Parties

1. Go Viet Technology Trading Joint Stock Company, a company established in Vietnam pursuant to enterprise registration certificate No. 0314924845, having registered address at 19th floor, Pearl Plaza tower (office area), 561A Dien Bien Phu Street, Ward 25, Binh Thanh District, Ho Chi Minh City, Vietnam (the Company).
2. The individual driver or vehicle operator (You or Your) whose full name and residential address has been registered in the Driver Application (as defined below).

1. About this Agreement
   

   Please read this Agreement carefully. This is an electronic agreement and by registering for or using any part of the Services, You confirm that You have read, understood, accepted and agreed with this Agreement and will be bound by it. If You do not agree to be bound by this Agreement, You may not access or use any part of the Services. This Agreement constitutes a binding legal agreement between You and the Company. If applicable, Your use of the Services as a User will be governed by the User Terms of Use.

2. About the Company
   

   The Company is a technology services company. It provides a system to connect individual drivers or vehicle operators with Users. The Company 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 business cooperation partner of the Company, carrying on business on Your own account, not under the employment of the Company or any of its Group Companies.

3. Definitions and Interpretation

   1. Definitions
      In this Agreement, the following terms have the following meanings:
      
      Account means the registered account You obtained to access the Services.
      Additional Charges is defined in clause 10.3.
      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.
      Agreement means this Driver Business Cooperation Agreement 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.
      Community Guidelines means the document set out here.
      Driver Application means the electronic application supplied by the Company and/or its 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 the Company to the Driver, or by the Driver to the Company (as the case may be).
      F&B Items means the food and/or drinks a User can purchase from a 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 countries, cities, municipalities, metropolitan areas or regions which apply to You, as made available and as updated by the Company from time to time and as set out here;
      Mobile Device is the smartphone, tablet or other mobile device owned or controlled by You which You use to connect to the Driver Application.
      Policies means the Community Guidelines, the Privacy Policy, and any other policies, guidelines or information made available by the Company from time to time (including via the Services, the Websites, the Policies, or to Your email address set out in Your Account), in each case as updated from time to time.
      Privacy Policy is defined in clause 13(a).
      Services means the services provided by the Company to connect individual drivers or vehicle operators with Users, including via the Driver Application, the User Application and related software, websites, platforms, support systems and other services, including the Websites. For avoidance of doubt, the Services do not include Transportation Services, as these are provided by You directly to Users.
      Specific Terms means the supplementary or alternative terms which may apply to the use of the Services and/or the provision of the Transportation Services by You, as may be notified to You by the Company 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, by You to Users.
      User means a registered end user of the User Application.
      User Application means the electronic application supplied by the Company and/or its Group Companies for Users to connect with drivers and vehicle operators.
      User Fees is defined in clause 10.3.
      User Information means information about a User made available to You by or on behalf of the Company or its Group Companies, which may include the User’s name, pick-up location, contact information and photo.
      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.
      Vehicle means the vehicle which You have registered with the Company and which You use for the purpose of providing Transportation Services.
      Voucher 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 the Company.
      Websites means any websites operated by the Company and its Group Companies from time to time.
   2. Interpretation
      1. In this Agreement (except where the context otherwise requires), a reference to “writing” does not include email unless otherwise specified; and 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. This Agreement is drafted in the English and Vietnamese languages. If there is any inconsistency between the English and Vietnamese languages of this Agreement, the Vietnamese language text shall in any event prevail.

4. Purpose, Scope and Term of Cooperation

   1. Purpose and Scope of Cooperation
      This Agreement governs the cooperation between the Company and You, under which:
      1. Company's contribution: the Company will provide access to the Services in accordance with clauses 7.1 and 7.2 and other supports under this Agreement to allow You to connect with, and provide Transportation Services to, Users in accordance with the terms of this Agreement; and
      2. Your contribution: You will contribute by using Your own Vehicle to provide the Transportation Services to Users on Your own account, in Your own name and capacity.
         In consideration of the above contribution by each of the Company and You under this Agreement, the User Fees paid by Users will be shared between the Company and You in accordance with the terms and conditions of this Agreement. The parties will have the rights and obligations as set out in this Agreement.
   2. Term of Cooperation
      The term of cooperation between the Company and You under this Agreement shall be from the date You have successfully registered with the Company to use the Services to the date when this Agreement is terminated in accordance with its terms.

5. Your responsibilities

   1. Your commitments
      1. You represent, warrant and undertake on a continuing basis throughout the term of this Agreement that:
         1. You have full power and authority to enter into this Agreement and perform Your obligations under this Agreement;
         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;
         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. 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);
         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. The Company does not control, or advise You on, Your insurance arrangements, nor is it obliged to arrange for insurance on Your behalf;
         6. You will comply at all times with all Applicable Laws and the Policies, and will notify the Company if You are in breach of any Applicable Laws or the Policies;
         7. You will only use the Services for lawful purposes and only for the purposes of this Agreement;
         8. You do not have a criminal record in the Territory or any other jurisdiction;
         9. You will promptly provide the Company with any additional documents or information requested by the Company, 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 the Company;
         10. 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;
         11. You shall only use an internet access point and data account which You are authorised to use;
         12. You shall not engage in any fraudulent, misleading or deceptive conduct; and
         13. You shall not impair or circumvent the proper operation of the network which the Services operate on.
      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.
   2. Your interactions with Users
      1. To the maximum extent permitted by law, Your provision of Transportation Services to Users creates a direct relationship between You and the User, to which the Company is not a party. The Company 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:
         1. You have the sole responsibility for any obligations or liabilities to Users or third parties that arise from Your provision of the Transportation Services;
         2. subject to the terms and conditions agreed between the Company and the Users and/or third parties, including but not limited to the exclusions and limitations of liability under clause 9 of the User Terms of Use, the Company has the sole responsibility for any obligations or liabilities to Users or third parties that arise from a failure of the Services.
      2. Although You are solely responsible for the Transportation Services, 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. You agree to cooperate fully with such process, and to submit any complaint You may have via the Driver Application. The Company 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. The Company’s complaints handling process shall not exclude any rights or remedies that cannot be excluded or limited under Applicable Law.
   3. Your interactions with third parties
      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 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 Services, 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.

6. Your Account

   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.
   2. You are responsible for all activities conducted on Your Account. You:
      1. must only have one Account;
      2. must keep Your Account information (including login details) confidential and secure;
      3. 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. must promptly notify the Company if You suspect any unauthorised access to or use of Your Account.
   3. Subject to clause 12, the Company or its Group Companies 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. if the Company deems, in its sole discretion, that You have violated any term of this Agreement or the Policies; 
      2. during an investigation;
      3. if You owe any money to the Company or its Group Companies;
      4. if the balance of Your Driver Wallet falls below the minimum threshold specified by the Company from time to time;
      5. if this Agreement is terminated for any reason;
      6. if the Company deems, 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. at any other time in the Company’s reasonable discretion.
      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 Group Companies liable for the withholding or forfeiture of any such amount.
   4. 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 Services may be restored.

7. Your use of the Services

   1. Subject to Your compliance with this Agreement, the Company 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.
   2. All rights not expressly granted to You under this Agreement are reserved by the Company and its licensors. Nothing in this Agreement transfers any ownership in or to the Services (in whole or in part) to You.
   3. In using the Services, You shall not:
      1. license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services in any way;
      2. modify or make derivative works based on the Services, or reverse engineer or access the underlying software for any reason;
      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;
      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;
      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. send or store any material for unlawful or fraudulent purposes;
      7. send spam or other unsolicited messages;
      8. send or store infringing, obscene, threatening, libellous, or otherwise unlawful or tortious material;
      9. send material containing software viruses, worms, trojan horses or other harmful computer code, files, scripts, agents or programs;
      10. interfere with or disrupt the integrity or performance of the Services or the data contained therein;
      11. impersonate any person or entity or otherwise misrepresent Your affiliation with a person or entity;
      12. deliberately misrepresent Your location or make or receive orders for Transportation Services other than via the User Application or which are fake;
      13. cause nuisance, annoyance, inconvenience, harassment, personal injury or property damage, whether to the Company (and its officers, directors, members, employees and agents), any Transportation Provider, or any other party; or
      14. damage the Company’s or any of its Group Companies’ reputation in any way.

8. Your Mobile Device

   1. 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 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. 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. 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.
   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 the Company’s legal rights and/or remedies, You must immediately notify the Company and follow the procedures notified by the Company.
   5. 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.

9. Your relationship with the Company

   1. Your relationship with the Company is that of an independent business cooperation partner. You expressly agree that: (i) 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 the Company and You, nor result in You being engaged by the Company as a worker or a deemed worker; and (ii) no joint venture, or agency relationship exists between the Company and You. You have no authority to bind the Company and undertakes not to hold Yourself out as an employee, agent, worker or representative of the Company.
   2. You acknowledge that the Company does not, and does not seek to, exercise any general rights of control over You and Your activities. You shall 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 own choosing.
   3. If, notwithstanding clauses 9(a) and 9(b), You are found to be an employee, agent, worker or representative of the Company or any the Company's Group Company 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; and (iii) amounts equivalent to all taxes (including but not limited to income taxes) payable by You in respect of those payments; and (iv) 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.

10. Financial Terms

    1. Bank account
       For the purpose of this Agreement, You agree that You have and will maintain a local currency account with a bank in the Territory.
    2. Driver Application
       The download and/or use of the Driver Application is provided for You to access and use the Services and is provided on a royalty-free basis.
    3. User Fees and Additional Charges
       1. You are entitled to charge Users a fee for Transportation Services, which may include:
          1. a fee for each instance the Transportation Services;
          2. any other amounts payable by the User to You in accordance with the User Terms of Use or the Policies; and
          3. any applicable taxes in respect of the above, calculated in accordance with Applicable Law
          (together, the User Fees).
       2. You may be allowed to charge Users and/or other parties certain additional fees, which may include:
          1. any tolls, road-usage charges, parking charges, and building or area entrance charges necessarily incurred by You during the provision of Transportation Services;
          2. any cancellation charges;
          3. any other amounts in accordance with the User Terms of Use or the Policies; and
          4. any applicable taxes in respect of the above, calculated in accordance with Applicable Law
          (together, the Additional Charges).
       3. As part of the Services, the Company 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 fee to be applied only after notification to the Company and reflected as the fee for Transportation Services in the Driver Application.
       4. User Fees shall be allocated between the Company and You in accordance with clause 10.4 below.
       5. The Company 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.
       6. You acknowledge and agree that the Company 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 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).
       7. Users may choose to pay the User Fees, the Additional Charges, and any other amounts payable by Users to the Company, by the payment methods offered via the User Application from time to time, including (where applicable) cash, credit or debit card or by using Vouchers, as follows:
          1. for cash payments, Users will pay the User Fees and Additional Charges payable to You and any other amounts payable by Users to the Company directly to You. For this purpose, You agree to collect any amounts payable by Users to the Company on behalf of the Company, and that the Company is entitled to deduct such amounts, together with any other amounts You owe to the Company from Your Driver Wallet; and
          2. for any non-cash payments, the amount of the User Fees and Additional Charges, after deduction of any amounts owed to the Company, will be credited into Your Driver Wallet via the Driver Application.
    4. Allocation of User Fees
       1. In consideration of the contribution by each party under this Agreement, for each instance of provision of Transportation Services to a User, the User Fees payable by such User shall be allocated between the Company and You as follows:
          1. for the Company's making available of the Services to You in accordance with this Agreement, the Company will be entitled to a certain percentage of the User Fees (less any applicable tax component therein) received or receivable by You, as calculated in accordance with clause 10.4(b) below; and
          2. for Your provision of the Transportation Services to the User in accordance with this Agreement, You will be entitled to the amount equal to the User Fees less the amount that the Company is entitled to under clause 10.4(a)(i) above.
       2. The relevant percentage under clause 10.4(a)(i) will be calculated via the Services from time to time and may be applied at any time by the Company. The Company may update the basis on which such percentage is calculated via the Services, at any time in its absolute discretion. Any such update will be notified to You. Any portion of User Fees payable to the Company 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.
       3. The Company will deduct the amount it is entitled to under clause 10.4(a)(i), as well as any amount You owe to the Company or its Group Companies and any other amounts the Company is required to withhold or deduct by Applicable Law, from Your Driver Wallet, at a frequency determined by the Company in its discretion from time to time.
       4. You acknowledge and agree that the Company may:
          1. require You to maintain an amount of money above a certain threshold in Your Driver Wallet, as determined and specified by the Company at its sole discretion from time to time;
          2. deduct or set-off from amounts owed to You (including any User Fees or incentive payments under clause 10.5) any amounts that You owe to the Company, or require You to remit to the Company any amounts that have been incorrectly remitted to Your designated bank account;
          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, the Company shall be entitled to rely on any written authorization provided to the Company by You and/or such third party without further inquiry; and
          4. without prejudice to the Company’s other rights and remedies, suspend the processing of any transaction where it reasonably believes that the transaction may be fraudulent, illegal or may involve any criminal activity or where it believes, at its sole discretion, that You or the User is in breach of this Agreement or the Policies. In such an event, You shall not hold the Company liable for any withholding of, delay in, suspension of, or cancellation of, any payment (including any User Fees or incentive payments under clause 10.5) to You, and for this purpose, the Company shall be entitled to deduct any amounts from the Your Driver Wallet.
    5. Incentive Payments
       The Company may from time to time, in its sole discretion, offer incentive payments based on Your 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 the Company’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.
    6. Taxes
       1. 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.
       2. 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.
       3. You agree that the Company may in its sole discretion (but subject always to clause 9) 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, the Company shall be entitled to withhold or deduct any amounts from the Your Driver Wallet for the purpose of declaring, collecting, and/or paying any relevant taxes on Your behalf.
       4. 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 Services.

11. Warranties, indemnities and liability

    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, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with:
       1. Your breach of any term of this Agreement or any Applicable Law;
       2. Your provision of the Transportation Services;
       3. Your use of the Services;
       4. taxes and tax liabilities, duties, levies, claims and penalties that are imposed on You and/or on the Company or any of its Group Companies 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
       5. any claim asserting that You are an employee, worker, agent or representative of the Company or any of its Group Company, or if You may be deemed to be an employee, worker, agent or representative of the Company or any of its 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, the Company shall be entitled to deduct any amounts from Your Driver Wallet.
    2. Basis on which the Services are made available to You
       1. The Services are 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 this Agreement, including any warranties of merchantability, fitness for a particular purpose, reasonable care and skill and non-infringement.
       2. Without limitation to clause 11.2(a), the Company 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. 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 Services will generate any minimum number of requests for Transportation Services or any minimum User Fees. 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. The Company is not responsible for any delays, delivery failures, damages or losses resulting from such problems.
    3. Exclusions and limitations of liability
       1. 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.
       2. To the maximum extent permitted by Applicable Law, the Company shall not be liable for:
          1. indirect, incidental, special, exemplary, punitive or consequential damages;
          2. loss of use, lost profits, lost data, lost business, lost goodwill, lost contracts or lost opportunity; and
          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.
       3. To maximum extent permitted by Applicable Law, in no event shall the Company’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 Company's share of the User Fees under this Agreement in accordance with clause 10.4(a)(i) in the six (6) month period immediately preceding the event giving rise to the claim.
       4. Any claims that You have against the Company under or in connection with the Services or this Agreement 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 two (2) years 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 might have in respect of such claim.

12. Termination

    1. This Agreement shall continue until terminated in accordance with its terms.
    2. The Company may terminate this Agreement:
       1. at any time for any reason by giving notice to You;
       2. immediately, with notice, if You are in breach of any term of this Agreement, without prejudice to the Company’s other rights and remedies; and
       3. immediately, with notice, if You are in breach of any other agreement with the Company.
    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 Driver 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.
    4. On termination or expiry of this Agreement for any reason, You shall:
       1. immediately delete and fully remove the Driver Application from Your Mobile Device;
       2. immediately cease using the Services (save to the extent that You are permitted to use the User Application as a User pursuant to the User Terms of Use); and
       3. 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. 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, 5.1(a)(v), 9, 10.6, 11, 12, 13, 14 and 15 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. Privacy

    1. 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. To the extent that You have access to any personal information in connection with the Services, You agree to process it in accordance with any Applicable Law, the Policies (including the Privacy Policy) and the Company’s instructions. Without limitation, in using the Services, 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 this Agreement. 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.

14. Disputes

    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 Vietnam.
    2. Any and all disputes arising out of or in connection with this Agreement 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 this Agreement) 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

15. General

    1. The Company shall not be liable for delay or failure in performance resulting from causes beyond the Company’s reasonable control.
    2. 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 affiliated companies.
    3. The Company may amend this Agreement at its sole discretion from time to time. The Company will notify You of any amendments to the Agreement via the Driver Application; in such case Your acceptance to continue using the Driver Application will constitute Your written acceptance to the amendments.
    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.
    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 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.
    6. You may not assign, sub-license, transfer, subcontract, or otherwise dispose of any of Your rights or obligations, under this Agreement 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 this Agreement without notice or consent (save to the extent required by Applicable Law).
    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.
    8. A person who is not a party to this Agreement has no right to rely upon or enforce any term of this Agreement.
    9. The Company may give notice to You by means of a general notice published on the Driver Application or otherwise via the Services or to Your email address set out in Your Account. You must give notice to the Company by email to hotro@gojek.com.