TERMS AND CONDITIONS

Last updated: April 25th, 2018

 

1.  CONTRACTUAL RELATIONSHIP

 

These Terms of Use (“Terms”) govern the access or use of applications, websites, content, products, and services (the “Services”) made available by Cliqrun, a product of Sumundi, Inc., a private limited liability company established in Ghana, having its offices at House Number C 38/22 Achimota – Abofu., registered under the 1962 Companies Code of Ghana by you, an individual or corporate institution.

 

PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE SERVICES.

 

Your access and use of the Services constitutes your agreement to be bound by these Terms, which establishes a contractual relationship between you and Cliqrun. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede prior agreements or arrangements with you. Cliqrun may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.

Supplemental terms may apply to certain Services, such as policies for a particular event, activity or promotion, and such supplemental terms will be disclosed to you in connection with the applicable Services. Supplemental terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable Services. Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.

Cliqrun may amend the Terms related to the Services from time to time. Amendments will be effective upon Cliqrun’s posting of such updated Terms at this location or the amended policies or supplemental terms on the applicable Service. Your continued access or use of the Services after such posting constitutes your consent to be bound by the Terms, as amended.

Our collection and use of personal information in connection with the Services is as provided in Cliqrun’s Privacy Policy located at cliqrun.com/legal. Cliqrun may provide to a claims processor or an insurer any necessary information (including your contact information) if there is a complaint, dispute or conflict, which may include an accident, involving you and a Third Party Provider (including a delivery network company driver) and such information or data is necessary to resolve the complaint, dispute or conflict.

 

2.  THE SERVICES

 

The Services constitute a technology platform that enables users of Cliqrun’s web and mobile applications or websites provided as part of the Services (each, an “Application”) to arrange and schedule delivery and / or errand services with independent third party providers of such services, including independent third party delivery providers and independent third party logistics providers under agreement with Cliqrun or certain of Cliqrun’s affiliates (“Third Party Providers”). Unless otherwise agreed by Cliqrun in a separate written agreement with you, the Services are made available solely for your personal, noncommercial use. YOU ACKNOWLEDGE THAT CLIQRUN DOES NOT PROVIDE DELIVERY OR LOGISTICS SERVICES OR FUNCTION AS A DELIVERY CARRIER AND THAT ALL SUCH DELIVERY OR LOGISTICS SERVICES ARE PROVIDED BY INDEPENDENT THIRD PARTY CONTRACTORS WHO ARE NOT EMPLOYED BY CLIQRUN OR ANY OF ITS AFFILIATES.

 

LICENSE.

Subject to your compliance with these Terms, Cliqrun grants you a limited, non-exclusive, non-sub licensable, revocable, non-transferrable license to: (i) access and use the Applications on your device solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services. Any rights not expressly granted herein are reserved by Cliqrun.

 

RESTRICTIONS.

You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Cliqrun; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.

 

PROVISION OF THE SERVICES.

You acknowledge that portions of the Services may be made available under Cliqrun’s various brands or request options associated with delivery or logistics. You also acknowledge that the Services may be made available under such brands or request options by or in connection with: (i) certain of Cliqrun’s subsidiaries and affiliates; or (ii) independent Third Party Providers, including DELIVERY network company drivers, DELIVERY charter permit holders or holders of similar DELIVERY permits, authorizations or licenses.

 

THIRD PARTY SERVICES AND CONTENT.

The Services may be made available or accessed in connection with third party services and content (including advertising) that Cliqrun does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third party services and content. Cliqrun does not endorse such third party services and content and in no event shall Cliqrun be responsible or liable for any products or services of such third party providers. Additionally, Godaddy Inc., Apple Inc., Google, Inc., or Microsoft Corporation and/or their applicable international subsidiaries and affiliates will be third-party beneficiaries to this contract if you access the Services using Applications developed for Apple iOS, Android, or Microsoft Windows, mobile devices, respectively. These third party beneficiaries are not parties to this contract and are not responsible for the provision or support of the Services in any manner. Your access to the Services using these devices is subject to terms set forth in the applicable third party beneficiary’s terms of service.

 

OWNERSHIP.

The Services and all rights therein are and shall remain Cliqrun’s property or the property of SUMUNDI INC. Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner SUMUNDI INC.’s company names, logos, product and service names, trademarks or services marks or those of SUMUNDI INC.’s licensors.

 

 

3.  YOUR USE OF THE SERVICES

 

USER ACCOUNTS.

In order to use most aspects of the Services, you must register for and maintain an active personal user Services account (“Account”). You must be at least 18 years of age to obtain an Account. Account registration requires you to submit to Cliqrun certain personal information, such as your name and mobile phone number. You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information may result in your inability to access and use the Services or Cliqrun’s termination of these Terms with you. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by Cliqrun in writing, you may only possess one Account.

 

 

USER REQUIREMENTS AND CONDUCT.

The Service is not available for use by persons under the age of 18. You may not authorize third parties to use your Account, and you may not allow persons under the age of 18 to receive delivery or logistics services from Third Party Providers. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when using the Services, and you may only use the Services for lawful purposes (e.g., no delivery of unlawful or hazardous materials). You will not, in your use of the Services, cause nuisance, annoyance, inconvenience, or property damage, whether to the Third Party Provider or any other party. In certain instances you may be asked to provide proof of identity to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity.

 

TEXT MESSAGING.

By creating an Account, you agree that the Services may send you text (SMS) messages as part of the normal business operation of your use of the Services.

 

PROMOTIONAL CODES.

Cliqrun may, in Cliqrun’s sole discretion, create promotional codes that may be redeemed for Account credit, or other features or benefits related to the Services and/or a Third Party Provider’s services, subject to any additional terms that Cliqrun establishes on a per promotional code basis (“Promo Codes”). You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by Cliqrun; (iii) may be disabled by Cliqrun at any time for any reason without liability to Cliqrun; (iv) may only be used pursuant to the specific terms that Cliqrun establishes for such Promo Code; (v) are not valid for cash; and (vi) may expire prior to your use. Cliqrun reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other user in the event that Cliqrun determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or these Terms.

 

USER PROVIDED CONTENT.

Cliqrun may, in Cliqrun’s sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to Cliqrun through the Services textual, audio, and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions (“User Content”). Any User Content provided by you remains your property. However, by providing User Content to Cliqrun, you grant Cliqrun a worldwide, perpetual, irrevocable, transferrable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and Cliqrun’s business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.

You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant Cliqrun the license to the User Content as set forth above; and (ii) neither the User Content nor your submission, uploading, publishing or otherwise making available of such User Content nor Cliqrun’s use of the User Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Cliqrun in its sole discretion, whether or not such material may be protected by law. Cliqrun may, but shall not be obligated to, review, monitor, or remove User Content, at Cliqrun’s sole discretion and at any time and for any reason, without notice to you.

 

NETWORK ACCESS AND DEVICES.

You are responsible for obtaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from a wireless-enabled device and you shall be responsible for such rates and fees. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. Cliqrun does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

 

 

4.  PAYMENT

 

You understand that use of the Services may result in charges to you for the services or goods you receive from a Third Party Provider (“Charges”). After you have received services or goods obtained through your use of the Service, Cliqrun will facilitate your payment of the applicable Charges on behalf of the Third Party Provider as such Third Party Provider’s limited payment collection agent. Payment of the Charges in such manner shall be considered the same as payment made directly by you to the Third Party Provider. Charges paid by you are final and non-refundable, unless otherwise determined by Cliqrun. You retain the right to request lower Charges from a Third Party Provider for services or goods received by you from such Third Party Provider at the time you receive such services or goods. Cliqrun will respond accordingly to any request from a Third Party Provider to modify the Charges for a particular service or good.

As between you and Cliqrun, Cliqrun reserves the right to establish, remove and/or revise Charges for any or all services or goods obtained through the use of the Services at any time in Cliqrun’s sole discretion. Further, you acknowledge and agree that Charges applicable in certain geographical areas may increase substantially during times of high demand. Cliqrun will use reasonable efforts to inform you of Charges that may apply, provided that you will be responsible for Charges incurred under your Account regardless of your awareness of such Charges or the amounts thereof. Cliqrun may from time to time provide certain users with promotional offers and discounts that may result in different amounts charged for the same or similar services or goods obtained through the use of the Services, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Services or the Charges applied to you. You may elect to cancel your request for services or goods from a Third Party Provider at any time prior to such Third Party Provider’s arrival, in which case you may be charged a cancellation fee.

This payment structure is intended to fully compensate the Third Party Provider for the services or goods provided. Any representation by Cliqrun (on Cliqrun’s website, in the Application, or in Cliqrun’s marketing materials) to the effect that tipping is “voluntary,” “not required,” and/or “included” in the payments you make for services or goods provided is not intended to suggest that Cliqrun provides any additional amounts, beyond those described above, to the Third Party Provider. You understand and agree that, while you are free to provide additional payment as a gratuity to any Third Party Provider who provides you with services or goods obtained through the Service, you are under no obligation to do so. Gratuities are voluntary. After you have received services or goods obtained through the Service, you will have the opportunity to rate your experience and leave additional feedback about your Third Party Provider.

 

 

5.  DISCLAIMERS; LIMITATION OF LIABILITY; INDEMNITY.

 

DISCLAIMER.

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” CLIQRUN DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, CLIQRUN MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. CLIQRUN DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

 

LIMITATION OF LIABILITY.

CLIQRUN SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, EVEN IF CLIQRUN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CLIQRUN SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER, EVEN IF CLIQRUN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CLIQRUN SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND CLIQRUN’S REASONABLE CONTROL. YOU ACKNOWLEDGE THAT THIRD PARTY DELIVERY PROVIDERS PROVIDING DELIVERY SERVICES REQUESTED THROUGH SOME REQUEST BRANDS MAY OFFER PEER-TO-PEER DELIVERY SERVICES AND MAY NOT BE PROFESSIONALLY LICENSED OR PERMITTED. IN NO EVENT SHALL CLIQRUN’S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE SERVICES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED FOUR HUNDRED GHANA CEDIS (GHC400).

CLIQRUN’S SERVICES MAY BE USED BY YOU TO REQUEST AND SCHEDULE DELIVERY, GOODS OR LOGISTICS SERVICES WITH THIRD PARTY PROVIDERS, BUT YOU AGREE THAT CLIQRUN HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY DELIVERY, GOODS OR LOGISTICS SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.

THE LIMITATIONS AND DISCLAIMER IN THIS SECTION 5 DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

 

INDEMNITY.

You agree to indemnify and hold Cliqrun and its officers, directors, employees and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees) arising out of or in connection with: (i) your use of the Services or services or goods obtained through your use of the Services; (ii) your breach or violation of any of these Terms; (iii) Cliqrun’s use of your User Content; or (iv) your violation of the rights of any third party, including Third Party Providers.

 

 

 

6.  LOST PROPERTY

 

You understand and agree that it is your responsibility to ensure that you check your parcels before the delivery guy leaves.  Should you leave your property with a Third Party Provider, the Third Party Provider may hand over your property to you, Cliqrun or to the Cliqrun local service entity.

Whilst you may expect Third Party Providers to hand over your property to you, the offices of Cliqrun or the Cliqrun local service entity, Cliqrun or the Cliqrun local service entity shall not be held liable in the event of the Third Party Provider not handing over your property as expected. Moreover, Cliqrun or the Cliqrun local service entity shall not be liable for the loss or damage to your property whilst it is in transit.

Whilst Cliqrun or the Cliqrun local service entity will take reasonable steps to establish the owner of property left in a Third Party Provider’s vehicle if returned to the offices of Cliqrun or the Cliqrun local service entity, when your property is in Cliqrun’s or the Cliqrun local service entity’s possession, you understand and agree that: (i) Cliqrun or the Cliqrun local service entity will only keep your property in its possession for a maximum period of three months from the date on which the Third Party Provider handed your property to Cliqrun or the Cliqrun local service entity; and (ii) should you fail to collect your property from Cliqrun or the Cliqrun local service entity before the expiry of the three month period stipulated, Cliqrun or the Cliqrun local service entity will be entitled to deal with your property as it deems fit and you shall have no claim whatsoever against Cliqrun or the Cliqrun local service entity in respect of your unclaimed property.

 

 

7.  GOVERNING LAW; ARBITRATION.

 

Except as otherwise set forth in these Terms, these Terms shall be exclusively governed by and construed in accordance with the laws of Ghana, excluding its rules on conflicts of laws. You and Cliqrun agree that any dispute, claim or controversy arising out of or relating to (a) these Terms or the existence, breach, termination, enforcement, interpretation, damage or loss of property or validity thereof, or (b) your access to or use of the Services at any time, whether before or after the date you agreed to the Terms, will be settled by binding arbitration between you and Cliqrun, and not in a court of law. The arbitration will be administered by Alternative Dispute Resolution Act 2010 of Ghana. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the Alternative Dispute Resolution Act 2010.

Unless you and Cliqrun otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed GHC400, then the arbitration will be conducted solely on the basis of documents you and Cliqrun submit to the Arbitrator, unless you request a hearing or the Arbitrator determines that a hearing is necessary. If your claim exceeds GHC400, your right to a hearing will be determined by the Alternative Dispute Resolution Act 2010. Subject to the Alternative Dispute Resolution Act 2010, the Arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

The Arbitrator will render an award within the time frame specified in the Alternative Dispute Resolution Act 2010. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. The Arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. An Arbitrator’s decision shall be final and binding on all parties. An Arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law. Cliqrun will not seek, and hereby waives all rights Cliqrun may have under applicable law to recover, attorneys' fees and expenses if Cliqrun prevails in arbitration.

Your responsibility to pay any Alternative Dispute Resolution filing, administrative and arbitrator fees will be solely as set forth in the Alternative Dispute Resolution Act 2010.

If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.

 

 

 

 

8.  OTHER PROVISIONS

 

CLAIMS OF COPYRIGHT INFRINGEMENT.

Claims of copyright infringement should be sent to Cliqrun’s designated agent. Please visit Cliqrun’s web page at Cliqrun.com/legal for the designated address and additional information.

 

NOTICE.

Cliqrun may give notice by means of a general notice on the Services, electronic mail to your email address in your Account, or by written communication sent to your address as set forth in your Account. You may give notice to Cliqrun by written communication to Cliqrun's address at P. O. Box CT3965 Cantonments – Accra.

 

GENERAL.

You may not assign or transfer these Terms in whole or in part without Cliqrun’s prior written approval. You give your approval to Cliqrun for it to assign or transfer these Terms in whole or in part, including to: (i) a subsidiary or affiliate; (ii) an acquirer of Cliqrun’s equity, business or assets; or (iii) a successor by merger. No joint venture, partnership, employment or agency relationship exists between you, Cliqrun or any Third Party Provider as a result of the contract between you and Cliqrun or use of the Services.

If any provision of these Terms is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of these Terms but the legality, validity and enforceability of the other provisions in these Terms shall not be affected. In that event, the parties shall replace the illegal, invalid or unenforceable provision or part thereof with a provision or part thereof that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable provision or part thereof, given the contents and purpose of these Terms. These Terms constitute the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In these Terms, the words “including” and “include” mean “including, but not limited to.”

 

 

INDIVIDUAL TRANSPORTERS SERVICES AGREEMENT

Last update: May 4, 2018

 

This Partners Agreement (“Agreement”) constitutes a legal agreement between you, an individual (“you”) in the business of providing Delivery and Errand Services (as defined below) (“Customer”) and Sumundi Inc., a private limited liability company established in Accra, Ghana. Registered under the COMPANIES ACT 1963.

 

Sumundi Inc. provides the Cliqrun Services (as defined below) for the purpose of providing lead generation to Delivery and Errand Services providers. The Cliqrun Services enable an authorized delivery and errand services provider to provide delivery and errand services to an authorized user of Cliqrun’s applications. Customer is authorized to provide delivery and errand services in Ghana and jurisdiction(s) in which it operates, and it desires to enter into this Agreement for the purpose of accessing and using the Cliqrun Services to enhance its delivery and errand services business.

Customer acknowledges and agrees that Cliqrun is a technology services provider that does not provide Delivery and Errand Services, function as a delivery and errand carrier or agent for the delivery of packages.

In order to use the Cliqrun Services, Customer must agree to the terms and conditions that are set forth below. Upon Customer’s execution (electronic or otherwise) of this Agreement, Customer and Cliqrun shall be bound by the terms and conditions set forth herein.  

 

1. Definitions

1.1. “Affiliate means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest, the majority of the voting rights of such entity, the ability of such entity to ensure that the activities and business of that Affiliate are conducted in accordance with the wishes of that entity or the right to receive the majority of the income of that Affiliate on any distribution by it of all of its income or the majority of its assets on a winding up.

 

1.2. “City Addendum means an addendum or supplemental information to this Agreement setting forth additional Territory-­specific terms, as made available and as updated by Cliqrun from time to time.

1.3. “Device means a Cliqrun Device or Transporter-Provided Device, as the case maybe.

1.4. “Transporter means a principal, employee or contractor of Customer: (a) who meets the then ­current requirements of Cliqrun or any of its Affiliates in the Territory to be an active transporter using the Cliqrun Services; (b) whom Cliqrun, or any of its Affiliates in the Territory, authorizes to access the Cliqrun Services to provide Delivery and errand Services on behalf of Customer; and(c) who has entered into the Transporter Addendum.

1.5. “Transporter Addendum means the terms and conditions that Customer is required to enter into with Transporter prior to such Transporter providing Delivery and errand Services on behalf of Customer (as may be updated by Cliqrun from time to time).

1.6. “Transporter App means Cliqrun’s mobile application that enables delivery and errand services providers to access the Cliqrun Services for the purpose of providing Delivery and errand Services to Users, as may be updated or modified by Cliqrun at its discretion from time to time.

1.7. “Transporter ID means the identification and password key assigned by Cliqrun to a Transporter that enables Transporter to use and access the Transporter App.

1.8. “TransporterProvided Device means a mobile device owned or controlled by Customer or a Transporter: (a) that meets the then ­current Cliqrun specifications for mobile devices and (b) on which the Transporter App has been installed as authorized by Cliqrun solely for the  purpose of providing Delivery and errand Services.

1.9. “Fare” has the meaning set forth in Section 4.1.

1.10. “Service Fee has them meaning set forth in Section4.4.

1.11. “Territory means the city or metro areas in which Customer and its Transporters are enabled by the Transporter App to provide Delivery and errand Services.

1.12. “Tolls means any applicable road, bridge, ferry, tunnel and airport charges and fees, including inner-­city congestion, environmental or similar charges as reasonably determined by the Cliqrun Services based on available information.

1.13. “Delivery and errand Services means the provision of delivery and errand services to Users via the Cliqrun Services in the Territory by Customer and its Transporters using the Logistics.

1.14. “Cliqrun Data means all data related to the access and use of the Cliqrun Services here under, including all data related to Users (including User Information), all data related to the provision of Delivery and errand Services via the Cliqrun Services and the Transporter App, and the Transporter ID.

1.15. “Cliqrun Device means a mobile device owned or controlled by Cliqrun that is provided to Customer or Transporter for the purpose of such Transporter using the Transporter App to provide Delivery and errand Services.

1.16. “Cliqrun Services mean Cliqrun’s electronic services rendered via a digital technology platform, being on­demand intermediary and related services that enable delivery and errand providers to provide Delivery and errand Services to Users seeking Delivery and errand Services; such Cliqrun Services include access to the Transporter App and Cliqruns related software, websites, payment services as described in Section 4 below, and related support services systems, as may be updated or modified by Cliqrun at its discretion from time to time.

1.17. “User means an end user authorized by Cliqrun to use Cliqrun’s mobile application for the purpose of obtaining Delivery and Errand Services offered by Cliqrun’s delivery and errand provider customers.

1.18. “User Information means information about User made available to Customer or a Transporter in connection with such User’s request for and use of Delivery and errand Services, which may include the User’s name, pick-­up location, delivery location, request details, and contact information.

1.19. “Logistics means any Logistics of Customer that: (a) meets the then­current requirements of Cliqrun or any of its Affiliates in the Territory for Logistics on the Cliqrun Services; and (b) Cliqrun authorizes for use by a Transporter for  the purpose of providing Delivery and Errand Services on behalf of Customer.

 

 

2.     Use of the Cliqrun Services

2.1. Transporter IDs Cliqrun will issue you a Transporter ID to enable you to access and use the Transporter App on a Device in accordance with this Agreement. You acknowledge and agree that you are required to fulfill a request for Delivery and Errand Services using the Transporter App at least once a month to maintain an active Transporter profile, and Company reserves the right to deactivate your Transporter ID if you have not fulfilled a request for Delivery and Errand Services using the Transporter App at least once a month. You agree that you will maintain your Transporter ID in confidence and not share your Transporter ID with any third party. You will immediately notify Company of any actual or suspected breach or improper use or disclosure of your Transporter ID or the Transporter App.

 

2.2. Provision of Delivery and errand Services. When the Transporter App is active, User requests for Delivery and Errand Services may appear to you via the Transporter App. If you accept a User’s request for Delivery and Errand Services, the Cliqrun Services will provide you with certain User Information via the Transporter App, including the User’s first name, delivery and pickup location. It is recommended that you wait at least ten (10) minutes for a User to show up at the requested pickup location. You acknowledge and agree that once you have accepted a User’s request for Delivery and Errand Services, Cliqrun’s application may provide certain information about you to the User, including your first name, contact information, and your Logistics’ make and license plate number. You shall not contact any Users for any reason except for the purposes of fulfilling Delivery and Errand Services. As between Company and you, you acknowledge and agree that: (a) you shall be solely responsible for determining the most effective, efficient and safe manner to perform each instance of Delivery and Errand Services; and (b) except for the Cliqrun Services or any Company Devices (if applicable), you shall provide all necessary equipment, tools and other materials, at your own expense, necessary to perform Delivery and Errand Services.

 

2.3. Your Relationship with Users. You acknowledge and agree that your provision of Delivery and Errand Services to Users creates a direct business relationship between you and the User. Company is not responsible or liable for the actions or inactions of a User in relation to your activities or your logistics. You shall have the sole responsibility for any obligations or liabilities to Users or third parties that arise from your provision of Delivery and Errand Services. You acknowledge and agree that you are solely responsible for taking such precautions as may be reasonable and proper (including maintaining adequate insurance that meets the requirements of all applicable laws) regarding any acts or omissions of a User or third party. You acknowledge and agree that Company may release your contact and/or insurance information to a User upon such User’s reasonable request. You acknowledge and agree that all parcels should be transported directly to their specified destination, as directed by the applicable User, without unauthorized interruption or unauthorized stops.

 

2.4. Your Relationship with Cliqrun. You acknowledge and agree that Company’s provision to you of the Transporter App and the Cliqrun Services creates a direct business relationship between Company and you. Company does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of Delivery and Errand Services, your acts or omissions, or your operation and maintenance of your Logistics. You retain the sole right to determine when and for how long you will utilize the Transporter App or the Cliqrun Services. You retain the option, via the Transporter App, to attempt to accept or to decline or ignore a User’s request for Delivery and Errand Services via the Cliqrun Services, or to cancel an accepted request for Delivery and Errand Services via the Transporter App, subject to Company’s thencurrent cancellation policies. With the exception of any signage required by local law or permit/license requirements, Company shall have no right to require you to: (a) display Companys or any of its Affiliates names, logos or colors on your Logistics(s); or (b) wear a uniform or any other clothing displaying Company’s or any of its Affiliates’ names, logos or colors. You acknowledge and agree that you have complete discretion to provide services or otherwise engage in other business or employment activities. For the sake of clarity, you understand that you retain the complete right to; (i) use other software application services in addition to the Cliqrun Services; and (ii) engage in any other occupation or business. Company retains the right to, at any time at Company's sole discretion, deactivate or otherwise restrict you from accessing or using the Transporter App or the Cliqrun Services in the event of a violation of this Agreement, your disparagement of Company or any of its Affiliates, your act or omission that causes harm to Company’s or its Affiliates’ brand, reputation or business as determined by Company in its sole discretion, or for any other reason at the reasonable discretion of Company. Customer or any Transporter from accessing or using the Transporter App or the Cliqrun Services for any other reason at the sole and reasonable discretion of Cliqrun.

 

 

2.5        Ratings.

2.5.1     You acknowledge and agree that after receiving Delivery and Errand Services, a User will be prompted by Cliqrun’s application to provide a rating of you and such Delivery and Errand Services and, optionally, to provide comments or feedback about you and such Delivery and Errand Services.

 

2.5.2     You acknowledge that Company desires that Users have access to highquality services via Cliqruns application. In order to continue to receive access to the Transporter App and the Cliqrun Services, you must maintain an average rating by Users that exceeds the minimum average acceptable rating established by Company for your Territory, as may be updated from time to time by Company in its sole discretion (“Minimum Average Rating”). In the event your average rating falls below the Minimum Average Rating, Company will notify you and may provide you, in Company’s discretion, a limited period of time to raise your average rating above the Minimum Average Rating. If you do not increase your average rating above the Minimum Average Rating within the time period allowed (if any), Company reserves the right to deactivate your access to the Transporter App and the Cliqrun Services. Commission rates are also linked to your rating, the higher your rating for a particular delivery or errand service, the lower the commission you will pay on the service.

 

2.5.3     Company and its Affiliates reserve the right to use, share and display your and User ratings and comments in any manner in connection with the business of Company and its Affiliates without attribution to you or your approval. You acknowledge and agree that Company and its Affiliates are distributors (without any obligation to verify) and not publishers of your and User ratings and comments, provided that Company and its Affiliates reserve the right to edit or remove comments in the event that such comments include obscenities or other objectionable content, include an individual’s name or other personal information, or violate any privacy laws, other applicable laws, or Company’s or its Affiliates’ content policies.

 

3.         You and Your Logistics

3.1        Your Requirements. You acknowledge and agree that at all times, you shall: (a) hold and maintain (i) a valid Driver’s license with the appropriate level of certification to operate your Logistics, and (ii) all licenses, permits, approvals and authority applicable to you that are necessary to provide Delivery and Errand services to third parties in the Territory; (b) possess the appropriate and current level of training, expertise and experience to provide Delivery and Errand Services in a professional manner with due skill, care and diligence; and (c) maintain high standards of professionalism, service and courtesy. You acknowledge and agree that you may be subject to certain background and driving record checks from time to time in order to qualify to provide, and remain eligible to provide, Delivery and Errand Services. You acknowledge and agree that Company reserves the right, at any time in Company’s sole discretion, to deactivate or otherwise restrict you from accessing or using the Transporter App or the Cliqrun Services if you fail to meet the requirements set forth in this Agreement.

 

3.2        Logistics Requirements. You acknowledge and agree that your Logistics shall at all times be: (a) properly registered and licensed to operate as a Delivery and Errand Logistics in the Territory; (b) owned or leased by you, or otherwise in your lawful possession; (c) suitable for performing the passenger Delivery and Errand services contemplated by this Agreement; and (d) maintained in good operating condition, consistent with industry safety and maintenance standards for a Logistics of its kind and any additional standards or requirements in the applicable Territory, and in a clean and sanitary condition.

 

3.3        Documentation. To ensure your compliance with all requirements in Sections 3.1 and 3.2 above, you must provide Company with written copies of all such licenses, permits, approvals, authority, registrations and certifications prior to your provision of any Delivery and Errand Services. Thereafter, you must submit to Company written evidence of all such licenses, permits, approvals, authority, registrations and certifications as they are renewed. Company shall, upon request, be entitled to review such licenses, permits, approvals, authority, registrations and certifications from time to time, and your failure to provide or maintain any of the foregoing shall constitute a material breach of this Agreement.

 

Financial Terms

4.1. Fare Calculation and Customer Payment. You are entitled to charge a fare for each instance of completed Delivery and Errand Services provided to a User that are obtained via the Cliqrun Services (“Fare”), where such Fare is calculated based upon base fare amounts plus distance (a determined by Cliqrun using location based services enabled through the Device). You are also entitled to charge User for any Tolls, taxes or fees incurred during the provision of Delivery and Errand Services, and, if applicable. You: (i) appoint Company as your limited payment collection agent solely for the purpose of accepting the Fare, applicable Tolls and, depending on the region and/or if requested by you, applicable taxes and fees from the User on your behalf via the payment processing functionality facilitated by the Cliqrun Services; and (ii) agree that payment made by User to Company shall be considered the same as payment made directly by User to you. In addition, the parties acknowledge and agree that as between you and Company, the Fare is a recommended amount, and the primary purpose of the prearranged Fare is to act as the default amount in the event you do not negotiate a different amount. You shall always have the right to: (i) charge a fare that is less than the prearranged Fare; or (ii) negotiate, at your request, a Fare that is lower than the prearranged Fare (each of (i) and (ii) herein, a Negotiated Fare”). Cliqrun shall consider all such requests from you in good faith. Cliqrun agrees to remit to you on at least a weekly basis: (a) the Fare less the applicable Service Fee; (b) the Tolls; and (c) depending on the region, certain ancillary fees. Cliqrun will not keep not more than seventy cedis (GHC70) of your money.

 

4.2        Changes to Fare Calculation. Cliqrun reserves the right to change the Fare Calculation at any time in Cliqrun’s discretion based upon local market factors, and Cliqrun will provide you with notice in the event of such change that would result in a change in the recommended Fare for each instance of completed Delivery and Errand Services. Continued use of the Cliqrun Services after any such change in the Fare Calculation shall constitute your consent to such change.

 

4.3        Fare Adjustment. Cliqrun reserves the right to: (i) adjust the Fare for a particular instance of Delivery and Errand Services or (ii) cancel the Fare for a particular instance of Delivery and Errand Services (e.g. User is charged for Delivery and Errand Services that were not provided, in the event of a User complaint, fraud, etc.). Cliqrun’s decision to reduce or cancel the Fare in any such manner shall be exercised in a reasonable manner.

 

4.4        Service Fee. In consideration of Cliqrun’s provision of the Transporter App and the Cliqrun Services for your use and benefit hereunder, you agree to pay Cliqrun a service fee on a per Delivery and Errand Services transaction basis calculated as a percentage of the Fare (regardless of any Negotiated Fare), as provided or otherwise made available by Cliqrun from time to time for the applicable Territory (“Service Fee”). You are responsible for paying his own tax. Cliqrun reserves the right to change the Service Fee at any time in Cliqrun’s discretion based upon local market factors, and Cliqrun will provide notice to Customer in the event of such change. Continued use of the Cliqrun Services after any such change in the Service Fee calculation shall constitute Customer’s consent to such change.

 

4.5        Cancellation Charges. You acknowledge and agree that Users may elect to cancel requests for Delivery and Errand Services that have been accepted by you via the Transporter App at any time prior to your arrival. In the event that a User cancels an accepted request for Delivery and Errand Services, Cliqrun may charge the User a cancellation fee on your behalf. If charged, this cancellation fee shall be deemed the Fare for the cancelled Delivery and Errand Services for the purpose of remittance to you hereunder.

 

 

4.6        No Additional Amounts. You acknowledge and agree that, for the mutual benefit of the parties, through advertising and marketing, Cliqrun and its Affiliates may seek to attract new Users to Cliqrun and to increase existing Users’ use of Cliqrun’s application. You acknowledge and agree such advertising or marketing does not entitle you to any additional monetary amounts beyond the amounts expressly set forth in this Agreement.

 

4.7        Taxes. You acknowledge and agree that you are responsible for collecting and remitting all applicable gross receipts, sales and use, excise or any other transaction tax on the provision of Delivery and Errand Services.

 

 

 

5.         Proprietary Rights; License

5.1        License Grant. Subject to the terms and conditions of this Agreement, Cliqrun hereby grants you a nonexclusive, nontransferable, nonsub licensable, nonassignable license, during the term of this Agreement, to use the Cliqrun Services (including the Transporter App on a Device) solely for the purpose of providing Delivery and Errand Services to Users and tracking resulting Fares and Fees. All rights not expressly granted to you are reserved by Cliqrun, its Affiliates and their respective licensors.

 

5.2        Restrictions. You shall not, and shall not allow any other party to: (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise provide or make available to any other party the Cliqrun Services, Transporter App or any Cliqrun Device in any way; (b) modify or make derivative works based upon the Cliqrun Services or Transporter App; (c) improperly use the Cliqrun Services or Transporter App, including creating Internet “links” to any part of the Cliqrun Services or Transporter App, “framing” or “mirroring” any part of the Cliqrun Services or Transporter App on any other websites or systems, or “scraping” or otherwise improperly obtaining data from the Cliqrun Services or Transporter App; (d) reverse engineer, decompile, modify, or disassemble the Cliqrun Services or Transporter App, except as allowed under applicable law; or (e) send spam or otherwise duplicative or unsolicited messages. In addition, you shall not, and shall not allow any other party to, access or use the Cliqrun Services or Transporter App to: (i) design or develop a competitive or substantially similar product or service; (ii) copy or extract any features, functionality, or content thereof; (iii) launch or cause to be launched on or in connection with the Cliqrun Services an automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burden or hinder the operation and/or performance of the Cliqrun Services; or (iv) attempt to gain unauthorized access to the Cliqrun Services or its related systems or networks.

 

5.3        Ownership. The Cliqrun Services, Transporter App and Cliqrun Data, including all intellectual property rights therein, and the Cliqrun Devices are and shall remain (as between you and Cliqrun) the property of Cliqrun, its Affiliates or their respective licensors. Neither this Agreement nor your use of the Cliqrun Services, Transporter App or Cliqrun Data conveys or grants to you any rights: (a) in or related to the Cliqrun Services, Transporter App or Cliqrun Data, except for the limited license granted above; or (b) to use or reference in any manner Cliqrun’s, its Affiliates’, or their respective licensors’ Cliqrun names, logos, product and service names, trademarks, services marks or other indicia of ownership.

 

6.         Confidentiality

6.1        Each party acknowledges and agrees that in the performance of this Agreement it may have access to or may be exposed to, directly or indirectly, confidential information of the other party ("Confidential Information"). Confidential Information includes Cliqrun Data, Transporter IDs, User Information, and the transaction volume, marketing and business plans, business, financial, technical, operational and such other nonpublic information of each party that such party designates as being proprietary or confidential or of which the other party should reasonably know that it should be treated as confidential.

 

6.2        Each party acknowledges and agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing party; (b) it shall not use Confidential Information of the other party for any purpose except in furtherance of this Agreement; (c) it shall not disclose Confidential Information of the other party to any third party, except to its employees, officers, contractors, agents and service providers ("Permitted Persons") as necessary to perform under this Agreement, provided Permitted Persons are bound in writing to obligations of confidentiality and non-­use no less protective than the terms hereof; and (d) it shall return or destroy all Confidential Information of the disclosing party, upon the termination of this Agreement or at the request of the other party (subject to applicable law and, with respect to Cliqrun, its internal record-­keeping requirements).

 

6.3        Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it: (a) is or becomes part of the public domain through no act or omission on the part of the receiving party; (b) was possessed by the receiving party prior to the date of this Agreement without an obligation of confidentiality; (c) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto; or (d) is required to be disclosed pursuant to law, court order, subpoena or governmental authority, provided the receiving party notifies the disclosing party thereof and provides the disclosing party a reasonable opportunity to contest or limit such required disclosure.

 

7.         Privacy

7.1        Disclosure of Your Information. Subject to applicable law and regulation, Cliqrun and its Affiliates may, but shall not be required to, provide to you, a User, an insurance Cliqrun and/or relevant authorities and/or regulatory agencies any information (including personal information (e.g., information obtained about you through any background check) and any Cliqrun Data) about you or any Delivery and Errand Services provided hereunder if: (a) there is a complaint, dispute or conflict, including an accident, between you and a User; (b) it is necessary to enforce the terms of this Agreement; (c) it is required, in Cliqrun’s or any Affiliate’s sole discretion, by applicable law or regulatory requirements (e.g., Cliqrun or its Affiliates receive a subpoena, warrant, or other legal process for information); or (d) it is necessary, in Cliqrun’s or any Affiliate’s sole discretion, to protect the safety, rights, property or security of Cliqrun or its Affiliates, the Cliqrun Services or any third party; to protect the safety of the public for any reason; to detect, prevent or otherwise address fraud, security or technical issues; and/or to prevent or stop activity Cliqrun or its Affiliates, in their sole discretion, may consider to be, or to pose a risk of being, an illegal, unethical, or legally actionable activity).

 

7.2        Cliqrun and its Affiliates may collect your personal data during the course of your application for, and use of, the Cliqrun Services, which information may be stored, processed, and accessed by Cliqrun and its Affiliates for business purposes, including for marketing, lead generation, service development and improvement, analytics, industry and market research, and such other purposes consistent with Cliqrun’s and its Affiliates’ legitimate business needs. You expressly consent to such use of personal data.

8.         Insurance

8.1        You agree to maintain during the term of this Agreement on all Logistics operated by you under this Agreement automobile liability insurance that provides protection against bodily injury and property damage to third parties at levels of coverage that satisfy the minimum requirements to operate a private vehicle on the public roads within the Territory. This coverage must also include any nofault coverage required by law in the Territory that may not be waived by an insured. You agree to provide Cliqrun and its Affiliates a copy of the insurance policy, policy declarations, proof of insurance identification card and proof of premium payment for the insurance policy required in this Section 8.1 upon request. Furthermore, you must provide Cliqrun with written notice of cancellation of any insurance policy required by Cliqrun. Cliqrun shall have no right to control your selection or maintenance of your policy. You must be a named insured or individually rated Transporter, for which a premium is charged, on the insurance policy required in this Section 8.1 at all times.

 

8.2        You understand and acknowledge that your personal automobile insurance policy may not afford liability, comprehensive, collision, medical payments, personal injury protection, uninsured motorist, underinsured motorist, or other coverage for the Delivery and Errand Services you provide pursuant to this Agreement. If you have any questions or concerns about the scope or applicability of your own insurance coverage, it is your responsibility, not Cliqrun’s, to resolve them with your insurer(s).

 

8.3        Cliqrun may maintain during the term of this Agreement insurance related to your provision of Delivery and Errand Services as determined by Cliqrun in its reasonable discretion, provided that Cliqrun and its Affiliates are not required to provide you with any specific insurance coverage for any loss to you or your Logistics. You are required to promptly notify Cliqrun of any accidents that occur while providing Delivery and Errand Services and to cooperate and provide all necessary information related thereto.

 

9.         Representations and Warranties; Disclaimers

9.1        By You. You hereby represent and warrant that: (a) you have full power and authority to enter into this Agreement and perform your obligations hereunder; (b) you have not entered into, and during the term will not enter into, any agreement that would prevent you from complying with this Agreement; and (c) you will comply with all applicable laws in your performance of this Agreement, including holding and complying with all permits, licenses, registrations and other governmental authorizations necessary to provide (i) Delivery and Errand Services using the Logistics pursuant to this Agreement, and (ii) Delivery and Errand services to third parties in the Territory generally.

 

9.2        Disclaimer of Warranties. CLIQRUN AND ITS AFFILIATES PROVIDE, AND YOU ACCEPT, THE CLIQRUN SERVICES, TRANSPORTER APP AND THE CLIQRUN DEVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS. CLIQRUN AND ITS AFFILIATES DO NOT REPRESENT, WARRANT OR GUARANTEE THAT YOUR ACCESS TO OR USE OF THE CLIQRUN SERVICES, TRANSPORTER APP OR THE CLIQRUN DEVICES: (A) WILL BE UNINTERRUPTED OR ERROR FREE; OR (B) WILL RESULT IN ANY REQUESTS FOR DELIVERY AND ERRAND SERVICES. CLIQRUN AND ITS AFFILIATES FUNCTION AS AN ONDEMAND LEAD GENERATION AND RELATED SERVICE ONLY AND MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES AS TO THE ACTIONS OR INACTIONS OF THE USERS WHO MAY REQUEST OR RECEIVE DELIVERY AND ERRAND SERVICES FROM YOU, AND CLIQRUN AND ITS AFFILIATES DO NOT SCREEN OR OTHERWISE EVALUATE USERS. BY USING THE CLIQRUN SERVICES AND TRANSPORTER APP, YOU ACKNOWLEDGE AND AGREE THAT YOU MAY BE INTRODUCED TO A THIRD PARTY THAT MAY POSE HARM OR RISK TO YOU OR OTHER THIRD PARTIES. YOU ARE ADVISED TO TAKE REASONABLE PRECAUTIONS WITH RESPECT TO INTERACTIONS WITH THIRD PARTIES ENCOUNTERED IN CONNECTION WITH THE USE OF THE CLIQRUN SERVICES OR TRANSPORTER APP.NOTWITHSTANDING CLIQRUN’S APPOINTMENT AS THE LIMITED PAYMENT COLLECTION AGENT OF YOU FOR THE PURPOSE OF ACCEPTING PAYMENT FROM USERS ON YOUR BEHALF AS SET FORTH IN SECTION 4 ABOVE, CLIQRUN AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL LIABILITY FOR ANY ACT OR OMISSION OF YOU, ANY USER OR OTHER THIRD PARTY.

 

9.3        No Service Guarantee. CLIQRUN AND ITS AFFILIATES DO NOT GUARANTEE THE AVAILABILITY OR UPTIME OF THE CLIQRUN SERVICES OR TRANSPORTER APP. YOU ACKNOWLEDGE AND AGREE THAT THE CLIQRUN SERVICES OR TRANSPORTER APP MAY BE UNAVAILABLE AT ANY TIME AND FOR ANY REASON (e.g., DUE TO SCHEDULED MAINTENANCE OR NETWORK FAILURE). FURTHER, THE CLIQRUN SERVICES OR TRANSPORTER APP MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, AND CLIQRUN AND ITS AFFILIATES ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES, LIABILITIES OR LOSSES RESULTING FROM SUCH PROBLEMS.

 

10.        Indemnification. You shall indemnify, defend (at Cliqrun’s option) and hold harmless Cliqrun 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 contributions and taxes arising out of or related to: (a) your breach of your representations, warranties or obligations under this Agreement; or (b) a claim by a third party (including Users, regulators and governmental authorities) directly or indirectly related to  your provision of Delivery and Errand Services or use of the Cliqrun Services.

 

11.        Limits of Liability. CLIQRUN AND ITS AFFILIATES SHALL NOT BE LIABLE UNDER OR RELATED TO THIS AGREEMENT FOR ANY OF THE FOLLOWING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES: (i) ANY INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR OTHER INDIRECT DAMAGES OF ANY TYPE OR KIND; OR (ii) YOUR OR ANY THIRD PARTY’S PROPERTY DAMAGE, OR LOSS OR INACCURACY OF DATA, OR LOSS OF BUSINESS,REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE. EXCEPT FOR CLIQRUN’S OBLIGATIONS TO PAY AMOUNTS DUE TO YOU PURSUANT TO SECTION 4 ABOVE, BUT SUBJECT TO ANY LIMITATIONS OR OTHER PROVISIONS CONTAINED IN THIS AGREEMENT WHICH ARE APPLICABLE THERETO, IN NO EVENT SHALL THE LIABILITY OF CLIQRUN OR ITS AFFILIATES UNDER THIS AGREEMENT EXCEED THE AMOUNT OF SERVICE FEES ACTUALLY PAID TO OR DUE TOCLIQRUN HEREUNDER IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

12.        Term and Termination

12.1      Term. This Agreement shall commence on the date accepted by you and shall continue until terminated as set forth herein.

 

12.2      Termination. Either party may terminate this Agreement: (a) without cause at any time upon seven (7) days prior written notice to the other party; (b) immediately, without notice, for the other party’s material breach of this Agreement; or (c) immediately, without notice, in the event of the insolvency or bankruptcy of the other party, or upon the other party’s filing or submission of request for suspension of payment (or similar action or event) against the terminating party. In addition, Cliqrun may terminate this Agreement or deactivate your Transporter ID immediately, without notice, with respect to you in the event you no longer qualify, under applicable law or the standards and policies of Cliqrun and its Affiliates, to provide Delivery and Errand Services or to operate the Logistics, or as otherwise set forth in this Agreement.

 

12.3      Effect of Termination. Upon termination of the Agreement, you shall: (a) promptly return to Cliqrun all Cliqrun Devices; and (b) immediately delete and fully remove the Transporter App from any of Your Devices. Outstanding payment obligations and Sections 1, 2.3, 2.5.3, 4.7, 4.8, 5.3, 6, 7, 9, 10, 11, 12.3, 13, 14 and 15 shall survive the termination of this Agreement.

 

13.        Relationship of the Parties

13.1      Except as otherwise expressly provided herein with respect to Cliqrun acting as the limited payment collection agent solely for the purpose of collecting payment from Users on your behalf, the relationship between the parties under this Agreement is solely that of independent contractors. The parties expressly agree that: (a) this Agreement is not an employment agreement, nor does it create an employment relationship, between Cliqrun and you; and (b) no joint venture, partnership, or agency relationship exists between Cliqrun and you.

 

13.2      You have no authority to bind Cliqrun or its Affiliates and you undertake not to hold yourself out as an employee, agent or authorized representative of Cliqrun or its Affiliates. Where, by implication of mandatory law or otherwise, you may be deemed an agent or representative of Cliqrun, you undertake and agree to indemnify, defend (at Cliqrun’s option) and hold Cliqrun and its Affiliates harmless from and against any claims by any person or entity based on such implied agency or representative relationship.

 

 

14.        Miscellaneous Terms

14.1      Modification. Cliqrun reserves the right to modify the terms and conditions of this Agreement at any time, effective upon publishing an updated version of this Agreement on the portal available to you on the Cliqrun Services. Cliqrun reserves the right to modify any information referenced at hyperlinks from this Agreement from time to time. You hereby acknowledge and agree that, by using the Cliqrun Services, or downloading, installing or using the Transporter App, you are 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. Continued use of the Cliqrun Services or Transporter App after any such changes shall constitute your consent to such changes. Unless changes are made to the arbitration provisions herein, you acknowledge and agree that modification of this Agreement does not create a renewed opportunity to opt out of arbitration.

 

14.2      Supplemental Terms. Supplemental terms may apply to your use of the Cliqrun Services, such as use policies or terms related to certain features and functionality, which may be modified from time to time (“Supplemental Terms”). You may be presented with certain Supplemental Terms from time to time. Supplemental Terms are in addition to, and shall be deemed a part of, this Agreement. Supplemental Terms shall prevail over this Agreement in the event of a conflict.

 

14.3      Severability. If any provision of this Agreement is or becomes invalid or nonbinding, the parties shall remain bound by all other provisions hereof. In that event, the parties shall replace the invalid or nonbinding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or nonbinding provision, given the contents and purpose of this Agreement.

 

14.4      Assignment. Neither party shall assign or transfer this Agreement or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of the other party; provided that Cliqrun may assign or transfer this Agreement or any or all of its rights or obligations under this Agreement from time to time without consent: (a) to an Affiliate; or (b) to an acquirer of all or substantially all of Cliqrun’s business, equity or assets.

 

14.5      Entire Agreement. This Agreement, including all Supplemental Terms, constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In this Agreement, the words “including” and “include” mean “including, but not limited to.”

 

14.6      No Third Party Beneficiaries. There are no third party beneficiaries to this Agreement. Nothing contained in this Agreement is intended to or shall be interpreted to create any third-­party beneficiary claims.

 

14.7      Notices. Any notice delivered by Cliqrun to you under this Agreement will be delivered by email to the email address associated with your account or by posting on the portal available to you on the Cliqrun Services. Any notice delivered by you to Cliqrun under this Agreement will be delivered by contacting Cliqrun. Additional Territoryspecific notices may be required from time to time.

 

15.        Governing Law; Arbitration

Except as otherwise set forth in these Terms, these Terms shall be exclusively governed by and construed in accordance with the laws of Ghana, excluding its rules on conflicts of laws. You and Cliqrun agree that any dispute, claim or controversy arising out of or relating to (a) these Terms or the existence, breach, termination, enforcement, interpretation, damage or loss of property or validity thereof, or (b) your access to or use of the Services at any time, whether before or after the date you agreed to the Terms, will be settled by binding arbitration between you and Cliqrun, and not in a court of law. The arbitration will be administered by Alternative Dispute Resolution Act 2010 of Ghana.

 

By clicking “I accept” or signing below (as such may be required by applicable law), Customer expressly acknowledges that Customer has read, understood, and taken steps to thoughtfully consider the consequences of this Agreement, that 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 Cliqrun.

 

 

CORPORATE TRANSPORTERS SERVICES AGREEMENT

Last update: May 4, 2018

 

This Partners Agreement (“Agreement”) constitutes a legal agreement between an independent company in the business of providing Delivery and Errand Services (as defined below) (“Customer”) and Sumundi Inc., a private limited liability company established in Accra, Ghana. Registered under the COMPANIES ACT 1963.

 

Sumundi Inc. provides the Cliqrun Services (as defined below) for the purpose of providing lead generation to Delivery and Errand Services providers. The Cliqrun Services enable an authorized delivery and errand services provider to provide delivery and errand services to an authorized user of Cliqrun’s applications. Customer is authorized to provide delivery and errand services in Ghana and jurisdiction(s) in which it operates, and it desires to enter into this Agreement for the purpose of accessing and using the Cliqrun Services to enhance its delivery and errand services business.

Customer acknowledges and agrees that Cliqrun is a technology services provider that does not provide Delivery and Errand Services, function as a delivery and errand carrier or agent for the delivery of packages.

In order to use the Cliqrun Services, Customer must agree to the terms and conditions that are set forth below. Upon Customer’s execution (electronic or otherwise) of this Agreement, Customer and Cliqrun shall be bound by the terms and conditions set forth herein.  

 

1. Definitions

1.1. “Affiliate means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest, the majority of the voting rights of such entity, the ability of such entity to ensure that the activities and business of that Affiliate are conducted in accordance with the wishes of that entity or the right to receive the majority of the income of that Affiliate on any distribution by it of all of its income or the majority of its assets on a winding up.

 

1.2. “City Addendum means an addendum or supplemental information to this Agreement setting forth additional Territory-­specific terms, as made available and as updated by Cliqrun from time to time.

1.3. “Device means a Cliqrun Device or Transporter-Provided Device, as the case maybe.

1.4. “Transporter means a principal, employee or contractor of Customer: (a) who meets the then ­current requirements of Cliqrun or any of its Affiliates in the Territory to be an active transporter using the Cliqrun Services; (b) whom Cliqrun, or any of its Affiliates in the Territory, authorizes to access the Cliqrun Services to provide Delivery and errand Services on behalf of Customer; and(c) who has entered into the Transporter Addendum.

1.5. “Transporter Addendum means the terms and conditions that Customer is required to enter into with Transporter prior to such Transporter providing Delivery and errand Services on behalf of Customer (as may be updated by Cliqrun from time to time).

1.6. “Transporter App means Cliqrun’s mobile application that enables delivery and errand services providers to access the Cliqrun Services for the purpose of providing Delivery and errand Services to Users, as may be updated or modified by Cliqrun at its discretion from time to time.

1.7. “Transporter ID means the identification and password key assigned by Cliqrun to a Transporter that enables Transporter to use and access the Transporter App.

1.8. “TransporterProvided Device means a mobile device owned or controlled by Customer or a Transporter: (a) that meets the then ­current Cliqrun specifications for mobile devices and (b) on which the Transporter App has been installed as authorized by Cliqrun solely for the  purpose of providing Delivery and errand Services.

1.9. “Fare” has the meaning set forth in Section 4.1.

1.10. “Service Fee has them meaning set forth in Section4.4.

1.11. “Territory means the city or metro areas in which Customer and its Transporters are enabled by the Transporter App to provide Delivery and errand Services.

1.12. “Tolls means any applicable road, bridge, ferry, tunnel and airport charges and fees, including inner-­city congestion, environmental or similar charges as reasonably determined by the Cliqrun Services based on available information.

1.13. “Delivery and errand Services means the provision of delivery and errand services to Users via the Cliqrun Services in the Territory by Customer and its Transporters using the Logistics.

1.14. “Cliqrun Data means all data related to the access and use of the Cliqrun Services here under, including all data related to Users (including User Information), all data related to the provision of Delivery and errand Services via the Cliqrun Services and the Transporter App, and the Transporter ID.

1.15. “Cliqrun Device means a mobile device owned or controlled by Cliqrun that is provided to Customer or Transporter for the purpose of such Transporter using the Transporter App to provide Delivery and errand Services.

1.16. “Cliqrun Services mean Cliqrun’s electronic services rendered via a digital technology platform, being on­demand intermediary and related services that enable delivery and errand providers to provide Delivery and errand Services to Users seeking Delivery and errand Services; such Cliqrun Services include access to the Transporter App and Cliqruns related software, websites, payment services as described in Section 4 below, and related support services systems, as may be updated or modified by Cliqrun at its discretion from time to time.

1.17. “User means an end user authorized by Cliqrun to use Cliqrun’s mobile application for the purpose of obtaining Delivery and Errand Services offered by Cliqrun’s delivery and errand provider customers.

1.18. “User Information means information about User made available to Customer or a Transporter in connection with such User’s request for and use of Delivery and errand Services, which may include the User’s name, pick-­up location, delivery location, request details, and contact information.

1.19. “Logistics means any Logistics of Customer that: (a) meets the then­current requirements of Cliqrun or any of its Affiliates in the Territory for Logistics on the Cliqrun Services; and (b) Cliqrun authorizes for use by a Transporter for  the purpose of providing Delivery and Errand Services on behalf of Customer.

 

 

2.     Use of the Cliqrun Services

2.1. Transporter IDs Cliqrun will issue Customer a Transporter ID for each Transporter providing Delivery and errand Services to enable Customer and each Transporter to access and use the Transporter App on a Device in accordance with the Transporter Addendum and this Agreement. Customer agrees that it will, and that it will ensure that its Transporters will, maintain Transporter IDs in confidence and not share Transporter IDs with any third party other than the Transporter associated with such Transporter ID for the purpose of providing Delivery and errand Services. Customer will immediately notify Cliqrun of any actual or suspected breach or improper use or disclosure of a Transporter ID or the Transporter App.

2.2. Provision of Delivery and errand Services. When the Transporter App is active, User requests for Delivery and errand Services may appear to a Transporter via the Transporter App. If a Transporter accepts (either directly or through an Cliqrun Affiliate in the Territory acting as agent for the Customer/Transporter) User’s request for Delivery and errand Services, the Cliqrun Services will provide certain User Information to such Transporter via the Transporter App, including the User’s name, delivery and pick up location. Customer acknowledges and agrees that once a Transporter has accepted (either directly or through an Cliqrun Affiliate in the Territory acting as agent for the Customer/Transporter) User’s request for Delivery and errand Services, Cliqrun’s application may provide certain information about the Transporter to the User, including the Transporter’s first name, contact information, Customer entity name, photo and location, and the Transporter’s Logistics’ make and license plate number. Customer shall not, and shall ensure that all Transporters do not, contact any Users or use any User's personal data for any reason other than for the purposes of fulfilling Delivery and errand Services. As between Cliqrun and Customer, Customer acknowledges and agrees that: (a) Customer and its Transporters are solely responsible for determining the most effective, efficient and safe manner to perform each instance of Delivery and errand Services; and (b) except for the Cliqrun Services or any Cliqrun Devices (if applicable), Customer shall provide all necessary equipment, tools and other materials, at Customer’s own expense, necessary to perform Delivery and errand Services.

 

2.3.       Customer’s Relationship with Users Customer acknowledges and agrees that Customer’s provision of Delivery and errand Services to Users creates a legal and direct business relationship between Customer and the User, to which neither Cliqrun nor any of its Affiliates in the Territory is party. Neither Cliqrun nor any of its Affiliates in the Territory is responsible or liable for the actions or inactions of User in relation to the activities of Customer, a Transporter or any Logistics. Customer shall have the sole responsibility for any obligations or liabilities to Users or third parties that arise from its provision of Delivery and errand Services. Customer acknowledges and agrees that it and each Transporter are solely responsible for taking such precautions as may be reasonable and proper (including maintaining adequate insurance that meets the requirements of all applicable laws) regarding any acts or omissions of a User or third party. Customer acknowledges and agrees that Cliqrun may release the contact and/or insurance information of Customer and/or   Transporter to a User upon such User’s reasonable request. Customer acknowledges and agrees that, unless specifically consented to by a User, neither Customer no Transporter may transport or allow inside any Logistics individuals other than a User and any individuals authorized by such User during the performance of Delivery and errand Services for such user. Customer acknowledges and agrees, and shall ensure that its Transporters agree, that all Users should be transported directly to their specified destination, as directed by the applicable User, without unauthorized interruption or unauthorized stops.

 

2.4.       Customer’s Relationship with Cliqrun Customer acknowledges and agrees that Cliqrun’s provision to Customer of the Transporter App       and the Cliqrun Services creates a legal and direct business relationship between Cliqrun and Customer. Cliqrun and its Affiliates in the Territory do not, and shall not be deemed to, direct or control Customer or its Transporters generally or in their performance under this Agreement specifically, including in connection with the operation of Customer’s business, the provision of Delivery and errand Services, the acts or omissions of Transporters, or the operation and maintenance of any Logistics. Whilst authorized to provide Delivery and errand Services under this Agreement, Customer and its Transporters retain the sole right to determine when and for how long each of them will utilize the Transporter App or the Cliqrun Services. Customer and its Transporters retain the option, via the Transporter App, to ignore user’s request for Delivery and errand Services via the Cliqrun Services, or to cancel an accepted request (whether such request was accepted directly or via an Cliqrun Affiliate in the Territory acting as agent) for Delivery and errand Services via the Transporter App, subject to Cliqrun’s thencurrent cancellation policies. Customer will not, and will ensure that its Transporters do not: (a) display Cliqrun’s or any of its Affiliates’ names, logos or colors or any Logistics(s); or (b) wear a uniform or any other clothing displaying Cliqrun’s or any of its Affiliates’ names, logos or colors. The foregoing does not apply if Customer and Cliqrun have agreed otherwise or if so required by law. Customer acknowledges and agrees that it has complete discretion to operate its independent business and direct its Transporters at its own discretion, including the ability to provide services at any time to any third party separate and apart from Delivery and errand Services. For the sake of clarity, Customer understands that Customer retains the complete right to provide Delivery and errand Services to its existing customers. Cliqrun retains the right to, at any time in Cliqrun's sole discretion, deactivate or otherwise restrict Customer or any Transporter from accessing or using the Transporter App or the Cliqrun Services in the event of a violation of this Agreement, a violation of a Transporter Addendum, Customer‘s or any Transporter’s disparagement of Cliqrun or any of its Affiliates, Customer’s or any Transporter’s act or omission that causes harm to Cliqrun’s or its Affiliates’ brand, reputation or business as determined by Cliqrun in its sole discretion. Cliqrun also retains the right to deactivate or otherwise restrict Customer or any Transporter from accessing or using the Transporter App or the Cliqrun Services for any other reason at the sole and reasonable discretion of Cliqrun.

 

2.5.       Customer’s Relationship with Transporters. Customer shall have the sole responsibility for any obligations or liabilities to Transporters that arise from its relationship with its Transporters (including provision of Delivery and errand Services). Customer acknowledges and agrees that it exercises sole control over the Transporters and will comply with all applicable laws (including tax, social security and employment laws) governing or otherwise applicable to its relationship with its Transporters. Notwithstanding Customer’s right, if applicable, to take recourse against a Transporter, Customer acknowledges and agrees that it is at all times responsible and liable for the acts and omissions of its Transporters visàvis Users and Cliqrun, even where such liability may not be mandated under applicable law. Customer shall require each Transporter to enter into Transporter Addendum (as may be updated from time to time) and shall provide copy of each executed Transporter Addendum to Cliqrun. Customer acknowledges and agrees that Cliqrun is a third party beneficiary to each Transporter Addendum, and that, upon Transporter’s execution of the Transporter Addendum (electronically or otherwise), Cliqrun will have the irrevocable right (and will be deemed to have accepted the right unless it is rejected promptly after receipt of a copy of the executed Transporter Addendum) to enforce the Transporter Addendum against the Transporter as third party beneficiary thereof.

 

2.6 Ratings.

2.6.1.    Customer acknowledges and agrees that: (a) after receiving Delivery and errand Services, a User will be prompted by Cliqrun’s application to provide a rating of such Delivery and errand Services and Transporter and, optionally, to provide comments or feedback about such Delivery and errand Services and Transporter.

 

2.6.2.    Customer acknowledges that Cliqrun desires that Users have access to highquality services via Cliqrun’s application. In order to continue to receive access to the Transporter App and the Cliqrun Services, each Transporter must maintain an average rating by Users that exceeds the minimum average acceptable rating established by Cliqrun for the Territory, as may be updated from time to time by Cliqrun in its sole discretion (“Minimum Average Rating”). In the event a Transporter’s average rating falls below the Minimum Average Rating, Cliqrun will notify Customer and may provide the Transporter in Cliqrun’s discretion, a limited period of time to raise his or her average rating above the Minimum Average Rating. If such Transporter does not increase his or her average rating above the Minimum Average Rating within the time period allowed (if any), Cliqrun reserves the right to deactivate such Transporter’s access to the Transporter App and the Cliqrun Services. Commission rates are also linked to your rating, the higher your rating for a particular delivery or errand service, the lower the commission you will pay on the service.

 

2.6.3.    Cliqrun and its Affiliates reserve the right to use, share and display Transporter and User ratings and comments in any manner in connection with the business of Cliqrun and its Affiliates without attribution to or approval of Customer or the applicable Transporter. Customer acknowledges that Cliqrun and its Affiliates are distributors (without any obligation to verify) and not publishers of Transporter and User ratings and comments, provided that Cliqrun and its Affiliates reserve the right to edit or remove comments in the event that such comments include obscenities or other objectionable content, include an individual’s name or other personal information, or violate any privacy laws, other applicable laws, or Cliqrun’s or its Affiliates’ content policies.

 

3.         Transporters and Logistics

3.1. Transporter Requirements Customer acknowledges and agrees that each Transporter shall at all times: (a) hold and maintain (i) a valid Transporter's license with the appropriate level of certification to operate the Logistics assigned to such Transporter, and (ii) all licenses, permits, approvals and authority applicable to Customer and/or Transporter that are necessary to provide passenger delivery and errand services to third parties in the Territory; (b) possess the appropriate and current level of training, expertise and experience to provide Delivery and errand Services in a professional manner with due skill, care and diligence; and (c) maintain high standards of professionalism, service and courtesy. Customer acknowledges and agrees that each Transporter may be subject to certain background and driving record checks from time to time in order for such Transporter to qualify to provide, and remain eligible to provide, Delivery and errand Services. Customer acknowledges and agrees that Cliqrun reserves the right, at any time in Cliqrun's sole discretion, to deactivate or otherwise restrict a Transporter from accessing or using the Transporter App or the Cliqrun Services if Customer or such Transporter fails to meet the requirements set forth in this Agreement or the Transporter Addendum.

 

3.2. Logistics Requirements. Customer acknowledges and agrees that each Logistics shall at all times be: (a) properly registered and licensed to operate as a passenger delivery and errand Logistics in the Territory; (b) owned or leased by Customer, or otherwise in Customer’s lawful possession; (c) suitable for performing the passenger delivery and errand services contemplated by this Agreement; and (d) maintained in safe, roadworthy and good operating condition, consistent with industry safety and maintenance standards for a Logistics of its kind and any additional standards or requirements in the applicable Territory, and in a clean and sanitary condition which shall include maintaining at all times a valid Ministry of Transport Test Certificate for each Logistics including, where applicable, in accordance with the terms of any relevant license.

 

3.3. Documentation. To ensure Customer’s and each of its Transporters’ compliance with all requirements in Sections 3.1 and 3.2 above, and to allow Cliqrun and any of its Affiliates in the Territory to comply with their regulatory requirements, Customer must provide Cliqrun with written copies of all such licenses, permits, approvals, authority, registrations and certifications (“Documentation”) prior to Customer’s and the applicable Transporters’ provision of any Delivery and errand Services. Thereafter, Customer must submit to Cliqrun written evidence of all such Documentation as it is renewed. Cliqrun shall, upon request, be entitled to review such licenses, permits, approvals, authority, registrations and certifications from time to time, and Customer’s failure to provide or maintain any of the foregoing shall constitute a material breach of this Agreement. Cliqrun and any of its Affiliates in the Territory reserve the right to independently verify Customer's and/or any Transporter’s Documentation from time to time in any way Cliqrun deems appropriate in its reasonable discretion and Customer consents, and represents and warrants that it has obtained consent from each of its Transporters, for Cliqrun or any of its Affiliates in the Territory to undertake such verification.

 

4. Financial Terms

4.1. Fare Calculation and Customer Payment Customer is entitled to charge fare for each instance of completed Delivery and errand Services provided to a User that are obtained via the Cliqrun Services (“Fare”), where such Fare is calculated based upon base fare amounts plus distance (a determined by Cliqrun using location based services enabled through the Device). Customer is also entitled to charge User for any Tolls, taxes or fees incurred during the provision of Delivery and errand Services, if applicable. Customer: (i) appoints Cliqrun as Customer’s limited payment collection agent solely for the purpose of accepting the Fare, applicable Tolls and, depending on the region and/or if requested by Customer, applicable taxes and fees from the User on behalf of the Customer via the payment processing functionality facilitated by the Cliqrun Services; and (ii) agrees that payment made by User to Cliqrun shall be considered the same as payment made directly by User to Customer. In addition, the parties acknowledge and agree that as between Customer and Cliqrun, the Fare is a recommended amount, and the primary purpose of the prearranged Fare is to act as the default amount in the event Customer does not negotiate a different amount. Customer shall always have the right to: (i) charge a fare that is less than the prearranged Fare; or (ii) negotiate, at Customers request, a Fare that is lower than the prearranged Fare (each of (i) and (ii) herein,  Negotiated Fare). Cliqrun shall consider all such requests from Customer in good faith. Cliqrun agrees to remit to Customer on at least a weekly basis: (a) the Fare less the applicable Service Fee; (b) the Tolls; and (c) depending on the region, certain ancillary fees. Cliqrun will not keep not more than five hundred Ghana cedis (GHC500) of customer’s money.

 

4.2. Changes to Fare Calculation. Cliqrun reserves the right to change the Fare Calculation at any time in Cliqrun’s discretion based upon local market factors, and Cliqrun will provide notice to Customer in the event of such change that would result in a change in the recommended Fare. Continued use of the Cliqrun Services after any such change in the Fare Calculation shall constitute Customer’s consent to such change.

 

4.3. Fare Adjustment. Cliqrun and/or its Affiliates in the Territory reserve the right to: (i) adjust the Fare for particular instance of Delivery and errand Services or (ii) cancel the Fare for a particular instance of Delivery and errand Services (e.g. User is charged for Delivery and errand Services that were not provided, in the event of a User complaint, fraud, etc.). Cliqrun’s decision to reduce or cancel the Fare in any such manner shall be exercised in a reasonable manner.

 

4.4. Service Fee (Commissions). In consideration of Cliqrun’s provision of the Cliqrun Services, Customer agrees to pay Cliqrun a service fee of a per Delivery and errand Services transaction basis calculated as a percentage of the Fare (regardless of any Negotiated Fare), as provided to Customer via email or otherwise made available electronically by Cliqrun from time to time for the applicable Territory (“Service Fee”). Customer is responsible for paying his own tax. Cliqrun reserves the right to change the Service Fee at any time in Cliqrun’s discretion based upon local market factors, and Cliqrun will provide notice to Customer in the event of such change. Continued use of the Cliqrun Services after any such change in the Service Fee calculation shall constitute Customer’s consent to such change.

 

4.5. Cancellation Charges. Customer acknowledges and agrees that Users may elect to cancel requests for Delivery and errand Services that have been accepted by a Transporter (either directly or via Cliqrun's Affiliate in the Territory acting as agent) at any time prior to the Transporter’s arrival. In the event that User cancels an accepted request for Delivery and errand Services, Cliqrun 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 Delivery and errand Services for the purpose of remittance to Customer hereunder (“Cancellation Fee”).

 

4.6 No Additional Amounts Customer acknowledges and agrees that, for the mutual benefit of the parties, through advertising and marketing, Cliqrun and its Affiliates may seek to attract new Users to Cliqrun and to increase existing Users’ use of Cliqrun’s application. Customer acknowledges and agrees such advertising or marketing does not entitle Customer to any additional monetary amounts beyond the amounts expressly set forth in this Agreement.

 

4.7. Taxes Customer acknowledges and agrees that it is required to: (a) complete all tax registration obligations and calculate and remit all tax liabilities related to the provision of Delivery and errand Services as required by applicable law. Customer further acknowledges and agrees that Customer and each of its Transporters are responsible for taxes on their own income arising from the performance of Delivery and errand Services.

 

 

5.         Proprietary Rights; License

5.1. License Grant Subject to the terms and conditions of this Agreement, Cliqrun hereby grants Customer nonexclusive, royaltyfree, nontransferable, nonsub licensable, nonassignable license, during the term of this Agreement, to use (and allows its Transporters to use) the Transporter App in connection with the provision by Cliqrun of the Cliqrun Services solely for the purpose of providing Delivery and errand Services to Users and tracking resulting Fares and Fees. All rights not expressly granted to Customer are reserved by Cliqrun, its Affiliates and their respective licensors.

 

5.2. Restrictions Customer shall not, and shall not allow any other party to: (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise provide or make available to any other party the Cliqrun Services, Transporter App or any Cliqrun Device in any way; (b) modify or make derivative works based upon the Cliqrun Services or Transporter App; (c) improperly use the Cliqrun Services or Transporter App, including creating Internet “links” to any part of the Cliqrun Services or Transporter App, “framing” or “mirroring” any part of the Cliqrun Services or Transporter App o any other websites or systems, or “scraping” or otherwise improperly obtaining data from the Cliqrun Services or Transporter App; (d) reverse engineer, decompile, modify, or disassemble the Cliqrun Services or Transporter App, except as allowed under applicable law; or (e) send spam or otherwise duplicative or unsolicited messages. In addition, Customer shall not, and shall not allow any other party to, access or use the Cliqrun Services or Transporter App to: (i) design or develop competitive or substantially similar product or service; (ii) copy or extract any features, functionality, or content thereof; (iii) launch or cause to be launched on or in connection with the Cliqrun Services an automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burden or hinder the operation and/or performance of the Cliqrun Services; or (iv) attempt to gain unauthorized access to the Cliqrun Services or its related systems or networks, all except to the extent such actions must be allowed under Ghanaian law.

 

5.3. Ownership The Cliqrun Services, Transporter App and Cliqrun Data, including all intellectual property rights therein, and the Cliqrun Devices are and shall remain the property of Cliqrun, its Affiliates or their respective licensors. Neither this Agreement nor Customer’s use of the Cliqrun Services, Transporter App or Cliqrun Data conveys or grants to Customer any rights: (a) in or related to the Cliqrun Services, Transporter App or Cliqrun Data, except for the limited license granted above; or (b) to use or reference in any manner Cliqrun’s, its Affiliates’, or their respective licensors’ company names, logos, product and service names, trademarks, service marks or other indicia of ownership. Additionally, Customer acknowledges Cliqrun’s rights in its CLIQRUN family of trademarks and names, including CLIQRUN, alone and in combination with other letters, punctuation, words, symbols and/or designs, the CLIQRUN Logo and EVERYONE’S PRIVATE TRANSPORTER (“CLIQRUN Marks and Names”). Customer agrees it will not, and it will ensure that its Transporters do not, try to register or otherwise claim ownership in any of the CLIQRUN Marks and Names, alone or in combination with other letters, punctuation, words, symbols and/or designs, or in any confusingly similar mark or name.

 

6. Confidentiality

6.1. Each party acknowledges and agrees that in the performance of this Agreement it may have access to or may be exposed to, directly or indirectly, confidential information of the other party ("Confidential Information"). Confidential Information includes Cliqrun Data, Transporter IDs, User Information, and the transaction volume, marketing and business plans, business, financial, technical, operational and such other nonpublic information of each party (whether disclosed in writing or verbally) that such party designates as being proprietary or confidential or of which the other party should reasonably know that it should be treated as confidential.

 

6.2. Each party acknowledges and agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing party; (b) it shall not use Confidential Information of the other party for any purpose except in furtherance of this Agreement; (c) it shall not disclose Confidential Information of the other party to any third party, except to its employees, officers, contractors, agents and service providers ("Permitted Persons") as necessary to perform under this Agreement, provided Permitted Persons are bound in writing to obligations of confidentiality and nonuse of Confidential Information and less protective than the terms hereof; and (d) it shall return or destroy all Confidential Information of the disclosing party upon the termination of this Agreement or at the request of the other party (subject to applicable law and, with respect to Cliqrun, its internal recordkeeping requirements).

 

6.3. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it: (a) is or becomes part of the public domain through no act or omission on the part of the receiving party; (b) was possessed by the receiving party prior to the date of this Agreement without an obligation of confidentiality; (c) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto; or (d) is required to be disclosed pursuant to law, court order, subpoena or governmental authority, provided the receiving party notifies the disclosing party thereof and provides the disclosing party a reasonable opportunity to contest or limit such required disclosure.

 

7. Privacy. Subject to all applicable laws, Cliqrun may provide to a third party any information (including personal data and any Cliqrun Data) about Transporters provided hereunder if: (a) there is a complaint, dispute or conflict, including an accident, between Transporter and a User; (b) it is necessary to enforce the terms of the Agreement; (c) it is required, in Cliqrun’s or any Affiliate’s sole discretion, by applicable law or regulation; (d) it is necessary, in Cliqrun’s or any Affiliate’s sole discretion, to (1) protect the safety, rights, property or security of Cliqrun, the Cliqrun Services or any third party, (2) detect, prevent or otherwise address fraud, security or technical issues, and/or (3) prevent or stop activity which Cliqrun 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 (e) it is required or necessary, in Cliqrun’s or any Affiliate’s sole discretion, for insurance or other purposes related to Customer’s and/or Transporter’s ability to qualify, or remain qualified, to use the Cliqrun Services. Customer understands that Cliqrun may retain Customer’s and/or Transporter(s) personal data for legal, regulatory, safety, and other necessary purposes after this Agreement is terminated.

 

8. Insurance

8.1. Customer agrees to maintain during the term of this Agreement of all Logistics operated by Customer and its Transporters commercial automobile 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 nofault coverage required by law in the Territory that may not be waived by an insured.

 

8.2. Customer agrees to maintain during the term of this Agreement 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.

 

8.3. Customer agrees to maintain during the term of this Agreement workers’ compensation insurance as required by all applicable laws in the Territory. If permitted by applicable law, Customer may choose to insure itself against industrial injuries by maintaining occupational accident insurance in place of workers’ compensation insurance. Customer’s subcontractors may also, to the extent permitted by applicable law, maintain occupational accident insurance in place of workers’ compensation insurance.

 

8.4. Customer shall add Cliqrun (or any Affiliate which may be designated by Cliqrun from time to time) to Customer’s insurance policies required in Sections 8.1 and 8.2 above as an additional insured, and shall, upon Cliqrun’s request, provide Cliqrun with a copy of such insurance certificate(s) within seven (7) days of such request. Cliqrun may, at any time, verify Customer’s and its Transporters’ insurance coverage with insurance providers or third parties.

 

8.5. Customer shall, and shall ensure that its Transporters shall, notify Cliqrun (or any Affiliate that may be designated by Cliqrun from time to time) as soon as reasonably possible, and in any case within thirty (30) days, of any incident which may give rise to an insurance claim.

 

9. Representations and Warranties; Disclaimers

 

9.1. Customer hereby represents and warrants that: (a) it has full power and authority to enter into this Agreement and perform its obligations here under; (b) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin; (c) it has not entered into, and during the term will not enter into, any agreement that would prevent it from complying with this Agreement; (d) 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 (i) Delivery and errand Services using the Transporters and Logistics pursuant to this Agreement, and (ii) Delivery and errand Services to third parties in the Territory generally; and (e) it shall require all Transporters to comply with the Transporter Addendum, the applicable terms and conditions set forth in this Agreement and all applicable laws.

 

9.2. Disclaimer of Warranties. Cliqrun provides, and Customer accepts, the Cliqrun Services, Transporter App and the Cliqrun Devices o an "as is" and "as available" basis. Neither Cliqrun nor any of its Affiliates in the Territory represents, warrants or guarantees that Customer’s or any Transporter’s access to or use of the Cliqrun Services, Transporter App or the Cliqrun Devices: (a) will be uninterrupted or error free; or (b) will result in any requests for Delivery and errand Services. Cliqrun functions as an ondemand lead generation and related service only and makes no representations, warranties or guarantees as to the actions or inactions of the Users who may request (either directly or via an Cliqrun Affiliate in the Territory acting as agent) or receive Delivery and errand Services from Customer or any Transporter hereunder, and Cliqrun need not screen or otherwise evaluate Users. By using the Cliqrun Services and Transporter App, Customer acknowledges and agrees that Customer or a Transporter may be introduced to a third party (including Users) that may pose harm or risk to Customer, a Transporter or other third parties. Customer and Transporters are advised to take reasonable precautions with respect to interactions with third parties encountered in connection with the use of the Cliqrun Services or Transporter App. Notwithstanding Cliqrun’s appointment as the limited payment collection agent of Customer for the purpose of accepting payment from Users on behalf of Customer as set forth in Section above, Cliqrun expressly disclaims all liability for any act or omission of Customer, any Transporter, any User or other third party.

 

9.3. No Service Guarantee. Neither Cliqrun nor any of its Affiliates in the Territory guarantees the availability or uptime of the Cliqrun Services or Transporter App. Customer acknowledges and agrees that the Cliqrun Services or Transporter App may be unavailable at any time and for any reason (e.g., due to scheduled maintenance or network failure). Further, the Cliqrun Services or Transporter App may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications, and neither Cliqrun nor any of its Affiliates in the Territory is responsible for any delays, delivery failures, or other damages, liabilities or losses resulting from such problems.

 

 

 

10. Indemnification

10.1. Customer shall indemnify, defend (at Cliqrun’s option) and hold harmless Cliqrun 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: (a) Customer’s breach of its representations, warranties or obligations under this Agreement; or (b) a claim by third party (including Users, regulators and governmental authorities) directly or indirectly related to Customer’s provision of Delivery and errand Services or use of the Cliqrun Services.

 

10.2. As between Customer and Cliqrun, Customer is and shall be solely responsible for its Transporters’ provision of Delivery and errand Services. As such, Customer shall indemnify, defend (at Cliqrun’s option) and hold harmless Cliqrun 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 Transporters’ provision of Delivery and errand Services or use of the Cliqrun Services.

 

11. Limits of Liability. Cliqrun and its Affiliates shall not be liable under or related to this Agreement for any of the following, whether based on contract, tort or any other legal theory, even if a party has been advised of the possibility of such damages: (i) any incidental, punitive, special, exemplary, consequential, or other indirect damages of any type or kind; or (ii) Customer’s, Transporter's or any third party’s property damage, or loss or inaccuracy of data, or loss of business, revenue, profits, use or other economic advantage. Except for Cliqrun’s obligations to pay amounts due to Customer pursuant to Section above, but subject to any limitations or other provisions contained in this Agreement which are applicable thereto, in no event shall the liability of Cliqrun or its Affiliates under this Agreement exceed the amount of Service Fees actually paid to or due to Cliqrun hereunder in the six (6) month period immediately preceding the event giving rise to such claim. Customer acknowledges and agrees that any and all claims Customer has or purports to have against Cliqrun and/or its Affiliates should be notified to Cliqrun and/or its Affiliates within one (1) year after the event(s) that gave rise to such claim and that Customer forfeits all rights in respect of that claim if Customer fails to do so. Nothing in this Section 11 purports to limit or exclude liability that cannot be limited or excluded by applicable law.

 

12. Term and Termination

12.1. Term This Agreement shall commence on the date that the Agreement is executed by Customer (electronically or otherwise) and shall continue until terminated as set forth herein.

 

12.2. Termination Either party may terminate this Agreement: (a) without cause at any time upon seven (7) days prior notice to the other party; (b) immediately, without notice, for the other party’s material breach of this Agreement; or (c) immediately, without notice, in the event of the insolvency or bankruptcy of the other party, or upon the other party’s filing or submission of request for suspension of payment (or similar action or event) against the terminating party. In addition, Cliqrun may terminate this Agreement or deactivate Customer or a particular Transporter immediately, without notice, with respect to Customer and/or any Transporter in the event Customer and/or any Transporter, as applicable, and longer qualifies, under applicable law or the standards and policies of Cliqrun, to provide Delivery and errand Services or to operate the Vehicle, or as otherwise set forth in this Agreement.

 

12.3. Effect of Termination Upon termination of the Agreement, Customer and all Transporters, as applicable, shall: (a) promptly return to Cliqrun all Cliqrun Devices; and (b) immediately delete and fully remove the Transporter App from any applicable TransporterProvided Devices. Outstanding payment obligations and Sections 1, 2.3, 2.5, 2.6.3, 4.7, 4.8, 5.3, 6, 7, 9, 10, 11, 12.3, 13, 1 and 15 shall survive the termination of this Agreement.

 

13. Relationship of the Parties

13.1. Except as otherwise expressly provided herein with respect to Cliqrun acting as the limited payment collection agent solely for the purpose of collecting payment from Users on behalf of Customer, the relationship between the parties under this Agreement is solely that of independent contractors. The parties expressly agree that: (a) this Agreement is not an employment agreement, nor does it create an employment relationship (including from a labor law, tax law or social security law perspective), between Cliqrun (or any of its Affiliates in the Territory) and Customer or any Transporter; and (b) no joint venture, partnership, or agency relationship exists between Cliqrun and Customer or Cliqrun and any Transporter.

 

13.2. Customer has an authority to bind Cliqrun and undertakes not to hold itself out, and to ensure that each Transporter does not hold himself or herself out, as an employee, agent or authorized representative of Cliqrun or its Affiliates. Where, by implication of mandatory law or otherwise, Customer or any Transporter may be deemed an employee, agent or representative of Cliqrun, Customer undertakes and agrees to indemnify, defend (at Cliqrun’s option) and hold Cliqrun and its Affiliates harmless from and against any claims by any person, entity, regulators or governmental authorities based of such implied employment, agency or representative relationship.

 

13.3. Customer expressly acknowledges and agrees that by agreeing to the terms and conditions of this Agreement, Customer intends to perform Delivery and errand Services in a nonincidental manner and, as such, Cliqrun will consider Customer and its Transporters to be taxable persons in accordance with all applicable VAT and indirect tax legislation.

 

14.        Miscellaneous Terms

14.1. Modification. Cliqrun reserves the right to modify the terms and conditions of this Agreement or the Transporter Addendum at any time, effective upon publishing an updated version of this Agreement or the Transporter Addendum, as applicable, on the online portal available to Customer of the Cliqrun Services. Cliqrun reserves the right to modify any information referenced at hyperlinks from this Agreement from time to time. Customer hereby acknowledges and agrees that, by using the Cliqrun Services, or downloading, installing or using the Transporter App, 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. Continued use of the Cliqrun Services or Transporter App after any such changes shall constitute Customer’s consent to such changes.

 

14.2. Supplemental Terms Supplemental terms may apply to Customer’s and Transporter’s use of the Cliqrun Services, such as use policies or terms related to certain features and functionality, which may be modified from time to time (“Supplemental Terms”). Customer may be presented with certain Supplemental Terms from time to time. Supplemental Terms are in addition to, and shall be deemed a part of, this Agreement. Supplemental Terms shall prevail over this Agreement in the event of a conflict.

 

14.3. Severability If any provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of this Agreement but the legality, validity and enforceability of the remainder of this Agreement shall not be affected. In that event, the parties shall replace the illegal, invalid or unenforceable (part of the) provision with (part of a) provision that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable (part of the) provision, given the contents and purpose of this Agreement.

 

14.4. Assignment Customer may not assign or transfer this Agreement or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of the other party. Cliqrun may assign or transfer this Agreement or any or all of its rights or obligations hereunder, in whole or in part, under this Agreement from time to time without consent.

 

14.5. Entire Agreement This Agreement, including the recitals and all Supplemental Terms, constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In this Agreement, the words “including” and “include” mean “including, but not limited to.” The recitals form part of this Agreement.

 

14.6. No Third Party Beneficiaries Save where this agreement expressly confers rights on Cliqrun Affiliates in the Territory, the parties acknowledge that there are and third party beneficiaries to this Agreement. Nothing contained in this Agreement is intended to or shall be interpreted to create any third party beneficiary claims.

 

14.7. Notices. Any notice delivered by Cliqrun to Customer under this Agreement will be delivered by email to the email address associated with Customer’s account or by posting on the online portal available to the Customer o the Cliqrun Services. Any notice delivered by Customer to Cliqrun under this Agreement will be delivered by contacting Cliqrun. Additional Territoryspecific notices may be required from time to time.

 

15. Except as otherwise set forth in these Terms, these Terms shall be exclusively governed by and construed in accordance with the laws of Ghana, excluding its rules on conflicts of laws. You and Cliqrun agree that any dispute, claim or controversy arising out of or relating to (a) these Terms or the existence, breach, termination, enforcement, interpretation, damage or loss of property or validity thereof, or (b) your access to or use of the Services at any time, whether before or after the date you agreed to the Terms, will be settled by binding arbitration between you and Cliqrun, and not in a court of law. The arbitration will be administered by Alternative Dispute Resolution Act 2010 of Ghana.

 

By clicking “I accept” or signing below (as such may be required by applicable law), Customer expressly acknowledges that Customer has read, understood, and taken steps to thoughtfully consider the consequences of this Agreement, that 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 Cliqrun.

 

 

Customer Signature:    _________________________________________

 

Name:                         _________________________________________

 

Date:                           _________________________________________