General Terms
This Agreement and General Terms set forth the main terms and conditions applying to and governing the usage of the Drupp Harmony Limited web based/Mobile Application and Services.
1. DEFINITIONS
1.1. Drupp Harmony – Drupp Harmony Limited.
1.2. Drupp Harmony Services – services that Drupp Harmony provides, including provision and maintenance of the Drupp Harmony Mobile Application, In-app Payment, customer support, communication between the Driver and the Passenger and other similar services.
1.3 Drupp Harmony App – a smartphone (android/iOS) mobile application for Drivers and Passengers to request and receive Transportation Services.
1.4. Drupp Harmony Platform – technology connecting Passengers with Drivers to help them move around cities more efficiently.
1.5. Passenger – a person requesting Transportation Services by using Drupp Harmony Platform.
1.6. Driver – the person providing Transportation Services via the Drupp Harmony Platform. Each Driver will get a personal Drupp Harmony Driver Account to use the Drupp Harmony App and Drupp Harmony Platform.
1.7. Fare – the fee a Passenger is obliged to pay the Driver for the provision of the Transportation Services.
1.8. Drupp Harmony Fee – the fee that Driver is obliged to pay to Drupp Harmony for using the Drupp Harmony Platform.
1.9. In-app Payment – cards, carrier billing and other payment methods used by the Passenger via the Drupp Harmony App to pay for the Transportation Services.
1.10Drupp Harmony Driver Account – access to a website containing information and documents regarding usage of the Drupp Harmony Services in course of provision of Transportation Services, including accounting documentation. Driver may access the Drupp Harmony Driver Account by entering username and password.
2. ENTRY INTO THE AGREEMENT
2.1. Prior to using the Drupp Harmony Services, the Driver must sign up by providing the requested information in the signup application on the Drupp Harmony website and uploading necessary documentation as required by Drupp Harmony. Upon successful completion of the signup application, Drupp Harmony shall provide the Driver with a personal account accessible via a username and password.
2.2. The Driver shall not authorize other persons the use of his Drupp Harmony Driver Account, transfer or assign same to any other person, use the Drupp Harmony Services for any unauthorized or unlawful purposes or in any way impair the proper operation of the Drupp Harmony Services but shall fully comply with all laws and regulations applicable in the State and local area of operation.
2.3. The Driver shall be obligated to provide evidence of possession of valid driving license, particulars of vehicle registration, bank requisites and in a GPS-supporting mobile device. The failure to comply with the provided requirements and conditions may result in termination of the Agreement and right to use the Drupp Harmony Services.
2.4. Nothing in this Agreement shall permit the Driver to be construed as an employee or agent of Drupp Harmony. The Driver acknowledges that Drupp Harmony does not provide transportation nor act as a carrier service and that all such transportation and carrier services are provided by the Driver in his capacity as an independent contractor.
3. RIGHT TO USE DRUPP HARMONY APP AND DRUPP HARMONY DRIVER ACCOUNT .
3.1. Upon execution of this Agreement, Drupp Harmony grants the Driver a personal license to use the Drupp Harmony App and the Drupp Harmony Driver Account, which license cannot be sublicensed nor transferred to any third party by the Driver.
3.2. In course of using the Drupp Harmony App and/or Drupp Harmony Driver Account the Driver shall not carry out or attempt to carry out any reverse engineering, hacking, modification or in any way attempt to gain authorized access to the Drupp Harmony App, Drupp Harmony Driver Account or other Drupp Harmony services or in any way damage or adversely affect the operations of the Drupp Harmony Platform.
3.3 The License granted by the execution of this Agreement shall stand automatically and simultaneously revoked with the termination of this Agreement for any reason. Upon termination the Driver shall cease to use the Drupp Harmony App and Drupp Harmony Driver Account and may be blocked at the discretion of Drupp Harmony without prior notice.
3.4 Drupp Harmony may provide the Driver with tags, labels, stickers or other signs that refer to the Drupp Harmony brand or otherwise indicate the use of the Drupp Harmony platform. The rights to use such signs by the Driver are non-exclusive and non-transferable and intended only for the purpose of indicating the Driver to be providing Transportation Services via the Drupp Harmony Platform. Upon termination of the Agreement any and all such signs must be removed by the Driver.
4. PROVIDING THE TRANSPORTATION SERVICES
4.1. Driver’s Obligations. The Driver guarantees to provide Transportation Services in accordance with the General Terms of this Agreement as well as laws and regulations applicable in the state and locality where he provides Transportation Services. The Driver shall be solely and fully liable for any violation of any local laws and regulations as may arise from providing Transportation Services.
4.2. The Driver shall possess all licenses (including a valid driver's license), permits, car insurance, liability insurance (if applicable), registrations, certifications and other documentation that are required in the applicable jurisdiction for providing the Transportation Services. Drupp Harmony reserves the right to require the Driver to present evidence and submit for review all the necessary licenses, permits, approvals, authority, registrations and certifications.
4.3. The Driver shall provide the Transportation Services in a professional manner in accordance with the generally accepted best practices and business ethics applicable to providing such services. In the best interests of the Passenger, the Driver: i. must take the route least costly for the Passenger, unless the Passenger explicitly requests otherwise; ii. may not make any un-authorised stops; iii. may not have any other passengers in the vehicle other than the Passenger and the passengers accompanying the Passenger; and iv. must adhere to any applicable traffic laws and regulations.
4.4.The Driver retains the sole right to determine his times of provision of the Transportation Services and shall accept or decline Transportation Services requests made by Passengers at his own choosing.
4.5. Expenses. The Driver shall be obliged to provide and maintain all equipment and means that are necessary to perform the Transportation Services at his own expense, including a motor vehicle and smartphone or mobile device. The Driver is also responsible for all costs incurred in the course of performing the Transportation Services including, but not limited to, fuel, repairs, mobile data plan costs, duty fees, amortization of the vehicle and insurance.
4.6. Fares. The Driver shall be entitled to charge a fare for each instance of acceptance of a Passenger on the Drupp Harmony Platform and completion of the Transportation Service as requested. The Fare is calculated based on a default base fare, the distance of the specific journey as determined by the GPS-based device and the duration of the specific travel. The default base fare may fluctuate based on the local market situation. The Driver may have the right to charge the Passenger less than the Fare indicated by the Drupp Harmony App. However, charging the Passenger less than the fare the Drupp Harmony App indicates, does not decrease the Drupp Harmony Fee.
4.7. Where the Driver is of the opinion that there has occurred an error in the calculation of the Fare and wishes to make corrections in such calculation, the Driver must submit a petition to Drupp Harmony via the Drupp Harmony App whereupon Drupp Harmony shall recalculate the Fare and reimburse the Driver for any errors where necessary.
4.8. Drupp Harmony may adjust the Fare for a particular order completed, if a violation (such as taking a longer route or not stopping the fare meter of the Drupp Harmony App after the Transportation Services have been completed) or in case a technical error affecting the final fare is identified. Drupp Harmony may also reduce or cancel the fare in the case of a reasonable suspicion of fraud or a complaint by the Passenger indicates a violation by the Driver. Drupp Harmony will only exercise its right to reduce or cancel the fare in a reasonable and justified manner.
4.9. The Passenger may pay the fare for the Transportation Services either directly to the Driver or via the In-app Payment as described in Section 6 of these General Terms. Where the Passenger pays the Fare directly, it is the obligation of the Driver to collect the Fare. In case the Passenger fails or refuses to pay, Drupp Harmony will send a notice of debt to the Passenger on behalf of the Driver. Drupp Harmony shall however be under no obligation to compensate the Driver for any fare not paid by the Passenger.
4.10.Where passengers in the vehicle do not agree to pay the Fare for the provision of Transportation Service, the Fare shall be paid by the Passenger who ordered the provision of Transportation Service. If the Passenger justifiably refuses to pay the Fare on the account that the Driver’s information stated in the Drupp Harmony App is incorrect, then Drupp Harmony will not reimburse the Driver for such expenses.
4.11.Receipts. After each successful provision of Transportation Services, Drupp Harmony shall create a receipt consisting of the name of the Driver, the registration number of the vehicle, the date, time, the start and end locations, the duration and length of the journey, the Fare and the Fare paid for the provision of the Transportation Services. The receipt of each provision of Transportation Services shall be available to the Driver via the Drupp Harmony Driver Account.
4.12 Cancellation Fee & Wait Time Fee. The Passenger shall reserve a right to cancel a request for Transportation Services that a Driver has accepted via the Drupp Harmony App. The Driver shall in the event be entitled to the Fare for cancelled Transportation Services (Cancellation Fee) in the event that the Passenger cancelled an accepted request for Transportation Services after a time period determined by the Drupp Harmony App.
4.13. Damages. Cost of repairs for damages negligently caused to the vehicle by a Passenger in the course of the provision of the Transportation Services, shall be borne by the Passenger or by the customer who ordered the Transportation Services, if such customer is different from the Passenger.
4.14. Authorisation to issue invoices. Drupp Harmony shall have a right to issue invoices on the Driver’s behalf to the Passenger in order to compensate the Driver for any Fares, contractual penalties or other fees that Drupp Harmony mediates. The invoice will be made available to the Driver via the Drupp Harmony Driver Account.
5. DRUPP HARMONY FEES
5.1. For use of the Drupp Harmony Services, the Driver shall be obliged to pay to a fee (the Drupp Harmony Fee). The Drupp Harmony Fee is paid based on the Fare of each Transportation Service order that the Driver may complete. The amount of the Drupp Harmony Fee shall be made available to the Driver via e-mail, the Drupp Harmony App, Drupp Harmony Driver Account or other pertinent means. The Drupp HarmonyFee shall be subject to periodic reviews and changes with prior notification given to the Driver.
5.2. The Driver shall pay the Drupp Harmony Fee and any other fees due to Drupp Harmony for each month within the first Ten (10) days of the succeeding month. Later payments shall attract a penalty of N……… for each day the fee remains unpaid. Fees which remain unpaid in excess of Thirty (30) days after they become due may result in termination of this Agreement and recovery of said fees by legal means.
6. IN-APP PAYMENTS
6.1. The Driver hereby authorizes Drupp Harmony to act on his behalf as a limited commercial agent for the sole purpose of collecting the Fares or other fees paid directly on the Drupp Harmony App by the Passenger for the Transportation Services by debit cards, carrier billing or other online payment methods.
6.2. The Driver shall not refuse payment by the Passenger via the In-app Payment, or influence the Passenger against the use of the In-app Payment. Refusal to accept In-app payments by the Drive may result in the charge of a contractual penalty in the amount of N……. and/or removal of his right to use the Drupp Harmony Services in case of repetitive behaviour.
6.3. Drupp Harmony reserves the right to distribute promo code to riders at its discretion on a promotional basis. Drivers shall be required to accept the use of promo code only when the rider applies the code in-app for a trip using card payment. Promo codes shall not be applied to cash paid trips.
6.4. The Driver shall be entitled to review In-app Payment reports in the Drupp HarmonyDriver Account or App. The reports will show the amounts of the In-app Payments brokered in the previous week as well as the withheld amounts of the Drupp Harmony Fee. The Driver shall notify Drupp Harmony of any important circumstances which may affect its obligations to collect and distribute the Fares paid via In-app Payment.
6.5. Drupp Harmony shall not be obliged to pay the Driver the Fare due from the Passenger if the In-app Payment failed because the Passenger's credit card or other payment is cancelled or is unsuccessful for other reasons. In such case Drupp Harmony shall make request for Fare due from the Passenger and shall transmit same to the Driver once the Passenger has made the requested payment.
6.6. The obligation shall be upon the Driver before providing Transportation Services, to verify that the service is being actually provided to the right Passenger or the Passenger has expressly confirmed he/she allows other passengers to ride under his/her Passenger's account. Mistakes in identifying the Passenger resulting in In-app Payment being charged to a person, who has not been provided or has not approved the Transportation Services for other passengers, shall result in reimbursement to such a person for the Fare at the expense of the Driver.
6.7. Drupp Harmony shall set off any Fares paid via In-app Payment against the amounts the Driver is obliged to pay to Drupp Harmony.
7. CUSTOMER SUPPORT
7.1. Drupp Harmony shall provide the Driver, customer support regarding the use of the Drupp Harmony Services subject to the provision that Drupp Harmony may withhold such customer support services where the Driver is in default regarding Drupp Harmony Fees or any other payment for any period in excess of Seven (7) days from the date such payment became due.
8. RATINGS AND ACTIVITY
8.1. To guarantee high-quality service and provide additional reassurance to Passengers, the Driver acknowledges that the Passenger may provide a Driver rating and leave feedback regarding the quality of the Transportation Services provided. The Driver’s average rating will be linked to the Driver´s account and will be available to Passengers in the Drupp Harmony App. Ratings or comments found not given in good faith shall not be projected in the calculations of the Driver’s rating.
8.2. In addition to the rating, Drupp Harmony shall measure the Driver’s level of activity and provide an activity score, which is based on activity regarding accepting, declining, not responding and completing Transportation Service requests.
8.3. In order to provide reliable services to Passengers, Drupp Harmony may determine a minimum average rating and a minimum activity score that the Driver must establish and maintain. If, after a pertinent notification from Drupp Harmony, the Driver’s average rating or activity score remains below the minimum level within a Thirty (30) days review period, the Driver´s account will be automatically suspended either temporarily or permanently. Reversal of the suspension of the Driver’s account may be allowed if it is merited by any external circumstances or it is detected that the suspension was caused by a system error or false ratings
9. MARKET OVERVIEWS AND CAMPAIGNS
9.1. Market overviews. Drupp Harmony may make available to the Driver, via the Drupp Harmony App, Drupp Harmony Driver Account, SMS, e-mail or other means, market overviews, in order to increase awareness regarding when the demand by the Passengers is highest. Such market overviews are merely recommendatory and do not constitute any obligations upon the Driver.
9.2. Campaigns for Passengers. Drupp Harmony may occasionally arrange various campaigns to Passengers in order to promote the Drupp Harmony Platform. If the Fare paid by the Passengers is reduced as part of such campaign, Drupp Harmony undertakes to pay compensation to the Driver in the monetary value of the benefit offered to the Passengers. The compensation may be set off against the Drupp Harmony Fee.
10. RELATIONSHIP BETWEEN PARTIES AND THE PASSENGER
10.1. Drupp Harmony provides an information society service and does not provide Transportation Services. By providing the Drupp Harmony Platform and Drupp Harmony Services, Drupp Harmony acts as a marketplace connecting Passengers with Drivers to help them move around cities more efficiently.
10.2. The Driver is engaged in providing the Transportation Services on the basis of a contract for carriage of passengers and provides the Transportation Services either independently or via a company as an economic and professional activity.
11. LIABILITY
12.1. The Drupp Harmony Platform is provided on an "as is" and "as available" basis. Drupp Harmony does not represent, warrant or guarantee that access to the Platform will be uninterrupted or error free. Neither does Drupp Harmony guarantee that the Driver’s usage of the Platform will result in any Transportation Service requests.
12.2. Drupp Harmony shall not be liable for the actions or non-actions of the Passenger or co-passengers and shall not be liable for any loss or damage that may incur to the Driver or the vehicle as a result of actions or non-actions of the Passenger or co-passengers.
12.3. Drupp Harmony shall not be liable in any action or claim presented by any Passenger in connection with the Driver’s provision of Transportation Services.
12.4. The Driver shall bear full liability for his breach of the General Terms, the Agreement or any other applicable laws or regulations and must stop and remedy such breach immediately after receipt of a respective demand from Drupp Harmony or any lawful authority.
13. TERMINATION
13.1. Either Party may terminate this Agreement at its discretion by giving to the other Party notice a minimum of seven (7) days in advance. Thereafter the Driver’s right to use the Drupp Harmony Platform and Drupp Harmony Services shall terminate.
13.2. In the case of breach of the General Terms or Agreement, any applicable laws or regulations or cause of any harm to Drupp Harmony’s brand, reputation or business by the Driver, Drupp Harmony shall be entitled to immediately terminate the Agreement and block the Driver’s access to the Drupp Harmony Platform without giving any advance notice.
13.3. Failure of the Driver to meet the minimal service requirements, such as the minimal rating and activity score, would entitle Drupp Harmony to immediately terminate the Agreement without giving any advance notice.
14. AMENDMENTS
14.1. Any changes made to this Agreement, after such changes have been made available to the Driver via e-mail, Drupp Harmony App or Drupp Harmony Driver Account and the Driver continues to provide the Transportation Services, shall be deemed accepted and shall become effective within Seven (7) days of their communication to the Driver.
15. APPLICABLE LAW AND COURT JURISDICTION
15.1. This MOU shall be governed, interpreted and construed in accordance with the Laws of the Federal Republic of Nigeria.
16. NOTICES
16.1. The Driver is obliged to immediately notify Drupp Harmony of any changes to his pertinent and contact information.
16.2. Any notice required to be given under the General Terms and Agreement shall be sufficiently given if:
(i) delivered personally;
(ii) sent by courier with proof of delivery;
(iii) sent by e-mail; or
(iv) made available via the Drupp Harmony App or Drupp Harmony Driver Account. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed this ……… day of
………………………………………, 20…..
SIGNED, SEALED AND DELIVERED SIGNED BY: ……………………………………
By the within named:
DRUPP HARMONY LIMITED DRIVER
SWORN TO this …… day of ……………. 20…..
Before Me
…………………………………
Notary Public
