LAST UPDATED: 22 April 2022
1.1 These terms of conditions together with any other documentation referred to in them (together forming the "Agreement") constitutes a legally binding agreement between SoonAs Solutions Limited a company registered in England and Wales with company registration number 13149258 whose registered office is at International Logistics Centre, Bonehill Road, Tamworth, Staffordshire, B78 3HH ("we", "us" or "our") and you (being the person or legal entity that has accessed the SoonAs Driver App or otherwise requested to register as a driver with us) ("you", "your").
1.2 The Agreement governs, amongst other things, your use of and access to the SoonAs Driver App, how to register with us to enable you to offer and negotiate the provision of collection and delivery services to a Customer via the Application (the "Services") and your respective relationships with us and any Customer.
1.3 By using or accessing the SoonAs Driver App and/or submitting a request to register as a verified driver to us in accordance with clause 4, you expressly acknowledge that you understand the Agreement and accept all of its terms. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THE AGREEMENT, YOU WILL NOT BE ENTITLED TO USE OR ACCESS THE SOONAS DRIVER APP AND/OR OFFER YOUR SERVICES VIA THE APPLICATION.
1.4 We may change the terms and conditions of the Agreement from time to time. Every time you wish to offer your Services via the Application, please check these terms and conditions to ensure you understand the terms that apply to the Agreement at that time. To the extent permitted by Applicable Laws, continued use of the Application after any such changes are in effect shall constitute your consent to such changes.
2.1 In the Agreement, the following definitions and rules of interpretation shall apply:
||the fee calculated by us and payable by a Customer to us in respect of our facilitation of a Delivery Contract, such fee representing such proportion of the Delivery Fee as we may determine in our absolute discretion.
||any entity that directly or indirectly controls, is controlled by, or is under common control with us from time to time.
||all applicable laws, statutes, regulations and codes from time to time in force.
||the SoonAs Driver App and the SoonAs Customer App.
||a day, other than a Saturday, Sunday or bank or public holiday in England, when banks in London are open for business.
||our customer complaints policy available on the Website at https://www.soonas.com/complaints (as may be updated by us from time to time).
||a user of the SoonAs Customer App who submits a request for Services which you accept via the SoonAs Driver App.
|Data Protection Legislation
||all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR); the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
||the contract between you and a Customer for the performance of Services (as formed in accordance with clause 6.1(c) or 6.1(d) (as applicable)).
||the fee payable by a Customer to you for the performance of the Services (such fee as is determined either by you (in respect of "Bid" Job Listings") or by us (in respect of "Instant Price" Job Listings) and selected at the Customer’s discretion).
|End-User Licence Agreement
||the agreement between you and us that governs your use of the SoonAs Driver App (as may be updated from time to time in accordance with the provisions of that agreement).
||the goods (including any Special Goods) that a Customer requests to be collected and delivered by you pursuant to a Delivery Contract.
||a job listing for delivery and collection services posted by the Customer on the SoonAs Customer App, that you can accept via the SoonAs Driver App in accordance with the Agreement.
||has the meaning given to it in clause 1.2.
|SoonAs Customer App
||the customer-facing version of the "SoonAs" marketplace application for Customers to obtain delivery and collection services from drivers listed on that application, available through the Website or via downloadable mobile application.
|SoonAs Driver App
||the driver-facing version of the "SoonAs" marketplace application for Customers to obtain delivery and collection services from drivers listed on that application, available through the Website or via downloadable mobile application.
||the Goods that are of the type listed as being such on the Website (as such list may be updated from time to time).
3. MOBILE APPLICATION END-USER LICENCE AGREEMENT
3.1 The downloadable mobile application version of the SoonAs Driver App (the "Mobile Application") requires a mobile device that meets the minimum specifications detailed on the Google Playstore or Apple App Store (as applicable).
3.2 When you download the Mobile Application, you will not own it. Instead we give you permission to use it (also known as a "licence") for the purpose of you using and enjoying it according to the Agreement.
3.3 The Mobile Application:
(a) is personal to you. You can use it wherever you want in the world but only if you comply with local laws;
(b) is non-exclusive to you;
(c) may not be:
(i) copied by you except for a reasonable number of necessary back-ups;
(ii) changed by you (which means, in particular, that you are not allowed to adapt, reverse-engineer or decompile it, or try to extract the source code from it, except where any of this is allowed by law);
(iii) combined or merged with, or used in, any other computer program; or
(iv) distributed or sold by you to any third party;
(d) contains information which is owned by us and/or third parties. You must not conceal, change or remove any markings which show who owns this information, such as copyright (©), registered trade mark (®) or unregistered trademark (™) markings.
3.4 Except where you have permission to use the Mobile Application under this clause 3, you will not obtain any rights of ownership or other rights (of whatever nature) in the Mobile Application or in any copies of it.
3.5 If the Mobile Application is faulty, please contact us using the contact details at the top of this page.
3.6 To avoid faults in the Mobile Application, you must install any fixes, updates, upgrades, new releases and new versions as soon as reasonably possible after we tell you that they are available to be downloaded.
4. REGISTRATION PROCESS
4.1 You must register with us in order to be permitted to offer Services on the Application.
4.2 The Website contains details of how to register with us and the documentation (including, for example, identification documentation and evidence of insurance) we require in order for us to consider your request. Please refer to our Website for further details of the registration process.
4.3 In order to be eligible to be registered with us as a driver and to be able offer the Services via the Application, you warrant and represent that at all times that you (and those appointed by you to provide Services on your behalf):
(a) are over the age of 18;
(b) are legally capable of entering into the Agreement and any Delivery Contract;
(c) have the right to carry on business in the UK;
(d) possess a valid and lawful driver’s licence for the vehicle to be used in connection with the performance of the Services;
(e) have a UK bank account registered in your name or the name of the business to which you are the ultimate beneficial owner;
(f) are authorised, medically fit and otherwise permitted by Applicable Law to operate a vehicle of the required class and size to enable you to provide the Services;
(g) maintain appropriate insurance cover given the nature of the Services, together with all appropriate licenses, approvals and authority to enable you to provide the Services in accordance with the terms of the Agreement and any Delivery Contract and can prove your right to work in the UK as self-employed (in each case, as determined by you in your sole and absolute discretion). We will not in any way determine what "appropriate" is for the purposes of this clause 4.1(g);
(h) own, or have the legal right to operate, the vehicle(s) you (or those engaged by you) use to provide the Services and will ensure that such vehicle(s) are maintained in good operating condition, meet any relevant safety standards and complies with all applicable legal or regulatory requirements for vehicle(s) of their kind. You will provide details of the registration plate(s) and photograph(s) of such vehicle(s) via the SoonAs Driver App so that Customers can identify such vehicle(s) when they arrive at their premises; and
(i) will at all times strictly comply with the terms of the Agreement and any other terms, codes, policies, procedures, guidance, or other documentation that we require from time to time (in each case, as may be updated from time to time in accordance with clause 1.4) in relation to your provision of the Services and use of the SoonAs Driver App.
4.4 As soon as is reasonably practicable after you have submitted your request to register with us and provided all appropriate supporting evidence and/or documentation that we request, we will notify you of our decision as to whether or not your request to be registered as a driver on the Application has been verified by us. We do not guarantee that any application submitted to us will be accepted and reserve the right to reject any application in our sole discretion.
4.5 Upon successful completion of the registration process, and for so long as the Agreement continues in full force and effect and subject to your continued compliance with clause 4.4, you will be eligible to offer your Services on the Application and negotiate Delivery Contracts for any live Job Listings (subject always to the terms and conditions of the Agreement).
4.6 Without prejudice to any other rights and remedies available to us, we reserve the right:
(a) to reject your request to register with us to offer the Services via the Application should we discover or suspect that any of the warranties or representations set out in clause 4.3 are untrue; and/or
(b) to the extent that you are already registered with us, to terminate the Agreement should we, at any time during the term of the Agreement, discover or suspect that any of the warranties or representations set out in clause 4.3 are untrue (and at which point, you will no longer be able to offer the Services via the Application).
5.1 To the extent that you begin to offer Services via the Application, you expressly acknowledge and agree that:
(a) the relationship between you and us is that of principal and agent. Our role is solely to:
(i) facilitate an introduction with a Customer to enable you to offer and negotiate your Services;
(ii) give you the means to communicate with Customers; and
(iii) act as a fee-collecting agent in respect of certain of the Delivery Fees that we collect on your behalf via the Application. Please refer to clauses 6.1 and 9.1 for further details.
(b) the Agreement is not an employment contract, nor does it create an employment or worker relationship between us and you and nothing in the Agreement shall render you as being an employee, worker, agent or partner of ours and you shall not hold yourself out as such;
(c) we have no ability to, and shall in no way, exercise any control over the terms of a Delivery Contract (save in respect of "Instant Price" Job Listings where we set the Delivery Fee as explained further in clause 6.1). The terms of the Delivery Contract are determined by you and the Customer in your sole discretion;
(d) you will not be under our supervision, direction or control in any way. For example, when performing the Services, you can determine the hours you wish to perform Services and the routes you take when providing the Services;
(e) nothing prevents from you performing services that are the same or similar to the Services (whether for a competing application or otherwise) whilst you are using the SoonAs Driver App; and
(f) you are solely responsible for ensuring, and determining the means to ensure, compliance with Applicable Laws, and in particular, those relating to, for example, the Road Transport (Working Time) Regulations 2005.
5.2 Nothing in the Agreement shall prevent you from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the term of the Agreement.
5.3 You are expressly permitted to appoint substitutes or any other representatives (including, for example, your employees, subcontractors or agents) to provide Services on your behalf and your ability to do so is in no way fettered by us. To the extent that you do appoint a substitute or any other representative on your behalf:
(a) we will continue to pay you the applicable Delivery Fees for completed Services in accordance with the Agreement (please note that for "Bid" Job Listings you will collect payment directly from the Customer as set out at clause 9.1);
(b) you will compensate such substitutes or other representatives directly for their services to you directly; and
(c) in the event that such substitute or other representative has not agreed to the terms of the Agreement, you acknowledge and agree that you will be liable for the actions or omissions of such substitutes and/or representatives (including, without limitation, their failure to observe the terms and conditions of the Agreement) as if they are your actions or omissions.
6. OFFERING, ACCEPTING AND PERFORMING SERVICES
6.1 JOB LISTINGS
(a) Customers are able to submit Job Listings on SoonAs Customer App. All Job Listings that you are eligible to view will be available to view on the SoonAs Driver App.
(b) There are two ways in which you can choose to list a job as being available through the SoonAs Customer App:
(i) on a "Bidding" or "Bid" basis; or
(ii) a "Instant Price" basis;
(in each case as further explained below).
Please note that "Instant Price" Job Listings are termed and display as "Price Now" Job Listings within the SoonAs Driver App. Drivers are directed to contact SoonAs in the event of any related queries.
(c) "Bid" Job Listings:
(i) "Bid" listings enable you to respond to a Job Listing via the SoonAs Driver App with your proposal for the applicable Delivery Fee and estimated time of arrival/pickup (in each case as determined solely by you).
(ii) You are free to negotiate the Delivery Fee with the Customer for the job and we will calculate our Administration Fee by reference to this.
(iii) Once Customer has accepted your response to their Job Listing and chosen you to fulfil the job, a Delivery Contract will be formed between you and the Customer.
(d) "Instant Price" Job Listings:
(i) "Instant Price" Job Listings are not subject to a negotiation on price. The applicable Delivery Fee for "Instant Price" Job Listings is calculated by us with reference to the associated mileage and any additional customer requirements and will include our Administration Fee.
(ii) The Customer does not have the ability to select you specifically for the job.
(iii) You will only be eligible to view "Instant Price" Job Listings if you have a 3+ star approval rating registered against your driver profile. You should only accept an "Instant Price" Job Listing if you do and can (as applicable) meet the criteria for the Job Listing (as set by the Customer), which may include specific collection and delivery times.
(iv) If you are eligible to view the listing, and you are the first one to accept it, a Delivery Contract will be formed between you and the Customer once you have provided your acceptance via the SoonAs Driver App.
(e) Irrespective of the type of Job Listing you choose:
(i) You and the Customer are able to correspond with each other using the Application to determine all details (including any amendments as set out in clause 6.3) in respect of the Job Listing.
(ii) We will not be party to any Delivery Contract and any decision by you and the Customer to enter into such Delivery Contract is a decision made by you and the Customer at each of your and the Customer’s absolute discretion.
6.2 ADDITIONAL REQUIREMENTS
If a Customer specifies in a Job Listing certain requirements for your vehicle (such as size and type of vehicle), you will not be able to view, accept or otherwise enter into a Delivery Contract in connection with such Job Listing unless you have declared via the Application or Website that you and your vehicle comply with the requirements for that Job Listing. In all other cases, including where a Job Listing concerns the collection and delivery of Special Goods, you must not accept or otherwise enter into a Delivery Contract in respect of a Job Listing where you do not have the appropriate equipment/documentation specified by the Customer or otherwise required to meet the Job Listing specification and you agree to indemnify us in full and on demand for any loss or damage we suffer as a result of you breaching this clause.
6.3 BOOKING AMENDMENTS AND CANCELLATIONS
(a) You and the Customer are able to amend or cancel the Delivery Contract at your and the Customer’s absolute discretion in accordance with the terms of this Agreement.
(b) In the event that you or the Customer require an amendment to the Delivery Contract (for example, a change to the agreed pick-up date or time or the recipient address):
(i) in respect of "Bid" Job Listings, you or the Customer will be able to request the amendment within the Application and you will have the opportunity to propose a new Delivery Fee to take into account such amendment. The Customer may in their sole discretion accept or reject the proposal of the new Delivery Fee and, to the extent that the proposal is rejected, you or the Customer may choose to cancel the Delivery Contract;
(ii) in respect of "Instant Price" Job Listings, Customers are required to cancel the relevant Delivery Contract within the Application and re-post the "Instant Price" Job Listing, incorporating the desired amendment. If you are eligible to and do accept the re-posted Job Listing, you are deemed to have accepted the amended requirements and any amended Delivery Fee, as stated in that Job Listing. Clauses 6.1(d) and 6.3(d) will apply in this circumstance.
For the avoidance of doubt, in the event that you agree any amendment to a Delivery Contract directly with a Customer outside of the Application (such as a different delivery time or Delivery Fee), clauses 5.1(c) and 6.1(e)(ii) will continue to apply to the Delivery Contract as amended. We will have no liability for your performance of the amended Delivery Contract and you will indemnify us in full and on demand in respect of any and all loss or damage we may suffer as a result of your failure to perform the Delivery Contract as amended directly between you and the Customer.
(c) If you choose to cancel the Delivery Contract at any time before the Services have been completed, the associated Job Listing may be re-posted for other drivers to accept or cancelled by the Customer. In any event, you will not be entitled to receive any Delivery Fees. If the Customer cancels the Delivery Contract, depending on the time upon which cancellation took place, Delivery Fees may not be payable and will be fully refunded to the Customer (please refer to clause 9.2 for further details).
6.4 THE SERVICES
(a) You will at all times be responsible for the completion of the Services and for ensuring that the Customer is kept up to date in respect of the status of the Services. You will be responsible for risk of loss or damage to the Goods while in your possession or under your control, and for any losses that the Customer incurs as a result of such loss or damage and we will bear no responsibility for any loss of or damage to any Goods that arise as a result of your acts or omissions
(b) When providing the Services, you warrant, represent and agree that at all times, and at your own risk and expense, that you, and those appointed by you to provide Services on your behalf:
(i) will only provide the Services using the vehicle(s) that have been registered with us as part of the registration process (or such other vehicle(s) that you notify to us from time to time);
(ii) will not make any misrepresentation regarding us, the Application, the Services or your status as being completely independent of us;
(iii) will promptly give us all such information and reports as we reasonably require in relation to your provision of the Services;
(iv) will not act in such a way, do or allow anything to be done that, in our reasonable opinion, would bring, or is likely to bring, us into disrepute or otherwise adversely affect our reputation in any way;
(v) save in respect of "Bid" Job Listings as set out at clause 9.1 below, you will not accept any cash payments in satisfaction of the Delivery Fee from a Customer, and you agree that all Delivery Fees will be processed via the Application; and
(vi) will not offer the Services free of charge.
6.5 PROOF OF DELIVERY
(a) Upon completion of the Services, you will obtain the recipient’s signature at the location to which the Goods are to be delivered by you in accordance with the terms of the Delivery Contract (the "Delivery Point") using sign-on-glass and you will immediately upload a photograph to the SoonAs Driver App of the Goods delivered at the Delivery Point.
(b) In complying with your obligation at clause 6.5(a), you will not take a photograph of the Customer or any other natural person who may be present at the Delivery Point. We accept no and hereby exclude all liability (so far as permitted by law) in the event that you breach this clause and (in addition and without prejudice to clauses 12 and 14) you will indemnify us in full and on demand in respect of any and all loss or damage we suffer as a result of you breaching this clause or Data Protection Law in this regard.
(c) Any complaints raised by the Customer in respect of delivery will be handled by our internal escalation processes (as detailed in our Complaints Policy).
7. APPROVAL RATING
7.1 Customers will be able, at their option, to rate (and provide comments and feedback about) you based on their experience of dealing with you and the Customer’s perceived quality of the Service(s) received from you ("Approval Rating
7.2 Your Approval Rating will be available to all users of the SoonAs Customer App and reflects a Customer’s view of your dealings with them. We do not have any control over the content of any Approval Rating and will not be liable to you whatsoever in respect of any loss, damage, costs or expenses incurred by you as a result of the same.
7.3 We may from time to time, but shall not be obliged to, review and monitor Approval Ratings. At no point will your access to the SoonAs Driver App be revoked based on your Approval Rating. The purpose of the Approval Rating is as follows:
(a) As regards "Bid" Job Listings, the Approval Rating enables Customers to determine for themselves whether they want to appoint a particular driver to perform the Services.
(b) As regards "Instant Price" Job Listings, the Approval Rating enables us to ensure that only drivers of the standard set out in clause 6.1(d)(iii) are eligible to see and accept the Job Listing.
7.4 You will be entitled to submit a response to any Approval Rating(s) submitted by a Customer via the Application.
7.5 We reserve the right to use, share and display your Approval Rating(s) in any manner in connection with our business and the Application.
7.6 If a Customer submits a complaint to us in respect of their dealings with you or the Services more generally, we will investigate such complaint in accordance with our Complaints Policy and reserve the right to take any action as we deem necessary (in our sole discretion).
8. YOUR USE OF THE SOONAS DRIVER APP
8.1 In respect of your access and use of the SoonAs Driver App, you must:
(a) not use the SoonAs Driver App in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with the Agreement, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the SoonAs Driver App or any operating system;
(b) not infringe our intellectual property rights or those of any third party in relation to your use of the SoonAs Driver App, including by the submission of any material;
(c) not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the SoonAs Driver App;
(d) not use the SoonAs Driver App in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
(e) not collect or harvest any information or data from the SoonAs Driver App or our systems or attempt to decipher any transmissions to or from the servers running the SoonAs Driver App.
8.2 Whenever you make use of a feature that allows you to upload content to the SoonAs Driver App (which will be viewable on the Application) (for example, uploading images of yourself), or to make contact with other users of the Application (for example, Customers), you must comply with the behavioural standards set out in this clause 8.
8.3 We have the right to remove any posting you make on the SoonAs Driver App if, in our opinion, your post does not comply with the content standards set out in this clause 8. In addition, when we consider that a breach of such content standards has occurred, we may take such action as we deem appropriate (including, but not limited to, permanent withdrawal of your right to use the SoonAs Driver App). A posting on the SoonAs Driver App must not:
(a) contain any advertising or promote any services or web links to other sites;
(b) be likely to deceive any person;
(c) breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
(d) impersonate any person, or misrepresent your identity or affiliation with any person;
(e) advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse;
(f) contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism;
(g) promote any illegal activity;
(h) be defamatory of any person;
(i) be obscene, offensive, hateful or inflammatory;
(j) bully, insult, intimidate or humiliate;
(k) promote sexually explicit material;
(l) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
(m) infringe any copyright, database right or trade mark of any other person;
(n) be in contempt of court;
(o) be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety; and/or
(p) be likely to harass, upset, embarrass, alarm or annoy any other person.
8.4 You warrant that any such contribution complies with the above content standards, and you will be liable to us and responsible for any loss or damage we suffer as a result of your breach of our content standard.
8.5 Any content you upload to the SoonAs Driver App will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are required to grant us and other users of the SoonAs Driver App a limited licence to use, store and copy that content and to distribute and make it available to third parties.
8.6 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 SoonAs Driver App constitutes a violation of their intellectual property rights, or of their right to privacy.
9. CHARGES AND PAYMENT
9.1 DELIVERY FEES AND ADMINSTRATIVE FEES
Payment terms regarding Delivery Fees and our fees differ depending upon whether a Delivery Contract is formed in respect of an "Instant Price" Job Listing or a "Bid" Job Listing, as set out at clauses (a) and (b) below. In consideration of us facilitating each Delivery Contract (irrespective of the type of Job Listing), we will deduct our Administration Fee from the Delivery Fee (or any fees paid by the Customer on cancellation under clause 9.2) via the Application upon your entry into each relevant Delivery Contract with each Customer.
(a) In the case of an "Instant Price" Job Listing:
(i) The Customer will pay the Delivery Fee (including our Administration Fee) via the Website in advance of delivery. We collect the Administration Fee for ourselves and the Delivery Fee on your behalf.
(ii) As a fee-collecting agent, we will pay the Delivery Fee (less the deductions we are entitled to make in accordance with clause 9.1(a)(ii)) to the UK bank account you have provided via the SoonAs Driver App or as otherwise stipulated in any invoice submitted by you in accordance with clause 9.1(e) (where applicable).
(iii) Payment of the Delivery Fee will generally be conditional upon appropriate proof of delivery being provided in accordance with clause 6.5 and payment will be made by us in accordance with the payment terms we notify to you from time to time. Where you submit to us a valid, correct and properly rendered invoice pursuant to clause 9.1(v), we shall pay any undisputed amounts (less the sum referred to in clause 9.1(v)) within 45 days of the end of the month during which the relevant invoice is received by us.
(iv) We do not require an invoice in order to make a payment of the Delivery Fees to you. To the extent that you need to submit an invoice to us for any purpose, you may do so manually (but not, for the avoidance of doubt, via the SoonAs Driver App). Any such invoice is for your records only, and we will only pay the Delivery Fee to you in accordance with clause 9.1(a)(i) to 9.1(a)(iv). To the extent that you submit an invoice to us, we reserve the right to retain a sum equal to 5% of the applicable Delivery Fee payable under such invoice to reflect the additional time it takes for us to process such invoice.
(b) In the case of a "Bid" Job Listing, the Customer is responsible for paying the Delivery Fees directly to you (less the Administration Fee and any fees paid by the Customer on cancellation under clause 9.2). You are responsible for seeking independent advice regarding and preparing, maintaining and making available to the Customer and/or any relevant authority such records as may be appropriate and legally required in connection with your provision of Services and collection of payment in connection with a "Bid" Job Listing.
9.2 CANCELLATION FEES
(a) If a Customer cancels a Delivery Contract at any time on the day of the agreed pick-up time, the Customer will not be entitled to a refund of any of the Delivery Fees and we will pay to you 50% of the Delivery Fees due and payable to you in accordance with clause 9.1.
(b) If a Customer cancels a Delivery Contract at any time on the day immediately prior to the agreed pick-up time, the Customer will be entitled to a 50% refund of the Delivery Fees. We will make payment of the remaining 50% of the Delivery Fees due and payable to you in accordance with clause 9.1.
(c) If a Customer cancels a Delivery Contract at any time which is equal to or more than two days prior to the agreed pick-up time, the Customer will be due a full refund of all Delivery Fees paid in connection with that Delivery Contract. You will not be entitled to receive any Delivery Fees.
(d) If you choose to cancel the Delivery Contract at any time before the Services have been completed, and another driver cannot be found to fulfil the job before the expiration of the Job Listing, the Customer will receive a full refund of any amounts they have already paid in respect of that Delivery Contract. Regardless of whether another driver is sourced or not, you will not be entitled to receive the applicable Delivery Fees for the Delivery Contract cancelled by you.
(a) You are entirely responsible for and agree to keep your details (including contact and banking details) up to date on the SoonAs Driver App, and ensuring that they are accurate, and must notify us of any change to the same.
(b) Payments will not be made should we suspect (in our reasonable opinion) any fraud (for example, in connection with the proof of delivery documentation provided).
(c) You will be responsible, and shall account to the relevant authorities, for payment of any income tax, national insurance contributions, or other similar contributions due in respect of any payments made under the terms of the Agreement.
10.1 Nothing in the Agreement shall prevent us (or any of our officers, employees, workers or agents) from:
(a) reporting a suspected criminal offence to the police or any law enforcement agency or co-operating with the police or any law enforcement agency regarding a criminal investigation or prosecution;
(b) doing or saying anything that is required by HMRC or a regulator, ombudsman or supervisory authority;
(c) whether required to or not, making a disclosure to, or co-operating with any investigation by, HMRC or a regulator, ombudsman or supervisory authority regarding any misconduct, wrongdoing or serious breach of regulatory requirements (including giving evidence at a hearing);
(d) complying with an order from a court or tribunal to disclose or give evidence; or
(e) making any other disclosure as required by Applicable Laws.
11. YOUR PERSONAL INFORMATION
12. PERSONAL DATA AVAILABLE TO VIEW VIA THE APPLICATION
12.1 You acknowledge and agree that you will be able to view personal information belonging to other users of the Application (including, for example, names and addresses of Customers and the recipients of the Goods) and that such individuals are able to disclose personal information with you via the Application ("Relevant Personal Information").
12.2 For the purposes of the Data Protection Legislation, you and we (SoonAs Solutions Limited) are independent controllers of the Relevant Personal Information.
12.3 You agree that you will: (a) comply with the Data Protection Legislation; and (b) assist us in complying with all applicable requirements of the Data Protection Legislation.
13.1 Without prejudice to any other rights or remedies available to us, we may terminate the Agreement with immediate effect with no liability to you if at any time:
(a) you are in breach of any of the warranties or representations contained in the Agreement;
(b) you commit any serious or repeated breach or non-observance of any of the provisions of the Agreement;
(c) you are convicted of any criminal offence;
(d) you, in our reasonable opinion, are negligent or incompetent in the performance of the Services;
(e) you are declared bankrupt or makes any arrangement with or for the benefit of their creditors or has a county court administration order made against them under the County Court Act 1984;
(f) you commit any fraud or dishonesty or act in any manner which in our opinion brings or is likely to bring us (or any of our Affiliates, holding companies or subsidiaries) into disrepute or is materially adverse to our interests or the interests of any of our Affiliates, holding companies or subsidiaries (including, for example, sexual harassment or racist or derogatory abuse aimed at a Customer);
(g) you commit any breach of our policies and procedures;
(h) you commit any offence under the Bribery Act 2010;
(i) you commit a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Act 2017 or a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Act 2017;
(j) we cease operation of the Application; and/or
(k) for any other reason at our absolute discretion.
13.2 Upon termination of the Agreement for whatever reason:
(a) you will be unable to offer the Services via the Application; and
(b) we will pay the Delivery Fees relating to completed deliveries prior to the point of termination in accordance with clause 9.1.
13.3 Termination of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.
13.4 Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination of the Agreement shall remain in full force and effect.
14.1 In addition and without prejudice to any other clause of this Agreement, you agree to 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 professional costs and expenses) suffered or incurred by us arising out of or in connection with:
(a) any breach of the warranties and representations contained in the Agreement;
(b) your breach or negligent performance or non-performance of the Agreement;
(c) our enforcement of the Agreement;
(d) any claim made against us by a third party (including any Customer) arising out of or in connection with the provision of the Services or your breach or negligent performance or non-performance of a Delivery Contract;
(e) any claim made against us by a third party (including a Customer) for death, personal injury or damage to property arising out of or in connection with your acts or omissions;
(f) any claim or demand brought by any person, data subject, information commissioner or supervisory authority as a result of any breach or alleged breach by you of any Data Protection Legislation or your obligations under liability for losses arising from breaches of clause 12; and
(g) any fine, penalty, or other action imposed by HMRC and/or any tax authorities against us as a result of your failure to account to HMRC and/or any other tax authorities for any income tax, national insurance contributions, or other similar contributions due in respect of any payments made under the terms of the Agreement.
14.2 This indemnity shall apply whether or not you have been negligent or at fault.
14.3 The provisions of this clause shall be for our benefit and for each of our holding companies, subsidiaries and Affiliates, and shall be enforceable by each such holding company, subsidiary and Affiliate, in addition to us. A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006.
15. LIMITATION OF LIABILITY
15.1 Nothing in the Agreement limits any liability that cannot legally be limited, including but not limited to liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.
15.2 In no event will we be liable to you, whether in contract, tort, or any other head of claim, for any: (a) loss of profits (whether direct, indirect or consequential); (b) loss of sales or business (whether direct, indirect or consequential); (c) loss of agreements or contracts (whether direct, indirect or consequential); (d) loss of anticipated savings (whether direct, indirect or consequential); (e) loss of use or corruption of software, data or information (whether direct, indirect or consequential); (f) loss of or damage to goodwill (whether direct, indirect or consequential); (g) indirect or consequential loss.
15.3 Subject to clauses 15.1 and 15.2, our total liability under the Agreement to you shall not exceed the amount of any Delivery Fees paid or payable by us to you in accordance with clause 9.1 in the previous 12 months.
16. CONFIDENTIAL INFORMATION
You undertake that you will not at any time use or disclose to any person any confidential information concerning our business, affairs, customers, clients or suppliers or, except where any such use or disclosure has been authorised by us or as is required by law.
17.1 All communications between you and us in connection with the Agreement or otherwise will be via the methods that we so choose in our sole discretion (which may include, for example, SMS text messages, e-mail or telephone).
17.2 Should either party wish to serve a written notice on the other, the provisions of clause 18 shall apply in connection with the provision of the same.
18.1 Any notice given to a party under or in connection with the Agreement shall be in writing and shall be: (a) delivered by hand or by pre-paid first-class post or other next working day delivery service at the address given in the Agreement or as otherwise notified in writing to the other party; or (b) sent by email to: (i) if addressed to us: email@example.com; (ii) if addressed to you: the email address that we have on our file from time to time.
18.2 Unless proven otherwise, any notice shall be deemed to have been received: (a) if delivered by hand, at the time the notice is left at the address given in the Agreement or given to the addressee; or (b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or (c) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 18.2, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
18.3 If deemed receipt under clause 18.2 would occur outside business hours in the place of receipt, it shall be deferred until business hours resume. In this clause 18.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
18.4 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
18.5 A notice given under the Agreement is not valid if sent by fax.
19. MISCELLANEOUS PROVISIONS
19.1 Assignment and other dealings.
You will not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of our rights and obligations under the Agreement. We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of our rights under the Agreement.
19.2 Entire Agreement.
The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into the Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.
A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement. If any provision or part-provision of the Agreement is deemed deleted under clause 19.4 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
19.5 Third Party Rights.
Except as expressly provided elsewhere in the Agreement, a person who is not a party to the Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under the Agreement are not subject to the consent of any other person.
19.6 Governing Law and Jurisdiction.
The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).