Driver Application Terms Of Use

Vietnam
Vietnam (English)

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Parties

  1. Go Car Technology Company Limited, a company established in Vietnam pursuant to enterprise registration certificate No. 0316714970, having registered address at 19th Floor, Office Area, Pearl Plaza Tower, 561A Dien Bien Phu Street, Ward 25, Binh Thanh District, Ho Chi Minh City, Vietnam (the Company).

  2. The individual driver (You or Your) whose details have been registered in the Driver Application.

  1. About these Terms of Use

    Please read these Terms of Use carefully. This is an electronic agreement between You and the Company and by registering for or using the Driver Application or any other part of the System, You confirm that You have read, understood, accepted and agreed with these Terms of Use and will be bound by them. If You do not agree to be bound by these Terms of Use, You may not access or use the Driver Application or any other part of the System.


  2. About the Company

    The Company is a technology services company. The Company has entered into the Business Cooperation Agreement with the Partner under which:

    1. (a)   the Company will (i) provide the Partner and You with access to the System; and (ii) facilitate the Partner and You to connect with Users in order to allow the Partner and You to provide the Transportation Services to Users; and

    2. (b)   the Partner and You will provide the Transportation Services to Users; and

    3. (c)   the Partner will take full responsibility for the management of its drivers (including You) and Vehicles.

    The Company has the legal right to use the System. Subject to the terms of the Business Cooperation Agreement and these Terms of Use, the Company agrees to provide the Partner and You with access to the System, so that You and the Partner can receive and accept orders from Users and carry out the Transportation Service. The Company does not provide Transportation Services, nor act as a transportation carrier, taxi or private hire operator.


  3. Definitions and Interpretation
    1. 3.1     Definitions
      1. In these Terms of Use, the following terms have the following meanings:

      2. Account means the registered account You obtained to access the System.

      3. 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.

      4. Applicable Law means all applicable codes, laws, ordinances, decrees, circulars, decisions, other legal instruments carrying the force of law, 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 these Terms of Use.

      5. Business Cooperation Agreement means the business cooperation agreement entered into by the Company and the Partner to cooperate in provision of the Transportation Service to Users and share business results thereof.

      6. Charges means (i) tolls, road-usage charges, parking charges, building, airport or other area entrance charges incurred by You during the provision of the Transportation Services when the User is on-board the Vehicle (but not before or after), which shall be reimbursed by the User and (ii) any other amounts payable by the User directly to You in accordance with the User Terms of Use, inclusive of any Applicable Taxes in respect of the foregoing, calculated in accordance with Applicable Law.

      7. Claim means, in relation to a party, a demand, claim, action or proceeding made or brought by or against the party, however arising and whether present, unascertained, immediate, future or contingent.

      8. Community Guidelines means the document set out [here].

      9. Data Protection Legislation means any laws and regulations, whether existing on or after the date of these Terms of Use, regulating the protection of personal information (as amended, consolidated or re-enacted from time to time) which relates to the protection of individuals with regard to the processing of personal data to which a party of these Terms of Use is subject to.

      10. Driver Application means the electronic application supplied by the Company and/or its Affiliates to You, and which allows You to receive and accept Transportation Service orders on behalf of the Partner.

      11. Driver Blog means the driver blog set out in the link https://www.gojek.com/vn/blog/category/driver-partners/.

      12. Driver Wallet means the feature within the Driver Application that records the balance You (on your own behalf or on behalf of the Partner) place with the Company and] the amounts disbursed by the Company to You (on your own behalf or on behalf of the Partner), or by You (on your own behalf or on behalf of the Partner) to the Company (as the case may be). The Driver Wallet is neither an e-wallet account nor a bank account.

      13. Incentive Payments has the meaning given to it in clause 9.4.

      14. Liabilities means debts, obligations, liabilities, losses, expenses, costs, Incentive Payments and damages of any kind and however arising, including penalties, fines, and interest and including those which are prospective or contingent and those the amount of which for the time being is not ascertained or ascertainable.

      15. Loss means losses, liabilities, Claims, proceedings, actions, demands, damages, costs, charges, expenses or diminution in value, however arising, and whether present or future, fixed or unascertained, actual or contingent.

      16. Mobile Device means a compatible smartphone, tablet or other mobile device owned or controlled by You which You use to access and connect to the Driver Application.

      17. Partner means the licensed service provider of Transportation Service, (a) on behalf of which You carry out the Transportation Service, either (i) as an employee or a cooperative member of, or (ii) in accordance with such other agreement in compliance with Applicable Law, and (b) which cooperates with the Company under the Business Cooperation Agreement to enable the Partner and You to provide the Transportation Service to Users.

      18. Policies means the Community Guidelines, the Privacy Policy, and any other policies, guidelines or information made available by the Company and/or its Affiliates from time to time either to You directly (including via the Driver Application, Driver Blog or to Your email address set out in Your Account) and/or indirectly via the Partner, in each case as updated from time to time.

      19. Privacy Policy means the privacy policy of the Company as set out in the link https://www.gojek.com/en-vi/mobile/terms/privacy-policy/ and updated from time to time.

      20. Rules has the meaning given in clause 13(b).

      21. System means the IT system, including the Driver Application, maintained and operated by the Company in order to support the Partner and You with the provision of the Transportation Service.

      22. Transportation Contract means the electronic contract entered between the Partner and the User via the System for provision of Transportation Service.

      23. Transportation Service means the supply of passenger transportation by car under electronic contract, as defined under Decree No. 10/2020/ND-CP of the Government dated 17 January 2020, provided to the User by the Driver on behalf of the Partner via the Vehicle.

      24. User means a registered end user of the User Application.

      25. User Applicationmeans the user-facing electronic application supplied by the platform provider for Users to connect with the You and/or the Partner via the System.

      26. User Fees has the meaning given to it in the Business Cooperation Agreement.

      27. User Information means information about a User made available to You and the Partner by or on behalf of the Company or its Affiliates, which may include the User’s name, pick-up and drop-off location, contact information and photo.

      28. User Terms of Use means the terms of use that apply to a User’s use of the User Application, as updated from time to time.

      29. Vehicle means the car, with nine (9) seats or less, which is registered with the Partner and the relevant Department of Transport as required by the Applicable Law, and that is notified to the Company in respect of Your Account and which You use for the purpose of providing Transportation Service, and, where required under Applicable Law, is subject to a contract for service between the Partner and You and/or the owner of the car.

    2. 3.2     Interpretation
      1. (a)   In these Terms of Use, the following rules apply unless the context requires otherwise:
        1. (i)   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;

        2. (ii)   the singular includes the plural, and the converse also applies;

        3. (iii)   if a word or phrase is defined, its other grammatical forms have a corresponding meaning;

        4. (iv)   a reference to a person includes a corporation, trust, partnership, unincorporated body or other entity, whether or not it comprises a separate legal entity, and an individual;

        5. (v)   a reference to a clause or appendix is a reference to a clause of, or appendix to, these Terms of Use;

        6. (vi)   a reference to an agreement or document (including a reference to these Terms of Use) is to the agreement or document as amended, supplemented, novated or replaced, except to the extent prohibited by these Terms of Use or that other agreement or document, and includes the recitals, schedules and annexures to that agreement or document;

        7. (vii)   a reference to writing includes any method of representing or reproducing words, figures, drawings or symbols in a visible and tangible form;

        8. (viii)   a reference to a party to these Terms of Use or another agreement or document includes the party’s successors, permitted substitutes and permitted assigns (and, where applicable, the party’s legal personal representatives); and

        9. (ix)   a reference to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it.

      2. (b)   These Terms of Use are drafted in the English and Vietnamese languages. If there is any inconsistency between the English and Vietnamese languages of these Terms of Use, the Vietnamese language text shall in any event prevail.


  4. Your responsibilities

    1. 4.1     Your commitments

      1. (a)   You represent, warrant and undertake on a continuing basis throughout the term of Your use of the System that:
        1. (i)   You are at least 18 years of age;
        2. (ii)   You do not have a criminal record in Vietnam or any other jurisdiction;

        3. (iii)   You have full power and authority to enter into these Terms of Use and perform Your obligations under these Terms of Use;

        4. (iv)   You are either an employee or a cooperative member (as applicable) of the Partner, or have other appropriate agreement with the Partner, which allows you to perform the Transportation Service on behalf of the Partner in accordance with Applicable Law;

        5. (v)   You are able to operate a car (including the Vehicle itself) and You have and will maintain a valid driver’s licence and You and the Partner have and will maintain all the other required licences, approvals, authorities and consents to provide the Transportation Services as required by Applicable Law;

        6. (vi)   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 Service;

        7. (vii)   You will promptly provide the Company with any additional documents or information requested by the Company, including but not limited to proof of identity, driving license, personal health check certificate, drug test certificate, criminal record, car registration certificate, car periodical certificate, car compulsory insurance, contract car badge and “XE HỢP ĐỒNG” badge. 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 the Company;

        8. (viii)   You shall ensure that any documents and information provided by You (or on Your behalf) to the Company are at all times valid, accurate, current, complete and not misleading;

        9. (ix)   You and/or the Partner 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, Your Vehicle, any goods or other items, and any third parties, at a level of coverage that satisfies the minimum requirements under Applicable Law and the Policies. The Company does not control, or advise You on, Your insurance arrangements, nor is it obliged to arrange for insurance on Your behalf;

        10. (x)   You will comply at all times with all Applicable Laws, the Transportation Contract and the Policies, and You will notify the Company if You or the Partner are in breach of any Applicable Law, the Transportation Contract or the Policies, including:
          1. (A)   any statutory requirements applicable on the Vehicle for providing Transportation Service in accordance with Applicable Law, including compliance with maximum years of use, licence, permit, plate, all applicable quality, technical and environment conditions, and maintenance and inspection regimes;

          2. (B)   any required facilities to be installed on the Vehicle, including badges, signs, recording cameras, and trip recording devices (as applicable); and

          3. (C)   any requirements on maximum daily/continuous driving time and minimum break time between subsequent trips, and maximum duplicate trips in accordance with Applicable Law.

        11. (xi)   You will only use the System for lawful purposes and only for the purposes of these Terms of Use;

        12. (xii)   You shall only use an internet access point and data account which You are authorised to use;

        13. (xiii)   You shall not engage in any fraudulent, misleading or deceptive conduct; and

        14. (xiv)   You shall not impair or circumvent the proper operation of the network which the System operates on.

      2. (b)   You and the Partner are the providers of the Transportation Service and shall therefore be solely responsible for the safe, efficient and proper performance of the Transportation Service using all reasonable care and skill. You shall be responsible for providing all necessary equipment, materials, tools and other items necessary for the safe, efficient and proper performance of the Transportation Service. You are responsible for Your own safety, and that of Users, in the performance of the Transportation Service, and You shall take all necessary precautions.


    2. 4.2     Your interactions with Users

      1. (a)   To the maximum extent permitted by law, Your provision of Transportation Services on behalf of the Partner to Users under the Transportation Contract and User Terms of Use creates a direct relationship among You, the Partner and the User, to which the Company is not a party. The Company is therefore not responsible or liable for the acts or omissions of a User in relation to You or the Partner. You and the Partner have the sole responsibility for any obligations or liabilities to Users or third parties that arise from Your provision of the Transportation Services.

      2. (b)   You agree:
        1. (i)   to treat Users with respect, in compliance with the Policies, and not to engage in any unlawful, threatening or harassing behaviour or activities whilst using the System;

        2. (ii)   not to cause any damage to third party property; and

        3. (iii)   not to contact Users for purposes other than to provide the Transportation Service.

      3. (c)   You reserve the right to refuse accepting Users' order if You have reasonable grounds to suspect a violation of the User Terms of Use, the Policies or Applicable Law.

      4. (d)   Subject to any agreement between the Company and the Partner, the Company has the right to deal with any complaints that Users have through the Company’s complaints handling process, or any complaints that You may have about any User. The Company reserves the right to redirect any such complaints to the Partner directly and may choose to facilitate discussions with the User. You agree to cooperate fully with such process, and to submit any complaint You may have via the Driver Application.


    3. 4.3     Your interactions with third parties

      You may have an opportunity to enter into arrangements with a third party via the System. Any such arrangements will be solely between You and the applicable third party, and the Company has no responsibility or liability in relation to such arrangements. The Company does not endorse any third party providers, applications or websites that are available through the System, and in no event shall the Company, 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.



  5. Your Account
    1. (a)     In order to access the System, You must register for and maintain an Account as a user of the Driver Application.
    2. (b)     You are responsible for all activities conducted on Your Account. You:
      1. (i)   must only have one Account;
      2. (ii)   must keep Your Account information (including login details) confidential and secure;
      3. (iii)   must not provide any other person with access to Your Account, including transfer Your Account or information from Your Account to any other person; and
      4. (iv)   must promptly notify the Company if You suspect any unauthorised access to or use of Your Account.

    3. (c)     Subject to clause 11, the Company or its Affiliates reserves 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:
      1. (i)   if the Company considers, in its sole discretion, that You have violated any term of these Terms of Use or the Policies;
      2. (ii)   during an investigation;
      3. (iii)   if You or the Partner owe any money to the Company or its Affiliates;
      4. (iv)   if the balance of Your Driver Wallet falls below the minimum threshold specified by the Partner from time to time;
      5. (v)   if these Terms of Use are terminated for any reason;
      6. (vi)   if the Company considers, in its sole discretion, that Your Account may be used for or be involved in any fraudulent, illegal or other criminal activity; and/or
      7. (vii)   at any other time in the Company’s reasonable discretion.
    4. In such an event, any outstanding balance in Your Driver Wallet will be withheld and/or forfeited (in the case of a permanent suspension of Your Account) and You shall not hold the Company or its Affiliates liable for the withholding or forfeiture of any such amount.

    5. (d)     If Your Account has been inactive for a period of six (6) consecutive months, You agree that the Company 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 the Company to restore access to Your Account, in accordance with the process notified to You. The Company shall have sole discretion in determining whether access to Your Account or any System may be restored.

  6. Your use of the System
    1. (6.1)     Subject to Your compliance with these Terms of Use, the Company and its licensors grant You a revocable, limited, non-exclusive, non-transferable, royalty-free licence during the term of these Terms of Use and in Vietnam, to access and use the System, including the Driver Application and any information and materials provided through the Driver Application, solely for Your personal use for the purpose of providing the Transportation Service.
    2. (6.2)     All rights not expressly granted to You under these Terms of Use are reserved by the Company and its licensors. Nothing in these Terms of Use transfers any ownership in or to the System (in whole or in part) to You.
    3. (6.3)     In using the System, You shall not:
      1. (a)   license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the System in any way;
      2. (b)   modify or make derivative works based on the System, or reverse engineer or access the underlying software for any reason;
      3. (c)   use the System to build a competitive product or service, build a product using similar ideas, features, functions or graphics as the System, copy any ideas, features, functions or graphics of the System, 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 System, or attempt to gain unauthorised access to the System or related systems or networks;
      4. (d)   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 System;
      5. (e)   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 System;
      6. (f)   send or store any material for unlawful or fraudulent purposes;
      7. (g)   send spam or other unsolicited messages;
      8. (h)   send or store infringing, obscene, threatening, libellous, or otherwise unlawful or tortious material;
      9. (i)   send material containing software viruses, worms, trojan horses or other harmful computer code, files, scripts, agents or programs;
      10. (j)   interfere with or disrupt the integrity or performance of the System or the data contained therein;
      11. (k)   impersonate any person or entity or otherwise misrepresent Your affiliation with a person or entity;
      12. (l)   deliberately misrepresent Your location or make or receive orders for Transportation Service other than via the Driver Application or which are fake;
      13. (m)   cause nuisance, annoyance, inconvenience, harassment, personal injury or property damage, whether to the Company and/or any of its Affiliates (and its officers, directors, members, employees and agents) or any other party;
      14. (n)   damage the Company’s and/or any of its Affiliates’ reputation in any way; or
      15. (o)   use the System to commit a crime or do anything contrary to Applicable Law, or to harm or injure another person or infringe another person's rights.

  7. Your Mobile Device
    1. (a)     Your access to the Driver Application will be through a Mobile Device. It is Your responsibility to check and ensure that You only download and use the correct software (including the latest version of the Driver Application) for Your Mobile Device. The Company is not liable if You do not have a compatible Mobile 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.
    2. (b)     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.
    3. (c)     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 System may consume large amounts of data and that You will be solely responsible for such usage and the associated fees.
    4. (d)     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 the Company’s legal rights and/or remedies, You must immediately notify the Company and follow the procedures notified by the Company.
    5. (e)     You may only access Your Account through the Mobile Device which uses the telephone number provided to the Company 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 the Company’s prior written consent.

  8. Your relationship with the Company
    1. (a)     You expressly agree that: (i) these Terms of Use are not an employment agreement, nor do they create an employment relationship (including from a labour law, tax law or social security law perspective), between the Company and You, nor result in You being engaged by the Company as a worker or a deemed worker; and (ii) no cooperation, joint venture, or agency relationship exists between the Company and You. You have no authority to bind the Company and undertake not to hold Yourself out as an employee, agent, worker or representative of the Company.
    2. (b)     You acknowledge that the Company does not, and does not seek to, exercise any rights of control over You and Your activities, except for any rights to provide the User Fees as may be agreed between the Company and the Partner. You shall, on behalf of the Partner, retain the absolute discretion to accept, decline or cancel any request for Transportation Service via the Driver Application, but You acknowledge and agree that the Partner may impose certain service standards and performance metrics on You (as provided for in the Policies) which, if not complied with, may result in the suspension or termination of your Account. Subject to any agreement between You and the Partner, You shall have absolute discretion to determine how long You wish to use the System for and you may cease using the System at any time. You are also free in Your absolute discretion to engage in any occupation or business of Your own choosing.
    3. (c)     Notwithstanding clauses 8(a) and 8(b), if You are found to be an employee, agent, worker or representative of the Company or any the Company's Affiliates by mandatory provision of Applicable Law, You agree that any payments made to You will be taken to be inclusive of: (i) superannuation contributions; (ii) social security and insurance contributions and premiums, employee insurance contributions and premiums, compulsory government saving fund contributions and equivalent contributions; (iii) any annual leave and/or medical leave entitlement; (iv) amounts equivalent to all taxes (including but not limited to income taxes) payable by You in respect of those payments; and (v) equivalent or analogous payments or liabilities in any jurisdiction, in each case that the Company may be required to pay by such mandatory provision of Applicable Law.

  9. Financial Terms
    1. (9.1)     Bank account

      For the purpose of these Terms of Use, You agree that You have and will maintain a local currency account with a bank in Vietnam, and register with the Company, for the purpose of receiving any requested payments from Your Driver Wallet balance.

    2. (9.2)     Driver Application

      The download and/or use of the Driver Application is provided for You to access and use the System and is provided on a royalty-free basis.

    3. (9.3)     User Fees and Charges
      1. (a)   The User Fees will be allocated and distributed to the Company and the Partner in accordance with the Business Cooperation Agreement. For the avoidance of doubt, pursuant to the Business Cooperation Agreement, the Partner has (i) instructed the Company to make payments to the Partner through Your Driver Wallet and (ii) authorised You to receive the relevant payment amount for and on behalf of the Partner.
      2. (b)   Subject to the agreement between You and the Partner, You may be entitled to share the User Fees with the Partner. You agree that You and the Partner shall settle the allocation of any shared amounts as between yourselves, without affecting the Company. You shall make no Claim to the Company, and indemnify the Company from any Claims and Liabilities, regarding the allocation of the User Fees as between You and the Partner.
      3. (c)   Pursuant to the Business Cooperation Agreement, and subject to any other agreement between you and the Partner, You shall be entitled to the Charges. You agree that the Charges are subject to change. Any Charges on or after the date on which the update takes effect shall be subject to the updated calculation. You acknowledge and agree that the Company may, to the extent permitted by Applicable Law, adjust or cancel the Charges payable in connection with a particular instance of Transportation Services, acting reasonably (for example, where the Company 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).
      4. (d)   To the extent the Partner authorises You to request and receive payment from the Driver Wallet balance, payment of the amount requested by You shall constitute good discharge of the Company's obligation to pay the Partner for such amount, and You shall settle such amount with the Partner in accordance with the agreement between You and the Partner. Any balance of the Driver Wallet that is payable to the Partner but is not requested for payment by You will be maintained by the Company without accruing any interest or other Liability for the Company. You shall indemnify the Company from any Claims and Liabilities incurred from any payment made to You by the Company in accordance with this clause.
      5. (e)   Pursuant to the Business Cooperation Agreement, the Partner may require that You maintain an amount of money above a certain threshold in Your Driver Wallet. You and the Partner shall agree, between yourselves, regarding who will place and maintain this amount, without affecting the Company.
    4. (9.4)     Incentive Payments
      1. (a)   In order to encourage You to drive on the Gojek platform and thereby improve the experience of Users when using Partner's Transportation Services, the Company may, from time to time, in its sole discretion, offer incentive payments (Incentive Payments) to You based on You meeting specified criteria and complying with specified conditions in these Terms of Use and the Policies (as applicable).
      2. (b)   You shall have absolute discretion as to whether or not to participate in the offer. If You decide to participate, any Incentive Payment is conditional on You meeting all of the specified criteria and complying with all of the specified conditions in these Terms of Use and the Policies (as applicable), to the Company’s reasonable satisfaction. If You fail to do so, You may not receive the relevant Incentive Payment.
      3. (c)   If You qualify to receive an Incentive Payment, the amount of such payment will be credited into Your Driver Wallet, subject to the withholding and/or deduction of applicable taxes by the Company.
    5. (9.5)     Taxes
      1. (a)   Payments to You by the Company as instructed by the Partner and agreed between the Company and the Partner, may be subject to 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.
      2. (b)   You agree that You are solely responsible for taxes on Your own earnings arising from Your performance of the Transportation Service on behalf of the Partner. 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.
      3. (c)   Subject to the Business Cooperation Agreement, You agree that the Company shall be authorised by the Partner and You to (but subject always to clause 8) declare, collect and/or pay any relevant taxes on behalf of the Partner and You, 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, the Company 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. Where the balance in Your Driver Wallet is not sufficient for the Company to pay any relevant taxes on Your behalf, You are obliged to supplement the shortfall tax amount to the Company via channels and methods as prescribed by the Company from time to time or otherwise pay the shortfall to the relevant tax or revenue authority in accordance with guidance of the Company.
      4. (d)   You agree to do everything necessary and required by Applicable Law to enable, assist and/or defend the Company 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 System.

  10. Warranties, indemnities and liability
    1. 10.1     Indemnities by You

      You shall defend, indemnify and hold harmless the Company, its licensors and each such party’s Affiliates and their respective officers, directors, members, employees and agents from and against any and all Claims, Losses or Liabilities arising out of or in connection with:

      1. (a)   Your breach of any term of these Terms of Use or any Applicable Law;
      2. (b)   Your and the Partner's provision of the Transportation Services;
      3. (c)   Your use of the System;
      4. (d)   any Taxes that are imposed on You and/or on the Company or any of its Affiliates in connection with Your own income arising from Your performance of the Transportation Service or otherwise arising from Your failure to comply with Your tax obligations; and
      5. (e)   any Claim asserting that You are an employee, worker, agent or representative of the Company or any of its Affiliates, or if You may be deemed to be an employee, worker, agent or representative of the Company or any of its Affiliates, 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, the Company shall be entitled to deduct any amounts from Your Driver Wallet.


    2. 10.2     Basis on which the System is made available to You
      1. (a)   The System is made available to You “as is” and “as available”. To the maximum extent permitted by Applicable Law, the Company disclaims all representations and warranties, express, implied or statutory, save as expressly set out in these Terms of Use, including any warranties of merchantability, fitness for a particular purpose, reasonable care and skill and non-infringement.
      2. (b)   Without limitation to clause 10.2(a), the Company makes no representation, warranty, or guarantee regarding the reliability, timeliness, quality, suitability or availability of the System, or that the System 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. The Company does not guarantee the quality, suitability, safety or ability of third-party providers. The Company does not guarantee that Your use of the System will generate any minimum number of requests for Transportation Service or any minimum User Fees. The System 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. The Company is not responsible for any delays, delivery failures, damages or losses resulting from such problems.

    3. 10.3     Exclusions and limitations of liability
      1. (a)   Nothing in these Terms of Use 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.
      2. (b)   To the maximum extent permitted by Applicable Law, the Company shall not be liable for:
        1. (i)   indirect, incidental, special, exemplary, punitive or consequential damages;
        2. (ii)   loss of use, lost profits, lost data, lost business, lost goodwill, lost contracts or lost opportunity; and
        3. (iii)   personal injury or property damage,

        arising from, related to or otherwise in connection with the System or these Terms of Use, whether in contract, tort, breach of statutory duty or otherwise.

      3. (c)   To maximum extent permitted by Applicable Law, in no event shall the Company’s maximum aggregate liability arising under and in connection with the System and/or these Terms of Use, whether in contract, tort, breach of statutory duty or otherwise, exceed the Company's Share of Revenue (as defined and provided under the Business Cooperation Agreement) in the six (6) month period immediately preceding the event giving rise to the Claim.
      4. (d)   The Company shall not be liable to you for any loss that You suffer during the provision of the Transportation Service.
      5. (e)   Any Claims that You have against the Company under or in connection with the System or these Terms of Use must be notified to the Company within the period specified by the Company for the notification of such Claims, and in any event, no later than six (6) months after You become aware of the fact, circumstance or matter on which the Claim is based, failing which (to the maximum extent permitted by Applicable Law) You will forfeit any rights and remedies You might have in respect of such Claim.


  11. Termination
    1. (a)     These Terms of Use shall continue until terminated in accordance with its terms.
    2. (b)     The Company may terminate these Terms of Use by giving notice to You:
      1. (i)   at any time for any reason;
      2. (ii)   if You are in breach of Applicable Law, any term of these Terms of Use or any Policy, without prejudice to the Company’s other rights and remedies;
      3. (iii)   if You fail to satisfy the conditions and standards to provide the Transportation Service;
      4. (iv)   upon termination of the Business Cooperation Agreement for any reason; or
      5. (v)   if You are in breach of any other agreement with the Company.
    3. (c)     Unless otherwise agreed between You and the Partner, You are under no obligation to use the System and may cease using them at any time in Your sole and absolute discretion by cancelling Your Driver Account and permanently deleting the Driver Application from Your Mobile Device, thus disabling Your use of the Driver Application. These Terms of Use are automatically terminated when You permanently delete the Driver Application from Your Mobile Device or if Your Account is closed.
    4. (d)     On termination or expiry of these Terms of Use for any reason, You shall:
      1. (i)   immediately delete and fully remove the Driver Application from Your Mobile Device;
      2. (ii)   immediately cease using the System; and
      3. (iii)   promptly (and in any event within three days), pay any money owed to the Company (which shall become immediately due and payable on termination or expiry) (and, for this purpose, the Company shall be entitled to deduct the relevant amount from Your Driver Wallet).
    5. (e)     The Parties shall have no further obligations or rights under these Terms of Use after termination or expiry of these Terms of Use, 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 3, 8, 10, 11, 12, 13 and 14 of these Terms of Use and any other clause which expressly or by its nature is intended to survive, shall continue to have effect after the end of these Terms of Use.

  12. Privacy
    1. (a)     You agree and consent to the Company using and processing Your personal information as set out in the Privacy Policy, as amended from time to time.
    2. (b)     You hereby explicitly consent for the Company to access, collect, store, process, use, transfer and disclose personal information relating to, and provided to the Company and its Affiliates from time to time by, You for all purposes in connection with the operations of the Transportation Services, these Terms of Use and the Business Cooperation Agreement in accordance with the Privacy Policy.
    3. (c)     To the extent that You have access to any personal information in connection with the System, You agree to process it in accordance with any Applicable Law (including Data Protection Legislation), the Policies (including the Privacy Policy) and the Company’s instructions. Without limitation, in using the System, You may have access to certain User Information. You agree that Your use of such User Information shall be strictly limited to usage as is necessary in order to perform the Transportation Services in accordance with these Terms of Use. Without limitation, You shall keep the User Information secure and shall not share the User Information with anyone else, or retain a copy of the User Information, or use it for any other purpose.

  13. Disputes
    1. (a)     These Terms of Use (and any and all disputes arising out of or in connection with these Terms of Use (including any alleged breach, or challenge to the validity or enforceability, of these Terms of Use or any provision hereof)) will be subject to the laws of Vietnam.

    2. (b)     Any and all disputes arising out of or in connection with these Terms of Use will be finally settled by binding arbitration at the Vietnam International Arbitration Centre (VIAC) in accordance with its Rules of Arbitration (Rules) (which Rules are deemed to be incorporated by reference into these Terms of Use) by one arbitrator, appointed in accordance with the Rules. The arbitration will take place in Ho Chi Minh City, Vietnam and the language of the arbitration will be Vietnamese.


  14. General
    1. (a)     The Company shall not be liable for delay or failure in performance resulting from causes beyond the Company’s reasonable control.
    2. (b)     You shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the Company or any of its Affiliates.
    3. (c)     The Company may amend these Terms of Use at its sole discretion from time to time. The Company will notify You of any amendments to these Terms of Use via the Driver Application; in such case Your acceptance to continue using the Driver Application will constitute Your written acceptance to the amendments.
    4. (d)     The rights of each Party under these Terms of Use 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.
    5. (e)     These Terms of Use constitute the entire agreement and understanding of the parties relating to the subject matter of these Terms of Use and supersede any previous agreement or understanding between the parties in relation to such subject matter. The parties hereby also exclude all implied terms in fact. In entering into these Terms of Use, 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 these Terms of Use. 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 these Terms of Use excludes liability for fraud or any other liability that cannot be limited or excluded under Applicable Law.
    6. (f)     You may not assign, sub-license, transfer, subcontract, or otherwise dispose of any of Your rights or obligations, under these Terms of Use without the Company’s prior written consent. The Company may at any time assign, sub-license, transfer, subcontract or otherwise dispose of its rights or obligations under these Terms of Use without notice or consent.
    7. (g)     If any Court or relevant authority determines that any part of these Terms of Use is illegal, invalid or unenforceable under Applicable Law, the remaining parts of these Terms of Use 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 these Terms of Use.
    8. (h)     A person who is not a party to these Terms of Use has no right to rely upon or enforce any term of these Terms of Use.
    9. (i)     The Company may give notice to You by means of a general notice published on the Driver Application, Driver Blog or otherwise via the System or to Your email address set out in Your Account, which notice shall be taken to be duly given or made, and deemed as received by You, (i), if it is published on the Drive Application, at the publishing time or (ii), if it is sent to Your email address, at the time it is sent (as recorded on the system from which the Company sent the email) unless the Company receives, within 12 hours after the time the email is sent, an automated message that the email has not been delivered. You must give notice to the Company by email to hotro@gojek.com, which notice shall be taken to be duly given or made when it is actually received by the Company.