- 1. Definitions
-
- In this agreement unless the context otherwise requires, the following words and expressions shall have the following meanings.
- "Agreement" This rental agreement together with any schedules hereto:
- "Clauses and Schedules" References to Clauses and Schedules of this Agreement unless specifically stated.
- "Director" In relation to a party means a Director as defined in section 741 of the companies act 2006 and shall include any shadow director as defined in that section.
- "Customer" A person who enters into an agreement verbal or written to travel with a Taxicode area Renter and whose execution is procured by The Renter.
- "Connected Person" In relation to a party means any connected person as defined in section 346 of the Companies Act 2006.
- "Associated Company" In relation to a party means any Subsidiary as defined in sections 736 and 736a of the companies act 2006 ("Subsidiary") or any holding company as also defined in sections 737 and 736a of the companies act 2006 ("Holding Company") and any Subsidiary of such Holding Company.
- "Confidential Information" All information disclosed to The Renter by Web 3 Resource Ltd (Taxicode) whether written or oral, which would in the reasonable opinion of Web 3 Resource Ltd (Taxicode) be considered confidential together with all other information which relates to the business affairs, Internet, customers, products, developments, trade secrets, know-how and personnel of Web 3 Resource Ltd (Taxicode) including all information about the customers of which the renter becomes aware during the term of this Agreement.
- "Force Majaeure" Any cause beyond A Party's reasonable control affecting performance by A Party of its obligations hereunder including, but not limited to, acts of God, Insurrection or civil disorder, war or military operations, national or local emergency, acts or omissions of Government , highway authorities or other civil authorities, industrial disputes of any kind, fire, flood, acts of omissions of persons or bodies beyond the reasonable control of the affected Party.
- "Net Charges" In relation to any services provided under an agreement verbal or written procured by The Renter or introduced by Web 3 Resource Ltd (Taxicode). The charges invoiced by either party to a customer less any value added tax or other sales tax payable thereon and any allowances, discounts rebates or refunds in respect thereof.
- "Services" The use of the Taxicode website and provision of taxi, minibus and coach journeys.
- "Quality Plan" The quality plan provided to The Renter from time to time by or on behalf of Web 3 Resource Ltd (Taxicode) Ltd. The current version is set out herein.
- "Training Documentation" Any written guidelines for use of the Taxicode system that may be provided from time to time.
- "Schedule" Detailing the rental plan and other such product or promotional activity and additional services as advised from time to time by Web 3 Resource Ltd (Taxicode).
- "Taxicode System" The online software provided by Web 3 Resource Ltd (Taxicode)
- "Dashboard" The password protected interface provided as part of the online software to The Renter facilitating access to the Taxicode System.
- "Credit/Debit Card Terminal" Shall refer to the payment gateway provided for usage by The Renter within their dashboard to facilitate the use of a credit or debit card as a method of payment by customers for services to be provided by The Renter.
- "Telecoms Charges" Charges made to The Renter by Web 3 Resource Ltd (Taxicode), for the provision and continuous monitoring of a telephone number on The Renters area website.
- "Bacs" Automated payment system for transferring money between bank accounts.
- 2. Contract Term:
- 2.1 Web 3 Resource Ltd (Taxicode) hereby rents the area/s to the renter as its non-exclusive representative for the provision of taxi, minibus or coach bookings and the solicitation, promotion of the services mentioned herein.
- 2.2 Web 3 Resource Ltd (Taxicode) shall on receipt of payment supply The Renter with login details and password information necessary to operate a Taxicode website.
- 2.3 The Renter shall operate their Taxicode area within the guidelines set out in this contract.
- 3. Renters Activities and Quality Plan:
- 3.1 The Renter shall use its best endeavours to promote and market the services as widely as possible, in the performance of such obligations, the renter shall:
- 3.1.1 Not use any advertising or promotional material in promoting Taxicode other than the Taxicode website and information and promotional items as supplied from time to time by Web 3 Resource Ltd (Taxicode).
- 3.1.2 Ensure that the promotion of the Services is in a a form and manner consistent with the website and any additional material provided from time to time.
- 3.1.3 Cultivate and maintain good relations with customers and prospective customers in accordance with sound commercial principles.
- 3.1.4 Maintain an adequate level of drivers employed, or subcontractors necessary to fulfill all reasonable customer requests for type and quality of vehicle.
- 3.1.5 Ensure all vehicles are clean and well maintained and all drivers clean and presentable.
- 3.1.6 Warrant that the renter and all employed drivers and subcontractors hold the necessary local authority licenses to carry out the services.
- 3.1.7 Further warrant that all vehicles and drivers hold the adequate level of Insurance to provide the services.
- 3.1.8 Comply with the data protection legislation in force in the UK from time to time in its collection , processing or disclosure of any personal data regarding Customers and will provide security for that data to the level required of a data controller (as defined by the Data Protection act 1998).
- 3.1.9 Not hold out to be Taxicode or the name used for The Renters Taxicode area website URL.
- 3.1.10 Clearly identify The Renters trading name and area of operation or license if asked by all inquirers.
- 3.1.11 Provide all necessary information in a clear and timely fashion to all UK taxi licensing authorities.
- 4. Renters responsibilities for online bookings:
- 4.1.1 The Renter shall: Responsibly use their dashboard to monitor their bookings on a daily basis and deal with all bookings and enquiries in a timely manner.
- 4.1.2 Use their best endeavours to cover every booking in a timely and professional manner whether itself or by sub-contraction ensuring the quality plan is adhered to.
- 4.1.3 Immediately upon receipt of an online booking contact the customer by email and if provided telephone by voice or text to confirm the booking, name of driver , contact number in case of problems, and agree a pickup or meeting point at airport/station locations.
- 4.1.4 Inform the customer at first contact of any additional charges such as airport parking fee's, payment for which can be taken over the phone using the credit/debit card terminal.
- 5. Web 3 Resource Ltd (Taxicode) Services:
- 5.1.1 The services shall be provided by Web 3 Resource Ltd (Taxicode) to The Renter on such terms as Web 3 Resource Ltd (Taxicode) in its absolute discretion may from time to time determine consisting:
- 5.1.2 Rental of a public facing website providing a platform for aquiring instant quotations for, and the booking of taxi/minibus/coach journeys.
- 5.1.3 Provision of a contact telephone number displayed on the website to be forwarded to a mobile or landline number specified by The Renter.
- 5.1.4 Password and Login details allowing The Renter access to the Taxicode dashboard providing a user interface to customise their area/s, and interact with the Taxicode system for ongoing management of bookings and further adjustments as necessary.
- 5.1.5 The use of a card terminal accessed through the dashboard allowing customers to prepay for their journeys with a credit or debit card.
- 5.1.6 Marketing and advertising of The Renters Taxicode area/s locally on the internet.
- 6. Membership Fee Payment:
- 6.1 The Renter shall receive an initial electronic invoice from Web 3 Resource Ltd (Taxicode) via email prior to setting up of The Renters area/s payable immediately to facilitate set up, and for their first month’s membership.
- 6.2 The Renter shall receive an electronic invoice from Web 3 Resource Ltd (Taxicode) via email five days prior to due date, for their ongoing membership payable on the monthly anniversary of their initial joining payment in advance of the next rental period.
- 6.3 The Renter shall pay Web 3 Resource Ltd (Taxicode) by the due date shown on the invoice by credit/debit card, by means agreed prior to contract, or as directed to the renter from time to time by Web 3 Resource Ltd (Taxicode).
- 7. Membership Fee Default Procedure:
- 7.1 If The Renter’s membership becomes overdue by 1 week The Renter will be contacted by email and telephone on a weekly basis until the account is brought up to date.
- 7.2 If The Renter’s membership becomes overdue by 4 weeks The Renters area will have it’s advertising suspended until the account is brought up to date.
- 7.3 If The Renter’s membership becomes overdue by 5 weeks The Renters area will be de-activated and access to their dashboard removed and legal proceedings will be instigated to recover any outstanding monies, to include any legal fee’s generated through recovery and applicable interest payable persuant with current UK government policy.
- 8. Booking’s Payments:
- 8.1 Payments will be made to The Renter for bookings generated by The Renters area/s and payments taken with The Renters terminal on a weekly basis by Bacs directly into the Renters bank account.
- 8.2 Payments will be processed automatically by the Taxicode system, and made in the week following the completion date of any booking strictly on the basis that the booking has been marked as complete in the Taxicode System by The Renter within their dashboard before midnight on Sunday of the week in which the booking was completed.
- 9. Telecoms Charges:
- 9.1 The Renter shall receive an electronic invoice from Web 3 Resource Ltd (Taxicode) via email for telecoms charges at the end of each rental period calculated on the minutes and seconds that the number divert from The Renters Taxicode area/s has been in use during that period (previous month).
- 9.2 Calls are calculated at 25p per minute but are only charged by the second for actual usage when the phone has been answered by The Renter, representative of, answering machine, or voicemail system. Note. The Renter will not be charged for unanswered calls
- 10. Credit/Debit Card Terminal:
- 10.1 Use of the card terminal is only granted to The Renter under the following conditions in order to prevent card fraud and for protection against chargebacks.
- 10.2 No single transaction shall exceed £500.00.
- 10.3 Use of the card terminal is permitted up to a maximum value of £2,000.00 per month without lodging a deposit on your account.
- 10.3.1 If use of the terminal exceeds £2,000.00 per month but is less than £5,000.00 per month an automatic deposit of £1,000.00 will be applied to your account and will be held in lieu of potential card fraud or chargebacks for a period of 60 days further to any termination of membership by Web 3 Resource Ltd (Taxicode) or The Renter. Your maximum single transaction value will be increased from £500 to £750.
- 10.3.2 If use of the terminal exceeds £5,000.00 per month an automatic deposit of £2,000.00 will be applied to your account and will be held in lieu of potential card fraud or chargebacks for a period of 90 days further to any termination of membership by Web 3 Resource Ltd (Taxicode) or The Renter. Your maximum single transaction value will be increased to £1000.
- 10.4 Any chargebacks made to Web 3 Resource Ltd (Taxicode) for terminal payments or bookings are the responsibility of The Renter and it is The Renter’s duty to be diligent when accepting card payments and bookings with regards the potential for fraud.
- 10.4.1 Chargebacks will automatically be recovered from The Renter through the payment method with which Web 3 Resource Ltd (Taxicode) usually obtains payment from The Renter.
- 10.4.2 Chargebacks will only be defended by Web 3 Resource Ltd (Taxicode) on behalf of The Renter if all necessary documents and receipts of journeys and bookings relevant to the chargeback in dispute and as requested by Web 3 Resource Ltd (Taxicode), are provided by The Renter in a timely manner in line with current conditions enforced by Web 3 Resource Ltd (Taxicode)’s merchant account provider.
- 10.4.3 Any monies recovered through successful defence of a chargeback will be refunded to The Renter.
- 10.5 If The Renter uses or attempts to use the card terminal or booking system fraudulently, all details will be recorded and documented and immediately reported to the relevant police authorities and officials.
- 10.5.1 Any monies subject to fraud or suspicion of fraud will immediately be recovered from The Renter through the payment method with which Web 3 Resource Ltd (Taxicode) usually obtains payment from The Renter.
- 10.5.2 Any monies recovered from The Renter as suspected fraud will be refunded to The Renter only on satisfaction of all parties involved that fraud has not been committed or is not about to be committed.
- 11. Receipts for Bookings:
- 11.1 Receipts for bookings generated by The Renters Taxicode area and receipts for bookings paid for through The Renters card terminal shall in all cases be supplied by The Renter, sub-contractor, representitive of, or driver engaged by The Renter if requested by the customer.
- 11.2 In all cases Web 3 Resource Ltd (Taxicode) recommends strongly that receipts are issued by The Renter to the customer for each journey completed.
- 11.3 Web 3 Resource Ltd (Taxicode) will not under any circumstances issue receipts for journeys carried out by The Renter, sub-contractor, representitive of, or driver engaged by The Renter.
- 12. Trade names, Trade marks, logo’s, Service marks:
- 12.1 Web 3 Resource Ltd (Taxicode) requires a written proposal or email proposal prior to granting any request for The Renter to use any of the aforementioned Web 3 Resource Ltd (Taxicode) names, marks or Logo’s for any purpose.
- 12.2 Web 3 Resource Ltd (Taxicode) retains the right to refuse usage of any Web 3 Resource Ltd (Taxicode) names, marks or Logo’s by The Renter or any third party.
- 12.3 In the event that The Renter or any third party is granted usage of any Web 3 Resource Ltd (Taxicode) names, marks or Logo’s the aforementioned shall in all cases be supplied as digital files by Web 3 Resource Ltd (Taxicode) in the appropriate size and file format and under no circumstances shall be altered or re-drawn by any other party.
- 13. Liability:
- 13.1 Neither party excludes or limits liability to the other for death or personal injury
- 13.2 Subject to clause 13.1 neither party shall be liable to the other in contract, tort (including negligence and breach of statutory duty) or otherwise for "indirect or consequential loss or damage" for these purposes, the expression "indirect or consequential loss or damage" shall include but not be limited to loss of revenue, profit, anticipated savings or business.
- 14. Confidential information:
- Subject to clause 14.2 the renter shall:
- 14.1.1 Use confidential information only for the purposes of this agreement.
- 14.1.2 Disclose confidential information to a third party only with the prior written consent of Web 3 Resource Ltd (Taxicode) and
- 14.1.3 Ensure that any third party to which confidential information is disclosed under clause 13.1.2 executes a confidentiality undertaking in favour of Web 3 Resource Ltd (Taxicode) substantially on the terms of this clause 14.
- 14.2 The provisions of clause 14.1 shall not apply to any confidential information which:
- 14.2.1 Is in or comes into the public domain other than by default of The Renter:
- 14.2.2 Is, or has already been, independently generated by The Renter:
- 14.2.3 And properly disclosed pursuant to and in accordance with a relevant statutory obligation with the prior consent of Web 3 Resource Ltd (Taxicode) (such consent not to be unreasonably withheld)
- 15. Duration and Termination:
- 15.1 This Agreement shall enter into force on receipt of payment and subject as provided in clause 15.2 to 15.3 shall continue for a minimum period of three months unless the Parties shall mutually agree in writing (prior to the date) to revised terms and conditions.
- 15.2 Without prejudice to its other rights, Web 3 Resource Ltd (Taxicode) shall be entitled (but not obliged) to terminate this agreement forthwith if:
- 15.2.1 The Renter commits any breach of this Agreement which is not capable of remedy.
- 15.2.2 The Renter commits any breach of this Agreement which is capable of remedy but fails to remedy the same within 30 days of receipt of written or emailed notice giving particulars of the breach and requiring it to be remedied.
- For the purposes of clauses 15.2.1 and 15.2.2 a breach shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects other than as to time of performance (providing that the time of performance is not of the essence)
- 15.2.3 Any of The Renters Directors is convicted of an arrestable criminal offence.
- 15.2.4 The Renter ceases, or threatens to cease, to carry on business or a substantial part of its business.
- 15.2.5 The Renter undertakes or threatens to undertake any conduct which Web 3 Resource Ltd (Taxicode) feels is capable of bringing Web 3 Resource Ltd (Taxicode) into disrepute.
- 15.3 Either Party shall be entitled to terminate this agreement forthwith if.
- 15.3.1 A receiver or administrative receiver is appointed over any of the property or assets of the other party:
- 15.3.2 The other party goes into liquidation (except for the purposes of amalgamation or reconstruction in such a manner that the company resulting therefrom effectively agrees to be bound by assumed obligations imposed on that other party under this agreement) or
- 15.3.4 Anything analogous to any of the foregoing under the law of any juristiction occurs in relation to the other Party.
- 15.4 After the initial contract period specified unless the Parties shall mutually agree in writing (prior to the date) The Renter can cancel their membership by giving three months notice in writing to Web 3 Resource Ltd (Taxicode).
- 15.5 Web 3 Resource Ltd (Taxicode) will not part refund membership to The Renter should they wish to terminate the service with immediate effect.
- 16. Effects or termination:
- 16.1 Upon termination of this Agreement for any reason:
- 16.1.1 The Renter shall cease to promote, market advertise or solicit prospective Customers for the services provided by Web 3 Resource Ltd (Taxicode).
- 16.1.2 The Renter shall have no claim against Web 3 Resource Ltd (Taxicode) for compensation for loss of goodwill or any similar loss (except for any amount as may be due in accordance with clause 8)
- 16.1.3 Subject as otherwise provided herein and to any rights or obligations which have accrued prior to termination Web 3 Resource Ltd (Taxicode) shall have no obligation to The Renter under this Agreement.
- 17. Assignment:
- 17.1 Web 3 Resource Ltd (Taxicode) shall be entitled to assign or transfer this Agreement or any of its rights or obligations hereunder to any Associated Company, without notice to the renter, or to any other person under notification to the Renter.
- 17.2 The Renter shall not be entitiled to assign or transfer this Agreement or any of its rights or obligations hereunder to any other party without Web 3 Resource Ltd (Taxicode) prior written consent.
- 18. Waiver
- Failure by either party at any time to enforce any of the provisions of this Agreement shall neither be constructed as a waiver of any rights or remedies hereunder nor in any way affect the validity of this Agreement or any part of it. No waiver shall be effective unless given in writing and no waiver of a breach of this Agreement shall constitute a waiver of any antecedent or subsequent breach.
- 19. Amendments:
- This Agreement shall not be varied or amended unless such variation or amendment is agreed in writing by or on behalf of each Party hereto (which shall, in the case of Web 3 Resource Ltd (Taxicode), only be binding if signed by an authorised signatory) except that the quality plan, any technical documentation or training documentation may be amended unilaterally by Web 3 Resource Ltd (Taxicode) by delivery from time to time in writing by Web 3 Resource Ltd (Taxicode) to the Renter.
- 20. Force Majeure:
- 20.1 Neither party shall be laible for any breach of its obligations hereunder resulting from an event of Force Majeure.
- 20.2 Each of the parties hereto agrees to give notice to the other forthwith upon becomming aware of any event of Force Majeure, such notice to contain details of the circumstances giving rise to the event of Force Majeure.
- 20.3 If any delay or failure in performance of any part of this Agreement by a party is attributable to an event of Force Majeure which continues for more than 90 days then the other party shall be entitled to terminate this Agreement. Notwithstanding anything herein to the contrary, neither party shall be liable for any such delay or failure in performance of any part of this Agreement to the extent that such delay or failure is attribuatable to an event of Force Majeure.
- 1. Definitions
-
- In this agreement unless the context otherwise requires, the following words and expressions shall have the following meanings.
- "Agreement" This rental agreement together with any schedules hereto:
- "Clauses and Schedules" References to Clauses and Schedules of this Agreement unless specifically stated.
- "Director" In relation to a party means a Director as defined in section 741 of the companies act 2006 and shall include any shadow director as defined in that section.
- "Customer" A person who enters into an agreement verbal or written to travel with a Taxicode area Renter and whose execution is procured by The Renter.
- "Connected Person" In relation to a party means any connected person as defined in section 346 of the Companies Act 2006.
- "Associated Company" In relation to a party means any Subsidiary as defined in sections 736 and 736a of the companies act 2006 ("Subsidiary") or any holding company as also defined in sections 737 and 736a of the companies act 2006 ("Holding Company") and any Subsidiary of such Holding Company.
- "Confidential Information" All information disclosed to The Renter by Web 3 Resource Ltd (Taxicode) whether written or oral, which would in the reasonable opinion of Web 3 Resource Ltd (Taxicode) be considered confidential together with all other information which relates to the business affairs, Internet, customers, products, developments, trade secrets, know-how and personnel of Web 3 Resource Ltd (Taxicode) including all information about the customers of which the renter becomes aware during the term of this Agreement.
- "Force Majaeure" Any cause beyond A Party's reasonable control affecting performance by A Party of its obligations hereunder including, but not limited to, acts of God, Insurrection or civil disorder, war or military operations, national or local emergency, acts or omissions of Government , highway authorities or other civil authorities, industrial disputes of any kind, fire, flood, acts of omissions of persons or bodies beyond the reasonable control of the affected Party.
- "Net Charges" In relation to any services provided under an agreement verbal or written procured by The Renter or introduced by Web 3 Resource Ltd (Taxicode). The charges invoiced by either party to a customer less any value added tax or other sales tax payable thereon and any allowances, discounts rebates or refunds in respect thereof.
- "Services" The use of the Taxicode website and provision of taxi, minibus and coach journeys.
- "Quality Plan" The quality plan provided to The Renter from time to time by or on behalf of Web 3 Resource Ltd (Taxicode) Ltd. The current version is set out herein.
- "Training Documentation" Any written guidelines for use of the Taxicode system that may be provided from time to time.
- "Schedule" Detailing the rental plan and other such product or promotional activity and additional services as advised from time to time by Web 3 Resource Ltd (Taxicode).
- "Taxicode System" The online software provided by Web 3 Resource Ltd (Taxicode)
- "Dashboard" The password protected interface provided as part of the online software to The Renter facilitating access to the Taxicode System.
- "Credit/Debit Card Terminal" Shall refer to the payment gateway provided for usage by The Renter within their dashboard to facilitate the use of a credit or debit card as a method of payment by customers for services to be provided by The Renter.
- "Telecoms Charges" Charges made to The Renter by Web 3 Resource Ltd (Taxicode), for the provision and continuous monitoring of a telephone number on The Renters area website.
- "Bacs" Automated payment system for transferring money between bank accounts.
- 2. Contract Term:
- 2.1 Web 3 Resource Ltd (Taxicode) hereby rents the area/s to the renter as its non-exclusive representative for the provision of taxi, minibus or coach bookings and the solicitation, promotion of the services mentioned herein.
- 2.2 Web 3 Resource Ltd (Taxicode) shall on receipt of payment supply The Renter with login details and password information necessary to operate a Taxicode website.
- 2.3 The Renter shall operate their Taxicode area within the guidelines set out in this contract.
- 3. Renters Activities and Quality Plan:
- 3.1 The Renter shall use its best endeavours to promote and market the services as widely as possible, in the performance of such obligations, the renter shall:
- 3.1.1 Not use any advertising or promotional material in promoting Taxicode other than the Taxicode website and information and promotional items as supplied from time to time by Web 3 Resource Ltd (Taxicode).
- 3.1.2 Ensure that the promotion of the Services is in a a form and manner consistent with the website and any additional material provided from time to time.
- 3.1.3 Cultivate and maintain good relations with customers and prospective customers in accordance with sound commercial principles.
- 3.1.4 Maintain an adequate level of drivers employed, or subcontractors necessary to fulfill all reasonable customer requests for type and quality of vehicle.
- 3.1.5 Ensure all vehicles are clean and well maintained and all drivers clean and presentable.
- 3.1.6 Warrant that the renter and all employed drivers and subcontractors hold the necessary local authority licenses to carry out the services.
- 3.1.7 Further warrant that all vehicles and drivers hold the adequate level of Insurance to provide the services.
- 3.1.8 Comply with the data protection legislation in force in the UK from time to time in its collection , processing or disclosure of any personal data regarding Customers and will provide security for that data to the level required of a data controller (as defined by the Data Protection act 1998).
- 3.1.9 Not hold out to be Taxicode or the name used for The Renters Taxicode area website URL.
- 3.1.10 Clearly identify The Renters trading name and area of operation or license if asked by all inquirers.
- 3.1.11 Provide all necessary information in a clear and timely fashion to all UK taxi licensing authorities.
- 4. Renters responsibilities for online bookings:
- 4.1.1 The Renter shall: Responsibly use their dashboard to monitor their bookings on a daily basis and deal with all bookings and enquiries in a timely manner.
- 4.1.2 Use their best endeavours to cover every booking in a timely and professional manner whether itself or by sub-contraction ensuring the quality plan is adhered to.
- 4.1.3 Immediately upon receipt of an online booking contact the customer by email and if provided telephone by voice or text to confirm the booking, name of driver , contact number in case of problems, and agree a pickup or meeting point at airport/station locations.
- 4.1.4 Inform the customer at first contact of any additional charges such as airport parking fee's, payment for which can be taken over the phone using the credit/debit card terminal.
- 5. Web 3 Resource Ltd (Taxicode) Services:
- 5.1.1 The services shall be provided by Web 3 Resource Ltd (Taxicode) to The Renter on such terms as Web 3 Resource Ltd (Taxicode) in its absolute discretion may from time to time determine consisting:
- 5.1.2 Rental of a public facing website providing a platform for aquiring instant quotations for, and the booking of taxi/minibus/coach journeys.
- 5.1.3 Provision of a contact telephone number displayed on the website to be forwarded to a mobile or landline number specified by The Renter.
- 5.1.4 Password and Login details allowing The Renter access to the Taxicode dashboard providing a user interface to customise their area/s, and interact with the Taxicode system for ongoing management of bookings and further adjustments as necessary.
- 5.1.5 The use of a card terminal accessed through the dashboard allowing customers to prepay for their journeys with a credit or debit card.
- 5.1.6 Marketing and advertising of The Renters Taxicode area/s locally on the internet.
- 6. Membership Fee Payment:
- 6.1 The Renter shall receive an initial electronic invoice from Web 3 Resource Ltd (Taxicode) via email prior to setting up of The Renters area/s payable immediately to facilitate set up, and for their first month’s membership.
- 6.2 The Renter shall receive an electronic invoice from Web 3 Resource Ltd (Taxicode) via email five days prior to due date, for their ongoing membership payable on the monthly anniversary of their initial joining payment in advance of the next rental period.
- 6.3 The Renter shall pay Web 3 Resource Ltd (Taxicode) by the due date shown on the invoice by credit/debit card, by means agreed prior to contract, or as directed to the renter from time to time by Web 3 Resource Ltd (Taxicode).
- 7. Membership Fee Default Procedure:
- 7.1 If The Renter’s membership becomes overdue by 1 week The Renter will be contacted by email and telephone on a weekly basis until the account is brought up to date.
- 7.2 If The Renter’s membership becomes overdue by 4 weeks The Renters area will have it’s advertising suspended until the account is brought up to date.
- 7.3 If The Renter’s membership becomes overdue by 5 weeks The Renters area will be de-activated and access to their dashboard removed and legal proceedings will be instigated to recover any outstanding monies, to include any legal fee’s generated through recovery and applicable interest payable persuant with current UK government policy.
- 8. Booking’s Payments:
- 8.1 Payments will be made to The Renter for bookings generated by The Renters area/s and payments taken with The Renters terminal on a weekly basis by Bacs directly into the Renters bank account.
- 8.2 Payments will be processed automatically by the Taxicode system, and made in the week following the completion date of any booking strictly on the basis that the booking has been marked as complete in the Taxicode System by The Renter within their dashboard before midnight on Sunday of the week in which the booking was completed.
- 9. Telecoms Charges:
- 9.1 The Renter shall receive an electronic invoice from Web 3 Resource Ltd (Taxicode) via email for telecoms charges at the end of each rental period calculated on the minutes and seconds that the number divert from The Renters Taxicode area/s has been in use during that period (previous month).
- 9.2 Calls are calculated at 25p per minute but are only charged by the second for actual usage when the phone has been answered by The Renter, representative of, answering machine, or voicemail system. Note. The Renter will not be charged for unanswered calls
- 10. Credit/Debit Card Terminal:
- 10.1 Use of the card terminal is only granted to The Renter under the following conditions in order to prevent card fraud and for protection against chargebacks.
- 10.2 No single transaction shall exceed £500.00.
- 10.3 Use of the card terminal is permitted up to a maximum value of £2,000.00 per month without lodging a deposit on your account.
- 10.3.1 If use of the terminal exceeds £2,000.00 per month but is less than £5,000.00 per month an automatic deposit of £1,000.00 will be applied to your account and will be held in lieu of potential card fraud or chargebacks for a period of 60 days further to any termination of membership by Web 3 Resource Ltd (Taxicode) or The Renter. Your maximum single transaction value will be increased from £500 to £750.
- 10.3.2 If use of the terminal exceeds £5,000.00 per month an automatic deposit of £2,000.00 will be applied to your account and will be held in lieu of potential card fraud or chargebacks for a period of 90 days further to any termination of membership by Web 3 Resource Ltd (Taxicode) or The Renter. Your maximum single transaction value will be increased to £1000.
- 10.4 Any chargebacks made to Web 3 Resource Ltd (Taxicode) for terminal payments or bookings are the responsibility of The Renter and it is The Renter’s duty to be diligent when accepting card payments and bookings with regards the potential for fraud.
- 10.4.1 Chargebacks will automatically be recovered from The Renter through the payment method with which Web 3 Resource Ltd (Taxicode) usually obtains payment from The Renter.
- 10.4.2 Chargebacks will only be defended by Web 3 Resource Ltd (Taxicode) on behalf of The Renter if all necessary documents and receipts of journeys and bookings relevant to the chargeback in dispute and as requested by Web 3 Resource Ltd (Taxicode), are provided by The Renter in a timely manner in line with current conditions enforced by Web 3 Resource Ltd (Taxicode)’s merchant account provider.
- 10.4.3 Any monies recovered through successful defence of a chargeback will be refunded to The Renter.
- 10.5 If The Renter uses or attempts to use the card terminal or booking system fraudulently, all details will be recorded and documented and immediately reported to the relevant police authorities and officials.
- 10.5.1 Any monies subject to fraud or suspicion of fraud will immediately be recovered from The Renter through the payment method with which Web 3 Resource Ltd (Taxicode) usually obtains payment from The Renter.
- 10.5.2 Any monies recovered from The Renter as suspected fraud will be refunded to The Renter only on satisfaction of all parties involved that fraud has not been committed or is not about to be committed.
- 11. Receipts for Bookings:
- 11.1 Receipts for bookings generated by The Renters Taxicode area and receipts for bookings paid for through The Renters card terminal shall in all cases be supplied by The Renter, sub-contractor, representitive of, or driver engaged by The Renter if requested by the customer.
- 11.2 In all cases Web 3 Resource Ltd (Taxicode) recommends strongly that receipts are issued by The Renter to the customer for each journey completed.
- 11.3 Web 3 Resource Ltd (Taxicode) will not under any circumstances issue receipts for journeys carried out by The Renter, sub-contractor, representitive of, or driver engaged by The Renter.
- 12. Trade names, Trade marks, logo’s, Service marks:
- 12.1 Web 3 Resource Ltd (Taxicode) requires a written proposal or email proposal prior to granting any request for The Renter to use any of the aforementioned Web 3 Resource Ltd (Taxicode) names, marks or Logo’s for any purpose.
- 12.2 Web 3 Resource Ltd (Taxicode) retains the right to refuse usage of any Web 3 Resource Ltd (Taxicode) names, marks or Logo’s by The Renter or any third party.
- 12.3 In the event that The Renter or any third party is granted usage of any Web 3 Resource Ltd (Taxicode) names, marks or Logo’s the aforementioned shall in all cases be supplied as digital files by Web 3 Resource Ltd (Taxicode) in the appropriate size and file format and under no circumstances shall be altered or re-drawn by any other party.
- 13. Liability:
- 13.1 Neither party excludes or limits liability to the other for death or personal injury
- 13.2 Subject to clause 13.1 neither party shall be liable to the other in contract, tort (including negligence and breach of statutory duty) or otherwise for "indirect or consequential loss or damage" for these purposes, the expression "indirect or consequential loss or damage" shall include but not be limited to loss of revenue, profit, anticipated savings or business.
- 14. Confidential information:
- Subject to clause 14.2 the renter shall:
- 14.1.1 Use confidential information only for the purposes of this agreement.
- 14.1.2 Disclose confidential information to a third party only with the prior written consent of Web 3 Resource Ltd (Taxicode) and
- 14.1.3 Ensure that any third party to which confidential information is disclosed under clause 13.1.2 executes a confidentiality undertaking in favour of Web 3 Resource Ltd (Taxicode) substantially on the terms of this clause 14.
- 14.2 The provisions of clause 14.1 shall not apply to any confidential information which:
- 14.2.1 Is in or comes into the public domain other than by default of The Renter:
- 14.2.2 Is, or has already been, independently generated by The Renter:
- 14.2.3 And properly disclosed pursuant to and in accordance with a relevant statutory obligation with the prior consent of Web 3 Resource Ltd (Taxicode) (such consent not to be unreasonably withheld)
- 15. Duration and Termination:
- 15.1 This Agreement shall enter into force on receipt of payment and subject as provided in clause 15.2 to 15.3 shall continue for a minimum period of three months unless the Parties shall mutually agree in writing (prior to the date) to revised terms and conditions.
- 15.2 Without prejudice to its other rights, Web 3 Resource Ltd (Taxicode) shall be entitled (but not obliged) to terminate this agreement forthwith if:
- 15.2.1 The Renter commits any breach of this Agreement which is not capable of remedy.
- 15.2.2 The Renter commits any breach of this Agreement which is capable of remedy but fails to remedy the same within 30 days of receipt of written or emailed notice giving particulars of the breach and requiring it to be remedied.
- For the purposes of clauses 15.2.1 and 15.2.2 a breach shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects other than as to time of performance (providing that the time of performance is not of the essence)
- 15.2.3 Any of The Renters Directors is convicted of an arrestable criminal offence.
- 15.2.4 The Renter ceases, or threatens to cease, to carry on business or a substantial part of its business.
- 15.2.5 The Renter undertakes or threatens to undertake any conduct which Web 3 Resource Ltd (Taxicode) feels is capable of bringing Web 3 Resource Ltd (Taxicode) into disrepute.
- 15.3 Either Party shall be entitled to terminate this agreement forthwith if.
- 15.3.1 A receiver or administrative receiver is appointed over any of the property or assets of the other party:
- 15.3.2 The other party goes into liquidation (except for the purposes of amalgamation or reconstruction in such a manner that the company resulting therefrom effectively agrees to be bound by assumed obligations imposed on that other party under this agreement) or
- 15.3.4 Anything analogous to any of the foregoing under the law of any juristiction occurs in relation to the other Party.
- 15.4 After the initial contract period specified unless the Parties shall mutually agree in writing (prior to the date) The Renter can cancel their membership by giving three months notice in writing to Web 3 Resource Ltd (Taxicode).
- 15.5 Web 3 Resource Ltd (Taxicode) will not part refund membership to The Renter should they wish to terminate the service with immediate effect.
- 16. Effects or termination:
- 16.1 Upon termination of this Agreement for any reason:
- 16.1.1 The Renter shall cease to promote, market advertise or solicit prospective Customers for the services provided by Web 3 Resource Ltd (Taxicode).
- 16.1.2 The Renter shall have no claim against Web 3 Resource Ltd (Taxicode) for compensation for loss of goodwill or any similar loss (except for any amount as may be due in accordance with clause 8)
- 16.1.3 Subject as otherwise provided herein and to any rights or obligations which have accrued prior to termination Web 3 Resource Ltd (Taxicode) shall have no obligation to The Renter under this Agreement.
- 17. Assignment:
- 17.1 Web 3 Resource Ltd (Taxicode) shall be entitled to assign or transfer this Agreement or any of its rights or obligations hereunder to any Associated Company, without notice to the renter, or to any other person under notification to the Renter.
- 17.2 The Renter shall not be entitiled to assign or transfer this Agreement or any of its rights or obligations hereunder to any other party without Web 3 Resource Ltd (Taxicode) prior written consent.
- 18. Waiver
- Failure by either party at any time to enforce any of the provisions of this Agreement shall neither be constructed as a waiver of any rights or remedies hereunder nor in any way affect the validity of this Agreement or any part of it. No waiver shall be effective unless given in writing and no waiver of a breach of this Agreement shall constitute a waiver of any antecedent or subsequent breach.
- 19. Amendments:
- This Agreement shall not be varied or amended unless such variation or amendment is agreed in writing by or on behalf of each Party hereto (which shall, in the case of Web 3 Resource Ltd (Taxicode), only be binding if signed by an authorised signatory) except that the quality plan, any technical documentation or training documentation may be amended unilaterally by Web 3 Resource Ltd (Taxicode) by delivery from time to time in writing by Web 3 Resource Ltd (Taxicode) to the Renter.
- 20. Force Majeure:
- 20.1 Neither party shall be laible for any breach of its obligations hereunder resulting from an event of Force Majeure.
- 20.2 Each of the parties hereto agrees to give notice to the other forthwith upon becomming aware of any event of Force Majeure, such notice to contain details of the circumstances giving rise to the event of Force Majeure.
- 20.3 If any delay or failure in performance of any part of this Agreement by a party is attributable to an event of Force Majeure which continues for more than 90 days then the other party shall be entitled to terminate this Agreement. Notwithstanding anything herein to the contrary, neither party shall be liable for any such delay or failure in performance of any part of this Agreement to the extent that such delay or failure is attribuatable to an event of Force Majeure.