PARTIES

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

[2] You are an independent entrepreneur or a company in the business of providing transportation services to riders (“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 and Annex II.

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

“Share” is a ride pooling option that allows two or more Riders unknown to one another to share all or part of a Ride.

"Territory" means Portugal, 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 or User’s name, the User’s contact information, the User’s signature and the User’s photo, as well as any other relevant details or as required by applicable laws.

TERMS

1. Overview. 
2. 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 through Drivers.  
   2. In order to provide Rides, Your Drivers must agree to separate terms in writing 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 transportation services (“Rides”) to users of the Uber App (“Riders”). By agreeing to the Terms, Uber BV will provide Your Driver(s), under the terms and conditions included in Annex I and Annex II 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 Annex II, 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 Uber 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). 
   7. Uber BV may present options for vehicle views to eligible Drivers, each of which may be shown to Your Drivers in Annex I. 
2. Uber BV’s Services: In consideration for the Service Fee, as set out in clause 9 or, where applicable, for other applicable Billing Model, Uber BV provides the following services via the App and related technology:
3. 1. Uber BV will act as Your disclosed agent in order to provide the Services. 
   2. The technology for You and Your Drivers to connect and contract with Riders for Your provision of transportation services.
   3. Payment collection and payment processing services (including issuing invoices and receipts on Your behalf, either directly or through an authorised 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).

(together the "Services").

3. 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, including whether You contract with them on an employed, worker or self-employed basis.
4. Using the Services:
5. 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 offers for Rides or time limits on how long each of Your Drivers can use the App consecutively for public 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.
   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 and rating, in accordance with clause 15 (Privacy), as well as any other relevant details or as required by applicable laws.
   9. Unless You have agreed to the contrary, You or Your Drivers alone will be responsible for choosing the most effective 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 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) their approximate location will be displayed to 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.
5. Riders. 
6. 1. When Your Driver confirms a Rides offer sent to them through the App and the agreement is communicated to the Rider by Uber BV as disclosed agent, this will give rise to a direct contract between You and the Rider. 
   2. We are not liable for what a Rider does to You, Your Drivers or the vehicles used for Rides. In certain circumstances, a cleaning fee will 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. 
6. Your Obligations. 
7. 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 and other legally required authorisations required in order for You to provide Rides to both Riders and third parties in the Territory; and (ii) comply with all relevant regulatory requirements. 
   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, and (ii) comply with all relevant regulatory requirements, (iii) with the applicable laws, (iv) regulations, (v) as well as 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 Driver agrees a different route with the Rider). 
   4. You will be responsible for any surcharges (e.g. road taxes, congestion charges, tunnel, parking or airport charges), and any taxes and fees that may be incurred as a result of the provision of a Ride, unless they are passed on to the Rider in accordance with these Partner Terms.
   5. 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.
   6. 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.
   7. You must ensure that each vehicle used 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), properly registered, licensed and suitable to use as a private-hire vehicle, taxi vehicle or other licensed vehicle (as required by law), and maintained in good condition consistent with industry and legal safety and maintenance standards.
   8. Before and during the use of the App by Your Drivers, You undertake to provide the necessary documentation in order to demonstrate compliance with applicable law to the competent authorities.
   9. At all times during the duration of these Partner Terms, You will ensure that commercial motor insurance is maintained on all vehicles used by You or Your Drivers in accordance with clause 18 below.
   10. 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 that Ride or return of a lost item, or except where both Driver and Rider expressly consent to it. 
   11. 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.
   12. 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 your Territory.
   13. 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). 
   14. 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.
   15. 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 forth in Annex I and Annex II.
   16. 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 and Annex II. 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. 
7. Use of the App.
8. 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 take, decline or ignore any Ride offer. 
   3. Whilst Your Drivers are using the App, You agree and understand that there may be  geographic restrictions on where Your Drivers can receive Rides based on their private hire or taxi license and also the  time limits on how long Your Drivers can drive consecutively for public safety or legal reasons.
   4. We do not require Your Drivers to drive with the App exclusively. You can contract with other companies for You or Your Drivers to provide transportation services elsewhere, including competitors of Uber. 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 or Your entity’s information, as well as any other relevant details or as required by applicable laws. 
   8. If available in the Territory, a Rider is able to schedule a pre-booked ride with Your Drivers. Your Drivers may receive ride offers from Riders who have requested them specifically. 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 for details on cancelling these bookings.
   9. Your Driver will be responsible for choosing the most effective and safe manner to reach the destination.
   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 any applicable laws, including with respect to Riders with disabilities or service animals. 
   11. Once Your Driver has confirmed they are willing to take a Ride request they may still cancel the  provision of that Ride, subject to our current cancellation policies. 
   12. After a Ride, and pursuant to the applicable laws, the Rider will be able to give the Driver a rating. Riders will see the Driver ratings in the Rider App and it may impact on whether or not they want the Driver to provide them a Ride. You will have access to Your Drivers’ ratings. Your rating or Your Driver rating does not have an influence on the Rides’ offers.
   13. You will be charged a Service Fee for using the Services regarding the Fare calculated and actually charged in accordance with the applicable laws or, where applicable, any other consideration due under the Billing Model applicable to you or any of Your Drivers.
8. Fares. 
9. 1. A Fare will be charged to Riders for each Ride completed by Your Drivers. The “Fare” may consist of  one or more components based on the actual or estimated distance and/or time amounts, including a base fare amount (subject to this clause 8 and 9.c below), and promotions and discounts to the Riders. The fare includes VAT, if applicable. Fares vary by region (as detailed in the App depending on the selected product), and may vary depending on local supply and demand (known as “dynamic pricing”), and may also be adjusted at our discretion based on local market factors. Without prejudice to the above, Uber will provide You with notice of any change to any base fare or applicable distance and/or time amounts. 
   2. The Fare does not include any tip paid by Riders.  Riders may pay tips, either directly to Your Drivers in cash (if allowed in Your Territory as per applicable laws) 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. Tips belong to Drivers and You undertake to remit them to the Drivers without making any deductions except as required by law (notably to cover for any and all applicable mandatory taxes and withholdings). Without prejudice to the above, whenever possible under local laws, You may enter into a separate written contract with Your Drivers regarding the destination of their tips and any deductions that may be applicable.You hereby expressly accept and acknowledge the terms and conditions set out in Annex III and, therefore, to expressly abide by them.
   3. Any Ride surcharges incurred by Your Driver as part of a Ride (such as road, bridge, ferry, tunnel or airport charges) will be paid for by the Rider in addition to the Fare. 
   4. After a Ride You can instruct us to charge the Rider a lower Fare, at Your own discretion. 
   5. Your Fares and other amounts we collect from Riders on Your behalf will be remitted to You on at least a weekly basis, deducted from the Service Fee payable under clause 9 below or, where applicable, any other consideration due under the Billing Model applicable to you or any of Your Drivers. 
   6. 1. Fare adjustments: If Passenger 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 Passengers.
      2. In more serious situations, such as indications of alleged fraud or charges for Rides that did not take place, You authorise us to adjust or completely cancel the Fare or Ride surcharges in our discretion and without checking with You in advance.
   6. 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.
      
      
      
9. Remuneration. 
10. 1. Billing Model. You may be charged a Service Fee for the use of the Services regarding the Fare calculated and actually charged in accordance with the applicable laws or, where applicable, any other consideration due under the Billing Model applicable to you or any of Your Drivers. The application of certain Billing Models may be subject to the acceptance of specific terms and conditions, depending on their availability in the Territory.
    2. The Service Fee, if applicable, is charged to You on at least a weekly basis (including Fare related taxes but excluding surcharges and tips), subject to the applicable laws. If applicable, VAT will be added to 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 in our discretion with fifteen (15) days’ prior written notice to You.
    4. Share (if Available in the Territory): In consideration for the provision of the Share option, You agree that the Service Fee You pay to Uber BV may vary on a per Fare basis based on Uber BV’s success in finding additional Riders to share in all or part of a Ride (“Share Service Fee”). The variable Share Service Fee will be calculated by reference to the Share Fare in question and will take into account the efficiency and compatibility of the additional Rider’s anticipated route as part of the Ride. Uber BV will calculate the Share Fare and the Pool Service Fee associated with each Ride and will display it to the Driver in the App.
10. Invoices and Receipts. At the end of a Ride, we will automatically send trip data information to a certified invoicing service provider who will issue e-invoices on Your behalf after each trip. We will automatically send a PDF to the Rider on Your behalf. The PDF will include a breakdown of 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 or we will have no further responsibility. The e-invoice and the PDF will include a reference to the VAT charged if You have informed us that You are registered for VAT and in a tax regime that requires you to charge VAT. You and the Rider can download the PDF in the Dashboard and in the App. You declare and agree that you will keep your tax information up to date and available at all times, so that invoices and receipts may be duly issued in accordance with applicable law, failing which you will be in breach of these Partner Terms.
11. Taxes. You will comply with applicable law 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 the law in Your region requires it). In addition each of Your Drivers is responsible for taxes on their own income. Based on applicable tax or regulatory considerations, we may choose in our reasonable discretion 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. 
    
    
    
12. Devices. To access the Services, You and Your Drivers must 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 providing transportation services. This license will terminate the moment You permanently stop using our Services.
13. 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.
14. Access to the Services and Termination. 
15. 1. You are under no obligation to use 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 to follow the permanent account deletion process here. 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 terminate these Terms immediately, without notice, (a) due to Uber’s 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 Your Drivers’ access and use of the Services and of the App in case of breach of these Partner Terms, in particular if there is a suspected breach of Clause 6 (Your Obligations) or Clause 14. (d)(ii) including where we receive a safety complaint or otherwise potential breach of applicable laws, regulations, as well as local customs and best practices in relation to You or any of your Drivers. In these cases, Uber may request from You and/or Your Drivers any information deemed useful for establishing the facts, as required by the applicable laws; however under certain circumstances Uber may be unable to provide You or Your Drivers with information about the complaint whilst an investigation or report is underway (either by us and/or a third party, such as criminal or judiciary authorities).
    4. We may terminate these Partner Terms at any time upon thirty (30) days’ prior written notice, 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 the thirty (30) days prior notice abovementioned; (ii) You have infringed these 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 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 Terms or legislation in connection with the provision of transportation services (for example, in case of refusing a passenger with a service animal, against applicable laws); (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, or otherwise using of any of the App’s options or tools in a misleading manner or in a way intended to manipulate the proper functioning of the App and its respective marketplace; 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. 
15. Privacy. We collect, use and disclose information from or about You and Your Drivers as described in our Privacy Statement found on our website (currently at www.uber.com/legal/privacy/drivers-non-us). This includes Driver location data, which must be provided as a condition of Your use of our Services.  
16. 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.
16. Access to Data. The Uber Data You and Your Drivers have access to through Your and Your Drivers’ use of the Dashboard and the 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. trip 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 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 these Terms. 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 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. 
17. 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 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 marks. You may not copy, 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. 
18. Insurance & Accidents. You will ensure that commercial 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 shall 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) occupational accident insurance (if applicable) 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 our insurers in any investigation of that accident.
19. Indemnity. In order to have access to our Services, You agree that You will indemnify, defend (at our option) and hold us, our affiliate companies and our 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 generally. We may seek reimbursement from You for any damages suffered by us, within the scope of the provisions set out in applicable law.
    
    
    
20. Disclaimer. We provide our Services and the App “as is” and “as available,” and 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, the Riders who may request or actually receive Rides from Your Drivers or the availability of the Services or App. 
21. Limitation of Liability. 
22. 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), misrepresentation, 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 software, data or information, loss of or damage to goodwill and indirect or consequential loss. 
    2. Nothing in these Partner Terms limits any liability which cannot legally be limited, including liability for death or personal injury caused by negligence and liability for fraud or fraudulent misrepresentation.  
    3. Subject to clause 21 (b), our total liability to You shall not exceed the amount of Service Fee or, where applicable, any other consideration due under the Billing Model applicable to you or any of Your Drivers paid to and/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 act or omission of You, Your Driver(s), any Rider or third party.
22. General. 
23. 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 connected to 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. 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, as Your use of the Dashboard and App is personal to You and each of Your Drivers). 
    4. There are no third party beneficiaries to these Partner Terms. 
23. Auditing/investigations: During the term of this agreement 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, or (C) 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.
24. Internal Support System. In case You face issues 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. 
25. Dispute Resolution Process. In the event of any Dispute arising out of or in connection with these Driver 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.
26. 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 as ser forth in the applicable laws. 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 Portugal shall have exclusive jurisdiction to settle any Dispute or claim arising out of or in connection with these Partner Terms.

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

1.3. “App” means Uber’s mobile application that enables transportation providers to  access the App 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.

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

1.5. “Driver-Provided Device” means a mobile device owned by a Driver, whether or not controlled by the Transportation Company, on which the App has been duly and validly installed for the purpose of providing Transportation  Services.

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

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

1.8. “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. 

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

1.10. “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. 

1.11. “Vehicle” means any vehicle registered in the App by the Transportation Company that:  (a) meets and complies with all the applicable laws; (b) meets the then-current Uber requirements for a vehicle on the App; and (c) 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. If Drivers accept an offer for Transportation Services,  the App will provide certain User information to Drivers via the App. Drivers will obtain the User destination from the App. 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, as required by the applicable laws. 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 application, 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 the applicable terms and conditions or Transportation Company’s violation of the Agreement, or Drivers’ or Transportation  Company’s act or omission that causes harm to Uber’s or any of its Affiliates’ brand, reputation or business as determined by Uber in its sole discretion 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, 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 and comments 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 and comments, provided that Uber and its  Affiliates reserve the right to edit or remove comments in the event that such comments include obscenities or other objectionable content, include an individual’s name or other personal information, or violate any privacy laws, other  applicable laws or Uber’s or its Affiliates’ content policies. 

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 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 in order to provide the  Transportation Services. Drivers acknowledge and agree that: (a) his or her geo-location  information may be obtained while the App is running and 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, technical purposes or as legally required. 

3. Drivers Requirements

Drivers agree that that they shall at all times: (a) hold and maintain (i) a valid driver's license with the appropriate level of certification to operate the Vehicle assigned to them, and (ii) all licenses, permits, approvals and authorizations necessary 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 laws and regulations. Drivers agree that he or she may be, pursuant to the applicable laws, subject to certain background and driving record checks from time to time in order to qualify to provide, and remain eligible to provide, Transportation Services. 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. 

5. Privacy

Subject to all applicable laws, Uber may provide to a third party any information (including personal data and any Uber Data) about 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 policy located at www.uber.com/legal.

6. Insurance

Drivers represent and agree that they hold or are otherwise covered, whether directly or through the Transportation Company, by a  valid policy of liability insurance (in industry-standard coverage amounts) with respect to  Drivers’ operation of the Vehicle(s) under these terms and conditions.

7. No 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. 

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.

Driver Signature: __________________ 

Name:  __________________________ 

Date: ___________________________

Annex II

Driver has entered into a written agreement executed with the partner (“Transportation Company”). Transportation Company and Uber B.V. (“Uber” “we” or “us”) entered into an Agreement in order for the Transportation Company to access the Uber App (the “App”) to provide passenger transportation services or rides to Users (the “Agreement” or “Partner Terms”). These Supplemental Terms set forth additional terms and conditions that are applicable to Drivers and to the Transportation Company.

Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Annex I. Except where modified below, the remainder of the Annex I shall remain unchanged. These Supplemental Terms to Annex I do not alter Driver relationship with Uber or with the Transportation Company, and in the event of a conflict between these and the Annex I, the terms of these Supplemental Terms shall supersede only to the extent of the conflict.

For the purposes of these Supplemental Terms, the definitions below shall apply: 

"Dispute" means any dispute, action, claim, controversy or cause of action among the parties arising out of or in connection with the Supplemental Terms or the 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 these Supplemental Terms or the Annex I.

Supplemental Terms to Annex I relating to Drivers’ use of the App: 

1. Notice of changes. We will provide Drivers with a fifteen (15) days’ notice before changes are introduced to these Supplemental Terms or Annex I (“Notice Term”). Drivers have the right to terminate these Supplemental Terms or the Annex I within fifteen days (15) days of receiving such notice if Drivers do not agree with future modifications that we introduce to the Supplemental Terms or the Annex I. If Drivers continue to provide transportation services using the App after 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.
2. Access to Uber Data. The Uber Data Drivers have access to through use of the Uber 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 these Supplemental Terms or 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. 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. 
3. Termination. 
4. 1. Drivers are under no obligation to use the App. If Drivers choose to stop, they may do so without needing to give us any notice.
   2. Drivers may terminate these Supplemental Terms or 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 these Supplemental Terms immediately, without notice, for (a) Uber’s material breach of these Supplemental Terms or the Annex I; (b) within fifteen (15) days of receiving written notice of a change to the Supplemental Terms and 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 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) we are subject to a legal or regulatory obligation that requires us to terminate use of the App sooner than thirty (30) days prior notice abovementioned; (ii) Drivers have infringed the Partner Terms, these Supplemental Terms and Annex I, or the applicable laws or regulations; (iii) upon reports Drivers have acted unsafely or violated these Supplemental Terms or legislation in connection with a trip (for example, in case of refusing a passenger with a service animal, against applicable laws); (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 orders; 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, or otherwise using of any of the App’s options or tools in a misleading manner or in a way intended to manipulate the proper functioning of the App and its respective marketplace; 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, which may include situations where Drivers no longer qualify, under these Supplemental Terms, 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 3. c above including where we receive a safety complaint or otherwise potential breach of applicable laws, regulations, as well as local customs and best practices. In these cases, Uber will request from Drivers any information deemed useful for establishing the facts, as required by the applicable laws; however under certain circumstances Uber may be unable to provide Drivers with information about the complaint whilst an investigation or report is underway (either by us and/or a third party such as or criminal authorities and judiciary authorities).
   5. In case of permanent restriction for any reason whatsoever, these Supplemental Terms and 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 and these Supplemental Terms shall automatically be deemed as terminated.
4. Internal support system. In case Drivers face issues using the App and/or have complaints about it, these Supplemental Terms or Annex I, Drivers can contact us free of charge via the ‘Help’ section in the App or by visiting help.uber.com https://help.uber.com/driving-and-delivering so the Uber support team can follow up. We will inform Drivers of the outcome within a reasonable period of time.

Annex III

TERMS RELATING TO THE DELIVERY OF GRATUITIES BY USERS TO DRIVERS THROUGH UBER'S DIGITAL APPLICATION  

This Annex sets forth the additional terms and conditions that are applicable to Your Drivers who have elected to receive gratuities or tips given by Users through the Uber App. Capitalized terms used in this Annex that are defined have the meaning ascribed to them in the Agreement.

You and the Drivers you engage with have the option to receive gratuities or tips given by Users through the App. The provision of such gratuities is at the Passenger's sole discretion, and Uber does not guarantee that You or the Drivers You engage with will receive Passenger gratuities. Gratuities paid to Your Drivers will be transferred to You on a weekly basis, at least. Uber will also provide You with complete information regarding the amounts of gratuities received by each Driver. Gratuities given to Drivers through the App belong to the Driver. You agree to transfer all gratuities directly to the Driver to whom they are due, without making any deductions. Notwithstanding the foregoing, where possible under applicable law, You may enter into a separate written agreement with Your Drivers regarding the destination of Your gratuities and any applicable deductions. 

In addition, Your obligation to transfer all gratuities received to Your Drivers applies even if the amounts received by You during the applicable pay period are not sufficient to cover the value of those gratuities.