General Terms and Conditions for Taxi Drivers Using the THUMB Platform

 

“App”	The software application provided by us as part of the THUMB Platform and as made available for downloading onto certain portable electronic devices through recognised stores including Google Play.
“Booking”	A confirmed Booking Request.
“Booking Request”	A request submitted to us by a User via the App for the purchase of the Transportation Services.
“Booking Services”	The features and functions of the App provided by us around the arranging and reservation and purchasing by Users of Transportation Services, the notifying of Booking Requests to you and as further explained in clause 2.2 below.
“Driver Allocation”	The point in the Booking process for Transportation Services where we have arranged, as agent, for a Driver to provide a User with a Journey as further described in clause 2.2.3.
“THUMB Platform” “Journey”	A combination of the App, our website, and the Services provided by our technology platform. A journey that you provide to a User by Taxi.
“Legislation”	CAYMAN ISLANDS TRAFFIC (PUBLIC PASSENGER VEHICLES) REGULATIONS (2020 Revision) and any regulations, rules, requirements and policies (including those from time to time stipulated by Cayman Islands Public Transport Unit relevant to the operation of taxis, each as amended, extended or re-enacted from time to time.
“Service” “Stop Notice”	Any of the services described in these Terms including the Booking Services provided by us, and the Transportation Services provided by you. Temporary suspension of your Account due to the circumstances described in clauses 4.3 and 4.5.2.
“Taxi”	Taxis are referred to in legislation, regulation and common language as ‘taxis’, and ‘cabs’. The term ‘taxi’ is used throughout these Terms and refers to all such vehicles.
“Transportation Services”	The Services consisting of a Taxi Driver performing a Journey which it supplies to a User directly.
“Transportation Service Area”	The areas and locations in which the Transportation Services are available to Users at any given time, as indicated through the App.
“us”, “we” or “our” “User”	THUMB Ltd trading as THUMB. A user of any Transportation Services.
“you” or “your”, the “Driver”	You as a licensed and App-registered Taxi Driver, and provider of the Transportation Services to Users obtaining Transportation Services via our Booking Services within the App.

 

1. Introduction

1.1. We are Thumb Ltd, trading as THUMB (a ride hail service for Taxi vehicles), a company registered in the Cayman Islands.

1.2. These are the terms and conditions (the “Terms“) which apply to your use of the App and its Services. We, as agent, introduce you to Users of our Booking Services who seek and obtain Transportation Services from you and other Drivers.

1.3. We ask that you read these Terms carefully before you use the THUMB Platform. These Terms set out how we will provide the App and the Booking Services to you, how you and we may change or end your right to use THUMB Platform, what to do if there is a problem and other important information

1.4. There are other terms that will apply to your use of the Services. This includes the following:

1. a) our Privacy Policy, Fee Policy and our driver orientation process and its related conditions and standards as determined by us from time to time;
2. b) the terms of Google Play and/or such other store from which you may download the App; and
3. c) any other terms, policies and/or changes in Legislation as may be applicable from time to time including those notified to you by us, any government and/or local authority, including but not limited to those with reference to rules concerning COVID-19 / SARS-CoV-2.

1.5. When you first register with us, you are required to acknowledge and accept the terms and conditions as set out in these Terms and in doing so, you agree to adhere to your obligations arising under these Terms whenever using our Booking Services and whenever providing the Transportation Services.

1.6. A copy of these Terms is located on our website and within the App.

1.7. Should you need to contact us, you may do so by e-mail at: support@thumb.ky.

1.8. If we have to contact you, we will do so by telephone or in writing, using the details which you provide to us when opening your Account.

1.9. When we use the words “writing” or “written” in these terms, this includes emails and communications made through the App.

1.10. Unless the context otherwise requires, words in the singular shall include the plural and vice versa.

2. The Booking Service

2.1. We provide you with requests for Transportation Services. We act as an intermediary between you and the User. We do not provide Transportation Services. When we say in these Terms that we will provide you with Booking Services, we mean that we will provide you with access to and use of the THUMB Platform, together with any associated support Services that we may offer. These support services relate only to the Booking Services and not to the Transportation Services.

2.2. The Booking Services (subject to the provisions of these Terms) include the following:

2. a) subject to qualifying Allocation Criteria (see clause 2.4) and User demand, notifying you of Booking Requests (and User Ride information related to that Booking Request) (an “Invitation”);
3. b) providing you with the option of accepting or rejecting an Invitation; and
4. c) in the event that you accept the Invitation, allocating you as the Driver for the User in respect of the corresponding Booking Request (“Driver Allocation”).

2.3. The Booking Service we provide to the User consists of the following:

1. a) receiving and accepting Booking Requests;
2. b) identifying a suitable driver for the User’s Journey; and
3. c) keeping a record of the Booking / the Journey.

2.4. In order to receive an Invitation, you must have in place / you must do the following:

1. a) enable use of location data sent from your device(s), so that we can check whether you are in the vicinity of the User who has submitted a Booking Request;
2. b) update your status on the App (to available), so that we can check that you are available; and
3. c) provide such other information that we may request from time to time

(together, the “Allocation Criteria”).

2.5. You are responsible for complying with the requirements of the Allocation Criteria.

2.6. We are not under any obligation to send any Invitations to you, and you are under no obligation to accept any Invitation sent to you. Any Invitations that are sent to you are done so at our sole discretion. We do not provide any guarantees as to a minimum number of Invitations that will be sent to you within any fixed period of time.

2.7. If you wish to accept an Invitation, you must indicate this within the App. If you do not accept the Invitation within a short period of time after receiving it (approximately 15 seconds or at such other time limit as we may determine in our sole discretion), you will be deemed to have rejected the Invitation at which point the Invitation will be forwarded to another driver.

2.8. At the point that you indicate your acceptance of an Invitation with the App (Driver Allocation), you agree with the User to be the Driver for the User for their Journey in accordance with that User’s Booking Request, and to supply Transportation Services as principal to the User. This means that you will be solely responsible for providing the Transportation Services to the User.

2.9. Once Driver Allocation has taken place, you will (via the App) receive key User information including the User’s name,pick-up location and destination. You will also be able to call the User via the App.

2.10. Subject to your compliance with these Terms, we grant to you a limited, non-sub-licensable, non-exclusive, non-transferable, revocable, right to: (i) access and use the App on a portable electronic device solely in connection with your use of the Booking Services and supply of the Transportation Services; and (ii) access and use any content, information and related materials that may be made available through the Services. You establish a contract with us for the provision of Booking Services when you select the “Accept” button while registering for our Booking Services via the App. At the point you select the “Accept” button you agree to be bound by these Terms.

2.11. In order to access the Booking Services, you need to set-up and maintain an Account and provide details of your bank account in order to access and use the App, use the Booking Services, and receive payments due to you for Bookings.

2.12. We are not a party to your contract with the User in respect of the Transportation Services and we are not responsible for providing any Transportation Services ordered through the App.

3. Your Obligations

3.1. You shall from the date you agree to these Terms and for the duration of your use of any aspect of the THUMB Platform:

1. a) be 21 years of age or older;
2. b) hold valid proof of your identity;
3. d) hold a valid Cayman Islands driving licence with the appropriate level of certification required to drive the vehicle used to provide the Transportation Services;
4. e) a valid taxi driver licence;
5. f) a valid taxi vehicle licence, as issued by the relevant licensing authority for you and for the vehicle you use to provide the Transportation Services, as applicable;
6. i) hold a valid and appropriate insurance policy for the vehicle used to provide the Transportation Services;
7. j) hold any and all other consents, licences, permits, approvals, authorities and insurance documents that we may reasonably require you to hold from time to time as a third party transportation provider; and

(together, the “Driver Requirements”).

3.2. To ensure your compliance with the Driver Requirements, and to allow us to comply with our regulatory requirements, you must provide us with copies of the documents, consents, licences, permits, approvals, authorities and insurance documents referred to in this section 3 prior to provision of any Transportation Services. You must also submit to us copies of all updated or renewed versions of such documents. We shall be entitled on request to review such documents, consents, licences, permits, approvals, authorities and insurance documents from time to time, and your failure to provide or maintain any of these documents shall constitute a serious breach of these Terms.

3.3. You shall from the date you agree to these Terms and for the duration of the contract for Booking Services:

1. a) perform the Transportation Services with care, skill and diligence in accordance with good industry practice;
2. b) provide all equipment (including any devices), tools, vehicles and such other items, at your own expense, as are required to provide the Transportation Services and to pay for any such expenses required to provide the Transportation Services including without limitation insurance, fuel, licensing and service and repair charges in respect of the registered vehicle;
3. c) maintain the vehicle used to provide the Transportation Services in a clean and sanitary condition;
4. d) ensure the vehicle used to provide the Transportation Services complies with all laws, regulations and standards applicable in the Cayman Islands from time to time relating to vehicle emissions;
5. e) maintain the vehicle used to provide the Transportation Services in a safe, roadworthy and good operating condition;
6. f) hold and at all times maintain all consents, licences, permits, approvals and authorities which may be required for the provision of the Transportation Services;
7. g) comply with all applicable laws, regulations, governmental and/or regulatory policies, guidelines or industry codes which may apply from time to time to the provision of the Transportation Services;
8. h) observe all health and safety rules and regulations that apply to the provision of the Transportation Services;
9. i) not do or omit to do anything which may cause us to lose any consent, licence, permit, approval or authority on which we rely for the purposes of conducting our business; and
10. k) pay all charges due by you at the appropriate time. You shall immediately notify us via the driver emergency line, if you have accepted a request for Transportation Services and/or are in the course of providing Transportation Services and are involved in an incident or emergency, for example if you suffer a flat tyre, an accident, or a breakdown (see section 7).

Driver Emergency Line 924 6695

3.4. We shall facilitate your contact with the User for the purposes of providing the Transportation Services anticipated in the Booking. You agree to adhere to all data protection laws.

4. General Driver Obligations and Restrictions

4.1. You shall at all times and at your own expense, be responsible for arranging your own internet or mobile data service in order to access the THUMB Platform. You are responsible for using a portable electronic device with the minimum technical requirements in order to use the App. You acknowledge and accept the risks associated with use of the internet, including the fact that the internet is a publicly accessible network. We cannot be held liable for the quality of the Internet service, and/or any damage resulting from its misuse including but not limited to any forms of illegitimate accessing, malicious actions or cyber-attacks.

4.2. You must not do any of the following:

1. a) use the THUMB Platform and/or supply the Transportation Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the App or any operating system;
2. b) infringe our intellectual property rights or those of any third party in relation to your use of the THUMB Platform;
3. c) transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the THUMB Platform;
4. d) use the THUMB Platform in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
5. e) collect or harvest any information or data from the THUMB Platform or any of our systems or attempt to decipher any transmissions to or from the servers running the Booking Services.

4.3. You are responsible for keeping your username and password confidential and secure. You must not provide the password to third parties or allow any third parties to access the App or any other services. You may not assign or otherwise transfer your Account to any other person or entity. You must inform us immediately via the appropriate e-mail address (see 1.7) if a third party uses your Account without authorisation. In particular, you are obliged to inform us of any loss, theft or misuse of your password or smartphone or other device on which you use the App, or any other unauthorised use of your Account, password or other personal identification features. If you know or suspect that any of the above has happened, you must immediately notify us (a “Stop Notice”).

4.4. If you download or stream the App onto any device not owned by you, you must have the owner’s permission to do so. You will be responsible for complying with these Terms, whether or not you own the device.

4.5. You agree that you will:

1. a) not rent, lease, sub-license, loan, provide, or otherwise make available, the App or the Booking Services to any person;
2. b) not copy the App or the Booking Services, except as part of the normal use of the App or where it is necessary for the purpose of back-up or operational security; and
3. c) not translate, merge, adapt, vary, alter or modify, the whole or any part of the App, or Booking Services nor permit the App or the Booking Services or any part of them to be combined with, or become incorporated in, any other programs, except as necessary for your use of the App and the Booking Services on devices as permitted in these Terms.

4.6. We recommend that you back up any content and data used in connection with the THUMB Platform.

4.7. The THUMB Platform has not been developed to meet your individual requirements.

4.8. The App may provide access to information and materials created or uploaded by other users of the THUMB Platform. This information and these materials have not been verified or approved by us. The views expressed by other users through the App do not represent our views or values. If you wish to complain about information and materials uploaded by other users, please contact us at the appropriate e-mail address (see section 1.7).

4.9. Notwithstanding that we are not liable for the provision of the Transportation Services or for any of your actions, you undertake to notify us promptly, and to provide us with all relevant details, if any third-party asserts any claims against us due to your violation of any rights, to the extent that this information is required for any legitimate reason such as verification and/or legal defence purposes.

4.10. Whenever you make use of a feature that allows you to upload content to the App or to make contact with Users, you must comply with the content standards set out in section 4.2 above. If we suffer loss because you breach the rules about content standards, you will reimburse us for that loss. Any content you upload to the App will be considered non-confidential and non-proprietary. We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to the App constitutes a violation of their intellectual property rights, or of their right to privacy. We have the right to remove any posting you make on our App.

4.11. You agree to comply with all applicable laws when using the THUMB Platform. Any use of the THUMB Platform and Transportation Services shall only be for legitimate purposes. You are not permitted to transport or cause the transportation of any illegal or dangerous goods. When providing the Transportation Services, you will not cause disturbance, discomfort, inconvenience or material damage, nor participate in any other illegal conduct, either in relation to the User or any third-party, such as trying to defraud them or by using a different vehicle than the one with which you are registered. In some circumstances, you may be asked to provide evidence of identification. You accept that you may be denied access to or use of the THUMB Platform and Booking Services if you refuse to present such documentation (see section 5.1).

5. Exclusion from Use

5.1. We reserve the right to exclude you from the use of the THUMB Platform, temporarily or permanently, in whole or in part, without cause and in our absolute discretion. We would normally do so in the case of your material breach (i.e. substantial failures or violations) of your legal or contractual obligations, or where any of your actions have caused us to doubt your reliability as a provider of the Transportation Services.

5.2. A material breach includes, but is not limited to the following:

1. a) severe violations of these Terms and/or such other terms and policies made available by us from time to time, and/or
2. b) if you have already accepted the Invitation, the refusal by you to complete a Journey for User without reasonable cause and without giving satisfactory proof of the reasonable cause if requested by us to do so. An incident or emergency, for example a flat tyre, an accident, or a breakdown, or any event where your safety may be at risk for any reason or waiting at the pick-up location for 5 minutes or longer following the arrival time indicated through the App may, at our absolute discretion, constitute reasonable causes.

5.3. We shall inform you in writing, together with our reasons, of any measure suspending, restricting and/or excluding your use of any of the THUMB Platform.

6. Your Relationship With Us

6.1. In respect of a Journey a User makes, we act as agent of the Driver allocated to that User’s Booking / Journey, whereby the Driver will be deemed for all purposes the User’s principal in the provision of that Transportation Service. We are the agent in that relationship. We do not provide Journeys to Users directly. We act as an intermediary between the Driver and the User, and we are not a party to the contract between the User and the Driver in any way, including in respect of the Journey.

6.2. Except as otherwise stated, nothing in these Terms shall render you our employee, worker, agent or partner, and you shall not hold yourself out as such. You declare that you are self-employed for all purposes.

6.3. These Terms constitute a contract for the provision of services from us to you and not a contract of employment and accordingly you shall be fully responsible for any healthn insurance, pensions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with your performance of the Transportation Services.

6.4. Notwithstanding that you are responsible for the sums in clause 6.3, you shall indemnify us for any such sums where such recovery is not prohibited by law. You shall further indemnify us against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by us in connection with or in consequence of any such liability, deduction, contribution, assessment or claim.

6.5. You will indemnify us for any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by you against us arising out of or in connection with the provision of the Transportation Services or your relationship with us.

6.6. You agree and acknowledge that:

1. a) you have sole responsibility for fulfilling any and all Bookings following Driver Allocation;
2. b) you are solely responsible for determining the most effective, efficient and safe manner to perform the Transportation Services related to any Booking;
3. c) you retain the sole right to determine when and for how long you use the App and/or the Booking Services (subject to any termination by us of our relationship with you pursuant to section 13);
4. d) we do not exclusively provide the Booking Services to you, and you do not have exclusive access to the Booking Services;
5. e) we as the provider of the Booking Services have ongoing relationships with other drivers who may provide the Transportation Services at any given time. We have no particular loyalty or preference to one driver over any other driver (see 2.7);
6. f) you do not (and shall not be required to) provide the services exclusively through us as agent. You are permitted without restriction to provide any services (similar, equivalent or otherwise and competing or otherwise) through other agents; and
7. g) we do not limit or restrict your ability to provide any services (similar, equivalent or otherwise and competing or otherwise), to any other entities and/or persons, whether or not you are actively using the Booking Services and/or the App.
8. Cancellations

7.1. Following Driver Allocation, you may cancel a Booking at your sole discretion. You agree to supply the Transportation Services in good faith, which shall mean to prevent where possible, any unnecessary Journey cancellations / cancellations of Journeys prior to reaching the User’s destination.

7.2. You agree and acknowledge that a User may cancel a Booking Request at any time following Driver Allocation.

7.3. In the event that the User cancels a Booking within 2.5 minutes of Driver Allocation, the User shall not pay you for your Transportation Services in relation to that Booking. Please see here for more information in relation to the wait time limits and when a cancellation compensation may be applicable. .

8. Price And Payment

8.1. The Fare eventually charged to the User shall be determined in accordance with the sum/amount displayed in the Thumb app once the Journey is completed (the “Fare”).

8.2. Operation of the Taxi shall be performed in the prescribed manner in accordance with applicable licensing rules for taxi drivers.

8.3. Following Driver Allocation, this may result in charges becoming due to you from the User in respect of actual Transportation Services that you may subsequently supply. In return for your access to (and licence for the use of) the Booking Services and THUMB Platform, we charge a commission, which is dependent on the Transportation Services that you actually provide.

8.4. Please see below for further details of payment and commission in respect of your supply of the Transportation Services to Users.

8.5. Prior to sending a Booking Request via the App, a User is provided with an estimate of the Fare (see below). This estimate is calculated in accordance with specific algorithms applied by the THUMB Platform based on a range of criteria (the “Fare Estimate”). Though we take care to ensure the Fare Estimate reflects the actual Fare that a User may ultimately owe you for any given Journey, we do not warrant that the Fare Estimate shall always be correct. The User will owe you the Fare and not the Fare Estimate.

8.6. User becomes liable to payment to you for any Transportation Services obtained following completion of any Journeys.

8.7. In consideration of us granting you a licence to use the App and provide you with the Booking Services, you agree to pay us a commission (the “Commission”) for each Booking being 12.5% of the Fare payable to you by the User for provision of the Transportation Services anticipated by that Booking which shall be payable at the then prevailing rate. The Commission payable shall be notified to you through the App.

8.8. You agree and acknowledge that the Commission is payable to us regardless of whether:

1. a) the User pays you for the Transportation Services; or
2. b) the Journey anticipated by the Booking is completed.

8.9. We reserve the right to change the level of Commission at any time. If we decide to change the level of Commission, we shall notify you by e-mail and/or in-app message. If you continue to use the App and the Booking Services following a change in the level of the Commission, you shall be deemed to have consented to such change. The Commission may take into account certain fees payable by the User.

8.10. You will assign your payment claim against each User, to us, under a contract between us. By accepting these Terms, you confirm your agreement to such a future contractual assignment of any payment claims. Once we have received, on your behalf, all payments relating to a Booking from the User in relation to Journeys, we will facilitate the payment of the fees due relating to that Booking to you on behalf of the User into the bank account details you provided when you opened your Account (or such other bank account as you notify to us from time to time).  We reserve the right to deduct any Commission payments owed by you to us from any payments that we should make to you, even when the User has not paid you for the Journey.

8.11. We will provide you with a weekly statement (the “Driver Statement”) by e-mail. The Driver Statement will set out details of the Transportation Services you have completed during the previous week and the sums due to you less Commission. We will facilitate payment of these sums (as set out in the Driver Statement) to you by electronic bank transfer within 5 working days of providing you with the Driver Statement

8.12. We do not charge Commission on any tips paid from the User to you during the provision of the Transportation Services.

8.13. If, during the course of the Transportation Services, a User asks you to change the destination or asks you to change your route in any way, for example, by asking you to make an unscheduled stop, pick-up or drop-off, the original Fare Estimate provided to the User shall no longer be valid. Your new Fare will be determined by the Thumb app, and we will notify the User of the new Fare Estimate and we will charge the User the Fare for the actual Journey taken, rather than for the journey as indicated in the original Booking Request. The Commission payable by you for that Journey will be calculated on the basis of the final Fare.

9. Our Liability to You, Responsibility and Disclaimers

9.1. If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our preventing your use of the THUMB Platform or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen.

9.2. The THUMB Platform is provided on an “as is” basis and without any warranty or condition, express, implied or statutory. This means that we do not guarantee it will work. We do not promise any specific results from the use of the THUMB Platform. We do not promise that the use of the THUMB Platform will always be secure, available, uninterrupted, or error-free, or that any problems, defects, breaks or network security vulnerabilities in the THUMB Platform will be corrected. We will not incur any liability if the THUMB Platform causes an interruption to the Services entirely or partially, temporarily or permanently. We will not be liable for the correctness, accuracy, and completeness of any information provided by you in setting up your Account and/or through any use of the THUMB Platform.

9.3. We are not liable to the Users for the Transportation Services you provide to the Users. This is because we are only an intermediary when introducing you to prospective Users through our Booking Services. When supplying the Transportation Services, you are expected to behave civilly and in accordance with section 6 and you are responsible for any fines, cautions, prosecutions and/or other sanctions imposed on you arising from your conduct when using the Booking Services and/or when supplying the Transportation Services.

9.4. We do not guarantee that any User is who they claim to be. We recommend that you exercise due diligence at all times. You may, for example, request identification from the User should you have reasonable cause to doubt they are the same individual whose name you are provided through the Booking Services / the App.

9.5. We are not responsible for the behaviour, whether online or offline, of any User of the THUMB Platform, and/or any Transportation Services they and/or anyone else should obtain from you. You are solely responsible for your own interactions with Users and/or anyone else. You shall be responsible for the cost of repair for damage to, or necessary cleaning of, a User’s property resulting from your wilful, negligent and/or reckless actions causing damage to and/or the requirement to clean a User’s possessions.

9.6. We are not responsible for, nor shall we procure insurance in respect of, any of your personal belongings with you while you supply the Transportation Services. We shall have no liability to you in any way, under contract, tort, misrepresentation, breach of statutory duty, restitution or otherwise for any theft or loss of property belonging to you or anyone else.

9.7. If defective digital content which we have supplied damages your device or digital content belonging to you, and this is caused by our failure to use reasonable care and skill we will either repair the damage or pay you compensation. However, we will not be liable for damage which you could have avoided by following our advice to apply an update offered to you free of charge or for damage which was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.

9.8. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes our liability for:

1. a) death and/or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors;
2. b) fraud or fraudulent misrepresentation; and
3. c) for breach of your legal rights in relation to the THUMB Platform.

9.9. Subject to section 9.8, our total liability to you shall be limited to 125% of all sums paid and payable by you to us for the Journeys in relation to which the breach(es) resulting in your claim(s) arise(s).

9.10. Subject to section 9.8, and in addition to the limitations of our liability provided elsewhere in these Terms, we shall have no liability to you in any way (under contract, tort, misrepresentation, breach of statutory duty, restitution or otherwise) for any of the following:

1. a) any Booking Request that has not been accepted and/or any Booking that does not complete for any reason;
2. b) failure to send you any Invitations or your failure to sell sufficient Transportation Services to Users and make sufficient income;
3. c) any loss, damage, costs, expenses or liability suffered by anyone other than you in connection with your use of the THUMB Platform;
4. d) any losses that could not reasonably be expected to result from our negligence or breach of these Terms;
5. e) any loss of profit, loss of revenue, loss of business, loss of employment, business interruption, or loss of business opportunity to your business or the business of your employer or any other person (whether or not such loss could be reasonably expected to arise as a result of our negligence or breach of these Terms); or
6. f) any other loss, damage, costs, expenses or liability that you suffer in connection with the Booking Services, save to the extent that we fail to perform our obligations to you with reasonable care and skill.

9.11. We are not responsible for loss or damage you suffer that arises out of or in connection with the Transportation Services. For example, if a User fails to arrive despite you accepting a request for Transportation Services, or if a User has provided incorrect and/or incomplete information regarding the pick-up location and/or delivery location, or if you arrive late to the User’s destination. Your contract for the Transportation Services is with the User whose request for Transportation Services you accepted, not with us.

9.12. We are not responsible for other websites you visit. The THUMB Platform may contain links to independent websites which are not provided by us. Such independent websites are not under our control, and we are not responsible for and have not checked and approved their content or their privacy policies (if any). You will need to make your own independent judgement about whether to use any such independent websites, including whether to buy any products or services offered by them.

9.13. You shall indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with:

1. a) any failure to meet the Driver Requirements or perform the Transportation Services in accordance with these Terms;
2. b) any breach or negligent performance or non-performance of these Terms;
3. c) the enforcement of these Terms; and/or
4. d) a claim by any third party (including Users, regulators and governmental authorities) directly or indirectly related to your provision of Transportation Services or use of any aspect of the THUMB Platform.

9.14. We may at our option satisfy the indemnities contained in section 6.4, 6.5 and section 9.13 (in whole or in part) by way of deduction from any payments due to you.

10. If There Is A Problem

10.1. If you have any questions or complaints about the App or the Booking Services, please contact us via the help centre pages within the App or e-mail us (see section 1.7).

10.2. If you think we have calculated your Commission incorrectly, if you notify us by email (see section 1.7) within 24 hours of our sending the Driver Statement to you, we will investigate the matter further. Our investigation is subject to you providing us with your reasonable assistance and any and all information that we may reasonably request in order that we can investigate the matter. Any decision that we reach in relation to this investigation shall be final. If you fail to notify us within 24 hours of our sending the Driver Statement to you and/or if you fail to respond to or unduly delay in your response to our request for assistance and/or information, you shall be deemed to have accepted the Driver Statement and the Commission due to you (as set out in that Driver Statement).

11. Intellectual Property

11.1. You are prohibited from copying any element of the THUMB Platform, be it entirely or partially, and from renting it, leasing it or selling it, or processing it or otherwise modifying it, or from sub-licensing it. You are prohibited from decompiling, disassembling or reverse engineering (“Reverse Engineering”) any element of the THUMB Platform.

11.2. All intellectual property rights in the THUMB Platform throughout the world belong to (or are licensed to) us and the rights in the THUMB Platform are licensed (not sold) to you. You have no intellectual property rights in, or to, the THUMB Platform other than the right to use the App and the Booking Services in accordance with these Terms.

12. Confidentiality

12.1. You agree not to use any technical, financial, strategic or other proprietary and confidential information relating to our business and operation including but not limited to the THUMB Platform, including information protected as business secrets.

12.2. You may not use, store, disclose or permit disclosure of any information about another User or driver made available to you in connection with your use of the THUMB Platform, including the name, pick-up location, contact information and photos disclosed to you by us, whether for your own use or for any purpose other than as contemplated under these Terms.

13. Term and Termination

13.1. You may end your licence to use the App and the contract for Booking Services at any time by permanently deleting the App installed on any of your devices and/or deactivating your Account.

13.2. In addition to excluding you from using the THUMB Platform in accordance with section 5, we may end or suspend (at our absolute discretion) your licence to use the App and the contract for Booking Services at any time by writing to you if:

1. a) you breach these Terms in a way that we deem material;
2. b) you fail to meet or cease to hold any or all of the Driver Requirements;
3. c) you withhold any Commission (or other payment) due to us and you still do not make payment within 14 days of us reminding you that payment is due;
4. d) you do not provide us with information that is necessary for us to open your Account or provide the Booking Services; or
5. e) you have not logged-in to your Account for 6 months or longer period.

13.3. Without affecting any other right or remedy available to us, we may terminate our agreement with you and your licence to use the App without cause on giving you not less than 30 days’ notice.

13.4. If we end your licence to use the App and the contract for Booking Services, for any reason (which shall include termination of our contract with you):

1. a) you must stop all activities authorised by these Terms, including your use of the App and the Booking Services;
2. b) you must pay any and all outstanding sums owed to us; and
3. c) we may remotely access your devices and remove the App from them and cease providing you with access to the Booking Services.

13.5. We may write to you to let you know that we are going to stop providing the App and/or the Booking Services. We will let you know at least 28 days in advance of our stopping provision of the App and/or the Booking Services.

14. Miscellaneous Provisions

14.1. You are wholly responsible as principal for the Transportation Services to Users, and we act as an agent in introducing you to Users. Your dealings with third parties should be consistent with this agreement.

14.2. You may not transfer the App to someone else. We are giving you personally the right to use the App and the Booking Services. You may not transfer the App or the Booking Services to someone else, whether for money, for anything else or for free. If you sell any device on which the App is installed, you must remove the App from it.

14.3. We may transfer this agreement to someone else. We may transfer our rights and obligations under these Terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under your licence to use the App or the contract for Booking Services.

14.4. Changes to these Terms. We may need to change these Terms to reflect changes in law or best practice or to deal with additional features which we introduce. We will aim to give you at least 30 days’ notice of any changes by sending you a message by e-mail or by notifying you of a change when you next start the App. If you do not accept the notified changes certain features may not be available to you such as for example, your ability to accept bookings.

14.5. Nobody else has any rights under this contract. The licence for the App and the contract for Booking Services are between you and us. No other person shall have any rights to enforce any of their terms.

14.6. If a court finds part of this contract illegal, the rest will continue in force. Each of the sections of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining sections will remain in full force and effect.

14.7. 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 your licence to use the App and the contract for Booking Services, 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.

14.8. Survival of certain terms after this contract has ended. Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination of the licence for the App and/or the contract for Booking Services shall remain in full force and effect.

14.9. We are not responsible for events outside our control. If our provision of the App and/or the Booking Services is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event but if there is a risk of substantial delay you may contact us to end your licence to use the App and the contract for Booking Services with us.

14.10. Which laws apply to this contract and where you may bring legal proceedings. These Terms are governed by Cayman Islands law and you can bring legal proceedings in respect of the App and the Booking Services in the Cayman Islands courts.

 

Valid from 16 December 2022