficiary thereof.

9. Termination.

• 1. Drivers are under no obligation to use the App. If Drivers choose to stop, they may do so without needing to give Uber any notice.
  2. Drivers may terminate this Annex I: (i) without cause at any time by deleting and removing the Uber app from Drivers’ device; (ii) or by contacting Support to follow the permanent account deletion process here. Drivers may also terminate this Annex I immediately, without notice, for (a) Uber’s material breach of this Annex I; (b) within fifteen (15) days of receiving written notice of a change to the Annex I to which Drivers object to and; (c) immediately, without notice, in the event of the insolvency or bankruptcy of Uber or upon Uber’s filing or submission of request for suspension of payment (or similar action or event) against Drivers.
  3. Uber may restrict Drivers’ access to and use of the App without cause at any time upon thirty (30) days’ prior written notice to Drivers setting out the reasons for the termination, except that this notice period does not apply where (i) Uber is subject to a legal or regulatory obligation that requires Uber to terminate use of the App sooner than thirty (30) days; (ii) Drivers have infringed this Annex I; (iii) upon reports Drivers have acted unsafely or violated this Annex I or legislation in connection with a Ride; (iv) Drivers’ behavior amounts to fraud (fraudulent activity may include, but is not limited to, the following actions: sharing account with a third party; deliberately increasing the time or distance of a ride; accepting Rides without intent to complete them; inducing passengers to cancel their Rides; creating false accounts for fraudulent purposes; requesting reimbursement for fees not generated, such as cleaning fees; intentionally requesting, performing, or confirming availability for fraudulent rides; disrupting the operation of Uber applications and GPS, such as by changing phone settings; misusing promotions or for purposes other than those intended; disputing charges for fraudulent or illegitimate reasons; creating duplicate accounts; providing false information or falsified documents); or (v) Uber is exercising a right of termination under an imperative reason pursuant to applicable law, which may include situations where Drivers no longer qualify, under this Annex I, the applicable laws or regulations, or Uber standards and policies, to provide transportation services.
  4. Uber may in the same way restrict Drivers’ access to and use of the App, in particular if there is a suspected breach of Section c above including where Uber receives a serious safety complaint or otherwise potential breach of applicable laws, regulations, as well as local customs and best practices, or whenever necessary to protect third parties, or compliance with applicable laws, or whenever ordered to do so by court or administrative order. In these cases, Uber will request from Drivers any information deemed useful for establishing the facts; however under certain circumstances Uber may be unable to provide Drivers with information about the complaint whilst an investigation is underway (either by us and/or a third party such as the police).
  5. In case of permanent restriction for any reason whatsoever, this Annex I shall be deemed automatically terminated. For the avoidance of any doubt, in the event that the Agreement is terminated for any reason whatsoever, Annex I shall automatically be deemed as terminated.

10. Internal support system.

In case Drivers face issues while using the App and/or have complaints about it, this Annex I, Drivers can contact Uber free of charge via the ‘Help’ section in the App or by visiting help.uber.com so the Uber support team can follow up. Uber will inform Drivers of the outcome within a reasonable period of time.

11. Dispute Resolution.

In the event of any Dispute arising out of or in connection with this Annex I, the parties agree in the first instance to discuss and consider referring the Dispute to mediation in accordance with the Centre for Effective Dispute Resolution (“CEDR”) Model Mediation Procedure (https://www.cedr.com). The parties remain free to jointly identify any mediator of their choice in the event of a dispute.

By clicking “I accept” or signing below (as such may be required by applicable law), Driver expressly acknowledges that he or she: (i) has read and understood the terms and conditions of this Annex I; (ii) has had the opportunity to consult with others (including an attorney) regarding this Annex I; (iii) agrees to be bound by the terms and conditions of this Annex I; and (iv) is legally competent to enter into it.