OsaGo Ride Services Agreement

This Services Agreement (Agreement) constitutes a legal agreement between an individual or an independent company in the business of providing Transportation Services (Customer) and OsaGo Ride Limited, a company incorporated in Nigeria with RC No. 1706370 (the Company).

The Company has developed an application software providing the OsaGo Services defined in clause 1.1 below which includes maintenance and regulation of the App to users.

The Company shall provide the OsaGo Services subject to the terms and conditions set out in this agreement.

To use the OsaGo Services, the Customer must agree to the terms and conditions set out below. Upon the Customer’s execution (electronic or otherwise) of this agreement, the Customer and the Company shall be bound by the terms and conditions set forth herein.

1. Interpretation

    1. The following definitions and rules of interpretation apply in this agreement:
      1. Affiliate: any entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity.            
      2. App: a mobile application for Drivers and User to request and receive Transportation Services and a technology connecting Users with Drivers to help them move around cities more efficiently, as may be updated or modified by the Company at its discretion from time to time.            
      3. Applicable Laws: Companies and Allied Matters Act, Coastal and Inland Shipping (Cabotage) Act 2003, Nigerian Maritime and Safety Administration Agency Act 2007, Companies Income Tax Act, Money Laundering (Prohibition) Act 2011 and the Anti-Money Laundering and Combating the Financing of Terrorism (Administrative Sanctions) Regulations 2018 and all applicable laws, statutes and regulation in force in the Territory from time to time.                 
      4. Business Day: a day, other than a Saturday, Sunday or public holiday in Nigeria, when banks in Lagos are open for business.
        Control: in relation to any person:
        1. the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:
          1. cast, or control the casting of, more than fifty (50) per cent of the maximum number of votes that might be cast at a general meeting of that person; or
          2. appoint or remove all, or the majority, of the directors or other equivalent officers of that person or influence the appointment or removal of all, or the majority of the directors or other equivalent officers of that person; or
          3. influence or give directions with respect to the operating and financial policies of that person with which the directors or other equivalent officers of that person are obliged to comply; or
        2. the legal or beneficial holding of more than fifty (50) per cent of the issued share capital of that person (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital), and ‘controls’. ‘controlling’ and ‘controlled’ shall be construed accordingly.
      5. Data Protection Legislation: the Nigerian Data Protection Regulation 2019 and any other legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).       
      6. Device: a mobile device owned or controlled by the Customer or a Driver that meets the then-current specifications for mobile devices as determined by the Company from time to time and on which the App has been installed as authorized by the Company solely for the purpose of providing Transportation Services.
      7. Driver: an employee or contractor of the Customer who is of legal age and has entered into a Driver Agreement, meets the requirements of the Company or any of its Affiliates from time to time to be an active driver and has been authorized to access the App or OsaGo Services for the purpose of providing Transportation Services within the Territory.
      8. Driver Agreement: the agreement which the Customer must execute with the Driver before the Driver is granted access to the App for the provision of Transportation Services on behalf of the Customer.   
      9. Driver Account: an account created by the Driver or a Customer containing information and documents in respect of the Driver’s usage of the OsaGo Services for the provision of Transportation Services, including accounting documentation which can be accessed by inputting username and password of the relevant Driver.    
      10. Driver ID: the identification and password key assigned by the Company to a Driver that enables the Driver to use and access the App.
      11. Fare: the fee the Customer or a Driver is entitled to charge from the User for the provision of Transportation Services in each instance.  
      12. ID Card: the identity badge issued by the Company to a Driver.    
      13. In-App Payment: payment by cards, carrier billing and other payment methods used by the User to pay for Transportation Services through the App.
      14. Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
      15. OsaGo Services: Company’s electronic services rendered through a digital technology platform, being on-demand intermediary and related services that enables the Customer to provide Transportation Services to Users seeking Transportation Services. Such services include provision and maintenance of the App, In-App Payment, customer support, communication between Driver and User, access to the Driver App and Company’s related software, websites and related support services systems, as may be updated or modified by the Company at its discretion from time to time.
      16. Service Fee: the fee that the Customer agrees and is obliged to pay to the Company for every Transportation Service provided using the App as provided in Clause 11.
      17. Territory: any state in the Federal Republic of Nigeria where the Customer and the Drivers are enabled by the App to provide Transportation Services.    
      18. Tolls: any applicable toll, bridge, ferry and tunnel charges and fees, including congestion, environmental or similar charges as reasonably determined from time to time by OsaGO Services based on available information.
      19. Transportation Services: provision of water transport service by the Customer and the Drivers in the Territory to Users whose request the Driver has accepted through the App.
      20. User: any end user authorized by the Company to use the App for the purpose of requesting and obtaining Transportation Services provided by the Customer and the Drivers.
      21. User Personal Data: means information about the User made available to the Customer or a Driver in connection with such User’s request for and use of the Transportation Services, which may include the User’s name, pick-up location, contact information and photo.
      22. Vehicle: any watercraft belonging to the Customer that meets the current requirements of the Company or any of its Affiliates in the Territory for a vehicle on the OsaGo Services; and authorized by the Company for use by a Customer or the Driver for the purpose of providing Transportation Services.
      23. VAT: value added tax chargeable in Nigeria.
    2. Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.
    3. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
    4. The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.
    5. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
    6. Unless the context otherwise requires, words in the singular shall include the plural and the plural shall include the singular.
    7. Unless the context otherwise requires, a reference to one gender shall include a reference to the other gender.
    8. This agreement shall be binding on, and inure to the benefit of, the parties to this agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.
    9. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
    10. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
    11. A reference to writing or written includes email.
    12. Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
    13. A reference to this agreement or to any other agreement or document referred to in this agreement is a reference of this agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this agreement) from time to time.
    14. References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.
    15. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Commencement and duration

This agreement shall commence on the date the terms are accepted by the Customer and shall continue, unless terminated earlier in accordance with clause 22 (Termination) or until either party gives to the other party written notice to terminate.

3. Access and use of OsaGo services

    1. OsaGo’s Services constitutes a technology platform that enables users of the App to arrange and schedule transportation with the Customer under this Agreement. OsaGo Services are made available to the Customer and each Driver who provides Transportation Services to Users.
    2. In order to access OsaGo Services, each Driver must be registered and maintain a Driver Account, obtain the Driver ID, and shall be issued ID Cards pursuant to this agreement and the Driver’s Agreement.
    3. The Customer agrees that it will, and that it will ensure that the Drivers shall, maintain the Driver ID in confidence and not share the Driver IDs with any third party other than the Driver associated with such Driver ID for the purpose of providing the Transportation Services. The Customer shall immediately notify the Company of any actual or suspected breach or improper use or disclosure of a Driver ID or the App.
    4. Upon acceptance of the terms of this agreement, the Company shall grant the Customer a limited, non-exclusive, non-sub licensable, revocable and non-transferrable license for the purpose of accessing and using the App for the provision of Transportation Services, and accessing and using any content, information and related materials that may be made available through the provision of Transportation Services solely for the provision of Transportation Services. For the purpose of this agreement, any rights not expressly granted herein are reserved by Company and its Affiliates.

4. Parties’ relationship

    1. The Customer agrees that the provision of Transportation Services to Users creates a legal and direct contractual relationship between the Customer and the User, to which neither the Company nor any of its Affiliates is a party.
    2. The Company or its Affiliates shall not be responsible or liable for the actions and inactions of the User as it relates to the activities of the Customer and the Drivers or any Vehicle.
    3. The parties acknowledge that the Company provides a technology service as well as acts as a marketplace for the purpose of connecting Users with the Customer or the Drivers to help them navigate cities more efficiently and does not provide Transportation Services.
    4. The parties acknowledge that the Customer and the Drivers are providing the Transportation Services on the basis of a contract for carriage of passengers and such Transportation Services are provided independently of the Company as an economic and professional activity.
    5. Nothing in this agreement is intended to, or shall be deemed to, establish any employment relationship, partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorize any party to make or enter into any commitments for or on behalf of any other party.
    6. Each party confirms it is acting on its own behalf and not for the benefit of any other person, therefore the Customer acknowledge that if they shall be deemed an employee of Company, due to the implication of mandatory laws or otherwise, the Customer shall waive any claims against Company that may arise as a result of such implied employment relationship.
    7. The Customer acknowledges that by agreeing to the terms and conditions of this agreement, it intends to perform Transportation Services in a non-incidental manner and, as such, the Company shall consider the Customer and the Drivers to be taxable persons in accordance with all applicable VAT and tax legislation.

5. Provision of transportation services

    1. The Customer agrees and will ensure that when the App is active, any User may request for Transportation Services which may appear to the Customer or the Driver through the App, and if available, the Customer or the Driver is obligated to accept such request.
    2. If a Customer or the Driver accepts the User’s request for Transportation Services, OsaGo Services will provide the User Personal Data to such Customer or Driver through the App and the Customer or Driver shall obtain the User’s destination from the App.
    3. The Customer agrees that once he or the Driver has accepted a User’s request for Transportation Services, the App may provide certain information about the Driver to the User, including the Driver’s first name, contact information, Customer/Customer entity name, photo and location, and the Vehicle’s type.
    4. The Customer shall not and shall ensure that the Drivers do not, contact any Users or use any User Personal Data for any reason other than for the purposes of providing the Transportation Services.
    5. The Customer acknowledges and agrees that:
      1. it shall ensure that all Users would be transported directly to their specified destinations, as directed by the User, without unauthorized interruption and unauthorized stops.
      2. The Customer and the Drivers are solely responsible for determining the most effective, efficient and safe manner to provide the Transportation Services; and
      3. except for OsaGo Services, the Customer shall provide all necessary equipment, tools and other materials, at the Customer’s own expense, necessary to perform the Transportation Services.

6. The company’s responsibilities

    1. The Company may provide the Customer with tags, labels, stickers or other signs that refer to the Company brand or otherwise indicate that the use of the App or OsaGo Services shall be for the sole purpose of serving as an indicator that the Customer provides Transportation Services using the App.
    2. The Company reserves the right to request from the Customer evidence of all requisite licenses, permits, approvals, registrations and certifications.
    3. The Company shall make the App available for installation on the Devices and shall grant the authorized user of any Device personal, non-exclusive, non-transferable user right to install and use the App on a Device solely for the purpose of procuring the Transportation Services.

7. Customer's obligations

    1. The Customer agrees to (and shall procure that the Drivers) shall:
      1. co-operate with the Company in all matters relating to the provision of the Transportation Services and use of OsaGo Services and the App;
      2. ensure that all the Vehicles are in good working order and suitable for the purposes of providing the Transportation Services and conforms to the Company’s standards;
      3. provide the Transportation Services in accordance with the terms of this agreement as well as the Applicable Laws in the Territory and shall be fully and solely liable for any violation of laws and regulations which may arise from its provision of the Transportation Services;
      4. have the sole responsibility for any obligations or liabilities to Users or third parties that arise from its provision of Transportation Services, and agrees that it and the Driver are solely responsible for taking such reasonable precautions including maintaining adequate insurance that meets the requirements of Applicable Laws regarding any acts or omissions of a User or third party;
      5. provide and maintain all equipment and means that are necessary to perform the Transportation Services at its own expense, including a Vehicle amongst other things, and shall be responsible for paying all costs incurred in the course of providing the Transportation Services including, but not limited to, fuel, Tolls, mobile data plan costs, duty fees, amortization of the Vehicle, insurance, relevant corporate or payroll taxes;
      6. obtain and maintain all necessary licenses (including a valid driver’s license as required by the Applicable Laws), permits, Vehicle insurance, registrations, certifications, documentations and consents, and comply with all relevant legislation that are required to enable the Customer to provide the Transportation Services within the Territory;
      7. be responsible for the acquisition, cost and maintenance of Devices as well as any necessary wireless data plan on the Vehicles;
      8. not, provide, distribute or share, or enable the provision, distribution or sharing of the App (or any data associated therewith) with any third party;
      9. note and inform the Driver that the use of the App on a Device requires an active data plan with a wireless carrier associated with the Device, which data plan shall be provided by the Customer or the Driver at their own expense;
      10. note and inform the Driver that the use of the App on a Device as an interface with OsaGo Services may consume very large amounts of data under a data plan, and the Company shall not be responsible or liable for any fees, costs, or overage charges associated with any data plan; and
      11. observe all privacy policies that apply to the Company which are available at www.uniondata.co/osago-privacy-policy.html.
    2. The Customer shall not, and shall ensure that its Drivers do not (except if required by law or permitted by the Company or its Affiliates):
      1. display the Company’s or any of its Affiliates’ names, logos or colors on any Vehicle(s); or
      2. wear a uniform or any other clothing displaying the Company’s or any of its Affiliates’ names, logos or colours.

8. General understanding

    1. The parties agree that the Company is a technology services provider that neither provides Transportation Services nor functions as a transportation carrier or agent for the transportation of passengers.
    2. The parties agree that the Customer has complete discretion to operate its independent business and direct the Drivers at its own discretion, including the ability to provide services at any time to any third party which is distinct from the Transportation Services.
    3. The parties agree that the Customer retains the complete right to provide Transportation Services to its existing customers and to use other approved software application services in addition to the App and OsaGo Services.
    4. The parties agree that the Company shall not be deemed to control the Customer or the Drivers generally or in the performance of this agreement including in connection with the operation of the Customer’s business, the provision of the Transportation Services, the acts or omissions of the Drivers, or the operation and maintenance of any Vehicles.
    5. The parties agree that the Customer and the Drivers retain the sole right to determine when and for how long the App or Company Services will be used, and the Customer and its Drivers retain the option, through the App, to decline or ignore any User’s request for the Transportation Services, or to cancel an accepted request for the Transportation Services through the Company App, subject to the Company’s cancellation policies.
    6. The parties agree that the Company retains the right to, at its sole discretion, deactivate or otherwise restrict the Customer or any Driver from accessing or using the App or OsaGo Services in the event of a violation of this agreement, a violation of the Driver’s Agreement, the Customer‘s or any Driver’s disparagement of the Company or any of its Affiliates, the Customer’s or any Driver’s act or omission that causes harm to the Company’s or its Affiliates’ brand, reputation or business and any User or for any other reason as determined by the Company in its sole discretion.

9. Ratings

    1. The Customer acknowledges and agrees that in order to guarantee high-quality service and to provide additional reassurance to Users:
      1. a User would be prompted by the App to provide a rating of the Transportation Services and the Driver and to provide comments or feedback about such Transportation Services and the Driver after receiving the Transportation Services; and
      2. the Driver would be prompted by the Company App to provide a rating of the User and, optionally, to provide comments or feedback about the User after providing Transportation Services.
    2. The Customer agrees that in order for the Company to provide reliable and high-quality services through the App, each Driver must establish and maintain an average rating and minimum activity score by Users that exceeds the minimum average acceptable rating established by Company as may be updated from time to time by Company in its sole discretion (Minimum Average Rating). Where a Driver’s average rating falls below the Minimum Average Rating, the Company shall notify the Customer and may provide the Driver a limited period of time to raise his or her average rating above the Minimum Average Rating.
    3. If, after reasonable notice, such a Driver does not increase his or her average rating above the Minimum Average Rating within the time period allowed, the Company reserves the right to automatically suspend or deactivate such Driver’s access to the App and the OsaGo Services, and such suspension or deactivation may only be reversed if it is merited by any external circumstances or it is detected that the suspension was caused by a system error or false ratings.
    4. The Customer agrees and shall ensure that in order to create a positive experience for Users, where it or a Driver does not wish to provide the Transportation Services for a period of time, it or such Driver will log off the App.
    5. The Company and its Affiliates reserve the right to use, share and display Driver and User ratings and comments in any manner in connection with the business of the Company and its Affiliates without attribution to or the approval of the Customer or the applicable Driver. Provided that where the ratings or comments are not given in good faith, such ratings or comments may not be considered in the calculations of the Driver’s overall rating.

10. Charges, fare calculation and payment

Fare Calculation and Remittance

    1. The Customer is entitled to charge a fare for each completed Transportation Services provided to a User through the App.
    2. Such Fare shall be calculated based on a default base fare amount, distance of the specific journey as determined by the location-based services through the Device and the duration of the travel. The Customer is also entitled to charge the User for any Tolls, taxes or fees incurred during the provision of Transportation Services, if applicable.
    3. The parties agree that as between the Customer and the Company, the Fare is a recommended amount which serves as the default amount if the Customer does not negotiate a different amount. The Customer shall however have the right to charge a fare that is less than the pre-arranged Fare or negotiate with the User, at the Customer’s request, a Fare that is lower than the pre-arranged Fare (Negotiated Fare), provided that such Negotiated Fare shall not decrease the Service Fee payable by the Customer.
    4. The Customer appoints the Company as its limited payment collection agent solely for the purpose of accepting the Fare, applicable Tolls and applicable taxes and fees (Received Fare) from the User on behalf of the Customer through the payment processing functionality facilitated by OsaGo Services, and agrees that payment made by the User to the Company shall be considered the same as payment made directly by the User to the Customer, and the Company shall remit  to the Customer the Received Fare less the applicable Service Fee on a weekly basis.
    5. The Company reserves the right to change the Fare calculation at any time in the Company’s discretion based upon local market factors, and the Company shall give reasonable notice to the Customer in the event of such change that may result in a change in the recommended Fare, provided that the continued use of the App and OsaGo Services after any such change in the Fare calculation shall constitute the Customer’s consent to such change.
    6.  The Company reserves the right, in a reasonable manner, to either adjust the Fare for a particular instance of Transportation Services (including but not limited to instances where a Driver fails to properly end a particular instance of Transportation Services on the App or there is a technical error on the OsaGo Services) or cancel the Fare for a particular instance of Transportation Services (including but not limited to instances where a User is charged for Transportation Services that were not provided or in the event of a User complaint, fraud).
    7. The Customer agrees that Users may elect to cancel requests for Transportation Services that have been accepted by a Driver at any time prior to the Driver’s arrival. In the event that a User cancels an accepted request for Transportation Services, the Company may charge the User a cancellation fee on behalf of the Customer. If charged, this cancellation fee shall be deemed the Fare for the cancelled Transportation Services for the purpose of remittance to the Customer hereunder (“Cancellation Fee”).
      In-App Payment
    8. The payment of Fare for the Transportation Services shall be made through In-App Payment. Where a User fails or refuses to pay, the Company in its limited payment collection agent capacity shall, solely for the purpose of accepting the Fare, send a notice of debt to the User on behalf of the Customer, and the Company shall not be obligated to compensate the Customer for Fare not paid by the User. If the User justifiably refuses to pay the Fare on the grounds that the information provided by the Customer or the Driver on the Company App is incorrect, Company shall not reimburse the Customer for such expenses.
    9. Any payment obligation made by the User via In-App Payment shall be considered fulfilled as of the time that the payment is made. The Customer shall, and procure that its Drivers shall, not refuse or influence the User against the use of the In-App Payment. In the event the Customer or any of its Drivers refuse to accept an In-App Payment, the Company shall be entitled to charge the Customer a contractual penalty calculated as 10% of the Fare for every refusal and/or block the right to access and use the App and OsaGo Services in the case of repetitive behaviour.
    10. The Customer shall verify and ensure that the Drivers verify that the Transportation Service is being provided to the right User or the User has expressly confirmed the use of his account for provision of Transportation Service to a third party.
    11. In the event that the Company is unable to remit Fares to the Customer due to incorrect, or unavailability of bank account details, the Company shall hold such payments for a period of 30 days. If the Customer fails to notify the Company of the correct bank account details within 30 days from the date that the right to claim such payments has been established, the Customer shall be deemed to have waived its right to such claim regarding the payment of the Fare and such claim shall be deemed to have expired.
      Promotional Codes
    12. The Company reserves the right to distribute promotional codes to Users at its discretion on a per promotional basis (“Promo Codes”), and the Customer shall, and procure that its Drivers shall, accept the use of Promo Code when the User applies the Promo Code. Where the use of Promo Codes is suspected to be fraudulent, illegal and used by a Driver in conflict with the Company’s terms and conditions in respect of the use of the Promo Code, then the Promo Code may be cancelled and any outstanding amount will not be reimbursed by the Company to the Driver.
    13. The Customer shall be entitled to review In-App Payment reports on the Driver Account or App. The reports shall show the amounts of the In-App Payments brokered in the previous week as well as the withheld amounts of the Fare. The Customer must notify the Company of any important circumstances which may affect its obligations to collect and distribute the Fares paid via In-App Payment.
      Receipts
    14. The Company shall provide the Customer with a system for the delivery of receipts to Users for the Transportation Services provided. Upon the successful completion by a Driver of a Transportation Services for a User, the Company shall prepare a receipt and issue such receipt to the User through an email on behalf of the Customer and the applicable Driver, and such receipts shall be provided to the Customer and applicable Driver through the Driver Account or App.
    15. The receipts shall provide a breakdown of amounts charged to the User for the Transportation Services and may include specific information about the Customer and applicable Driver, including the Customer’s entity name and contact information and the Driver’s name and photo, the registration number of the vehicle as well as map of the route taken by the Driver.
    16. The Customer shall inform the Drivers that any corrections to a User’s receipt for Transportation Services must be submitted to the Company in writing within two (2) Business Days after the completion of such Transportation Services. In the absence of such a notice, the Company shall not be liable for any mistakes in or corrections to the receipt or for recalculation or disbursement of the Fare.
      Tax Obligations
    17. The Customer acknowledges that it is obliged to:
      1. complete all tax registration obligations and calculate and remit all tax liabilities related to the provision of the Transportation Services as required by Applicable Law within the Territory; and
      2. provide Company with all relevant tax information as may be required of Customer and/or the Driver by applicable law.
    18. The Customer further acknowledges that it and the Drivers are responsible for all tax obligations applicable to any income accruing to them from the provision of the Transportation Services.
    19. Notwithstanding anything to the contrary in this agreement, the Company may collect and remit taxes attributable to the Customer’s and/or any Driver’s provision of Transportation Services and/or provide any of the relevant tax information the Customer and/or any Driver has provided pursuant to the foregoing requirements directly to the applicable governmental tax authorities on the Customer’s and/or the applicable Driver’s behalf, or otherwise provided that the Customer shall compensate the Company all fees, claims, payments, fines or other tax obligations that Company may incur in connection with the obligations arising from any outstanding applicable tax regulations.

11. Service fee

    1. In consideration for the provision of OsaGo Services, the Customer shall pay the Company a Service Fee for every Transportation Service provided by the Company calculated as a percentage of the Fare (regardless of any Negotiated Fare), as provided to the Customer via email or otherwise made available by  the Company from time to time.
    2. The Company reserves the right to change the Service Fee at any time in its discretion based on local market factors, and the Company shall give reasonable notice to the Customer in the event of such change that may result in a change in the Service Fee, provided that continued use of the App and OsaGo Services after any such change in the Service Fee calculation shall constitute consent by the Customer to such change.
    3. The Customer shall ensure payment of the Service Fee and any other fees due to the Company where a User is unable to make payment via the App as a result of system or service failure. Such payment shall be made for the previous month by the 15th day of the following month. In the event that there is a delay with payment of the Service Fee, the Customer shall be liable to pay an additional fee for late payment calculated as 15% of the unpaid amount per day.
    4. Taxes shall be charged on the Fare and the Service Fee shall be calculated based on the Fare inclusive of such taxes. Provided that all sums payable to the Company under this agreement shall be:
      1. exclusive of VAT; and
      2. paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

12. Location services

    1. The Customer acknowledges and agrees that it and the Driver’s geo-location information must be provided to OsaGo Services in order to provide the Transportation Services.
    2. The Customer and the Driver agree, that:
      1. Its and the Driver’s geo-location information will be monitored and tracked by the Company Services when it or the Driver is logged into the Company App and available to provide Transportation Services, or when it or the Driver is providing Transportation Services; and
      2. the approximate location of its or the Driver’s Vehicle will be displayed to the User before and during the provision of the Transportation Services to such User. In addition, the Company may monitor, track and share its or the Driver’s geo-location information obtained by the App for safety, security, technical, marketing and commercial purposes, including to provide and improve Company’s products and services.

13. Drivers and vehicles

    1. The Customer shall have the sole responsibility for any obligations or liabilities that arise from its relationship with the Drivers (including provision of the Transportation Services), and shall exercise sole control over the Drivers including procuring that the Drivers comply with all applicable laws (including tax and employment laws) governing or otherwise applicable to its relationship with its Drivers.
    2. Notwithstanding the Customer’s right, if applicable, to take recourse against a Driver, the Customer acknowledges and agrees that it is at all times responsible and liable for the acts and omissions of the Drivers in relation to Users and the Company, even where such liability may not be mandated under applicable law.
    3. The Customer shall require each Driver to enter into a Driver Agreement and shall provide copy of each executed Driver Agreement to the Company, and agrees that the Company shall be deemed to be a third party beneficiary to each Driver Agreement, and that, upon the Driver’s execution of the Driver Agreement (electronically or otherwise), the Company shall have the irrevocable right to enforce the Driver Agreement against the Driver as third party beneficiary thereof.
    4. The Customer agrees that Company reserves the right, at any time in its sole discretion, to deactivate or otherwise restrict it or a Driver from accessing or using the Company App or Company Services if it or such Driver fails to meet the requirements set forth in this agreement or the Driver Agreement.
    5. The Customer shall ensure that each Vehicle is:
      1. properly registered and licensed to operate as a passenger transportation vehicle in the Territory; 
      2. owned or leased by the Customer, or otherwise in the Customer’s lawful possession;
      3. suitable for performing the passenger transportation services contemplated by this agreement; and
      4. maintained in safe and good operating condition, consistent with industry safety and maintenance standards for a Vehicle of its kind and any additional standards or requirements in the applicable Territory, and in a clean and sanitary condition in accordance with the terms of any relevant license.

14. Intellectual property rights

    1. OsaGO Services, the App and the Company data, including all intellectual property rights therein shall remain the property of the Company, its Affiliates or their respective licensors. Neither this agreement nor the Customer’s use of the OsaGO Services and the App grants the Customer any rights:
      1. in or related to the OsaGo Services, the App or any of the Company’s data, except for the limited license granted in this agreement; or
      2. to use or reference in any manner the Company, its Affiliates’, or their respective licensors’ company names, logos, product and service names, trademarks, service marks or other indicia of ownership.
    2. In relation to OsaGo Services:
      1. the Company and its Affiliates shall retain ownership of the OsaGo Services, the App, any data and all intellectual property rights therein;
      2. the Company grants the Customer, or shall procure the direct grant to the Customer of, a non-exclusive, royalty-free, non-transferrable and non-assignable licence during the term of this agreement to use, and allow its Drivers to use, access OsaGo Services and use the App for the sole purpose of providing Transportation Services and other related services to Users; and
      3. the Customer shall not sub-license, assign, sell, resell, distribute, transfer or otherwise make available the rights granted in clause 14.2(b) to any other party not subject to this agreement and without the consent of the Company.
    3. In the course of using the App and/or Driver Account, the Customer shall not:
      1. decompile, reverse engineer, or otherwise attempt to obtain the source code of the App, the Driver Account or other software of the Company.
      2. modify the App or the Driver Account in any manner or form or to use modified versions of the App or Driver Account.
      3. transmit files that contain viruses, corrupted files, or any other programs that may damage or adversely affect or hinder the operations on the App and performance of OsaGo Services.
      4. design or develop competitive or substantially similar product or service.
      5. attempt to gain unauthorized access to the App, Driver Account or any other OsaGo Services.
      6. and it shall ensure that its Drivers do not, try to register or otherwise claim ownership in any of the Company trademarks and service marks and names, alone or in combination with other letters, punctuation, words, symbols and/or designs, or in any confusingly similar mark.

15. Compliance with laws and policies

    1. In performing its obligations under this agreement, the Customer shall comply with the Applicable Laws and Company’s policies provided that the Company shall give the Customer reasonable notice of any change to such policies.

16. Data protection

    1. The parties shall comply with all applicable requirements of the Data Protection Legislation.
    2. Without prejudice to the generality of clause 16.1, the Company shall, in relation to any personal data processed in connection with the performance of the Customer’s obligations under this agreement:
      1. process personal data only on the documented written instructions of the Customer unless required by Applicable Laws to otherwise process that personal data.
      2. ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
      3. ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
      4. not transfer any personal data to third parties unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
        (i) the data subject has enforceable rights and effective legal remedies;
        (ii) Company complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
        (iii) Company complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;
      5. notify the Customer without undue delay on becoming aware of a personal data breach;
      6. at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the personal data; and
      7. maintain complete and accurate records and information to demonstrate its compliance with this clause.
    3. Subject to all applicable laws and the provisions of this agreement, the Company may provide to a third party any information (including personal data) about Drivers provided hereunder if:
      1. there is a complaint, dispute or conflict, including an accident, between a Driver and a User;
      2. it is necessary to enforce the terms of the agreement;
      3. it is required, in the Company’s or any Affiliate’s sole discretion, by applicable law or regulation;
      4. it is necessary, in the Company’s or any Affiliate’s sole discretion to protect the safety, rights, property or security of Company, OsaGo Services or any third party, detect, prevent or otherwise address fraud, security or technical issues, and/or prevent or stop activity which the Company or any of its Affiliates, in their sole discretion, consider to be, or to pose a risk of being, illegal, unethical or legally actionable; or
      5. if it is required or necessary for insurance or other purposes related to the Customer’s and/or Driver’s ability to qualify, or remain qualified, to use the OsaGo Services.

17. Representations and warranties

    1. Each party represents and warrants to the other party as follows:
      1. it has all the requisite power and authority to enter into, deliver and perform and has taken all actions, approvals or consents necessary or required to authorise its entry into this agreement and to perform its obligations thereunder;
      2. this agreement constitutes a legal, valid and binding obligation on it;
      3. the execution and performance of this agreement will not conflict with, or result in a breach of, or constitute a default under, any provision of any law, regulation or any contract, agreement or instrument to which it is bound;
      4. there is no suit, arbitration, or legal, administrative or other proceedings or governmental investigation pending or, to the best knowledge of the party threatened respecting the transaction herein contained, threatened; and
      5. it is in a position, barring unforeseen and unforeseeable circumstances, to meet its obligations hereunder.
    2. The Customer hereby represents and warrants that:
      1. it has not entered into, and during the term will not enter into, any agreement that would prevent it from complying with this agreement;
      2. it will comply with all applicable laws in its performance of this agreement, including holding and complying with all permits, licenses, registrations and other governmental authorizations necessary to provide Transportation Services pursuant to this agreement; and
      3. it shall comply with the applicable terms and conditions set forth in this agreement and all applicable laws and procure that all the Drivers comply with the Driver Agreement.
    3. Neither the Company nor any of its Affiliates in the Territory guarantees the availability or uptime of the OsaGo Services or the App, and the Customer acknowledges that OsaGo Services or the App may be unavailable at any time and for any reason (including but not limited to scheduled maintenance, network failure, limitations, delays, and other problems inherent in the use of the internet and electronic communications), and neither the Company nor any of its Affiliates in the Territory shall be responsible for any delays, delivery failures, or other damages, liabilities or losses resulting from such problems.

18. Indemnification

    1. The Customer shall indemnify, defend (with the Company’s consent) and hold harmless the Company and its Affiliates and their respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines, social security contributions and taxes arising out of or related to:
      1. the Customer’s breach of its representations, warranties or obligations under this agreement; or
      2. a claim by third party (including Users, regulators and governmental authorities) directly or indirectly related to the Customer’s provision of Transportation Services or use of the App or OsaGo Services.
    2. The Customer is and shall be solely responsible for its or the Drivers’ provision of the Transportation Services and the Customer shall indemnify, defend (with Company’s consent) and hold harmless the Company and its Affiliates and their respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines, social security contributions and taxes directly or indirectly arising out of or related to its or the Drivers’ provision of Transportation Services or use of the App or OsaGo Services.

19. Confidentiality

    1. The Customer undertakes that it shall not at any time, and for a period of five years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the Company except as permitted by clause 19.2(a).
    2. The Customer may disclose the other party’s confidential information:
      1. to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 19; and
      2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    3. The Customer shall not use the Company’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

20. Insurance

    1. The Customer shall maintain during the term of this agreement on all Vehicles operated by the Customer and the Drivers, a commercial vehicle liability insurance that provides protection against bodily injury and property damage to third parties at levels of coverage that satisfy all applicable laws in the Territory. This coverage must also include any no-fault coverage required by law in the Territory that may not be waived by an insured.
    2. The Customer agrees to maintain during the term of this agreement workers’ compensation insurance, and commercial general liability insurance that provides protection against personal injury, advertising injury and property damage to third parties at levels of coverage required by all applicable laws in the Territory.
    3. The Customer shall add the Company to its insurance policies required in this agreement as an additional insured, and shall, upon the Company’s request, provide the Company with a copy of such insurance certificate(s) within seven (7) days of such request, and the Company may, at any time, verify the Customer’s and the Drivers’ insurance coverage with insurance providers or third parties.
    4. Additionally, the Customer shall, and shall ensure that its Drivers shall, notify the Company as soon as reasonably possible, and in any case within thirty (30) days, of any incident which may give rise to an insurance claim.

21. Limitation of liability

    1. References in this clause to liability include every kind of liability arising under or in connection with this agreement including, but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
    2. Nothing in this agreement limits any liability which cannot legally be limited, including liability for:
      1. death or personal injury caused by negligence; and
      2. fraud or fraudulent misrepresentation.
    3. The App is provided on an “as is” and “as available” basis and no representation is made that access to the App or OsaGO Services will be uninterrupted or error free, and no guarantee is made that usage of the App or OsaGO Services will result in any Transportation Service requests.
    4. To the maximum extent permitted under Applicable Law, the Company is not liable for any loss or damage that you may incur as a result of using the Company services, including but not limited to the following types of losses:
      (i) loss of profits;
      (ii) loss of sales, goodwill or business;
      (iii) loss of agreements or contracts;
      (iv) loss or inaccuracy of data;
      (v) loss of use or corruption of software, data or information;
      (vi) loss of or damage to goodwill; and
      (vii) indirect or consequential loss.
    5. Unless the Customer notifies the Company that it intends to make a claim in respect of an event within a notice period, the Company shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become aware of the event having occurred.
    6. The Customer agrees that any and all claims the Customer has or purports to have against Company and/or its Affiliates shall be notified to the Company and/or its Affiliates within three (3) months after the event(s) that gave rise to such claim and that Customer forfeits all rights in respect of that claim if the Customer fails to do so, provided that nothing in this clause shall purport to limit or exclude liability that cannot be limited or excluded by applicable law.
    7. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

22. Termination

    1. Without affecting any other right or remedy available to it, the Company may terminate this agreement with immediate effect by giving written notice to the Customer if:
      1. the Customer commits a material breach of any term of this agreement and such breach is not capable of being remedied or (if such breach is capable of being remedied) fails to remedy that breach within 7 (Seven) Business Days of being notified in writing to do so;
      2. the Customer repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
      3. the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning 408(d) of the Companies and Allied Matters Act, Cap C20, 2004;
      4. the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
      5. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer (being a company, limited liability partnership or partnership);
      6. an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the Company;
      7. the holder of a qualifying floating charge over the assets of the Company has become entitled to appoint or has appointed an administrative receiver;
      8. a person becomes entitled to appoint a receiver over all or any of the assets of Company or a receiver is appointed over all or any of the assets of the Company;
      9. a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Company’s assets and such attachment or process is not discharged within 14 days;
      10. any event occurs, or proceeding is taken, with respect to the Company in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 22.1(c) to clause 22.1(i) (inclusive); or
      11. the Company suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
    2. The Customer may terminate this agreement with immediate effect by giving written notice to the Company if:
      1. the Company commits a material breach of any term of this agreement and such breach is not capable of being remedied or (if such breach is capable of being remedied) fails to remedy that breach within seven (7) Business Days of being notified in writing to do so;
      2. the Company repeatedly breaches the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement.
    3. For the purposes of clause 22.1(a), material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the terminating party would otherwise derive from a substantial portion of this agreement. In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.
    4. Without affecting any other right or remedy available to it, the Company may terminate this agreement or deactivate the Customer or a particular Driver immediately, without notice, with respect to the Customer and/or any Driver or as otherwise set forth in this agreement if:
      1. the Customer and/or any Driver, as applicable, no longer qualifies, under applicable law or the standards and policies of Company, to provide Transportation Services or to operate the Vehicle;
      2. the Customer fails to pay the Service Fee or any amount due under this agreement on the due date for payment and remains in default 10 days after being notified in writing to make such payment; or
      3. there is a change of Control of the Customer.

23.Consequences of termination

    1. Upon termination or expiry of this agreement:
      1. any license granted in this agreement shall be deemed to be automatically revoked simultaneously with the termination of this agreement, and the Company shall be entitled to block and delete the Driver Account without prior notice.
      2. the Customer shall immediately pay to the Company all outstanding fees and late payment fees in respect of the OsaGO Services supplied. Provided that for fees and late payment fees for which no payment notice has been submitted before termination, the Company shall be entitled to submit a payment notice to the Customer, which shall be payable by the Customer immediately upon receipt.
    2. Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.
    3. Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
    4. Clauses to Remain in Force on Termination. Upon termination of this agreement, the following clauses shall continue in force: clause 1, clause 3, clause 9, clause 10, clause 11, clause 13, clause 15, clause 16, clause 17, clause 18, and clause 0 to clause 33 (inclusive).

24. Assignment and other dealings

    1. The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement without obtaining the prior written consent of the Company for any such dealing.

25. Waiver

    1. A waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
    2. A failure or delay by a party to exercise any right or remedy provided under this 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 this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

26. Severance

    1. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity, economic effect, commercial intent and enforceability of the rest of this agreement.

27. Entire agreement

    1. This 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.

28. Third party rights

    1. Unless it expressly states otherwise, this agreement does not give rise to any rights for a third-party to enforce any of its term.

29. Complaints

    1. Form of Complaints. Any complaint or other communication given to a party under or in connection with this agreement shall be in writing, addressed to that party at its registered office or such other address as that party may have provided to the other party in writing in accordance with this clause, and shall be delivered personally, or by commercial courier, or email.
    2. The address and email for making complaints are:
      1. OsaGo Ride Limited
        25b, Marine Road
        Apapa, Lagos
        Attention: Toyin Adebola
        Email: info@osago.ng
    3. Deemed receipt of Complaints. A complaint or other communication shall be deemed to have been received:
      1. if delivered personally, when left at the address referred to in clause 29.2;
      2. if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed;
      3. if sent through the App, one Business Day after transmission;
      4. or, if sent by email, one Business Day after transmission.
    4. Exclusions from Complaints provisions. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

30. Modification

    1. The Company reserves the right to modify the terms and conditions of this agreement or the Driver Agreement at any time, effective upon publication of an updated version of this agreement or the Driver Agreement, as applicable, on the online portal solely available to the Customer on the OsaGo Services.
    2. The Company, in addition, reserves the right to modify any information referenced at hyperlinks in this agreement from time to time, and the Customer acknowledges that by using the OsaGo Services, or downloading, installing or using the App, the Customer is bound by any future amendments and additions to this agreement, information referenced at hyperlinks herein, or documents incorporated herein, including with respect to fare calculations.
    3. The Customer further agrees that the continued use of the OsaGo Services or App after any such changes shall constitute the Customer’s consent to such changes

31. Supplemental terms

    1. Supplemental terms may apply to the Customer’s and Driver’s use of the OsaGo Services, such as use policies or terms related to certain features and functionality, which may be modified from time to time, and the Customer may be presented with these terms from time to time. These terms shall be deemed a part of this agreement.

32. Governing law and jurisdiction

    1. This 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 laws of the Federal Republic of Nigeria.
    2. In the event of a dispute arising out of or relating to this agreement, including any question regarding its existence, validity or termination, the parties shall first seek settlement of that dispute by mediation in accordance with the Lagos Court of Arbitration (LCA) and Mediation Rules, which Rules are deemed to be incorporated by reference into this clause.
    3. If the dispute is not settled by mediation within 14 days of the commencement of the mediation, or such further period as the parties shall agree in writing, the dispute shall be referred to and finally resolved by arbitration under the LCA Rules, which Rules are deemed to be incorporated by reference into this clause.
    4. The language to be used in the mediation and in the arbitration shall be English.
    5. In any arbitration commenced pursuant to this clause,
      1. the number of arbitrators shall be three; and
      2. the seat, or legal place, of arbitration shall be Lagos.
        By clicking “I accept” or signing below (as such may be required by applicable law), the Customer expressly acknowledges that the Customer has read, understood, and taken steps to thoughtfully consider the consequences of this Agreement, that the Customer agrees to be bound by the terms and conditions of this Agreement, and that Customer is legally competent to enter into this Agreement with the Company.