iGo Agreement


1.1 In this Agreement the following definitions apply:

App means our application software, which allows you to offer your services (either directly or indirectly) to potential End Customers in respect of a specific journey that such potential End Customer wishes to make, which we make available to you from time to time (including any Updates);

Business Contact Details means the business contact information of personnel engaged by either party to this Agreement, specifically the name, business telephone number, business email address, business postal address and/or the job title of such personnel;

Business Day means any day other than a Saturday or Sunday or bank holiday in England;

Confidential Information means any and all confidential information (whether in oral, written or electronic form) given, imparted or disclosed by one party to the other party or otherwise obtained by one party from the other party relating to the other’s business, finance, technology, know-how, intellectual property, assets, strategy, products and customers;

Data Protection Laws means the GDPR, the Data Protection Act 2018, any other relevant implementing legislation in the UK, the Privacy and Electronic Communications (EC Directive) Regulations 2003 (all as amended, updated or replaced from time to time), and any other applicable Laws relating to the data protection or privacy of individuals;

Effective Date the date of execution;

End Customer means a customer looking to purchase ground transportation services;

Force Majeure means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations hereunder;

GDPR means the General Data Protection Regulation (Regulation (EU) 2016/679), as amended from time to time;

Intellectual Property Rights means, any and all copyright, rights in inventions, patents, know-how, trade secrets, trade marks, trade names, service marks, design rights, rights in get-up, database rights and rights in data, domain names and all similar rights and, in each case, whether registered or not and including any applications to protect or register such rights and all renewals and extensions of such rights or applications, subsisting from time to time, anywhere in the world;

Introducer means a third party which introduces End Customers;

Laws all applicable legislation, regulations, codes of practice, guidance and other requirements of any relevant government, governmental or regulatory agency or other relevant body;

Losses means all losses, liabilities, damages, costs, claims, demands, actions, proceedings, orders and expenses (including legal fees) and disbursements and costs of investigation, litigation, settlement, judgment interest and penalties;

Updates any error corrections, patches, fixes, updates, upgrades, new releases or new versions (if any) of the App which are made available to you from time to time;

VAT means value added tax chargeable in the UK; and

Year a period of twelve (12) months from and including the Effective Date or an anniversary thereof.

1.2.1 a reference to a statute or statutory provision is a reference to such statute or provision as amended, re-enacted or superseded from time to time and includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
1.2.2 any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
1.2.3 any reference to "this Agreement" includes any Schedules. Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement.
  1. Grant of licence to use App
2.2 Subject to 2.1, with effect from the Effective Date we grant to you a non-exclusive, revocable, non-transferable licence to use the App as detailed in this Agreement.
3.1.3 use the App in accordance with: (i) clauses 3, 6, 8; (ii) any limits that we impose in respect of the App including in relation to data capacity and number of authorised users; and (iii) all Laws;
3.1.5 only use the App in order to receive bookings for ground transportation services by logging in and leaving the App running. You shall ensure that you have logged out of the App or set your status to unavailable (or equivalent) when you no longer wish to receive such bookings; and
3.1.6 allow us to audit your compliance with this Agreement on reasonable notice, including allowing us access to your documentation and staff for this purpose.
3.2.1 use the App in any way which: (i) is abusive, harmful, threatening or defamatory or any other way that may cause offence; (ii) could be harmful to the End Customers, Introducers or other users of the App (including uploading any material that otherwise contains a virus, trojan horse or other malicious code); (iii) breaches any Laws or legal duty to a third party (including a duty of confidentiality) or which infringes a person's right to privacy; (iv) promotes discrimination or is likely to incite hatred; or (v) infringes the Intellectual Property Rights of any third party;
3.2.2 except as allowed by any applicable law which is incapable of exclusion by agreement and except to the extent expressly permitted under this Agreement: (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the App in any form or media or by any means; or (ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the App;
3.2.3 access or use all or any part of the App in order to create or provide a product or service which competes with the App;
3.2.4 allow any third party to use the App;
3.2.5 transfer, temporarily or permanently, any of its rights under this Agreement; or
3.2.6 attempt to obtain, or assist third parties in obtaining, access to the App.

You acknowledge that the App enables or assists End Customers to interact with, order and purchase ground transportation services from you. You acknowledge that any contract for such ground transportation services is between you and the relevant End Customer. We do not endorse any such End Customers and make no representation, warranty or commitment in relation to such End Customers and shall have no liability (whether in contract, tort (including negligence) or otherwise) howsoever arising nor any obligation whatsoever in relation to any interaction between you and an End Customer and/or any contract entered into by you and an End Customer. For the avoidance of doubt, we are not party to the contract for ground transportation services. We are introducing potential End Customers to you, communicating your acceptance of a booking request to the End Customer and passing through the relevant charge from the End Customer in accordance with clause 5.

5.2 Any Journey Fees collected under clause 5.1 are held in an escrow account on your behalf. If you wish to claim such Journey Fees, you must confirm the bank details we hold are correct and how much you would like us to pay you out of the escrow account (Payment Request). Payment Requests are made via an online portal which we provide access to. You acknowledge that you cannot make a Payment Request which exceeds the amount held in the escrow account on your behalf.
5.4 You acknowledge that you are responsible for ensuring that the bank details which we hold are correct and for notifying us of any changes to these. Subject to clause 10.3, we shall not be liable whether in contract, tort (including negligence), breach of statutory duty or otherwise for any loss which you or any third party suffers, directly or indirectly, as a result of us making a payment in accordance with a Payment Request.
5.5 All charges to you are exclusive of VAT which shall be added, if applicable, to the invoices at the appropriate rate.
6.2 Both parties shall comply with all applicable requirements of the Data Protection Laws. This clause 6 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Laws.
6.3 The parties acknowledge and agree that for the purposes of clause 6.2:
6.3.1 each party is a controller for the personal data it processes in connection with this Agreement;
6.3.2 each party is responsible for its own compliance with its data protection obligations under Data Protection Laws with regard to its processing of personal data; and
6.4 If a party (the Disclosing Party) discloses Business Contact Data to the other party (the Recipient), the Disclosing Party shall ensure that such disclosure is lawful.
6.5 The Recipient shall only process the Disclosing Party's Business Contact Data:
6.5.1 to the extent necessary to perform its obligations under this Agreement or as is otherwise necessary to comply with a legal obligation; and
6.5.2 in compliance with Data Protection Laws.
6.6 In the event that clause 6.3.3 becomes or will become inaccurate or incomplete before the termination of this Agreement, the parties agree to negotiate in good faith to vary this Agreement as soon as reasonably practicable in order to: (i) reflect the personal data being transmitted between the parties; and (ii) ensure that the transmission and processing of such personal data complies with all applicable requirements under Data Protection Laws.
8.1.2 keep the Disclosing Party's Confidential Information strictly confidential and not, without the Disclosing Party’s prior written consent, disclose it to any other person.
8.2.1 to its employees, officers, representatives, advisers, Introducers or End Customers who need to know such information for the purposes of exercising the Recipient's rights or carrying out its obligations under or in connection with this Agreement and the Recipient shall ensure that such persons comply with this clause 8.2;
8.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority; and
8.2.3 if such information is public knowledge or already lawfully known to the Recipient (free of any obligation of confidentiality) at the time of disclosure or subsequently becomes public knowledge other than by breach of any duty of confidentiality (contractual or otherwise).

and in such circumstances we shall use reasonable commercial endeavours to let you know of such suspension in advance;

9.1.2 you are responsible for your hardware, content and any data uploaded through the App, for your access to the internet and for any and all liability that arises in connection with any unauthorised access to Your Systems or any activity using your usernames or passwords (whether authorised or not).
9.4 You warrant that you, your drivers and your vehicles are fully licensed and insured to provide ground transportation services as required by local Laws.
10.2.1 indirect or consequential loss or damage;
10.2.2 loss of profit;
10.2.3 loss of business or revenue;
10.2.4 damage to or loss of reputation;
10.2.5 Losses arising from the suspension of the App under clause 9.1.1;
10.2.6 Losses relating to the App;
10.2.7 Losses arising out of any virus or other malicious code which is transmitted through the App; or
10.2.8 Losses arising from any third party access to Your Systems through the App.

arising under or in relation to this Agreement.

11.1.1 all Losses which we may sustain or incur in connection with any use of the App other than in accordance with this Agreement;
11.1.2 all claims made against us by any of your customers (including End Customers) in respect of your use of the App; and
11.1.3 Losses arising out of or in connection with any claim from a third party (including Introducers and/or End Customers) against us which arises out of your supply of ground transport services to such third party or due to your breach of Data Protection Laws.
11.2 You shall indemnify the relevant third party introducers against Losses arising out of or in connection with any claim from a third party (including End Customers) against the third party which arises out of your supply of ground transport services.
13.1.2 immediately upon written notice if you breach any material term of this Agreement and, if such breach is capable of remedy, you fail to remedy such breach within 30 days of a written request to do so; or
13.3.1 all licences granted to you under this Agreement shall cease and we may immediately withdraw your access to the App;
13.3.2 each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party; and
13.3.3 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 shall not be affected or prejudiced.
14.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission.
  1. Entire agreement

This Agreement contains the whole agreement between the parties relating to its subject matter and supersedes any prior agreements, representations or understandings between them unless expressly incorporated by reference in this Agreement. Each party acknowledges that it has not relied on, and shall have no remedy in respect of, any representation (whether innocent or negligent) made but not expressly embodied in this Agreement. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.

16.10 This Agreement may be signed in any number of separate counterparts, each of which when signed and dated shall be an original, and such counterparts taken together shall constitute one and the same agreement.
16.11 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter is governed by and shall be construed in accordance with the laws of England and Wales.
16.12 The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any disputes and claims which may arise out of, or in connection with, this Agreement.