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Terms and conditions

Terms and Condition /

Driver Business Co-Operation Agreement (GoSend)

Driver Business Co-Operation Agreement (GoSend)

Parties

  1. Go Send Co., Ltd, a company established in Vietnam pursuant to enterprise registration certificate No. 0315705980, having registered address at 19th Floor, Pearl Plaza Tower, 561A Dien Bien Phu, 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.

The Company and You are referred to collectively as the Parties and individually as a Party.

  1. About this Agreement

    Please read this Agreement 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 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 the Driver Application or any other part of the System and may not provide the Postal Service.

  2. About the Company

    The Company is licensed to provide the Postal Service and to use the System. Subject to the terms of this Agreement, the Company agrees to provide You with access to the System, so that You can receive and accept orders from Users to carry out Postal Service for and on behalf of the Company.

  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 System.

      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 fifty per cent (50%) 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 (GoSend).

      Applicable Law means all applicable codes, laws, ordinances, decrees, circulars, decisions, other legal instruments carrying the force of law, regulations, regulatory policies, 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.

      Business Cooperation has the meaning given to it in clause 4.1.

      Business Day means a day which is not a Saturday, Sunday or a public holiday in Vietnam.

      Charges means (i) tolls, road-usage charges, parking charges, building, airport or other area entrance charges incurred by You during the provision of the Postal Service, which shall be reimbursed by the User and (ii) any other amounts payable by the User directly to You in accordance with the User Service Terms of Use, inclusive of any applicable Taxes in respect of the foregoing, calculated in accordance with Applicable Law.

      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.

      COD Amount means the value of the Goods specified by the User in the User application, to be paid by You to the sender on behalf of the recipient designated by the User;

      COD means the cash on delivery add-on service selected by the User when making an order for GoSend Service, pursuant to which You will pay the COD Amount to the sender on behalf of the recipient designated by the User.

      COD Fee means an administrative fee (inclusive of any applicable Tax), as determined and announced by the Company from time to time, payable for each GoSend Service order where COD is selected.Community Guidelines means the document set out here.

      Data Protection Legislation means any laws and regulations, whether existing on or after the date of this Agreement, 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 this Agreement is subject to.

      CIT means corporate income tax.

      Company's Share of Revenue has the meaning given to it in clause 1.2 of Appendix 2.

      Driver Application means the electronic application supplied by the Company and/or Affiliates to You, and which allows You to receive and accept Postal Service orders when cooperating with the Company in accordance with this Agreement.

      Driver Blog means the driver blog set out in the link here.

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

      Fare means, in respect of each instance of Postal Service, the fare for Postal Service payable by the User (before the application of any Voucher) in accordance with the relevant Postal Service Agreement.

      Gojek Platform means the Gojek e-commerce platform including related software, websites, platforms, support systems and other services.

      Goods means all types of letters (whether below or above two (2) kilograms per item), parcels and other goods sent or to be sent by a User to a third party recipient by using Postal Service.

      Group Companies means a person and its Affiliates (and Group Company will be construed accordingly).

      Incentive Payments has the meaning given to it in clause 2 of Appendix 2.

      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.

      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.

      Minimum Balance has the meaning given to it in clause 4(b) of Appendix 2.

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

      Order has the meaning given to it in clause 4.2(a).

      PIT means personal income tax.

      Platform Fee has the meaning given to it in clause 1.1(c) of Appendix 2.

      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 (including via the Driver Application, Driver Blog or to Your email address set out in Your Account), in each case as updated from time to time.

      Postal Service[1]  means the postal service to transport Goods via a Vehicle from a pick-up location designated by the User to a third party recipient at a drop-off location designated by the User that the Company (i) has been licensed to provide and (ii) cooperates with You to provide via the System in accordance with this Agreement.

      Postal Service Agreement[2] means the electronic contract entered between You on behalf of the Company, on the one side, and the User, on the other side, via the System for each instance of provision of Transportation Service requested by the User via the Gojek Platform.Privacy Notice means the privacy policy of the Company as set out in the link here and updated from time to time.

      Rules have the meaning given to it in clause 14(b).

      Surge Fee is a fee in relation to the management, operation and usage of GoSend Service on User Application, applied at certain times of the day when demand is high.System means the IT system, including the Driver Application, maintained and operated by the Company in order to support the provision of the Postal Service. 

      Tax includes VAT, PIT and any other tax, fee, deduction, duty or withholding that is imposed by the tax authority, and any related interest, penalty, charge, fee or other amount.

      User means a registered end user of the User Application. 

      User Application means the user-facing electronic application of the Gojek Platform supplied by the platform provider for Users to connect with the Company and/or You via the System. 

      User Fees means the fee payable by the User for each instance of the Postal Service (which shall include the (i) Fare, (ii) Platform Fee, (iii) Surge Fee, (iv) COD Fee and (v) any applicable Taxes calculated in accordance with Applicable Law). 

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

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

      VAT means value added tax.

      Vehicle means the vehicle which You have registered with the Company and which You use for the purpose of providing the Postal Service.

      Voucher means any promotions by the Company, that when validly applied by a User on the Gojek Platform, allows the User to receive the promotion credits to offset against User Fees and Charges subject to the terms and conditions specified by the Company.

      Your Share of Revenue has the meaning given to it in clause 1.2(a) of Appendix 2.

    2. Interpretation
      1. In this Agreement, 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, this Agreement;
        6. (vi)   a reference to an agreement or document (including a reference to this Agreement) is to the agreement or document as amended, supplemented, novated or replaced, except to the extent prohibited by this Agreement 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 this Agreement or another agreement or document includes the party’s successors, permitted substitutes and permitted assigns (and, where applicable, the party’s legal personal representatives);
        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. 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.

        [1] Note that this is referred to as a "Transportation Service" in the User Terms of Use.

        [2] Note that this is referred to as a "Transportation Service Contract" in the User Terms of Use.

  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: :
        1. (i)   the Company has been licensed to provide the Postal Services in accordance with the Applicable Law; and
        2. (ii)   the Company will (i) provide You with access to the System; and (ii) facilitate Your connection with Users via the System, as well as other support as set out herein, in order to allow You to cooperate with the Company to provide Postal Service to Users; and
      2. Your contribution: You will use Your own Vehicle to directly carry out Transportation Service in accordance with the cooperation process set out in clause 4.2, as duly authorised and on behalf of the Company.
        1. In consideration of the above contribution by each of the Company and You under this Agreement, the business results therefrom will be shared between the Company and You in accordance with the terms and conditions of this Agreement, including Appendix 2 (Business Cooperation). The parties will have the rights and obligations as set out in this Agreement.
    2. Cooperation process
      1. Upon receiving information from a User of the potential Goods pick-up and drop-off locations via the Gojek Platform, the Company shall provide the proposed User Fees to the User in accordance with Appendix 2. If the User then requests for Postal Service, such request will be remitted to the Company (Order). 
      2. (b)    Upon receiving the Order from the User, the Company shall send such Order (which shall include details of the Goods pick-up and drop-off location and the proposed User Fees) to You via the Driver Application. If You accept the Order, the Postal Service Agreement shall be executed via the System between the User, on the one hand, and the Company, on the other hand. You shall perform the Postal Service for the Company in accordance with such Postal Service Agreement. Subject to the Policies, during the course of providing the Postal Service in accordance with each Postal Service Agreement between the Company and the User, You may input, at the end of the trip, other applicable Charges incurred, which shall be reimbursable by the User to You either directly or indirectly via the Company as recorded in the Driver Wallet.
      3. For this purpose, in respect of each Postal Service Agreement which You accept the Order, the Company, by this Agreement, cooperates with You to execute such the Postal Service      Agreement.
      4. Payment by the User and the allocation of business results shall be in accordance with Appendix 2.
    3. Company's contribution
      The Company shall undertake the following responsibilities as its contribution to the Business Cooperation:
      Operation of the System 
      1. (a)  operate the System and connect the System to the Gojek Platform to receive and send offers and acceptances of Postal Service Agreement;
      2. (b)  create and activate Account for You, and permit You to use the Driver Application, provided that:
        1. the Company has received all documents regarding You and the Vehicle as required by the Company from time to time in the form acceptable to the Company, including all documents required by Applicable Law; and
        2. You have agreed with this Agreement, the Policies and any other agreements and policies as requested by the Company from time to time.
      3. The Company's acceptance of Your application and activation of the Account shall not exempt You from your obligations to ensure that Your and Your Vehicle meet all conditions and standards under Applicable Law to provide the Transportation Service and that You have the lawful right to use the Vehicle to provide the Transportation Service in respect of each applicable Postal Service Agreement between the Company and the User. The Company shall not be liable for any fraudulent, incorrect or misleading information from You regarding Your and Your Vehicle's compliance with Applicable Law for provision of the Transportation Service.
      4. (c)   in order to improve the experience of Users when using the Gojek Platform, provide training and/or know-how materials and, if considered necessary by the Company, organise training sessions for You on the use of the Driver Application and the Policies; 
      5. (d)   terminate or suspend Your access to the Driver Application, Account and/or Driver Wallet if (i) You are in breach of any of Applicable Law, this Agreement or any Policy, (ii) as otherwise provided under the Policies or (iii) as determined necessary by the Company. For the avoidance of doubt, the Company shall have the absolute discretion in making any decision regarding such termination or suspension from use of the Driver Application, Account and/or Driver Wallet; 

      6. Financial management

          1. (e)   provide details of User Fees to You, where such request is made in writing by You within 14 calendar days from date of completion of each instance of supply of transportation service in accordance with the relevant Postal Service Agreement between the Company and the User;
          2. (f)   issue receipts and/or VAT invoices to Users for each instance of supply of Postal Service in accordance with Applicable Law and this Agreement in accordance with Appendix 2;
          3. (g)   assess the available demand and supply in the market and use its algorithm to provide the proposed User Fees in accordance with Appendix 2;
          4. (h)   disburse the value of any Vouchers offered by the Company to the User in accordance with Appendix 2. Payment shall be credited directly to the Driver Wallet balance;
          5. (i)   the Company may, from time to time, make Incentive Payments to You if you qualify in accordance with Appendix 2;
          6. (j)   be responsible for its own Tax liabilities that arise from the Company’s Share of Revenue under this Agreement;

        Other operational supports

        1. (k)   determine (in its sole discretion) the form, method and content of, and execute marketing activities. Unless otherwise agreed with You, such marketing cost would be borne by the Company;
        2. (l)   manage customer care service in order to improve the experience of Users when using Postal Service; if any User makes a Claim relating to the Postal Service, receive and handle the Claim;
        3. (m)   develop a standard form of Postal Service Contract in accordance with Applicable Law.
    4. Your contribution
      Notwithstanding any assistance and support provided by the Company, You shall undertake the following responsibilities as Your contribution to the Business Cooperation:
      Management of Drivers and Vehicles
        1. (a)   directly perform the transportation service in accordance with the relevant Postal Service Agreement between the Company and the User. You shall be responsible for, and shall compensate for any Losses suffered by the Company arising from the provision of the Transportation Service in accordance with the relevant Postal Service Agreement between the Company and the User, including any breaches of Applicable Law on transportation and road safety, any damage to the Goods, and any administrative fine or criminal penalty that may result therefrom;
        2. (b)   be solely responsible for the ownership or legal right to use of the Vehicle for the transportation service in accordance with the relevant Postal Service Agreement between the Company and the User, without any Liability on the Company's part; and provide the Company with evidence of such ownership or legal right to use the Vehicle upon request;
        3. (c)   take full responsibility to obtain and maintain in good standing all required permits, licenses and conditions to operate the Vehicle and comply with all Applicable Law at all times; 
        4. (d)   attend training on the use of the Driver Application, the Policies and the quality standards as requested by the Company from time to time;
        5. (e)   at Your own costs, procure and maintain compatible Mobile Device for the purposes of accessing and connecting to the Driver Application;

      Financial management

        1. (f)   be responsible for Your own Tax liabilities arising from the performance of this Agreement including those which the Company has been authorized under this Agreement to carry out on Your behalf; 
        2.  

      Other operational supports

      1. (g)   cooperate with the Company in dealing with complaints and customer care issues of Users and in the prompt resolution of such issues;
      2. (h)   comply with the Policies, including any Policies that relate to service standards on the Gojek Platform. If You violate any Policy of the Company (or any other service standards of the Company), without limiting other remedies hereunder, You shall cooperate with the Company to take any required actions to maintain the quality of the Postal Service;
      3. (i)   provide transportation service in accordance with the relevant Postal Service Agreement between the Company and the User to all Users equally, irrespective of the use of promotion program, payment method or Postal distance, and avoid any form of discrimination towards Users;
      4. (j)   comply with all Applicable Law on protection of personal information. You shall only use User Information for the purpose of providing the transportation service in accordance with the relevant Postal Service Agreement between the Company and the User, and shall not download, copy, reproduce or otherwise retain or use such User Information outside the scope of the Driver Application without prior written approval of the Company; and 
      5. (k)   without limiting any of Your responsibilities and obligations above, take all responsibilities and perform all obligations required under the Applicable Law in relation to the provision of the transportation service in accordance with the relevant Postal Service Agreement between the Company and the User except for those expressly assigned to the Company under this Agreement.
      6.  
    5. Term of Cooperation
      This Agreement, and the Business Cooperation hereunder, shall be effective from the signing date until this Agreement is terminated in accordance with its terms.
    6. No co-independence and no transfer of title
      1. (a)   Under this Agreement, the Company and You are independent business cooperation partners. You provide transportation service in accordance with the relevant Postal Service Agreement between the Company and the User and in accordance with clause 4.2(c). Other than for this purpose, You shall not be deemed to be an employee or in Agreement with the Company for any purpose and this Agreement does not give You any authority to bind the Company.
      2. (b)   Each Party retains the title and any other rights of the assets that it uses to perform its responsibilities under the Business Cooperation, including the System in respect of the Company and the Vehicle in respect of You. 

  5. Your Undertakings when providing transportation service in accordance with the relevant Postal Service Agreement between the Company and the User

    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 this Agreement and perform Your obligations under this Agreement;
        4. (iv)   You are able to operate a motor vehicle (including the Vehicle itself) and have and will maintain a valid driver’s licence and all the other required licences, approvals, authorities and consents to provide transportation service in accordance with the relevant Postal Service Agreement between the Company and the User as required by Applicable Law;
        5. (v)   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 transportation service in accordance with the relevant Postal Service Agreement between the Company and the User;
        6. (vi)   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, Vehicle registration certificate, compulsory insurance certificate, 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;
        7. (vii)   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;
        8. (viii)   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 transportation service in accordance with the relevant Postal Service Agreement between the Company and the User, in each case covering damage to You, 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;
        9. (ix)   You will comply at all times with all Applicable Laws, this Agreement, the Postal Service Agreement and the Policies, including but not limited to the following key requirements, and will notify the Company if You are in breach of this clause:
          1. (A)   declining to provide transportation service in accordance with the relevant Postal Service Agreement between the Company and the User and immediately notify the Company when detecting that the Goods violate the Applicable Laws, this Agreement, the Postal Service Agreement and the Policies;
          2. (B)   complying with the Policy for handling Goods that cannot be delivered to recipient nor returned to sender;
          3. (C)   recording and re-wrapping the Goods to assure safety only in case the wrapping of such Goods (if any) is damaged or torn;
          4. (D)   suspending the provision of transportation service in accordance with the relevant Postal Service Agreement between the Company and the User and notifying competent state agencies and the Company in case the Goods are detected to be in the list in Appendix 1;
        10. (x)   You will only use the System for lawful purposes and only for the purposes of this Agreement; 
        11. (xi)   You shall only use an internet access point and data account which You are authorised to use;
        12. (xii)   You shall not engage in any fraudulent, misleading or deceptive conduct; and
        13. (xiii)   You shall not impair or circumvent the proper operation of the network which the System operates on.
      2. (b)   You are the party that directly provides transportation service in accordance with the relevant Postal Service Agreement between the Company and the User and shall therefore be responsible for the safe, efficient and proper performance of transportation service in accordance with the relevant Postal Service Agreement between the Company and the User 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 transportation service in accordance with the relevant Postal Service Agreement between the Company and the User. You are responsible for Your own safety, and that of the Goods, in the performance of transportation service in accordance with the relevant Postal Service Agreement between the Company and the User, and You shall take all necessary precautions.
    2. Your interactions with Users
      1. (a)   To the maximum extent permitted by Applicable Law, You have the sole responsibility for any obligations or Liabilities to Users or third parties that arise from Your provision of transportation service in accordance with the relevant Postal Service Agreement between the Company and the User. You must pay the Company for all amounts that the Company is liable to pay Users and compensate for any other damage suffered by the Company when they arise from Your faults.
      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 in accordance with the relevant Postal Service Agreement between the Company and the User.
      3. (c)   You reserve the right to refuse accepting Users' order if You have reasonable grounds to suspect a violation of the User Service Terms of Use, the Policies or Applicable Law. 
      4. (d)   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, information You may have via the Driver Application.
    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.

  6. 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 12, 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 this Agreement or the Policies; 
      2. (ii)   during an investigation;
      3. (iii)   if You 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 Company from time to time;
      5. (v)   if this Agreement is 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.

      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.

    4. (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 the System may be restored.

  7. Your use of the System

    1. 7.1     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 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 transportation service in accordance with the relevant Postal Service Agreement between the Company and the User.
    2. 7.2     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 System (in whole or in part) to You.
    3. 7.3     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 in accordance with the relevant Postal Service Agreement between the Company and the User other than via the User Application or which are fake; 
      13. (m)   cause nuisance, annoyance, inconvenience, harassment, personal injury or property damage, whether to the Company and/or its Affiliates (and its officers, directors, members, employees and agents), or any other party; or
      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.

  8. 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.

  9. Your relationship with the Company

    1. (a)     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 relationship exists between the Company and You. Unless expressly provided in clause 4.2(c), You have no authority to bind the Company. You undertake not to hold Yourself out as an employee or worker of the Company.
    2. (b)     You acknowledge that the Company does not, and does not seek to, exercise any general rights of control over You and Your activities, except for the right to require You to comply with this Agreement when You accept to provide transportation service in accordance with the relevant Postal Service Agreement between the Company and the User. You shall retain the absolute discretion to accept, decline or cancel any request for transportation service in accordance with the relevant Postal Service Agreement between the Company and the User via the Driver Application and to determine how long You wish to use the System for and you may cease using the System at any time. If You no longer wish to use the System, You can choose to cease doing so at any time. You have complete discretion as to whether to use the System. You are also free in Your absolute discretion to engage in any occupation or business of Your own choosing.
    3. (c)     Notwithstanding clauses 9(a) and 9(b), if You are found to be an employee, agent, worker or representative of the Company or any of 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.

  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 Vietnam, and register with the Company, for the purpose of receiving any requested payments from Your Driver Wallet balance.
    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. User Fees and Charges
      The Parties shall share business results and handle taxes from the Business Cooperation in accordance with Appendix 2.

  11. Warranties, indemnities and liability

    1. Warranties
      1. (a)   Each Party represents and warrants to the other Party that each of the following statements is true and correct on the date of this Agreement:
          1. (i)   In respect of the Company, it is duly incorporated and validly existing under the laws of Vietnam. In respect of You, You are of sound mind, have full mental and legal capacity and have not been declared as incapacitated by a relevant court.
               (ii)   Each Party has the power to, and has taken all necessary authorisation action to, enter into and perform its obligations under this Agreement and to carry out the transactions contemplated by this Agreement.
        1. (iii)   This Agreement is its valid and binding obligation enforceable in accordance with its terms, subject to any necessary stamping and registration.
        2. (iv)   The execution and performance by each Party of this Agreement and each transaction contemplated under this Agreement do not violate in any respect any provision of:
          1. (A)   any Applicable Law or judgment, ruling or order of a court, arbitration or governmental agency binding on it;
          2. (B)   in respect of the Company, its charter or other equivalent constitution documents; or
          3. (C)   any other document or agreement which is binding on it or its assets.
      2. (b)   You further represent and warrant that You shall be responsible to the Company for the safe, efficient and proper performance of transportation service under each Postal  Service Agreement between the Company and the User using all reasonable care and skill.
      3. (c)   You shall ensure that Your representations and warranties in clauses 4.1(a) and 4.1(b) remain true during the term of this Agreement, and immediately notify the Company if any of the above representations and warranties become incorrect, inaccurate or incomplete in any respects.
      4. (d)   The Company makes no warranty or representation in relation to, and no assessment on the safety, reliability, legality or suitability for Transportation Service of You, Your Vehicle or the User. You acknowledge and agree that during the performance of the Transportation Service You may have contact with third parties with potential hazards. You will not claim the Company for, and otherwise keep the Company harmless from, all Losses and Liabilities arising therefrom.
    2. 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 this Agreement or any Applicable Law;
      2. (b)   Your provision of transportation service in accordance with the relevant Postal Service Agreement between the Company and the User;
      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 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.

    3. 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 this Agreement, including any warranties of merchantability, fitness for a particular purpose, reasonable care and skill and non-infringement.
      2. (b)   Without limitation to clause 11.3(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 in accordance with the relevant Postal Service Agreement between the Company and the User 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.
    4. Exclusions and limitations of liability
      1. (a)   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. (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 this Agreement, whether in contract, tort, breach of statutory duty or otherwise.

      3. (c)   To the 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 this Agreement, whether in contract, tort, breach of statutory duty or otherwise, exceed the Company's Share of Revenue 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 in accordance with the relevant Postal Service Agreement between the Company and the User.
      5. (e)   Any Claims that You have against the Company under or in connection with the System 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 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.

  12. Termination

    1. (a)     This Agreement shall continue until terminated in accordance with its terms.
    2. (b)     The Company may terminate this Agreement 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 this Agreement 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 Postal Service; or
      4. (iv)   if You are in breach of any other agreement with the Company.
    3. (c)     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 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. (d)     On termination or expiry of this Agreement 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 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 3, 9, 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. (a)     You agree and consent to the Company using and processing Your personal information as set out in the Privacy Notice, 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 Postal Service and this Agreement in accordance with the Privacy Notice.
    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 Transportation Service in accordance with the relevant Postal Service Agreement between the Company and the User and 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. (a)     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. (b)     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. (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 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. (d)     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. (e)     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. (f)     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. 
    7. (g)     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. (h)     A person who is not a party to this Agreement has no right to rely upon or enforce any term of this Agreement.
    9. (i)     Any notice, demand, consent or other communication (a Notice) by the Company under this Agreement may be given to You by means of a general notice published on the Driver Application, the Driver Blog or to Your email address as registered with the Company. Such 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 or Driver Blog, 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 undertake to regularly monitor the Driver Application, the Driver Blog and Your email account and shall not make any claim that it has not received a Notice that has been properly published or sent in accordance with the foregoing sentence solely on the basis that it was not aware of, or has not read, such Notice. Any Notice by You under this Agreement must be given to the Company in writing by email to the address hotro@gojek.com or mailing to the address of the Company as set out at the top of this Agreement (as may be updated from time to time by Notice to You). Such Notice shall be conclusively taken to be duly given or made when it is actually received by the Company.

APPENDIX 1 - LIST OF GOODS PROHIBITED FROM ACCEPTING AND DELIVERING

  1. Letters, papers and communications in the form of handwritten or printed documents, with or without a receiving address;
  2. Money (cash, coins, foreign currencies and other bearer negotiable instruments);
  3. Living animals and plants;
  4. Food, drinks, or food or drink ingredients that require a cooler or a controlled environment;
  5. Items with a pungent odour, such as durians;
  6. Gambling devices or lottery tickets;
  7. Any controlled goods, or goods prohibited for import, export, delivery or circulation under Applicable Law, including without limitation the Goods listed below:

    Goods that are prohibited under the Law on Post, as amended or replaced from time to time:

  8. Goods with contents which provoke, undermine security or the great national solidarity or oppose and sabotage the State of the Socialist Republic of Vietnam;
  9. Goods containing weapons, explosive articles or substances, toxic or radioactive substances, narcotics or disease germs for terrorist purposes or infringing upon the life and property of citizens or causing social disorder and insecurity;
  10. Goods containing cultural matters which are contrary to social ethics or the fine traditions and customs of Vietnam;

    Goods that are prohibited from circulation by Vietnam law under Decision 88/2000/QD-BTM issued by the Ministry of Trade on 18 Jan 2000 (as amended by Decision 1108/2000/QD-BTM dated 8 Aug 2000), as amended or replaced from time to time:

  11. Arms and ammunition, military uniforms, military goods, specialised technical facilities for the armed forces;
  12. Narcotics;
  13. Some extremely toxic chemicals;
  14. Historical relics, cultural objects and museum pieces;
  15. Cultural reactionary products, pornographic and superstitious objects or things which harm character training;
  16. Cigarettes produced overseas;
  17. Fireworks;
  18. All types of curative and preventative medicine for humans and domestic animals, plant protection drugs and all types of medical equipment and instruments not yet permitted to be used in Vietnam;
  19. Plants and wild animals on the lists in international treaties which Vietnam has signed, and all types of other rare animals and plants which need to be protected; and
  20. Some children's games which are harmful to character training, to children's health, or to order and the safety of society.
  21. In addition to the prohibited Goods listed above, You shall not provide the transportation service to the User who sends the following Goods when using COD as a payment method:
    1. Electronic goods, including electronic devices (such as mobile phones, laptops and tablets);
    2. Counterfeit and/or fake goods;
    3. Used and/or second-hand goods; and
    4. Any kind of powder.

 

APPENDIX 2 - FINANCIAL TERMS

This Appendix sets out the financial aspects of the Business Cooperation, including (i) the calculation, payment and allocation of User Fees and other relevant amounts and (ii) the invoicing and tax arrangements between the Parties.

In this Appendix, reference to a clause is to a clause of this Appendix.

  1. User Fees

      1. Calculation of User Fees  
        1. (a)   The Company will provide the components for the calculation of the User Fees, and may amend such components from time to time. The Company will use reasonable commercial efforts to notify You of such changes if the amounts of User Fees are affected. Any User Fees on or after the date on which the change takes effect as determined by Company shall be subject to the updated calculation.
        2. (b)   For each instance of Postal Service, the Company shall assess the available demand and supply in the market and accordingly use its algorithm to provide the proposed Fare and Surge Fee. To the extent permitted by Applicable Law, the Company may, acting reasonably, adjust or cancel the Fare (or any part thereof) and Surge Fee payable in connection with a particular instance of Postal Service.
        3. (c)   For each instance of Postal Service, a fixed administrative fee (inclusive of any applicable Tax) as determined and announced by the Company from time to time may be charged by the Company to the User (Platform Fee). For the avoidance of doubt, the Platform Fee shall be separate from, and in addition to, the Fare.
    2. Allocation of User Fees and Charges
        1. (a)   In consideration of the contribution by each Party, for each instance of provision of Postal Service to a User, the Parties will be entitled to the following: 
          1. (i)   for the Company's contribution to the Business Cooperation, the Company will be entitled to:
            1. (A)   Platform Fees (if applicable); 
            2. (B)   Twenty percent (20%) of the Fare, Surge Fee and the COD fee (if applicable) (after deducting the applicable VAT), subject to any update or amendment under clause 1.2(c) (together, Company's Share of Revenue).
          2. (ii)   for Your contribution to the Business Cooperation, You will be entitled to eighty percent (80%) of the Fare, Surge Fee and the COD fee (if applicable) (after deducting the applicable VAT), subject to any update or amendment under clause 1.2(c) (Your Share of Revenue). 
        2. (b)   The Parties agree You will be entitled to Charges, which shall be reimbursable by the User either directly or indirectly via the Company as recorded in the Driver Wallet.
        3. (c)   The Company may, at its discretion, amend the relevant allocation percentages and methodology under clause 1.2(a) and 1.2(b) and/or add, remove or amend any other allocation components. The Company shall give notice of any such update or amendment to You, which shall be deemed to be accepted by You (and this Agreement shall be deemed to be amended accordingly) if the Company does not receive any objection in writing from You within three (3) Business Days from the date the Company's notice is deemed given (in accordance with clause 15(i) of the Agreement).

  2. Incentive Payments

    1. (a)     In order to encourage more drivers to drive on the Gojek Platform and thereby improve the experience of Users when using the Company's Postal Service, 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, this Agreement and the Policies (as applicable).
    2. (b)     In each case as applicable, You shall 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 (as applicable), to the Company’s reasonable satisfaction. If You fail to do so, You may not receive the relevant Incentive Payments. 
    3. (c)     If You qualify to receive an Incentive Payment, the amount of such payment will be credited into the Your Driver Wallet, subject to the withholding and / or deduction of applicable taxes by the Company.

  3. Vouchers

    As part of its contribution to the Business Cooperation (as set out in clause 4.1 of this Agreement), the Company may offer Vouchers to Users, and such Vouchers may be applied and used by a User for an instance of Postal Service (resulting in lower payment of User Fees and/or Charges). The costs of the Voucher amount shall be wholly and exclusively borne by the Company, and the Company shall pay an amount equivalent to the Voucher amount to You to cover the corresponding shortfall on the User Fees and Charges, after deduction of applicable Taxes, by crediting to Your Driver Wallet balance if You have undertaken the relevant Postal Service.

  4. Payment settlement

    The Company shall record Your Share of Revenue, the Company's Share of Revenue, any other amounts that the Company (i) must pay You or (ii) is entitled to receive from You, and any applicable Taxes incurred therefrom, using the Driver Wallet function of the Driver Application, and use such records to settle the payable amount as between the Company and You in accordance with this clause.

    1. (a)     (Driver Wallet record and management) The Company will record Your Driver Wallet balance on an individual basis. The provisions of this clause shall apply accordingly.

      The Company’s records in the Driver Wallet of the amounts that the Company shall make to You shall be taken as conclusive evidence of the payment obligations between the Parties, barring manifest errors.

    2. (b)     (Minimum Balance) The Company may require that You maintain an amount of money above a certain threshold (Minimum Balance) in Your Driver Wallet balance as part of Your performance of this Agreement. The Minimum Balance shall be made to the Company in the method as specified by the Company from time to time and shall be kept by the Company without bearing any interest. The Minimum Balance will be determined and specified by the Company at its sole discretion from time to time. If at any time Your Driver Wallet balance is below the Minimum Balance, You must top up the Driver Wallet balance to above the Minimum Balance, failing which the Company may (subject to any grace period or credit limit applied by the Company from time to time) suspend or terminate Your provision of Postal Service. 
    3. (c)     (Record of User Fees and Charges)Users may choose to pay the User Fees and the Charges by the payment methods offered by the Company from time to time, including (where applicable) cash, credit or debit card or any other form of non-cash payment permitted by the Applicable Law. A receipt or transaction history will be generated for each instance of Postal Service, documenting the User Fees and the Charges payable by the User in each instance.
      1. (i)   For any cash payment, the User will pay the User Fees and Charges to You. The Company shall deduct the Company's Share of Revenue, together with any other amounts You owe the Company and applicable Taxes, from the relevant Driver Wallet balance. 
      2. (ii)   For any non-cash payment, the User will remit the User Fees and Charges to the Company (and You hereby irrevocably authorise the Company to receive Your Share of Revenue on Your behalf during the term of this Agreement). The Company shall credit Your Share of Revenue and Charges, after deduction of any amounts owed to the Company and applicable Taxes, to the relevant Driver Wallet balance.
    4. (d)     (Record of Incentive Payments, Vouchers and deductions) The Company shall credit the Incentive Payments to Your Driver Wallet in accordance with clauses 2 and 3. The Company may deduct any amounts You owe to the Company or its Affiliates and any applicable Taxes and other amounts that the Company is required to withhold or deduct by Applicable Law and this Agreement from the Driver Wallet balance.
    5. (e)     (Frequency of record) The Company will deduct or credit the relevant amounts under clause 4(c) from or to the Driver Wallet balance at a frequency determined by the Company in its discretion from time to time.
    6. (f)     (Settlement and payment) To the extent the Driver Wallet balance (after all applicable deductions have been made) exceeds the Minimum Balance, the excess balance is payable to You and You may request payment of such amount in one of the following payment methods if offered by the Company from time to time.
      1. (i)   transferring to a bank account designated by You;
      2. (ii)   transferring to an e-wallet account designated by You opened at an e-wallet service provider selected by the Company; or
      3. (iii)   other payment method as selected by the Company.

      Payment of the amount requested by You shall constitute good discharge of the Company's obligation to pay You for such amount. Any balance of the Driver Wallet that is payable to You in accordance with this clause but is not requested for payment by You will be maintained by the Company without accruing any interest or other Liability for the Company.

    7. (g)     (Suspension of transaction) Without prejudice to any other rights and remedies of the Company, the Company may suspend the processing of any transaction if 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, the User Service Terms of Use or the Policies (as the case may be). In such an event, You shall not hold the Company liable for any withholding of, delay in, suspension of, or cancellation of, any payment, and for this purpose, the Company shall be entitled to deduct any amounts from the Driver Wallet balance.

  5. Invoicing and Taxes

    1. (a)     (VAT levied on the Parties' Business Cooperation) The Company shall declare, collect and pay VAT payable in respect of:
      1. (i)   the Company’s Share of Revenue; and 
      2. (ii)     Your Share of Revenue on Your behalf.
    2. (b)     The Company shall also disclose all necessary or relevant information to the relevant tax authority for such purposes. You irrevocably authorise the Company to (i) issue VAT invoice on Your behalf for Your Share of Revenue and (ii) withhold or deduct any amounts from the Driver Wallet balance for the purpose of declaring, collecting, and/or paying such VAT.
    3. (c)     (CIT levied on the Company) The Company shall be responsible to declare and pay its own CIT (if any) incurred on amounts received by it under this Agreement.
    4. (d)     (Your PIT)
      1. (i)   You irrevocably authorise the Company to deduct, withhold, declare and pay Taxes for and on Your behalf to the competent tax authorities of Vietnam, on any payments the Company may make under this Agreement. 
      2. (ii)   The Company has the right to deduct and/or withhold any Taxes from Your Driver Wallet balance at the rates as agreed between the Company and You or based on the Company’s policies. Unless You provide agreement or evidence otherwise, the Company shall calculate Taxes which You are subject to on the entire amount that You are entitled to (including Your Share of Revenue, Incentive Payment, Charges and Voucher amount reimbursement).
      3. (iii)     Each Party shall provide reasonable assistance to the other Party during the performance of this clause, including by providing any relevant and necessary contracts, invoices and other documents as requested by the other Party.
    5. (e)     (Your undertaking) You agree to: 
      1. (i)   execute all documents and take all required actions to assist the Company with the declaration and payment of Taxes in accordance with this clause 5; and
      2. (ii)   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 this Agreement.

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