Operator Terms

This Agreement is entered into by and between the Operator and the Customer only.

The Operator and the Customer acknowledge that RideTandem signs this agreement as agent of the Customer only and is not a party to this Agreement.

Agreed terms

1. Interpretation

The definitions used in this Agreement shall have the following definitions.

Definitions

Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Business Hours: the period from 9.00 am to 5.00 pm on any Business Day. Cancellation Policy: the policy in relation to cancellation detailed in the Contract Particulars.

Change Control Process: the process for agreeing a change to the Contract Particulars, asset out in clause 6.

Charges: the sums payable for the Transport Services, as set out in the Contract Particulars.

Contract Particulars: the document agreed between the parties (including by email)incorporating these terms and conditions.

Customer: the customer who is requesting Transport Services, as set out in the Contract Particulars.

Customer App: the RideTandem app or other app for use by customers and passengers that RideTandem may make available from time to time.

Customer Representative: and company or entity appointed as a representative of the Customer.

Customer Terms: the relevant agreement entered into between RideTandem and the Customer requesting arrangement of Transport Services for Passengers.

Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018; the PrivacyUK and Electronic Communications Directive 2002/58/EC (as updated by Directive2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI2003/2426) as amended.

Driver App: the RideTandem Drive App.

Initial Period: means the initial term set out in the Contract Particulars.

Insolvency Event: shall mean in respect of either party, that party taking any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how ) 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.

Passenger(s): each person nominated by the Customer to receive the Transport Services from the Operator.

Platform: RideTandem’s dashboard or other platform notified to the Operator byRideTandem from time to time.

RideTandem: means CollectiveTech Limited.

Service Credits: means the service credits set out in the Service Level Agreement.

Service Level Agreement: means the service level agreement detailed here.

RideTandem Policies: means RideTandem’s policies and compliance policies that remain in force from time to time.

Ticket: a Customer App based ‘ticket’, or a QR code downloaded or printed viaRideTandem’s other systems.

Term: means the Initial Period and Renewal Period (as applicable), as determined inaccordance with clause 3.

Transport Services: the transport services set out in the Contract Particulars.

UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4))of the Data Protection Act 2018.

2. Interpretation

2.1 Clause, Schedule and paragraph headings shall not affect the interpretation of thisAgreement.

2.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

2.3 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

2.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

2.5 A reference to writing or written includes email.

2.6 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

3. Commencement and Duration

This Agreement is made between the Operator and the Customer and shall commence on the Effective Date and shall continue for the Initial Period and, thereafter, shall be automatically renewed for successive Renewal Periods subject to earlier termination in accordance with: (a) Clause 14 or (b) either party giving the other party notice of termination in writing, at least equal in length to the Notice Period, before the end of the Initial Period or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Period or Renewal Period.

4. Ticket Process

Either the Customer (acting on behalf of a Passenger) or a Passenger may book a journey. Where applicable, a Ticket will be issued to the Passenger in relation to the journey. Unless agreed by the Customer, the Operator will not allow a Passenger to board a vehicle without a Ticket and the Operator shall not accept payment in any form directly from the Customer ora Passenger for providing Transport Services.

5. Operator Obligations

5.1 The Operator shall:

(a) provide the Transport Services and ensure that the Transport Services conform in all respects with the Service Level Agreement;

(b) perform the Transport Services with a good level of care, skill and diligence in accordance with the Operator's industry, profession or trade;

(c) maintain all the required licenses, authorisations and insurances required to operate the Transport Services outlined within this Agreement; and

(d) comply with all applicable laws and regulations with respect to the provision of the Transport Services.

6. Change Control

6.1 In the event that the Customer wishes to propose a Change to the Transport Services or any of the details set out in the Contract Particulars, the Customer (or the Customer Representative) will raise a change request with the Operator, which will be notified to the Operator in writing by digital means (including by email, SMS, Whatsapp or otherwise). The Operator will review the Change request that has been raised and will notify the Customer (or the Customer Representative) in writing of whether it is able to perform the requested Change to the Transport Services and, if so, any change to the Charges or other terms of the Contract Particulars.

6.2 Where the Operator accepts the proposal as regards the Change, the parties shall agree such Change in writing (including by email) and such agreement shall not necessitate the execution of an additional or amended Contract Particulars.

7. Charges and Payment

7.1 In consideration of the provision of the Transport Services by the Operator, the Customer (or the Customer Representative) shall pay the Operator the Charges set out in the ContractParticulars.

7.2 The Operator shall invoice the Customer (or the Customer Representative) in accordance with the Contract Particulars. Save as otherwise set out in the Contract Particulars, theCustomer (or the Customer Representative) shall pay each invoice after thirty (30) days and on the next available payment cycle following that date.

7.3 All sums payable to the Operator under this Agreement are exclusive of VAT.

7.4 In the event of the Operator not meeting its obligations and/or providing the TransportServices in accordance with the Contract Particulars, Service Credits shall be paid in accordance with the Service Level Agreement.

7.5 In the event of a bona fide dispute over an invoice, the Customer (or the CustomerRepresentative) shall pay to the Operator all undisputed sums and will notify the Operator of the details of the dispute. The parties, acting reasonably in all the circumstances, will negotiate to resolve the invoice dispute promptly.

7.6 The parties acknowledge that the price and fluctuations in price of fuel have a direct impact on the cost of transportation and on the total Charges to be paid to the Operator under this Agreement. For all fuel (petrol or diesel) purchased by the Operator to provide the TransportServices under this Agreement, the price paid per mile may be adjusted effective the first day of the month following a minimum 10% change in the actual cost of fuel purchased by theOperator. For transportation, the price per mile per route shall be calculated and provided to the Customer via RideTandem. Thereafter, the parties shall discuss and negotiate in good faith an adjustment to the Charges to reflect a change in the cost of fuel (petrol or diesel). Where agreed, the Operator shall submit to the Customer (or the Customer Representative) each month the amount of miles driven in the preceding month with a calculation of increased cost of fuel incurred, if any, during the preceding month for each vehicle for each route (“the Fuel Surcharge”). Receipts indicating the most recent cost paid by the Operator for fuel purchases shall be submitted monthly to substantiate the adjustment. If, following the implementation of a Fuel Surcharge, the costs of fuel go down by 10% or more, the FuelSurcharge shall be removed.

7.7 If the cumulative effect of the changes detailed in 7.6 is to increase the charges payable by the Customer by more than 20% from their original level as at the date of execution of theCustomer Terms, then the Customer shall be entitled to terminate the Customer Terms. In the event of the Customer terminating the Customer Terms, this Agreement shall terminate automatically.

7.8 The parties agree that the terms of the Cancellation Policy are incorporated into thisAgreement.

8. Intellectual Property Rights

8.1 Each party may provide materials containing Intellectual Property Rights to the other party in the course of the performance of its obligations under this Agreement. Each party (or their licensors) owns and shall retain ownership of all Intellectual Property Rights provided to the other party, and nothing herein shall serve to transfer any Intellectual Property Rights from either party to the other.

8.2 Each party agrees that it shall only use materials provided by the other party for the purposes of and during the Term of this Agreement and only as authorised by the other party in writing.

9. Insurance and Licensing

9.1 The Operator shall maintain, at the Operator’s own expense, during the Term of thisAgreement the insurance and licences specified below with respect of the Operator’s operations:

(a) Employers Liability: Employers liability insurance in compliance with applicable law and employers best practice, with limits not less than £5,000,000 for each occurrence and in aggregate;

(b) Public Liability: Public liability insurance in the sum of £10,000,000 per occurrence and in aggregate;

(c) Fleet: Fleet insurance in compliance with any local laws and regulations, with an unlimited liability per occurrence and in aggregate;

(d) Operator licence: The relevant operator Public Service Vehicle (PSV)and/or Private Hire Vehicle (PHV) licence to provide Transport Services;

(e) Driver licence: All drivers will have the appropriate licences in order to deliver the Transport Services.

9.2 The Operator will provide the (or the Customer Representative) with copies of all insurances and the Operator’s licence during the onboarding process.

9.3 The Operator will ensure that all their drivers are enhanced DBS certified if required and provide evidence of this and agree to:

(a) provide a full list of their current DBS certification numbers;

(b) provide confirmation in line with Data Protection Legislation that each driver has agreed for their numbers to be checked by the Customer (or the Customer Representative) only; and(

c) disclose to the Customer any relevant criminal convictions disclosed by aDBS check and, if so requested by the Customer, remove the relevant driver from the provision of the Services.

10. Compliance with Laws and Policies

Each Party shall at its own expense comply with all laws and regulations relating to its activities under this Agreement and with all and any conditions binding on it in any applicable licences, registrations, permits and approvals. In particular and without prejudice to the generality of this provision, it shall be the sole responsibility of the Operator to comply with all laws and regulations in relation to the provision of Transport Services including as to compliance with all applicable transport operator, driver and vehicle requirements from time to time.

11. Data Protection

The parties acknowledge that each party is an independent data controller in relation to any personal data shared in relation to this Agreement. Each party shall comply with its obligations under the Data Protection Legislation.

12. Confidentiality

12.1 Each party undertakes that it shall not at any time during this Agreement, and for a period of two years after termination or expiry of this Agreement, disclose to any person any confidential information concerning the business, affairs, customer, clients or suppliers or the other party except as permitted by 12.2.

12.2 Each party may disclose the other party's confidential information:(a) to its employees, officers, representatives, contractors, subcontractors 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, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this 12; and(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

12.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.

13. Limitation of Liability

13.1 References to liability in this 13 apply to every liability arising under or in connection with thisAgreement including but not limited to liability in contract, tort (including negligence),misrepresentation, restitution or otherwise.

13.2 Nothing in this Agreement limits any liability on the part of either party which cannot legally be limited, including but not limited to liability for:

(a) death or personal injury caused by negligence; or(

b) fraud or fraudulent misrepresentation.

13.3 Subject to 13.2 (liabilities which cannot legally be limited), each parties’ total liability to the other shall not exceed the total Charges paid in relation to the agreement during the 12 months immediately preceding the date on which the claim arose.

13.4 The Operator and the Customer acknowledge that RideTandem is signing this Agreement as an agent of the Customer for the purposes of contracting the Transport Services and that RideTandem shall therefore have no liability to the Operator nor the Customer under this Agreement.

13.5 Subject to 13.2 (Liabilities which cannot legally be limited), neither party shall be liable to the other for any of the following specified types of loss:

(a) loss of profits;

(b) loss of sale or business;

(d) loss of anticipated savings;

(e) loss of use or corruption of software, data or information;

(f) loss of or damage to goodwill; and

(g) indirect or consequential loss.

14. Termination

14.1 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so;

(b) the other party 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; or

14.2 This Agreement with terminate automatically if the Customer Agreement terminates.

15. Obligations on Termination and Survival

15.1 On termination of this Agreement:

(a) both parties shall immediately cease to use all of the Intellectual PropertyRights.

(b) both parties shall at its own expense immediately return any advertising, promotional or sales material relating to the Transport Services, or any other material belonging to the other party, then in its possession, or otherwise dispose of the same as the other party may instruct.

15.2 Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

15.3 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.

16. Force Majeure

16.1 Force Majeure Event means any circumstance not within a party's reasonable control including, without limitation:

(a) acts of God, flood, drought, earthquake or other natural disaster;

(b) epidemic or pandemic;

(c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;(d) nuclear, chemical or biological contamination or sonic boom;(e) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition;

(f) collapse of buildings, fire, explosion or accident;

(g) interruption or failure of utility service.

16.2 Provided it has complied with 16.4, if a party is prevented, hindered or delayed in or from performing any of its obligations under this Agreement by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

16.3 The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.

16.4 The Affected Party shall:(a) as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Agreement; and(b) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

16.5 If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its obligations for a continuous period of more than 14 days, the party not affected by the Force Majeure Event may terminate this Agreement by giving 30 days’ written notice to theAffected Party.

17. Variation

Subject to 6 (Change control), no variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

18. Waiver

18.1 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.

18.2 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.

19. Rights and Remedies

The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

20. Severance

20.1 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 and enforceability of the rest of this Agreement.

20.2 If any provision or part-provision of this Agreement is deemed deleted under 20.1 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.

21. Entire Agreement

21.1 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.

21.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

21.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation. based on any statement in this Agreement.

22. Conflict

If there is an inconsistency between any of the provisions of this Agreement, the Contract Particulars, the Terms and Conditions and the Schedules respectively, the provisions of the Contract Particulars shall prevail in preference to the Terms and Conditions and the Schedules, and the provisions of the Terms and Conditions shall prevail over the provisions of the Schedules.

23. No Partnership or Agency

23.1 Other than where explicitly stated (specifically in relation to RideTandem’s agency) nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

24. Third Party Rights

24.1 Other than in relation to the rights given to the Customer Representative, unless it expressly states otherwise, this agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

25. Notices

25.1 Any notice or other communication given to a party under or in connection with thisAgreement shall be in writing and shall be sent by email or delivered by hand or by pre-paid first-class post or other next Business Day delivery service at its registered office. Each party’s details for correspondence are set out in the Contract Particulars.

25.2 Any notice or communication shall be deemed to have been received:

(a) if delivered by hand, at the time the notice is left at the proper address;

(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.

25.3 This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

26. Governing Law

This agreement and any dispute or claim (including non-contractual disputes or claims)arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

27. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims)arising out of or in connection with this agreement or its subject matter or formation.