General Terms and Conditions for PHV Drivers Using the FREENOW Platform as a worker

1. INTRODUCTION

1.1. We are Transopco UK Ltd, trading as FREENOW, a company registered in England and Wales. Our company registration number is 11435887 and our registered office is at Harling House, Great Suffolk Street, London SE1 0BS, UK. Our registered VAT number is 314 6835 03.  Your details are set out in the App.

1.2. These are the terms and conditions (the “Terms”) which apply to your use of the FREENOW Platform as a Driver in the capacity of a worker. FREENOW acknowledges the strong preference of PHV drivers to retain the flexibility of being self-employed, which they have traditionally enjoyed working as independent contractors and providing services to traditional operators within the definitions set out in the Legislation and, more recently, tech-enabled operators who offer services similar in nature to the FREENOW platform.  FREENOW understands that certain PHV drivers, while maintaining the autonomy afforded by self-employment, may elect to enter into a relationship with FREENOW reflecting their capacity as a Worker.  As such, FREENOW offers a choice of operational arrangements and contractual terms to Drivers who elect to use the App to provide PHV Journeys.  Drivers are able to elect, reflecting their position and the nature of the relationship, to provide PHV Journeys as a Worker (pursuant to these Terms) or as independent contractors, subject to a distinct agreement and operational arrangements with FREENOW.  In electing to enter into these Terms as a Worker, you acknowledge the parties’ mutual intention that the Terms and our operating practices reflect a Worker relationship.  If you intend to provide PHV Journeys in the capacity of an independent contractor, subject to terms and operating practices reflective of such an arrangement, you should not agree to these Terms and notify FREENOW of your intent to engage with it on that basis here.  Further information can be obtained here.   

1.3. In order to access the App and receive information relating to Ride Services sought by Users, you should download and access the App. 

1.4. We ask that you read these Terms carefully before you use the FREENOW Platform. These Terms set out how we will provide the App and the Booking Services to you, how you and we may change or end your right to use FREENOW Platform, what to do if there is a problem and other important information.

1.5. For important information about our legal relationship with you, and the legal relationship between you and Users, please see clause 7.

1.6. There are other terms that may apply to your use of the FREENOW Platform. This includes the following:

a) our Privacy Policy, Fee Policy and our driver orientation process and its related conditions and standards as determined by us from time to time; 

b) the terms of the Apple, Google Play and/or such other third party mobile application and/or software application stores from which you may download the App; and

c) any other terms, policies and/or changes in Legislation as may be applicable from time to time including those notified to you by us, any government and/or local authority, including but not limited to those with reference to rules concerning COVID-19 / SARS-CoV-2.

1.6. When you first register as a Worker with us by completing the relevant onboarding process to reflect this relationship and then downloading, installing and using the App, you are required to acknowledge and accept the terms and conditions as set out in these Terms. In doing so, you agree to adhere to your obligations arising under these Terms whenever accessing the FREENOW Platform and whenever driving Users pursuant to that relationship.In accepting these Terms, you agree to enter into a legally binding contract with us with effect from that date or as otherwise communicated to you.

1.7. A copy of these Terms is located on our website and within the App.

1.8. Should you need to contact us, you may do so by e-mail at ukphv@free-now.com.

1.9. If we have to contact you, we will do so by telephone or in writing, using the details which you provide to us when opening your Account.

1.10. Any reference in these Terms to your “registered vehicle” is to the vehicle you have registered under your Account as the vehicle you will (and are authorised to) Drive. 

1.11. When we use the words “writing” or “written” in these terms, this includes emails and communications made through the App.

1.12. Unless the context otherwise requires, words in the singular shall include the plural and vice versa.

2. THE SERVICES

2.1. This clause 2 provides information in relation to the Services that we provide through the FREENOW Platform.

The Booking Services

2.2. Subject to your compliance with these Terms and your successful onboarding, we will grant you access to the Booking Services (accessible via the App). 

2.3. Through your use of the Booking Services, you will have the opportunity to sell Ride Services to us in respect of a PHV Journey which we will then resell on to Users.

2.4. The Booking Services (subject to the provisions of these Terms) include the following:

a) subject to qualifying Allocation Criteria (see clause 2.5) and User demand, notifying you of Booking Requests at our sole discretion (and User Journey information related to that Booking Request) (an “Invitation”); 

b) providing you with the option of accepting or rejecting an Invitation; and

c) in the event that you accept the Invitation, allocating you as the Driver for the User in respect of the corresponding Booking Request (“Driver Allocation”). 

2.5. In order to receive an Invitation, you must have in place / you must do the following:

a) enable use of location data sent from your device(s) used to access the App, so that we can check whether you are in the vicinity of the User who has submitted a Booking Request;

b) update your status on the App (to available), so that we can check that you are in your registered vehicle and available to receive Invitations; and

c) provide such other information that we may request from time to time

(together, the “Allocation Criteria”).

2.7. We are not under any obligation to send any Invitations to you, and you are under no obligation to accept any Invitations sent to you. Any Invitations that are sent are done so at our sole discretion. We do not provide any guarantees as to a minimum number of Invitations that will be sent within any fixed period of time. 

2.8. If you wish to accept an Invitation, you should indicate this within the App. If you do not accept the Invitation within a reasonable period of time after receiving it (approximately 15 seconds or at such other time limit as we may determine in our sole discretion), you will be deemed to have rejected the Invitation at which point the Invitation will be offered to another driver. 

2.9. At the point that you indicate your acceptance of an Invitation with the App (Driver Allocation), you agree to sell Ride Services to us and be the Driver for that User’s Journey in accordance with that User’s Booking Request.Your place of work shall be the location covered by the User’s requested Journey from time to time but always within the Ride Services Area.

2.10  Each individual engagement for a PHV Journey commences following Driver Allocation.  Where a User requests a Journey for pick-up as soon as possible the engagement commences when you accept the Invitation.  You should then drive to the pick-up location to commence the Ride Services.  Where a User requests to pre-book a Journey for pick-up at a specific time notified by them, and the Invitation is accepted by you to offer Ride Services at that time pursuant to Driver Allocation, the engagement commences at the stage where you select to activate the relevant Journey in the App. In either case, the engagement is completed at the end of the Journey when the User has arrived at their destination or when the Journey is cancelled by the User.  No other use of the App to receive and consider Invitations or otherwise shall be considered as an engagement, as engaged time or as providing Services pursuant to these Terms. 

2.11.  You are entitled to, and expected to take steps to ensure (for example by logging off the App, making yourself unavailable or rejecting Invitations, or any combination of these) that you take a minimum 20 minute break in any six hour period of work (i.e. being engaged on Journeys) that you undertake.  In order to ensure your safety and that of Users, we will notify you of your time engaged on Journeys and provide additional guidance on when you should take breaks. While we do not believe this is likely to occur, and you are never under any obligation to accept Invitations or provide Journeys, where any period of time you work is entirely at your discretion, there may be times where you elect to work (i.e. be engaged on Journeys) more than an average of 48 hours a week. To the extent that you do so and that applicable limits apply to you, you opt out of the maximum weekly working time under the Working Time Regulations 1998.  If you subsequently change your mind about working more than an average of 48 hours a week this is entirely at your discretion. 

2.12. Once Driver Allocation has taken place, or a pre-booked Journey activated, you will (via the App) receive key User information including the User’s name, pick-up location and destination for the Journey. You will also be able to call or otherwise communicate with the User via the App for the purpose of providing the Journeys. 

2.13.  You are not required to provide any minimum amount of Services to us, nor are you subject to any exclusivity requirements. We accept that you are free to, without restriction, provide services (similar or equivalent to the Services or otherwise, and competing with the Services or otherwise), to or through any platforms or persons (similar and/or equivalent or otherwise to the FREENOW Platform).

3. YOUR OBLIGATIONS AND RELATED INFORMATION

Driving

3.1. You shall at all times when making yourself available in the App to receive Invitations and in particular whenever Driving:

a) hold valid proof of your identity, including right to work documentation;

b) hold a valid national insurance number; 

c) hold a valid UK driving licence with the appropriate level of certification required to Drive your registered vehicle;

d) hold a V5C registration certificate (log book) for your registered vehicle;

e) hold a valid MOT for your registered vehicle;

f) hold a valid and appropriate insurance policy for your registered vehicle; 

g) hold any and all other consents, licences, permits, approvals, authorities and insurance documents that we may reasonably require you to hold from time to time as a Driver; 

h) hold a valid private hire driver’s licence and a valid private hire vehicle licence, as issued by the relevant licensing authority for you and for your registered vehicle, as applicable; and 

i) agree to inform us in writing if you are registered for VAT (and, if applicable, when you deregister) and, if you are VAT registered, to provide us with your VAT registration number.

(together, the “Driver Requirements”).

3.2. To ensure your compliance with the Driver Requirements, and to allow us to comply with our regulatory requirements, you confirm and agree that you will provide to us when requested, copies of the documents, consents, licences, permits, approvals, authorities and insurance documents referred to in this clause 3. You confirm and agree that you will submit to us copies of all updated or renewed versions of such documents without undue delay as soon as any of those documents are updated or renewed. We shall be entitled on request to review such documents, consents, licences, permits, approvals, authorities and insurance documents from time to time, and your failure to provide or maintain any of these documents shall constitute a material breach of these Terms. 

3.3. You agree that, whenever Driving and/or carrying out any Driving-related activities, you shall:

a) do so with care, skill and diligence in accordance with good industry practice;

b) provide all equipment (including any devices), tools, vehicles and such other items, at your own expense, as are required to provide the Ride Services and to pay for any such expenses required to provide the Ride Services including without limitation vehicle insurance, fuel, MOT and service and repair charges in respect of the registered vehicle;

c) ensure that your registered vehicle is not more than 10 years old;

d) maintain your registered vehicle in a clean and sanitary condition, and in a safe, roadworthy and good operating condition;

e) ensure your registered vehicle complies with all laws, regulations and standards applicable in England and Wales from time to time relating to vehicle emissions (including any obligations as set out in the Legislation);

f) hold and at all times maintain at all relevant times all consents, licences, permits, approvals and authorities which may be required for Driving;

g) otherwise comply with all applicable laws, regulations, governmental and/or regulatory policies, guidelines or industry codes which may apply from time to time to any Driving;

h) observe all health and safety rules and regulations and all training and reporting requirements we may communicate to you;

i) not do or omit to do anything which may cause us to lose any consent, licence, permit, approval or authority on which we rely for the purposes of conducting our business;

j) pay all taxes and charges due by you at the appropriate time; and

k) comply with any additional obligations in relation to your performance of the Ride Services we or TfL set out from time to time.

3.4. You are not permitted to transport or cause the transportation of any illegal or dangerous goods. Whenever Driving, you will not cause disturbance, discomfort, inconvenience or material damage, nor participate in any other illegal conduct, either in relation to a User or any third-party, such as trying to defraud them or by using a different vehicle than the one with which you are registered. In some circumstances, you may be asked to provide evidence of identification. You accept that you may be denied access to or use of the FREENOW Platform and Booking Services if you refuse to present such documentation (see clause 5).

3.5. We are required by TfL and it is our obligation as a licence operator to inform you that you shall not:

a) use CB apparatus;

b) park, wait, collect or drop off Users at taxi ranks, or drive in bus lanes;

c) drive on red routes without a valid exemption;

d) abuse congestion charge discounts; 

e) provide Ride sharing services; or

f) “ply for hire”.

3.6. Furthermore, as a licensed operator we are also required to inform you that as a Driver:

a) you are required to make proper payment of Ultra Low Emission Zone charges (where applicable); and

b) it is important that you read and understand your obligations pursuant to the Equality Act 2010 and to comply with the training provided to you by us. This includes, but it is not limited to: transporting the User while in a wheelchair and not making any additional charge for doing so; taking such steps as are necessary to ensure that the User is carried in safety and reasonable comfort; and not refusing a passenger because they have an assistance dog.

3.7. You agree that you shall immediately (provided that it is safe to do so) notify us via the driver emergency line, if you are involved in an incident or emergency, for example if you suffer a flat tyre, an accident, or a breakdown. Driver Emergency Line 0203 966 2995.

3.8. We shall facilitate your contact with the User for the purposes of providing the Ride Services anticipated in the Booking. You agree to adhere to all data protection laws.

General Use of the FREENOW Platform

3.9. You shall at all relevant times and at your own expense, be responsible for arranging your own internet or mobile data service in order to access the FREENOW Platform. You are responsible for using a portable electronic device with the minimum technical requirements in order to use the App. 

3.10. You must not do any of the following:

a) use the FREENOW Platform in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the App or any operating system;

b) infringe our intellectual property rights or those of any third party in relation to your use of the FREENOW Platform;

c) transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the FREENOW Platform;

d) use the FREENOW Platform in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and

e) collect or harvest any information or data from the FREENOW Platform or any of our systems or attempt to decipher any transmissions to or from the servers running the Booking Services.

3.11. You are responsible for keeping your username and password confidential and secure. You must not provide the password to third parties or allow any third parties to access the App or any other services. You may not assign or otherwise transfer your Account to any other person or entity. You must inform us immediately via the appropriate e-mail address (see clause 1.8) if a third party uses your Account without authorisation. In particular, you are obliged to inform us of any loss, theft or misuse of your password or smartphone or other device on which you use the App, or any other unauthorised use of your Account, password or other personal identification features. If you know or suspect that any of the above has happened, you must immediately notify us (a “Stop Notice”).

3.12. If you download or stream the App onto any device not owned by you, you must have the owner’s permission to do so. You will be responsible for complying with these Terms, whether or not you own the device.

3.13. You agree that you will:

a) not rent, lease, sub-license, loan, provide, or otherwise make available, the App or the Booking Services to any person;

b) not copy the App or the Booking Services, except as part of the normal use of the App or where it is necessary for the purpose of back-up or operational security; and

c) not translate, merge, adapt, vary, alter or modify, the whole or any part of the App, or Booking Services nor permit the App or the Booking Services or any part of them to be combined with, or become incorporated in, any other programs, except as necessary for your use of the App and the Booking Services on devices as permitted in these Terms.

3.14. The App may provide access to information and materials created or uploaded by other users of the FREENOW Platform. This information and these materials have not been verified or approved by us. The views expressed by other users through the App do not represent our views or values. If you wish to complain about information and materials uploaded by other users, please contact us at the appropriate e-mail address (see clause 1.8).

3.15. You undertake to notify us promptly, and to provide us with all relevant details, if any third-party asserts any claims against us due to your violation of any rights, to the extent that this information is required for any legitimate reason such as verification and/or legal defence purposes.

3.16. Whenever you make use of a feature that allows you to upload content to the App or to make contact with Users, you must comply with the content standards set out in clause 3.10. If we suffer loss because you breach the rules about content standards, you will reimburse us for that loss. Any content you upload to the App will be considered non-confidential and non-proprietary. We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to the App constitutes a violation of their intellectual property rights, or of their right to privacy. We have the right to remove any posting you make on our App. 

4. ACCESS TO AND USE OF THE APP

4.1. In order to gain access to any Services, you must first download the App onto a suitable portable electronic device. You can then create your Account within the App and provide relevant personal details for the provision of Ride Services by you under these terms. When doing so, all information that you provide must be true and accurate.  You should create a secure password to access your Account.

4.2. Subject to these Terms, we grant to you a limited, non-sub-licensable, non-exclusive, non-transferable, revocable, right to:

a) access and use the App on a portable electronic device as envisaged in these Terms; and

b) access and use any content, information and related materials that may be made available through the Services.

4.3. You may not create more than one Account. Additional and/or duplicate Accounts per Driver are not permitted. We reserve the right to deactivate any accounts we deem or suspect to be additional or duplicate Accounts. Once registered, you as the named Driver, are solely responsible for the use of your Account. You may not allow other persons, whether or not they are account holders in their own right, to use your account.

5. EXCLUSION FROM USE

5.1. We reserve the right to exclude you from use of the FREENOW Platform, temporarily or permanently, in whole or in part, without cause and in our absolute discretion. We would normally do so in the case of your material breach (i.e. substantial failures or violations) of your legal or contractual obligations.

5.2. A material breach includes, but is not limited to the following:

a) significant violations of these Terms and/or such other terms and policies made available by us from time to time; and/or

b) failure to comply with the Fraud Policy (as defined at clause 14.4 below), the Anti-Abusive Behaviours Policy (as defined at clause 14.5 below) and/or engaging in Fraudulent Activities (as defined in the Fraud Policy). 

5.3. We shall inform you in writing, together with our reasons, of any measure suspending, restricting and/ or excluding your use of any of the FREENOW Platform.

5.4. In accordance with clause 14.4 below, FREENOW reserves the right, following and in compliance with the provisions of the Fraud Policy (as defined at clause 14.4 below) to withhold any payment that may otherwise constitute sums due to a User that is deemed to arise out of, or in connection with, any Fraudulent Activities (as defined in the Fraud Policy).

6. CANCELLATIONS

6.1. Following acceptance of an Invitation, you:

a) may cancel a Booking where you have reasonable grounds to do so - for example, an incident or emergency, for example a flat tyre, an accident, or a breakdown, or any event where your safety may be at risk for any reason; and

b) agree to Drive the User, in good faith (which shall mean to prevent where possible, any unnecessary delays in or cancellations of Journeys prior to reaching the User’s destination).

6.2. You acknowledge that a User may cancel a Journey following Driver Allocation.  In the event that a User cancels a Booking within 2 minutes of Driver Allocation, you will not be entitled to a Ride Payment in relation to that Booking; however, we will credit you for such time when calculating f any Ride Payment Top-Up . Please see here for more information in relation to the wait time limits and when a cancellation compensation may be added to Ride Payments. 

7. YOUR RELATIONSHIP WITH USERS AND WITH US

7.1. If you are a Driver in respect of a PHV Journey a User makes, we will buy the Ride Service from you, in your capacity as a Worker, and we will have our own direct contract (as principal) with that User for the resale of the Ride Service to provide the PHV Journey.  

7.2. Except as otherwise stated, nothing in these Terms shall render you our employee or partner, and you shall not hold yourself out as such. This is a contract for the provision of service and not an employment contract and does not confer any employment rights on you (other than those to which Workers are entitled).  You declare that you are self-employed for all purposes, including for income tax and National Insurance purposes,  and shall be fully responsible for any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Ride Services.  

7.3. Notwithstanding that you are responsible for such liability under clause 7.2, you shall indemnify us for any such sums claimed against us where such recovery is not prohibited by law. You shall further indemnify us against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by us in connection with or in consequence of any such liability, deduction, contribution, assessment or claim.

7.4. You agree and acknowledge that:

a) you take full responsibility to us for the Ride Service for the entirety of the Journey, and for ensuring the User reaches their intended destination;

b) you will determine the most effective, efficient and safe manner in which to drive the User;

8. PRICE AND PAYMENT

8.1. We will buy in the PHV Journey from you for a price (the “Ride Payment”) which will be calculated in accordance with and based on various factors including the following:

a) the distance between the pick-up location and the destination; 

b) the duration of the PHV Journey; 

c) User-demand for PHV Journeys at that time; and

d) any fees payable by the User in return for the provision of the PHV Journey   

(the “Ride Payment Components”). 

8.2.  The value of the Ride Payment for any particular Journey will be communicated to you in the App, when receiving the Invitation.

8.3. The Ride Payment will also include any tips and incentives that we may offer you from time to time. If you are VAT registered, you will issue us with a VAT invoice, but the Ride Payments are inclusive of VAT and we will not be required to pay VAT in addition.

8.4. FREENOW reserves the right to adjust the Ride Payments where the Ride Payment Components change significantly (the “Ride Payments Adjustment”). Please see our help centre page for more detail on how the Ride Payments Adjustment works.

8.5. We reserve the right to change the Ride Payment Components at any time. If we decide to change how we calculate the Ride Payments, we shall notify you via e-mail and/or in-app message. If you continue to use the App and the Booking Services following a change in how we calculate the Ride Payments and/or change the Ride Payment Components, you shall be deemed to have consented to such change.

8.6. If, during the course of any Journey, a User asks you to change the destination or asks you to change your route in any way, for example, by asking you to make an unscheduled stop, pick-up or drop-off, and therefore the assumptions made in calculating the Ride Payment Components at the start of the Journey change, the original Ride Payments shall no longer be valid and a new Ride Payment will be calculated according to clause 8.1 above.

8.7. We will provide you with a weekly statement (the “Driver Statement”) by e-mail. The Driver Statement will set out details of the Ride Services you have completed during the previous week and the sums we owe you.  These will include Ride Payments and other payments provided for below which may be applicable to the Ride Services purchased from you. We will pay these sums (as set out in the Driver Statement) to you by electronic bank transfer within 5 working days of providing you with the Driver Statement.

8.8. The Driver Statement will also include details of the following fees payable to you as a Worker in respect of the Ride Services purchased by us and re-sold to Users:

a) a Ride Payment Top-Up (if applicable).  FREENOW is committed to ensuring it pays a fair rate for any Ride Services purchased from you and re-sold to Users and this is built into the makeup of the Ride Pay Components.  In the event that, in respect of each Driver Statement, the Ride Payments as provided for in the Driver Statement falls below the applicable national living wage payable to you as a Worker we will include in the Driver Statement a Ride Payment Top-Up to account for any shortfall as provided for below.  In calculating the national living wage payable to you for these purposes, only engaged time pursuant to these Terms shall be considered as working time.  We shall calculate the relevant national living wage payable, on a time basis, for the time you are engaged by us providing Ride Services.  We will add to this national living wage sum an amount equivalent to recoverable expenses in respect of the Ride Services, which shall be calculated by reference to the HMRC mileage rate at the relevant time (together the national living wage sum and the recoverable expenses sum being the “NLW Reference Sum”).  If the NLW Reference Sum exceeds the total amount of Ride Payments, including any incentives, allowances or other components included in the same, the Ride Payment Top-Up will comprise a payment in respect of the difference between the Ride Payments otherwise payable and the NLW Reference Sum.

b) a Holiday Pay Payment.  You are entitled to 5.6 weeks’ paid holiday per holiday year.  This equates to 12.07% on the hours that you actually work (i.e. that are engaged time pursuant to these terms) in each holiday year, rounded up to the nearest hour.  This includes public holidays.  Our holiday year runs 1 January to 31 December.  To reflect the flexible nature of our relationship, and the individual nature of each engagement you elect to undertake by completing individual Journeys, and for ease of administration, we pay you a Holiday Pay Payment in each Driver Statement amounting to 12.07% of all Ride Payments for the period to which the Driver Statement relates, including any incentives, allowances or other components included in the same, and any Ride Payment Top-Ups (if applicable).  It is your responsibility to ensure you take at least 5.6 weeks of holiday in each year, and you acknowledge that (i) the flexible nature of your work (and in particular your ability to choose whether and when you want to work) means you are able to do so, and (ii) the Holiday Pay Payments you receive (and your ability to put these to one side and draw down on them as and when you take holiday should you choose) provide you with compensation for such weeks of leave.  Any Holiday Pay Payment forms part of the fees payable to you for Ride Services that we resell to Users.

c) a Pension Payment (where applicable and subject to the below).  You will be enrolled in our pension scheme (the “Scheme”) as long as you meet statutory enrolment criteria.  Participation is subject always to the rules of the Scheme.  We may amend or replace the Scheme at any time. We will make employer contributions to the Scheme in respect of you at the minimum required statutory rate provided you agree to make the relevant minimum matching contributions. You consent to us our deducting your pension contributions from fees otherwise payable to you pursuant to these terms and to reflect the same in the Driver Statements.  If you do not meet the statutory criteria for automatic enrolment, you may be able to enrol voluntarily.  If this applies to you or you would like to discuss voluntary enrolment, please contact us.  If you no longer wish to be a member of the Scheme you may be able to cease active membership or have a right to opt out in certain circumstances, although we may periodically be required by law to re-enrol you. Any Pension Payment forms part of the fees payable to you for Ride Services that we resell to Users.

9. OUR LIABILITY TO YOU, RESPONSIBILITY AND DISCLAIMERS

9.1. The FREENOW Platform is provided on an “as is” basis and without any warranty or condition, express, implied or statutory. This means that we do not guarantee it will work. We do not promise any specific results from the use of the FREENOW Platform. We do not promise that the use of the FREENOW Platform will always be secure, available, uninterrupted, or error-free, or that any problems, defects, breaks or network security vulnerabilities in the FREENOW Platform will be corrected. We will not incur any liability if the FREENOW Platform causes an interruption to the Services entirely or partially, temporarily or permanently. We will not be liable for the correctness, accuracy, and completeness of any information provided by you in setting up your Account and/or through any use of the FREENOW Platform.

9.2. To the extent that we receive any claim from a third party who has suffered loss and/or damage arising from any of your acts and/or omissions, the indemnity at clause 9.9 shall apply. 

9.3. When Driving, you are expected to behave civilly and in accordance with your obligations under these Terms and you are responsible for any fines, cautions, prosecutions and/or other sanctions imposed on you arising from your conduct when using the Booking Services and/or when Driving.

9.4. We do not guarantee that any User is who they claim to be. We recommend that you exercise due diligence at all times. You may, for example, request identification from the User should you have reasonable cause to doubt they are the same individual whose name you are provided through the Booking Services / the App.

9.5. We are not responsible for the behaviour, whether online or offline, of any User of the FREENOW Platform, including any Journeys they and/or anyone else should make with you. You are solely responsible for your own interactions with Users and/or anyone else. You shall be responsible for the cost of repair for damage to, or necessary cleaning of, a User’s property resulting from your wilful, negligent and/or reckless actions causing damage to and/or the requirement to clean a User’s possessions.

9.6. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes our liability for:

a) death and/or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; and

b) fraud or fraudulent misrepresentation.

9.7. Subject to clause 9.6, our total liability to you shall be limited to 125% of all sums paid and payable by you to us for the Journeys in relation to which the breach(es) resulting in your claim(s) arise(s).

9.8. Subject to clause 9. and in addition to the limitations of our liability provided elsewhere in these Terms, we shall have no liability to you in any way (under contract, tort, misrepresentation, breach of statutory duty, restitution or otherwise) for any of the following:

a) any loss, damage, costs, expenses or liability suffered by anyone other than you in connection with your use of the FREENOW Platform;

b) any losses that could not reasonably be expected to result from our negligence or breach of these Terms;

c) any loss of profit, loss of revenue, loss of business, loss of employment, business interruption, or loss of business opportunity to your business or the business of your employer or any other person (whether or not such loss could be reasonably expected to arise as a result of our negligence or breach of these Terms); or

d) any other loss, damage, costs, expenses or liability that you suffer in connection with the Booking Services

e) loss or damage you suffer that arises out of or in connection with any Driving.

9.9. You shall indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss  of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with:

a) any failure to meet the Driver Requirements or perform the Ride Services in accordance with these Terms;

b) any breach or negligent performance or non-performance of these Terms;

c) the costs of action to enforce these Terms against you; and/or

d) a claim by any third party (including Users, regulators and governmental authorities) directly or indirectly related to your Driving or your use of any aspect of the FREENOW Platform.

e) We may at our option satisfy the indemnities contained in clauses 7.3  and 9.9 (in whole or in part) by way of deduction from any payments due from us to you.

10. IF THERE IS A PROBLEM

10.1. If you have any questions or complaints about the App or the Booking Services, please contact us. You can telephone our operating centre team or e-mail us (see clause 1.8).

10.2. If you think we have calculated your fees incorrectly, if you notify us by email (see clause 1.8) within 24 hours of our sending the Driver Statement to you, we will investigate the matter further. Our investigation is subject to you providing us with your reasonable assistance and any and all information that we may reasonably request in order that we can investigate the matter. Any decision that we reach in relation to this investigation shall be final. If you fail to notify us within 24 hours of our sending the Driver Statement to you and/or if you fail to respond to or unduly delay in your response to our request for assistance and/or information, you shall be deemed to have accepted the Driver Statement.

11. INTELLECTUAL PROPERTY

11.1. You are prohibited from copying any element of the FREENOW Platform, be it entirely or partially, and from renting it, leasing it or selling it, or processing it or otherwise modifying it, or from sub-licensing it. You are prohibited from decompiling, disassembling or reverse engineering (“Reverse Engineering”) any element of the FREENOW Platform.

11.2. All intellectual property rights in the FREENOW Platform throughout the world belong to (or are licensed to) us and the rights in the FREENOW Platform are licensed (not sold) to you. You have no intellectual property rights in, or to, the FREENOW Platform other than the right to use the App and the Booking Services in accordance with these Terms.

12. CONFIDENTIALITY

12.1. You agree not to use any technical, financial, strategic or other proprietary and confidential information relating to our business and operation including but not limited to the FREENOW Platform, including information protected as business secrets.

12.2. You may not use, store, disclose or permit disclosure of any information about another User or driver made available to you in connection with your use of the FREENOW Platform, including the name, pick-up location, contact information and photos disclosed to you by us, whether for your own use or for any purpose other than as contemplated under these Terms.

13. TERM AND TERMINATION

13.1. You may end your licence to use the App and the contract for Booking Services at any time by informing us in writing.  No advance notice is required.

13.2. In addition to excluding you from using the FREENOW Platform in accordance with clause 5, we may end or suspend (at our absolute discretion) your licence to use the App and the contract for Booking Services with immediate effect at any time by writing to you if:

a) you breach these Terms in a way that we deem material;

b) you fail to meet or cease to hold any or all of the Driver Requirements;

c) you do not provide us with information that is necessary for us to open your Account or provide the Booking Services.

13.3. Without affecting any other right or remedy available to us, we may terminate our agreement with you and your licence to use the App for any reason or without cause on giving you not less than 7 days’ notice.

13.4. If we end your licence to use the App and the contract for Booking Services, for any reason (which shall include termination of our contract with you):

a) you must stop all activities authorised by these Terms, including your use of the App and the Booking Services;

b) you must pay any and all outstanding sums owed to us.

14. MISCELLANEOUS PROVISIONS

14.1. We may transfer this agreement to someone else. We may transfer our rights and obligations under these Terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under your licence to use the App or the contract for Booking Services.

14.2. Changes to these Terms. We may need to change these Terms to reflect changes in law or best practice or to deal with additional features which we introduce. We will aim to give you at least 30 days’ notice of any changes by sending you a message by e-mail or by notifying you of a change when you next start the App. If you do not accept the notified changes certain features may not be available to you such as for example, your ability to accept bookings.

14.3.You undertake to comply at all times with FREENOW’s fraud policy, available here (the “Fraud Policy”). In the event of any breach of the Fraud Policy by you, FREENOW shall be entitled, in accordance with the terms of the Fraud Policy, to terminate this Agreement immediately and without notice in accordance with clause 13. Where FREENOW has terminated this Agreement in accordance with clause 13, FREENOW reserves the right, in accordance with the procedure set out in the Fraud Policy and at its sole discretion, to withhold any payment to you that is deemed to arise out of, or in connection with, any Fraudulent Activities (as defined in the Fraud Policy).

14.4. You undertake to comply at all times with FREENOW’s drivers anti-abusive behaviours policy, available here (the “Anti-Abusive Behaviours Policy”). In the event of any breach of the Anti-Abusive Behaviours Policy by you, FREENOW shall be entitled, in accordance with the terms of the Anti-Abusive Behaviours Policy, to, among others, terminate this Agreement immediately and without notice in accordance with clause 13.

14.5. Nobody else has any rights under this contract. The licence for the App and the contract for Booking Services and the Ride Services we buy from you are between you and us. No other person shall have any rights to enforce any of their terms.

14.6. If a court finds part of this contract illegal, the rest will continue in force. Each of the clauses of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining clauses will remain in full force and effect.

14.7. Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking your licence to use the App and the contract for Booking Services, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

14.8. Survival of certain terms after this contract has ended. Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination of the licence for the App and/or the contract for Booking Services shall remain in full force and effect.

14.09.  Other rights.  You have no other rights to paid leave, and while we will provide appropriate training in connection with your role there is no entitlement to training, save as provided for in these terms. There are no disciplinary rules and procedures, or grievance procedures, applicable. However,if you have any concerns relating to your relationship with us you may raise this with us as provided for in these terms.

14.10. Which laws apply to this contract and where you may bring legal proceedings. These Terms are governed by English law and you can bring legal proceedings in respect of the App and the Booking Services in the English courts.

Valid from 6 October 2023