1. THESE TERMS
1.1 What these terms cover. These are the terms and conditions on which we supply services to you via our App and Website.
1.3 Amendments. We may amend these Driver Terms from time to time by uploading such amended Driver Terms to the App and sending out a copy such amended Driver Terms to the email address you have provided to Us. If You object to any amended Driver Terms, you may terminate your Driver Membership in accordance with clause 10 of these Driver Terms.
2. INFORMATION ABOUT US AND HOW TO CONTACT US
2.1 Who we are. We are Deliver E Hub Limited (DeliveryApp/we/us/our) a company registered in England and Wales. Our company registration number is 10547511 and our registered office is at Bonded Warehouse, 18 Lower Byrom Street, Manchester, M3 4AP. Our registered VAT number is 260955490.
2.2 What we do. We provide an online platform to connect suppliers of services with Customers. The Customer is a business or consumer who uses the App or Website to contact Drivers and/or request Driver services. We have agreed that we will allow you to use our App and Website to connect with Customers requesting delivery services. You acknowledge that by entering into a Services Contract you are entering into a contractual relationship with the Customer and that DeliveryApp is at no time a party to your contract with the Customer.
2.3 How to contact us. You can contact us by email at email@example.com
2.4 How we may contact you. If we have to contact you we will do so by writing to you at the email address provided when you register with us.
3. DEFINITIONS AND INTERPRETATION
3.1 In this agreement, unless the context requires otherwise:
Advertising means your placing of any information on our App or Website in respect of the services you supply;
App means the DeliveryApp mobile application;
Business Day means a day other than a Saturday, Sunday or bank or public holiday in England;
Cancellation Policy means the rules that will apply to both Customer and Driver on the cancellation of Driver services, as notified by us to you from time to time;
Complaint Policy: means our complaints policy that will apply upon receipt of any complaint from a Customer, as amended from time to time;
Customer means a business, an individual or consumer requesting information or the provision of services from the Driver;
Driver means you, as a business, who has or has requested Driver membership whether acting as a limited company or sole trader and includes all employees and agents.
Driver Services means the courier or delivery services provided by you to a Customer;
Driver membership means the access that you will have to our Services, the App and the Website when you create an account with us which is subsequently verified and approved;
Fees means the amount of commission you agree to pay us for each successfully completed transaction;
Force Majeure means an event or sequence of events beyond reasonable control preventing the Seller or Us delaying from performing the obligations under this Agreement save that an inability to pay is not a Force Majeure event;
Intellectual Property Rights means copyright, rights in confidential information, Know-how, trade secrets, trademarks, service marks, trade names, design rights and all similar rights of whatever nature and, in each case: (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future and (v) wherever existing;
Services means, permitting the Driver access to the App/Website which allows the Driver to connect with Customers requiring courier services;
Services Contract means the contract that the Driver enters into with the Customer;
Stripe means our third-party payment processing agent;
Successfully Completed Transaction means when a Customer has confirmed that the Services Contract has been completed by submitting proof of delivery through the App or via the Website and payment has been made by the Customer;
Website means https://www.deliveryapp.com
Writing or written shall include emails.
4. SUPPLY OF SERVICES
4.1 DeliveryApp will make the Services available to the Drivers with a Driver Membership.
4.2 During the Term of the Driver Membership We hereby grant the Driver a non-exclusive, non-transferable license to use the App and Website solely for the purpose of accessing and using the Service in accordance with the terms of the Agreement and for no other purpose whatsoever.
4.3 DeliveryApp does not guarantee the availability of the App or Website and the Driver acknowledges that the App Or Website may be unavailable at any time and for any reason (e.g., due to scheduled maintenance or network failure). Further, the App or Website may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications, and DeliveryApp are not responsible for any delays, delivery failures, or other damages, liabilities or losses resulting from such problems.
4.4 DeliveryApp shall supply payment collection services as outlined in clause 5.
5. PAYMENT AND PAYMENT SERVICE
5.1 The Driver hereby appoints DeliveryApp as the Driver’s limited payment collection agent solely for the purpose of:
(a) accepting payment via Stripe of the charges payable by the Customer in consideration for fulfilment of the Services Contract; and
(b) transferring to the Driver the charges payable by the Customer in consideration for fulfilment of the Services Contract, less the retained Fees and any other monies due to us.
5.2 The Driver agrees that payment collected by DeliveryApp on the Driver’s behalf will be considered the same as payment made directly to Driver and shall satisfy the Customer’s obligation to make payment.
5.3 By accepting these Driver Terms you agree to be bound by all of the terms and conditions set out by Stripe. Drivers must register and be approved for a Stripe account.
5.4 Payments from Customers must not be accepted by Drivers directly and must be made by the Customer via our payment service.
5.5 We use Stripe as a payment gateway. When creating an Account, the Driver will automatically be sent to Stripe’s website to setup a Stripe account, if the Driver already has an existing account this can be connected. The Stripe account allows for us to send payments direct to the Driver’s bank account for all Successfully Completed Transactions made using our Services. Payments are only released once you have provided your services (i.e. once the package has been delivered and signed for by the Customer) and all security checks are handled directly by Stripe. As Stripe offers differing accounts, it will be the Driver’s responsibility to set up the Stripe account that best suits the Drivers’ business model. We have no control over the Stripe Accounts.
5.6 In most circumstances we will pay Drivers for Driver Services performed, less the applicable Transaction Fees, within 7 days of the Driver Services being completed. We reserve the right to suspend payment to Drivers pending investigation of a complaint – see our Complaints Policy for more details.
5.7 No payments will be made until you provide us with evidence that the Package has been successfully delivered, which will include a signature from the recipient and a picture of the item successfully delivered.
5.8 Drivers accept that we have no control over any transaction charges made by Stripe.
6. DRIVER MEMBERSHIP
6.1 Drivers must be over the age of 18 and have an address in the United Kingdom to have a Driver Membership with us.
6.2 Upon completion of a Driver Membership request form, we will ask you to provide us with verification information regarding your business (“Verification Information”). This may include, but is not limited to, proof of address, photographic ID, Goods in Transit insurance details, proof of ownership of vehicle, vehicle insurance details and any other information that we believe is, at our sole discretion, required by us to continue with your driver membership request. You will also be required to provide us with a DVLA check code.
6.3 All Drivers shall hold and provide evidence of the following as part of the Verification Information:
(a) Valid Driving Licence and Driving License Information (front and back of Licence)
(b) Proof of Address via a bank statement or utility bill less than 3 months old
(c) Proof of Right to Work in the UK, either from a third party provider or a Right to Work Check Code
(d) Satisfactory Disclosure and Barring Service (DBS) check
(e) Satisfactory biometric test, either via a third party provider or completed via video call with DeliveryApp
(f) Vehicle Insurance for the vehicle with Hire and Reward for carriage of goods limitations
(g) Goods in Transit insurance with a limit of at least £5,000 for car owners/drivers and £10,000 for commercial vehicle owners/drivers (where car drivers do not have this, DeliveryApp will cover the cost of any genuine claim up to £250)
(h) Proof of Public Liability insurance
(i) Proof of vehicle ownership; either
(i) A copy of the V5 for a vehicle owned by the Driver, or
(ii) A copy of the lease or rental agreement, or
(iii) Evidence that the Driver shares the same primary residential address as the vehicle owner and authority to drive the vehicle
6.4 Where you are agreeing to these terms on behalf of a fleet business, you must also sign and agree to the terms of our separate fleet declaration which will be provided to you (Fleet Declaration).
6.5 The submission of a driver membership request form will constitute an offer by you to use the Services on the terms of this Agreement in accordance with these Driver Terms.
6.6 We may accept or reject a Driver Membership request at our discretion. A Driver Membership request will not be accepted, and no binding obligation to supply any Services will arise, until the earlier of:
(a) our written acceptance of the request; or
(b) our supplying the Services or notifying you that we have commenced supply of the Services (as the case may be).
6.7 Rejection by us of a Driver Membership request, including any communication that may accompany such rejection, will not constitute a counter-offer capable of acceptance by you.
6.8 We may request Verification Information at any time during the Term of your Driver Membership.
6.9 The Driver understands and accepts that, part of the services we provide to Customers is the ability for Customers to be able to track the Driver when the Driver is completing a Customer request for services. Therefore, by submitting a Driver Membership request form, the Driver hereby consent to our transmission, collection, retention, maintenance, processing and use of your location data and queries to provide the services and improve location-based and road traffic-based products and services. If you turn off your location services at any time whilst completing a delivery to a Customer then this will be considered a material breach of this Agreement.
6.10 We are engaging with you under these terms either as an individual or as a company which employs the Drivers carrying out the Driver Services. We do not enter into any arrangements with Drivers who may be engaged through an intermediary Personal Service Company (as defined by s.51, Chapter 8, Part 2 of the Income Tax (Earnings & Pensions) Act 2003), requiring Us to carry out an IR35 employment status review.
7. DELIVERY OF SERVICES
7.1 Once a Driver Membership request has been approved, the Driver will usually be able to connect with Customers place Advertisements on the App and Website within 24 hours but time is not of the essence.
7.2 If the Driver breaches any of the terms of this agreement We may at our sole discretion:
(a) terminate this agreement;
(b) refuse to accept any subsequent Driver Membership requests from the Driver; and
(c) recover from the Driver all losses, damages, costs and expenses incurred by us arising from the Driver’s default.
7.3 We will not be liable for any delay in or failure of delivery to the extent caused by:
(a) the Driver’s failure to: (i) provide us necessary information to provide our Services, (ii) provide Us with adequate instructions for supply or otherwise relating to the Services; or
(b) a Force Majeure event.
7.4 Customer requests for Driver Services are placed on the App and are matched to drivers based on location, size and other information. Drivers can accept Customer requests but this is strictly on a first come first served basis.
7.5 Drivers must notify DeliveryApp of the successful completion of the Driver Services in connection with each and every Job Request accepted AS SOON AS PRACTICABALLY POSSIBLE following completion/delivery by closing the Job Request with proof of delivery. Timely notification of proof of delivery is a condition of each Successfully Complete Transaction, therefore any failure or delay in doing so may result in negative Driver reviews on the DeliveryApp platform, and/or delays in releasing payment to the Driver.
7.6 All delivery costs that will be paid by Customers are pre-determined and listed on the App.
8. DELIVERYAPP WARRANTIES
8.1 DeliveryApp warrants that the Services delivered by Us will be supplied with reasonable skill and care.
8.2 We will not be liable for any failure of the Services to comply with clause 8.1:
(a) where such failure arises by reason of the Driver’s wilful damage or negligence; or
(b) to the extent caused by the Driver’s failure to comply with the Our reasonable instructions as to: (i) use or benefit from the Services, or (ii) good practice in relation to use or benefit from the Services;
(c) to the extent caused by us following any specific requirement of the Driver in relation to the Services;
(d) to the extent caused by us changing our host server.
8.3 We will comply with all UK applicable laws, standards and good industry practice in the supply and delivery of the Services.
9. DRIVER WARRANTIES
9.1 The Driver warrants that they/he/she:
(a) is acting as a trader i.e. that you are acting in the course of a business, trade or profession.
(b) will ensure that, both in relation to the Services Contract and generally, it complies with all statutory requirements relating to the provision of services in the United Kingdom specifically pursuant to English Law including (but not limited to) the Consumer Rights Act 2015 and any other information which it is obliged to give consumers under UK law and that all goods and services provided will comply with a Customer’s legal rights as required by the laws of England.
(c) will ensure that Customers are fully aware of any of the Driver’s own terms and conditions, operating times, etc.
(d) will ensure that it complies with all national Codes of Practice including Codes of Conduct laid down by the British Code of Advertising Practice.
(e) will read the terms and conditions from time to time that apply to the Customer’s use of the App and Website so that it remains fully aware of what terms the Customers are entering when using the App, the Website, and our Policies.
(f) will notify us promptly of any unauthorised use of the Driver’s account details or the Website.
(g) will make it clear in any advertising or listing material that the advertisement has been placed by the Driver acting in the course of a trade or business.
(h) will be solely responsible for providing and maintaining all computer equipment and software necessary for the Driver to access the Service.
(i) will be solely responsible for any data, information or advertising material submitted by the Driver on our App or Website or to Us in connection with the Service;
(j) shall, at its own cost, be responsible for obtaining (or obtaining relief from any requirements for) all regulatory approvals which it is required to obtain.
(k) will ensure that all information that the Driver inputs into the App or Website or makes available via the App or Website for Customers is true and accurate and further confirms that: i) the publication of the advertisement will not breach any contract, infringe the copyright, trademark or other right of any third party and is not libellous of any person; ii) all licences and consents from third parties necessary for the publication of the advertisement have been obtained and paid for, including consent from living persons identified in copy or pictures (photographic or otherwise); iii) the advertisement does not unlawfully discriminate on grounds of age, sex, race or religion; iv) the advertisement is not promoting illegal goods and/or services; v) a Seller using a third party service provider shall be solely responsible for ensuring the accuracy of copy and the timeliness of its delivery and that no advertisement will be placed by the Driver in regards to adult services and pornography, that is offensive in any way, illegal or immoral.
(l) will follow a formal complaints procedure in accordance with our Complaints Policy, will inform us within 2 days of the receipt of any complaint, and shall keep us regularly appraised of the status of the complaint.
(m) will comply with all income and other tax and VAT legislation in force within the country in which the Driver resides or the Services Contract is performed.
(n) will inform us immediately of any change in the Driver’s trading status, driver memberships or of any factor that it is reasonable to assume would affect its Driver membership.
(o) will agree to the Customer using our feedback portal to leave feedback in regards to the services provided by the Driver. We will not review any information posted by Customers about You on the App and Website. If you believe that information given is incorrect or in breach of these terms You must inform Us immediately, and we will aim to remove it (if at our total discretion We believe it should be removed) within a reasonable period of time.
(p) will act in good faith at all times in accepting the Services and fulfilling a Service Contract with each and every Customer for the mutual benefit of both parties under this Agreement. In the course of providing the Services, the Driver will come to know of or be introduced to third parties they did not know of or had not met before. The Driver undertakes not to make any direct approach to these third parties without Our express permission in advance, for the purpose of procuring and providing the same or similar services to those set out in any Service Contract. In the event of any circumvention or attempted circumvention of this agreement, directly or indirectly, we will be entitled to claim or deduct a financial penalty equal to the Fee we should have realised from providing the Service, plus any and all expenses including but not limited to all legal costs and expenses incurred to recover the lost revenue, from any Fees due to the Driver. If the Driver is found to be or suspected of circumventing or attempting to circumvent Our commercial interests during the term of the Services provided under this Agreement, we reserve our rights to suspend or determine the Driver Membership pending further investigation, or permanently in the event of a proven breach of this warranty.
9.2 Where You are entering into these Terms and also a separate Fleet Declaration as a manager of a business which will employ other drivers to perform the Driver Services, you warrant that you will ensure all drivers performing Driver Services will receive adequate information and training in order to comply with these Terms in all material respects at all times
10.1 The Driver will pay to us commission at the prevailing agreed rate of the Successfully Completed Transaction or the Fees that are applicable (and may be subject to change) as can be found in our Commission Policy here. It is the Driver’s responsibility to check the Fees at all times as changes in fee rates will not be communicated individually to Drivers.
10.2 We reserve the right to amend the Driver Fees from time to time and the amended rates will apply to all Successfully Completed Transactions from the date of amendment.
10.3 The Fees are inclusive of VAT which will be added at the prevailing rate at the date of payment.
11. INTELLECTUAL PROPERTY RIGHTS
11.1 All rights, title and interest in and to DeliveryApp, any software we provide for your use and any other materials we provide to you under or in connection with these terms are and shall at all times remain DeliveryApp’s intellectual property (DeliveryApp IP). We grant you a limited, non-exclusive, non-transferrable, non-sublicensable, revocable licence to use the DeliveryApp IP during the Term for the sole purpose of using the Services.
11.2 You must not (and shall not permit any third party to):
(a) copy, adapt, reverse engineer, decompile, modify or make error corrections to any DeliveryApp IP other than with our express prior written consent; or
(b) breach, disable, tamper with, or develop or use any workaround for any security measure in any DeliveryApp IP or otherwise do anything that disrupts any DeliveryApp IP, DeliveryApp or any person.
11.3 You grant us and our affiliates a non-exclusive, royalty-free licence to use your branding which includes your logos, name and website address(es) for the Term. You warrant and undertake that your branding does not and will not infringe any third-party Intellectual Property Rights. We can use your branding on the Platform, for marketing purposes and as reasonably necessary to provide the Services.
11.4 Except for these limited licences:
(a) we retain ownership of and all rights in and to DeliveryApp branding; and
(b) you retain ownership of and all rights in and to your branding.
11.5 We may collect data about your use of Services. By using the Services you agree to us collecting and using this information. We may use this information for various purposes, including to improve, maintain, protect and develop our products, and to provide Services to you.
12. DATA PROTECTION
13. LIMITATION OF LIABILITY
13.1 To the extent permitted by applicable law, DeliveryApp will not be liable to you in any way (whether such liability arises in contract (by way of indemnity or otherwise), tort (including negligence) misrepresentation, breach of statutory duty, restitution or otherwise) for:
(a) any theft or loss of your or any other person’s property in connection with the Services or any booking accepted by the Driver;
(b) any booking that has not been accepted;
(c) any loss, damage, costs, expenses or liability suffered by anyone other than you in connection with your use of the App or Website;
(d) any losses that could not reasonably be expected to result from our negligence or breach of these Driver Terms;
(e) any loss relating to your business or the business of your employer or any other person;
(f) any loss of profits, loss of revenue, loss of opportunity, loss of business or employment (whether or not such loss could be reasonably expected to flow from our negligence or breach of these Driver Terms); or
(g) (any other loss, damage, costs, expenses or liability that you suffer in connection with the Services, save to the extent that DeliveryApp fails to perform its obligations to you to the standard of a diligent and professional provider of the relevant services.
13.2 If DeliveryApp is liable to you in connection with the Services, its liability will be limited to an amount equal to the total Fees paid by the Driver in the preceding 3 months.
13.3 Nothing in these Driver Terms limits any liability which cannot legally be limited, including but not limited to liability for:
(a) Death or personal injury caused by negligence; or
(b) Fraud or fraudulent misrepresentation.
14.1 The Driver shall indemnify, defend (at DeliveryApp’s option) and hold harmless DeliveryApp 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) the Driver’s breach of its representations, warranties or obligations under these Driver Terms; or (b) a claim by a third party (including Customers, regulators and governmental authorities) directly or indirectly related to Driver’s provision of services.
14.2 In the event that either party receives notice of any Claim that affects the other party to this Agreement, it will:
(a) notify the other in writing as soon as reasonably practicable;
(b) not make any admission of liability or agree any settlement or compromise of the Claim without the prior written consent of each other (such consent not to be unreasonably withheld or delayed);
(c) take all reasonable steps to minimise the losses that may be incurred by it or by any third party as a result of the Claim; and
(d) provide each other with all reasonable assistance in relation to the Claim (at the Driver’s expense).
15.1 During the Term this Agreement may be terminated:
(a) by us where there is a breach of this Agreement by us giving not less than 2 Business Days’ notice in writing to the Driver where there is material breach of this Agreement and such breach is not remediable or, if capable of remedy, is not remedied within 1 Business Days of receiving written notice to do so; or
(b) by the Driver giving 90 days’ notice to terminate its Driver membership. The Driver will still be liable for all Fees that result in a Successfully Completed Transaction if the Services Contract was requested or commenced prior to termination but completes after termination.
15.2 The following clauses of this Agreement will survive termination, howsoever caused:
16. CONFIDENTIAL INFORMATION
16.1 Each party undertakes that it will keep any information that is confidential in nature concerning the other party, the terms of this Agreement and the information relating to any Customer.
16.2 A party may:
(a) Disclose any Confidential Information to any of its employees, officers, representatives or advisers (Representatives) who need to know the relevant Confidential Information for the purposes of the performance of any obligations under this Agreement, provided that such party must ensure that each of its Representative to whom Confidential Information is disclosed is aware of its confidential nature and agrees to comply with this clause 16 as if it were a party;
(b) Disclose any Confidential Information as may be required by law, any court, any governmental, regulatory or supervisory authority (including, without limitation, any securities exchange) or any other authority of competent jurisdiction to be disclosed; and
(c) Use Confidential Information only to perform any obligations under this Agreement.
16.3 Each Party recognises that any breach or threatened breach of this clause 16 may cause irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages, the Parties agree that the non-defaulting Party may be entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.
17. FORCE MAJEURE
17.1 A Party will not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it:
(a) Promptly notifies the other of the Force Majeure event and its expected duration; and
(b) Uses reasonable endeavours to minimise the effects of that event.
17.2 If, due to Force Majeure, a party:
(a) Is or will be unable to perform a material obligation; or
(b) Is delayed in or prevented from performing its obligations for a continuous period exceeding 30 calendar days;
then the other party may terminate the Agreement on immediate written notice.
17.3 For the duration of a Force Majeure event affecting a party to this Agreement, the obligations of the other Party will be suspended for the corresponding period of time.
18. RESTRICTIONS DURING AND AFTER THE TERM
18.1 For the purpose of this clause18 the following definitions shall apply:
Restricted Driver: any present Driver or any person or firm who was a Driver during the 12 months before Termination (or for the Term if less than 12 months)
Restricted Customer: any firm, company or person who, during the 12 months before Termination (or for the Term if less than 12 months), made use of the App or Website as a Customer, whether that Customer used the services of any Driver;
Restricted Person: any employee of DeliveryApp.
Termination: the termination of the Agreement howsoever caused.
18.2 In order to protect our confidential information and business and customer connections which the Driver has access as a result of Driver membership with us, the Driver covenants with us that the Driver will not:
(a) enter into any direct agreement with any Restricted Customer with a view to providing services to that Restricted Customer in competition with us;
(b) endeavour to solicit or entice away from us any business or custom with any Restricted Customer with a view to providing services to that Restricted Customer in competition with us;
(c) offer to employ or engage or otherwise endeavour to entice away from us any Restricted Person or Restricted Driver;
(d) offer to employ or engage or otherwise endeavour to entice away from us any Restricted Driver.
18.3 At any time after Termination, represent themselves as connected with us in any capacity, other than as a former driver, or use any registered names or trading names associated with us and the Website.
18.4 The Driver agrees to pay liquidated damages in the amount of £5,000.00 or the estimated loss to us in trade, whichever figure being higher, for any violation of the covenant contained in clause 18.2 of this Agreement.
19.1 Any notice given by a Party under this Agreement will:
(a) be in writing and in English;
(b) be sent to the relevant party at the address set out in this agreement (for Us) and the driver membership request form (for the Driver) or, if sent by fax or email, to a fax number or email address nominated by the parties.
19.2 Any notice or communication shall be deemed to have been received:
(a) if delivered by hand, at the time the notice is left at the proper address;
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
(c) if sent by fax or email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume.
19.3 This clause does not apply to notice given in legal proceedings, arbitration or other dispute resolution proceedings.
20. ANTI-BRIBERY AND ANTI-CORRUPTION
20.1 DeliveryApp strives to comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption, including but not limited to the Bribery Act 2010 (Relevant Requirements) and requires the same of Drivers.
20.2 During the term of this agreement, you and any of your agents, consultants, contractors, subcontractors or other persons engaged in performance of your obligations under this agreement, agree to;
(a) comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption, including but not limited to the Bribery Act 2010 (Relevant Requirements);
(b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
(c) notify us (in writing) if you become aware of any breach of Clause 2(a) or Clause 2(b), or have reason to believe that you have received a request or demand for any undue financial or other advantage in connection with the performance of this agreement;
(d) have and shall maintain in place throughout the term of the agreement your own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and Clause 20 and will enforce them where appropriate;
(e) if requested to do so, certify to DeliveryApp in writing, signed by you or an officer of your business, compliance with this Clause 20 by yourself and all persons associated with it.
20.3 For the purpose of this Clause 20, the meaning of adequate procedures and whether a person is associated with another person, shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act) and section 8 of that Act respectively. For the purposes of this Clause 20, a person associated with you includes but is not limited to any of your subcontractors.
20.4 If you are a business, you shall ensure that any of your agents, consultants, contractors, subcontractors or other persons engaged in performance of your obligations under this agreement, do so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on Drivers in this Clause 2 (Relevant Terms). You shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to the Customer and/or DeliveryApp for any breach by such persons of any of the Relevant Terms.
20.5 Breach of this Clause 20 shall be deemed a material breach under clause 2.
21. ANTI-SLAVERY AND HUMAN TRAFFICKING
21.1 In performing your obligations under the agreement, you and any of your agents, consultants, contractors, subcontractors or other persons engaged in performance of your obligations under this agreement, shall;
(a) comply with all applicable anti-slavery and human trafficking laws, statutes, regulations from time to time in force (Anti-Slavery Laws) including, but not limited to, the Modern Slavery Act 2015;
(b) not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4 of the Modern Slavery Act 2015 if such activity, practice or conduct had been carried out in England and Wales;
(c) include in contracts with any of your agents, consultants, contractors, subcontractors or other persons engaged in performance of your obligations under this agreement, anti-slavery and human trafficking provisions that are at least as onerous as those set out in this Clause 21;
(d) notify us as soon as you become aware of any actual or suspected breach of Clause 21.1(a) and Clause 21.1(b) in your operations/supply chain which has a connection with this agreement;
(e) implement due diligence procedures for your own suppliers, agents, consultants, contractors, subcontractors or other participants in your supply chains, to ensure that there is no slavery or human trafficking in your supply chains;
(f) provide all reasonable assistance, including but not limited to, permitting DeliveryApp to conduct periodic audits of your business (at our option), to demonstrate to us that you comply with your obligations under Anti-Slavery Laws.
22.2 You represent and warrant that you, and/or your servants and/or agents, consultants, contractors, subcontractors or other persons engaged in performance of your obligations under this agreement, have not been convicted of any offence involving slavery and human trafficking or been the subject of any investigation, inquiry or enforcement proceedings regarding any offence or alleged offence of or in connection with slavery and human trafficking.
22.3 Breach of this Clause 22 shall be deemed a material breach for termination of this agreement.
23. OTHER IMPORTANT TERMS
23.1 No set off. The Driver must pay all sums that it owes Us under this Agreement free and clear without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
23.2 No partnership or agency. The parties are independent of each other and are not partners, principal and agent and, save as expressly stated otherwise, this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither of the parties will have, nor will represent that it has, any authority to make any commitments on the other Party’s behalf.
23.3 We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. We will contact you to let you know if we plan to do this.
23.4 The Driver must not assign any of the rights or benefits under this agreement, or sub-contract any Driver Services to any third party.
23.5 Nobody else has any rights under this contract. These Terms are between you and us. No other person shall have any rights to enforce any of its terms.
23.6 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
23.7 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
23.8 Which laws apply to this contract and where you may bring legal proceedings. These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts.