Last updated: 16 September 2020
- About this Agreement
- About Gojek
Gojek is a technology services company. It provides a system to connect individual drivers or vehicle operators with Users. Gojek does not provide transportation services, nor act as a transportation carrier or provider, courier, postal services provider, delivery services provider, food and beverage supplier or operator, taxi or private hire operator, nor act as an agent for any such person or entity. All Transportation Services are provided directly by You to Users, and You act as an independent, third party contractor carrying on business on Your own account, not under the employment of any Gojek Group Company.
- Definitions and Interpretation
- 3.1 In this Agreement, the following terms have the following meanings:
- Account means the registered account You obtain to access the Services;
- Additional Charges is defined in clause 9.4;
- Affiliate means, in relation to a party, any entity that controls, is under the control of, or is under common control with, that party, where control means the direct or indirect ownership of more than 50 per cent of the voting capital or similar right of ownership of that party or the legal power to direct or cause the direction of the general management and policies of that party, whether through the ownership of voting capital, by contract or otherwise, and controls and controlled shall be interpreted accordingly;
- Agreement means this Gojek Driver Services Agreement, all applicable Local Terms and all applicable Specific Terms;
- Applicable Law means all applicable laws, by-laws, enactments, regulations, regulatory policies, ordinances, protocols, industry codes, road traffic codes, regulatory permits, regulatory licences or requirements of any court, tribunal or governmental, statutory, regulatory, judicial, administrative or supervisory authority or body, which are in force from time to time during the term of this Agreement;
- Driver Application means the electronic application supplied by Gojek and/or Gojek Group Companies for drivers and vehicle operators to connect with Users;
- Driver Wallet means the feature within the Driver Application that records the amounts payable by Gojek to the Driver, or by the Driver to Gojek (as the case may be);
- Driver Wallet Balance means the monies standing to the credit of Your Driver Wallet;
- F&B Items means the food and/or drinks a User can purchase from the GoFood Merchant via the User Application;
- GoFood Merchant is the restaurant, eatery, store, café, bar, cart, stall or other merchant who provides the F&B Items ordered by a User via the User Application;
- Group Companies means a person and its Affiliates (and Group Company will be construed accordingly);
- Local Terms means the supplementary or alternative terms for specific cities, municipalities, metropolitan areas or regions which apply to You, as made available and as updated by Gojek from time to time and as set out at https://www.gojek.com/th/legal/;
- Mobile Device means the smartphone, tablet or other mobile device owned or controlled by You which You use to connect to the Driver Application;
- Services mean the services provided by Gojek and/or its Group Companies to connect individual drivers or vehicle operators with Users, including via the Driver Application, the User Application and related software, websites, platforms, payment services and support systems. For the avoidance of doubt, the Services provided by Gojek do not include the Transportation Services themselves, as these are provided by You directly to Users;
- Service Fees is defined in clause 9.8;
- Specific Terms means the supplementary or alternative terms which may apply to certain specific parts of the Services and/or Transportation Services, as may be notified to You from time to time;
- Territory means the territory in which You are registered to use the Services, as specified in Your Account;
- Transportation Services means the provision of transportation services, including the transportation of goods and/or passengers, and any associated services in connection therewith, including but not limited to the purchase and collection of F&B Items on behalf of Users or the top-up of User Wallets on behalf of Users, by You to Users;
- User means a registered end user of the User Application;
- User Application means the electronic application supplied by Gojek and/or Gojek Group Companies for Users to connect with drivers and vehicle operators;
- User Fees is defined in clause 9.3;
- User Information means information about a User made available to You by or on behalf of Gojek or its Group Companies, which may include the User’s name, pick-up location, contact information and photo;
- User Wallet means the wallet feature within the User Application provided and operated by Gojek Group Company in accordance with the GoPay Terms and Conditions;
- Vehicle means the vehicle You use for the purpose of providing Transportation Services; and
- Vouchers means electronic monetary value or credit that, when validly applied by a User, may be used to offset certain fees payable by the User via the User Application, in accordance with the terms and conditions specified by Gojek.
- 3.2 In this Agreement (except where the context otherwise requires): (a) a reference to “writing” does not include email unless otherwise specified; and (b) any phrase introduced by the terms “including”, “include”, “in particular”, “for example”, or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms. This Agreement is drafted in the English language. If this Agreement is translated into another language, the English language text shall in any event prevail. In the event of any inconsistency, the Local Terms shall prevail over the terms set out in this document.
- Your responsibilities
Your commitments to Gojek
- 4.1 You represent, warrant and undertake on a continuing basis throughout the term of this Agreement that:
- 4.1.1 You have full power and authority to enter into this Agreement and perform Your obligations under this Agreement;
- 4.1.2 You are able to operate a motor vehicle (including the Vehicle itself) and have a valid driver’s licence and all the other required licences, approvals, authorities and consents to provide the Transportation Services in the Territory as required by Applicable Law;
- 4.1.3 You own, or have the legal right and authority to operate, the Vehicle, and that the Vehicle meets the applicable industry safety and maintenance standards for a vehicle of its kind, is in good operating condition, and is in a clean and comfortable condition suitable for the provision of the applicable Transportation Services;
- 4.1.4 You are at least 18 years of age (or, if the age at which You are permitted to provide the Transportation Services under Applicable Law in the Territory is higher than 18, You are of at least that age);
- 4.1.5 You have and will maintain a valid policy of liability insurance for the operation of the Vehicle and/or business insurance to cover any anticipated losses related to the provision of the Transportation Services, in each case covering damage to You, Your passengers, any goods or other items, Your Vehicle, and any third parties, at a level of coverage that satisfies the minimum requirements under Applicable Law and the Policies. Gojek does not control, or advise You on, Your insurance arrangements, nor is it obliged to arrange the insurance on Your behalf;
- 4.1.6 You will comply at all times with all Applicable Laws and the Policies, and will notify Gojek if You are in breach of any Applicable Laws or the Policies;
- 4.1.7 You will only use the Services for lawful purposes and only for the purposes for which they are intended to be used;
- 4.1.8 You do not have a criminal record in the Territory or any other jurisdiction;
- 4.1.9 You will promptly provide Gojek with any additional documents or information requested by Gojek, including proof of identity, proof of ownership or right to use the Vehicle. You acknowledge that You may be subject to background, criminal record and driving record checks from time to time and You will cooperate with these as required by Gojek;
- 4.1.10 You shall ensure that any documents and information provided by You (or on Your behalf) to Gojek are at all times accurate, current, complete and not misleading;
- 4.1.11 You shall only use an internet access point and data account which You are authorised to use;
- 4.1.12 You shall not engage in any fraudulent, misleading deceptive, illegal or criminal conduct; and
- 4.1.13 You shall not impair or circumvent the proper operation of the system or network which the Services operate on.
- 4.2 You are the provider of the Transportation Services and shall therefore be solely responsible for the safe, efficient and proper performance of Transportation Services using all reasonable care and skill. You shall be solely responsible for providing all necessary equipment, materials, tools and other items necessary for the safe, efficient and proper performance of the Transportation Services. You are responsible for Your own safety, and that of Users, in the performance of the Transportation Services, and You shall take all necessary precautions.
Your interactions with Users
- 4.3 Your provision of Transportation Services to Users creates a direct relationship between You and the User, to which Gojek is not a party. Gojek is not responsible or liable for the acts or omissions of a User in relation to You. To the maximum extent permitted by Applicable Law, You have the sole responsibility for any obligations or liabilities to Users or third parties that arise from Your provision of the Transportation Services.
- 4.4 Although You are solely responsible for the Transportation Services, Gojek has the right to deal with any complaints that Users have through Gojek’s complaints handling process, or any complaints that You may have about any User. You agree to cooperate fully with such process, and to submit any complaint You may have via the Driver Application. Gojek also reserves the right, at its sole discretion, to redirect any such complaints to You directly and may choose to facilitate discussions with the User. You agree to comply with Applicable Law, the terms of this Agreement and the Policies in Your handling of such User complaints. Gojek’s complaints handling process shall not exclude any rights or remedies that cannot be excluded or limited under Applicable Law.
Your interactions with third parties
- 4.5 You may have an opportunity to enter into arrangements with a third party via the Services. Any such arrangements will be solely between You and the applicable third party, and Gojek has no responsibility or liability in relation to such arrangements. Gojek does not endorse any third party providers, applications or websites that are available through the Services, and in no event shall Gojek, its licensors or any of its Affiliates be responsible for any content, products, services or other materials on or available from such third party providers, applications or websites.
- Your Account
- 5.1 In order to access the Services as an individual driver or vehicle operator, You must register for and maintain an Account as a user of the Driver Application.
- 5.2 You are responsible for all activities conducted on Your Account. You:
- 5.2.1 must only have one Account;
- 5.2.2 must keep Your Account information (including Your login details) confidential and secure;
- 5.2.3 must not provide any other person with access to Your Account, including to transfer the Account or information from Your Account to any other person; and
- 5.2.4 must promptly notify Gojek if You suspect any unauthorised access to or use of Your Account.
- 5.3 By registering for and maintaining an Account as a user of the Driver Application, You consent and agree to, and authorise the relevant Gojek Group Company:
- 5.3.1 to provide and operate the Driver Wallet in accordance with and as contemplated by this Agreement;
- 5.3.2 to receive, collect, and hold Your Driver Wallet Balance on Your behalf; and
- 5.3.3 to credit or debit your Driver Wallet in respect of any transaction (including in relation to any refunds, chargebacks or errors in respect of such transaction) made via the User Application or Driver Application, including but not limited to any non-cash payments or fund transfers made by Users to You, and any fees payable to Gojek and/or its Group Companies for the provision of the Services (including the Service Fee).
- 5.4 Gojek and/or its Group Companies reserve the right to block or deny access to Your Account, and/or block features available in the Driver Application, at any time, with or without notification, without prejudice to its other rights and remedies:
- 5.4.1 if Gojek deems, in its sole discretion, that You have violated any term of this Agreement or the Policies;
- 5.4.2 during an investigation;
- 5.4.3 if You owe any money to Gojek or its Group Companies;
- 5.4.4 if Your Driver Wallet Balance falls below the minimum threshold specified by Gojek from time to time;
- 5.4.5 if this Agreement is terminated for any reason;
- 5.4.6 if Gojek and/or its Group Companies suspect or deem in their sole discretion, that Your Account is used for or involved in fraudulent, illegal or criminal activity; and/or
- 5.4.7 at any other time in Gojek’s reasonable discretion.
In such an event, any outstanding balance in Your Driver Wallet will be withheld and/or forfeited (in the event of a permanent suspension of Your Account) and You shall not hold Gojek or any of its Group Companies liable for the withholding or forfeiture of any such amount.
- 5.5 If Your Account has been inactive for a period of six (6) consecutive months, You agree that Gojek may suspend Your Account and/or charge You an administrative fee for maintaining Your Account, which shall be deducted from Your Driver Wallet balance. Any such action will be notified to You by us from time to time (including via the Policies). Before Your Account is suspended, You will have an opportunity to withdraw any outstanding balance in Your Driver Wallet and may, at any time submit a request to Gojek to restore access to Your Account, in accordance with the process notified to You. Gojek shall have sole discretion in determining whether access to Your Account or any Services may be restored.
- Your use of the Services
- 6.1 Subject to Your compliance with this Agreement, Gojek and its licensors grant You a revocable, limited, non-exclusive, non-transferable, royalty-free licence during the term of this Agreement and in the Territory, to access and use the Services, including the Driver Application and any information and materials provided through the Driver Application, solely for Your personal use for the purpose of connecting You with Users in respect of Transportation Services.
- 6.2 All rights not expressly granted to You under this Agreement are reserved by Gojek and its licensors. Nothing in this Agreement transfers any ownership in or to the Services (in whole or in part) to You.
- 6.3 In using the Services, You shall not:
- 6.3.1 license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services in any way;
- 6.3.2 modify or make derivative works based on the Services, or reverse engineer or access the underlying software for any reason;
- 6.3.3 use the Services to build a competitive product or service, build a product using similar ideas, features, functions or graphics as the Services, copy any ideas, features, functions or graphics of the Services, or launch an automated program or script which may make multiple server requests per second, or which unduly burdens or hinders the operation and/or performance of the Services, or attempt to gain unauthorised access to the Services or related systems or networks;
- 6.3.4 use any application or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure, presentation or content of the Services;
- 6.3.5 post, distribute or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior consent of the owner of such proprietary rights, or remove any copyright, trademark or other proprietary rights notices contained in the Services;
- 6.3.6 send or store any material for unlawful or fraudulent purposes;
- 6.3.7 send spam or other unsolicited messages;
- 6.3.8 send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material;
- 6.3.9 send material containing software viruses, worms, trojan horses or other harmful computer code, files, scripts, agents or programs;
- 6.3.10 interfere with or disrupt the integrity or performance of the Services or the data contained therein;
- 6.3.11 impersonate any person or entity or otherwise misrepresent Your affiliation with a person or entity;
- 6.3.12 deliberately misrepresent Your location, or make or receive orders for Transportation Services other than via the User Application or which are fake;
- 6.3.13 cause nuisance, annoyance, inconvenience, harassment, personal injury or property damage, whether to Gojek (and its officers, directors, members, employees and agents), any User, or any other party; or
- 6.3.14 damage Gojek’s or any of its Group Companies’ reputation in any way.
- Your Mobile Device
- 7.1 Your access to the Driver Application will be through a Mobile Device. It is Your responsibility to check and ensure that You download the correct software (including the latest version of the Driver Application) for Your Mobile Device. Gojek is not liable if You do not have a compatible device or if You do not have the latest version of the software (including the latest version of the Driver Application) for Your Mobile Device.
- 7.2 You are solely responsible for the procurement and use of the Mobile Device including but not limited to the purchase of the Mobile Device itself.
- 7.3 You are solely responsible for having in place an appropriate internet and mobile plan and for any fees charged by Your telecommunications service provider, such as telephone, SMS and internet data fees. You acknowledge that Your use of the Services may consume large amounts of data and that You will be solely responsible for such usage and the associated fees.
- 7.4 If a Mobile Device is lost, stolen, broken and/or no longer in Your possession, and this exposes Your Account information to someone else or otherwise affects Gojek’s legal rights and/or remedies, You must immediately notify Gojek and follow the procedures notified by Gojek.
- 7.5 You may only access Your Account through the Mobile Device which uses the telephone number provided to Gojek during the Account registration. You must not lend, lease or transfer the Mobile Device to any other person for the purpose of accessing Your Account without Gojek’s prior written consent.
- Your relationship with Gojek
- 8.1 Your relationship with Gojek is that of an independent contractor. You expressly agree that: (a) this Agreement is not an employment agreement, nor does it create an employment relationship (including from a labour law, tax law or social security law perspective), between Gojek and You, nor result in You being engaged by Gojek as a worker or a deemed worker; and (b) no joint venture, partnership, or agency relationship exists between Gojek and You. You have no authority to bind Gojek and You undertake not to hold Yourself out as an employee, agent, worker or representative of Gojek.
- 8.2 You acknowledge that Gojek does not, and does not seek to, exercise any general rights of control over You and Your activities. You retain the absolute discretion to accept, decline or cancel any request for Transportation Services via the Driver Application and to determine how long You wish to use the Services for. If You no longer wish to use the Services, You can choose to cease doing so at any time. You have complete discretion as to whether to use the Services. You are also free in Your absolute discretion to engage in any occupation or business of Your choosing.
- 8.3 If, notwithstanding clauses 8.1 and 8.2, You are found to be an employee, agent, worker or representative of Gojek or any Gojek Group Company by mandatory provision of Applicable Law, You agree that any payments made to You will be taken to be inclusive of: (a) superannuation contributions; (b) social security and insurance contributions and premiums, employee insurance contributions and premiums, compulsory government saving fund contributions and equivalent contributions; and (c) amounts equivalent to all taxes (including but not limited to income taxes) payable by You in respect of those payments; and (d) equivalent or analogous payments or liabilities in any jurisdiction, in each case that Gojek may be required to pay by such mandatory provision of Applicable Law.
- Financial Terms
- 9.1 Payments to and from You made under this Agreement will be administered via the Driver Wallet, and You grant to Gojek the full power and authority to receive any amounts payable to You on Your behalf and to deduct any amounts payable to Gojek in accordance with this Agreement. Subject to the terms of this Agreement, You may withdraw the balance in Your Driver Wallet via the Driver Application. You must designate a valid local currency account with a bank in the Territory to receive such balance.
- 9.2 Payment for Your use of the Services shall be made in accordance with clause 9.10 The download and/or use of the Driver Application is provided for You to receive the Services and is provided on a royalty-free basis.
User Fees and Additional Charges
- 9.3 You are entitled to charge Users a fee for Transportation Services, which may include:
- 9.3.1 a fee for each instance of Transportation Services;
- 9.3.3 any applicable taxes in respect of the above, calculated in accordance with Applicable Law,
(together, the User Fees).
- 9.4 You may be allowed to charge Users and/or other parties certain additional fees, which may include:
- 9.4.1 any tolls, road-usage charges, parking charges, and building or area entrance charges necessarily incurred by You during the provision of Transportation Services;
- 9.4.2 any cancellation charges;
- 9.4.4 any applicable taxes in respect of the above, calculated in accordance with Applicable Law,
(together, the Additional Charges).
- 9.5 As part of the Services, Gojek facilitates the User’s payment of the User Fee and Additional Charges by suggesting the fee for each instance of Transportation Services, any cancellation or other charges and/or taxes (as applicable), which are calculated via the Driver Application. All other charges must be manually entered by You into the Driver Application (without mark-up). If You fail to enter such amounts, You may not be able to recover them. You have the right to agree with the User on a different fee for provision of the Transportation Services, such agreed fare to be applied only after notification to Gojek and reflected as the fee for Transportation Services in the Driver Application.
- 9.6 Gojek may update the basis on which any component of User Fees or Additional Charges (as applicable) is calculated via the Driver Application, at any time in its absolute discretion. Any such update will be notified to You. Any User Fees or Additional Charges on or after the date on which the update takes effect shall be subject to the updated calculation.
- 9.7 You acknowledge and agree that Gojek may, to the extent permitted by Applicable Law, adjust or cancel the User Fees or Additional Charges (or any part thereof) payable in connection with a particular instance of Transportation Services, acting reasonably (for example, where Gojek determines that there is an error in the original calculation, that You have not complied with this Agreement or the Policies, that a fee was charged when it should not have been (or vice versa), or in the case of a complaint from a User).
- 9.8 Users may choose to pay the User Fees, the Additional Charges, and any other amounts payable by Users to Gojek, by the payment methods offered via the User Application from time to time, including (where applicable) cash, credit or debit card, the balance of their User Wallet or by using Vouchers, as follows:
- 9.8.1 for cash payments, Users will pay the User Fees and Additional Charges payable to You and any other amounts payable by Users to Gojek directly to You. For this purpose, You agree to collect any amounts payable by Users to Gojek on behalf of Gojek, and that Gojek is entitled to deduct such amounts, together with any other amounts You owe to Gojek (including the Service Fee) from Your Driver Wallet; and
- 9.8.2 for any non-cash payments, the amount of the User Fees and Additional Charges after deduction of any amounts owed to Gojek (including the Service Fee), will be credited into Your Driver Wallet via the Driver Application.
- 9.9 Gojek may from time to time, in its sole discretion, offer incentive payments based on You meeting specified criteria and complying with specified conditions, this Agreement and the Policies. You have absolute discretion as to whether or not to participate in the offer. If You do decide to participate, any incentive payments are conditional on You meeting all of the specified criteria and complying with all of the specified conditions, this Agreement and the Policies, to Gojek’s reasonable satisfaction. If You do not do so, You may not receive the relevant incentive payments. If You receive an incentive payment, the amount of the payment will be credited into Your Driver Wallet.
- 9.10 Gojek will receive a service fee equal to a certain percentage of the User Fees (less any applicable tax component therein) received or receivable by You, on a per-transaction basis, as payment for Your use of the Services (Service Fees). Service Fees shall be inclusive of VAT. Service Fees are non-refundable. The relevant percentage will be calculated via the Services from time to time and may be applied at any time by Gojek. Gojek may update the basis on which the Service Fees are calculated via the Services, at any time in its absolute discretion. Any such update will be notified to You. Any Service Fees payable to Gojek on or after the date on which the update takes effect will be subject to the updated calculation. As part of the Services, a receipt or transaction history will be generated for each instance of Transportation Services, documenting the User Fees payable by the User in each instance.
- 9.11 Gojek will deduct the Service Fees, as well as any amount You owe to Gojek or its Group Companies and any other amounts Gojek is required to withhold or deduct by Applicable Law, from Your Driver Wallet, at a frequency determined by Gojek in its discretion from time to time.
- 9.12 You acknowledge and agree that Gojek and/or its Group Companies may:
- 9.12.1 require You to maintain an amount of money above a certain threshold in Your Driver Wallet, as determined and specified by Gojek at its sole discretion from time to time;
- 9.12.2 deduct or set-off from amounts owed to You (including the User Fees or any incentive payments) any amounts that You owe to Gojek (including the Service Fees), or require You to remit to Gojek any amounts that have been incorrectly remitted to Your designated bank account;
- 9.12.3 where You have authorised a third party to receive amounts in Your Driver Wallet, disable the function allowing You to withdraw the balance in Your Driver Wallet, and/or remit such amounts to such third party and, for this purpose, Gojek shall be entitled to rely on any written authorization provided to Gojek by You and/or such third party without further inquiry; and
- 9.12.4 without prejudice to Gojek’s other rights and remedies, suspend the processing of any transaction or block or deny access to Your Driver Wallet where it reasonably believes that the transaction may be fraudulent, illegal or may involve any criminal activity or where it reasonably believes You or the User are in breach of this Agreement or the Policies. In such an event, You shall not hold Gojek liable for any withholding of, delay in, suspension of, or cancellation of, any payment (including any User Fees or incentive payments) to You, and for this purpose, Gojek shall be entitled to deduct any amounts from Your Driver Wallet.
- 9.13 This Agreement shall be subject to all applicable prevailing statutory taxes, duties, fees, charges and/or costs, however denominated, as may be in force and in connection with any applicable future taxes that may be introduced at any point of time.
- 9.14 You agree that You are solely responsible for taxes on Your own income arising from Your performance of the Transportation Services. You warrant that You will perform the necessary obligations imposed by the relevant tax or revenue authority in relation to the reporting of Your income and payment of taxes on the same.
- 9.15 You agree that Gojek may in its sole discretion (but subject always to clause 8) declare, collect and/or pay any relevant taxes on Your behalf, and disclose all necessary or relevant information to the relevant tax or revenue authority for such purposes. To the extent authorised or permitted under Applicable Law, Gojek shall be entitled to withhold or deduct any amounts from Your Driver Wallet for the purpose of declaring, collecting, and/or paying any relevant taxes on Your behalf.
- 9.16 You agree to do everything necessary and required by Applicable Law to enable, assist and/or defend Gojek to claim or verify any applicable input tax credit, set off, rebate or refund in respect of any taxes paid or payable in connection with the Services.
- Warranties, indemnities and liability
- 10.1 You shall defend, indemnify and hold harmless Gojek, their licensors and each such party’s Affiliates and their respective officers, directors, members, employees and agents from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with:
- 10.1.1 Your breach of any term of this Agreement, the Policies, or any Applicable Law;
- 10.1.2 Your provision of the Transportation Services;
- 10.1.3 Your use of the Services;
- 10.1.4 taxes and tax liabilities, duties, levies, claims and penalties that are imposed on You and/or on any Gojek Group Company in connection with Your own income arising from Your performance of the Transportation Services or otherwise arising from Your failure to comply with Your tax obligations; and
- 10.1.5 any claim asserting that You are an employee, worker, agent or representative of Gojek or any Gojek Group Company, or if You may be deemed to be an employee, worker, agent or representative of Gojek or any Gojek Group Company, any claims by any other person, entity, regulator or government authority based on such implied employment, worker, agency or representative relationship, including in respect of superannuation contributions, wages, duties, withholdings, social security and insurance contributions and premiums, employee insurance contributions and premiums, compulsory government saving fund contributions and equivalent or analogous payments or liabilities in any jurisdiction,
and, for this purpose, Gojek shall be entitled to deduct any amounts from Your Driver Wallet.
Basis on which the Services are provided
- 10.2 The Services are provided “as is” and “as available”. To the maximum extent permitted by Applicable Law, Gojek disclaims all representations and warranties, express, implied or statutory, save as expressly set out in this Agreement, including any warranties of merchantability, fitness for a particular purpose, reasonable care and skill and non-infringement.
- 10.3 Without limitation to clause 10.2, Gojek makes no representation, warranty, or guarantee regarding the reliability, timeliness, quality, suitability or availability of the Services, or that the Services will be uninterrupted or error-free, or will operate in combination with any other hardware, software, system or data, or that any data will be accurate or reliable. Gojek does not guarantee the quality, suitability, safety or ability of third party providers. Gojek does not guarantee that Your use of the Services will generate any minimum number of requests for Transportation Services or any minimum User Fees for You. The Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications including the device used by You or the User being faulty, not connected, out of range, switched off or not functioning. Gojek is not responsible for any delays, delivery failures, damages or losses resulting from such problems.
Exclusions and limitations of liability
- 10.4 Nothing in this Agreement limits or excludes a party’s liability for death or personal injury caused by negligence, for fraud, or for any other liability to the extent it cannot be limited or excluded under Applicable Law.
- 10.5 To the maximum extent permitted by Applicable Law, Gojek shall not be liable for:
- 10.5.1 indirect, incidental, special, exemplary, punitive or consequential damages;
- 10.5.2 loss of use, lost profits, lost data, lost business, lost goodwill, lost contracts or lost opportunity; and
- 10.5.3 personal injury or property damage,
arising from, related to or otherwise in connection with the Services or this Agreement, whether in contract, tort, breach of statutory duty or otherwise.
- 10.6 To maximum extent permitted by Applicable Law, in no event shall Gojek’s maximum aggregate liability arising under and in connection with the Services and/or this Agreement, whether in contract, tort, breach of statutory duty or otherwise, exceed the Service Fees paid to Gojek in connection with Your Account in the six (6) month period immediately preceding the event giving rise to the claim.
- 10.7 Any claims You have against Gojek under or in connection with the Services or this Agreement must be notified to Gojek within one year after the events giving rise to such claim, failing which (to the maximum extent permitted by Applicable Law) You will forfeit any rights and remedies You have in respect of such claim.
- Term and termination
- 11.1 This Agreement shall continue until terminated in accordance with its terms.
- 11.2 Gojek may terminate this Agreement:
- 11.2.1 at any time for any reason by giving notice to You;
- 11.2.2 immediately, with or without notice, if You are in breach of any term of this Agreement, without prejudice to Gojek’s other rights and remedies; and
- 11.2.3 immediately, with or without notice, if You are breach of any other agreement with Gojek.
- 11.3 You are under no obligation to use the Services and may cease using them at any time in Your sole and absolute discretion by cancelling Your Account and permanently deleting the Driver Application from Your Mobile Device, thus disabling Your use of the Driver Application. This Agreement is automatically terminated when You permanently delete the Driver Application from Your Mobile Device or if Your Account is closed.
- 11.4 On termination or expiry of this Agreement for any reason, You shall:
- 11.4.1 immediately delete and fully remove the Driver Application from Your Mobile Device;
- 11.4.3 promptly (and in any event within three days), pay any money owed to Gojek (which shall become immediately due and payable on termination or expiry) (and, for this purpose, Gojek shall be entitled to deduct the relevant amount from Your Driver Wallet).
- 11.5 The parties shall have no further obligations or rights under this Agreement after termination or expiry of the Agreement, without prejudice to any obligations or rights which have accrued to either party at the time it is terminated, save that the provisions of clauses 2, 3, 8, 9.13 to 9.16, 10, 11, 12, 13 and 14 of this Agreement and any other clause which expressly or by its nature is intended to survive, shall continue to have effect after the end of this Agreement.
- 13.1 This Agreement (and any and all disputes arising out of or in connection with this Agreement (including any alleged breach, or challenge to the validity or enforceability, of this Agreement or any provision hereof)) will be subject to the laws of Thailand.
- 13.2 Any and all disputes arising out of or in connection with this Agreement will be finally settled by Thai Courts.
- 14.1 Gojek shall not be liable for delay or failure in performance resulting from causes beyond Gojek’s reasonable control.
- 14.2 You shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of Gojek or any of its affiliated companies.
- 14.3 Gojek may amend this Agreement at its sole discretion from time to time. Gojek will use its reasonable endeavours to notify You of any material changes to the Agreement; however You agree that it is Your responsibility to review the Agreement regularly and Your continued use of the Services will constitute Your acceptance to the amendments. Otherwise, no addition to or modification of this Agreement will be binding on the parties unless made in writing by the parties.
- 14.4 The rights of each party under this Agreement may be exercised as often as necessary, are cumulative and not exclusive of rights or remedies provided by law and may be waived only in writing and specifically. Delay in the exercise or non-exercise of any right is not a waiver of that right.
- 14.5 This Agreement constitutes the entire agreement and understanding of the parties relating to the subject matter of this Agreement and supersedes any previous agreement or understanding between the parties in relation to such subject matter. The parties also hereby also exclude all implied terms in fact. In entering into this Agreement, the parties have not relied on any statement, representation, warranty, understanding, undertaking, promise or assurance of any person other than as expressly set out in this Agreement. Each party irrevocably and unconditionally waives all claims, rights and remedies which but for this clause it might otherwise have had in relation to any of the foregoing. Nothing in this Agreement excludes liability for fraud or any other liability that cannot be limited or excluded under Applicable Law.
- 14.6 You may not assign, sub-license, transfer, subcontract, or otherwise dispose of any of Your rights or obligations, under this Agreement without Gojek’s prior written consent. By entering into this Agreement and continuing to use Driver Application, You hereby consent to Gojek assigning, sub-licensing, transferring, subcontracting or otherwise disposing, all or part, of its rights or obligations under this Agreement to its Affiliate, provided that, to the extent required by Applicable Law, Gojek shall provide notice to You of any assignment, sub-licence, transfer, sub-contracting or other disposal of its rights or obligations.
- 14.7 If any Court or relevant authority determines that any part of this Agreement is illegal, invalid or unenforceable under Applicable Law, the remaining parts of this Agreement will remain in full force and effect and the relevant part will be replaced with a provision that is legal, valid and enforceable and that has, to the maximum extent possible, an equivalent effect to the substituted part of this Agreement.
- 14.8 A person who is not a party to this Agreement has no right to rely upon or enforce any term of this Agreement.
- 14.9 Gojek may give notice to You by means of a general notice published on the Driver Application or otherwise via the Services, the Website, the Policies, or to Your email address set out in Your Account. You must give notice to Gojek by email to firstname.lastname@example.org