Dispatch Services Agreement
This Dispatch Services Agreement is entered into as of the last date on the signature page hereof (the “Effective Date”), by and between Premierco-op Transportation Ltd (the “Dispatcher”) having its principal place of business at 1 Crow Lane, Pembroke HM 19 Bermuda, and the Taxi company and/or driver (“Company”) who willfully chooses to accept customers for hire jobs from the Dispatcher.
W I T N E S S ET H
WHEREAS, the Dispatcher is licensed under the Bermuda Motor Taxi (Taxi Dispatch Services) Regulations and desires to offer Dispatch Services to Company and to other independent companies on a contract basis;
WHEREAS, the Company is duly licensed and in good standing under the Bermuda Motor Taxi Regulation and offer transport services to the public using qualified drivers to operate
its taxi(s); and
WHEREAS, it is unlawful for the Dispatcher knowingly to permit the Company to operate its taxi(s) using means or methods that violate the Law;
WHEREAS Company desires to engage Dispatcher to accept taxi hire jobs requests it receives as a result of it marketing and promotional activities; and in order to comply with legal requirements;
NOW, THEREFORE, in consideration of the promises and covenants contained herein and intending to be legally bound, the Parties agree as follows:
In this Agreement, the following words shall have the meaning set forth below:
“Agreement” means this Dispatch Services Agreement;
“Taxi” means a Taxicab owned, leased, or under the control of the Driver;
“Corporate Account” means any individual or Dispatcher with whom the Dispatcher has agreed to provide regular contracted services on an account which is billed monthly or otherwise.
“Consumer Application” means any smartphone application utilized by Consumers to order transportation that is integrated with the dispatching software provided by the Dispatcher or by a third-party on behalf of Dispatcher.
“Dispatch Fees” means those monies paid by the Driver to the Dispatcher for the right to use Dispatch Services as provide herein;
“Dispatch Services” means a communication network that, in accordance with the Law, allows the Dispatcher to inform the Company of people who have requested the services of a
“Effective Date” means the every date and time that the driver securely logs in to the Dispatcher’s mobile communication application.
“Law” means all Regulations and ordinances that govern the operation of a Taxicab within the Territory;
“Party” or “Parties” means, when singular, either the Dispatcher or the Company as context requires and, when plural, both the Dispatcher and the Company;
“Taxicab” means a for-hire passenger-carrying, self-propelled motor vehicle, not operating on a regular route or between fixed terminals and having a seating capacity of not more than seven passengers;
“Territory” means the Bermuda;
“Total Manifest” means the total value of metered fares registered on the Cab’s meter at the conclusion of the Driver’s Shift;
The Dispatcher in its sole discretion may provide Dispatch Services to the Company during the Company’s Shifts. Such Dispatch Services may comprise the provision of a mobile communication device that receives calls forwarded from the Dispatcher’s listed business telephone number. The Company has no obligation to use the Dispatch Services while operating their Cab during Company’s Shifts and the Dispatcher has no obligation to provide such Dispatch Services.
Disaptcher from time-to-time will provide issue polices and service standards to Company aimed to ensure to ensure compliance with the Law and Dispatch service obligation to customers seeking taxis for hire.
The Company in its sole discretion may dictate its own willingness to service particular trips, including refusal to service Corporate Accounts and Consumer Application customers based upon the fees associated with those trip types.
The Company in its sole discretion may refuse trips that it deems unsafe.
However, the Company may not discriminate their services based upon race, religion, sexual orientation, or socio-economic status of customer.
Under no circumstances is Dispatcher liable for any of the operating or other costs of Company operating its taxi(s) in fulfilling requests for taxi rides that Dispatcher provides.
- Company shall be solely responsible for the Fuel Expense.
- Company shall be solely responsible for the Maintenance of their Taxicab.
- Company shall be solely responsible for all other expenses incurred, both optional and required, to do business as an independent contractor in the Taxicab Industry
- Company shall be solely responsible for the collection of fares from all customers, whether by directly accepting payment or seeing that proper protocol is followed to ensure that payment is received by Dispatcher and/or its agents;
- Company shall be solely responsible for any non-paying passengers and will still be required to pay Dispatch Fees regardless of payment or non-payment by the customer.
- Company shall be responsible to pay any Dispatcher dispatch commissions as described in Schedule A within this agreement, if any; or any fees as outlined by any agent of Dispatcher.
The Company shall pay the Dispatch Fees to the Dispatcher, as published to members. In addition, the Company shall accept all terms of services and additional related fees of YAWPa (www.yawpa.com), Dispatch software provider. Such terms can be found in the Mobile Dispatch devices provided by Dispatcher.
TERM AND TERMINATION
The Term of this Agreement shall continue for One Year from the Effective Date, unless sooner terminated in accordance with this section. The Parties agree that this Agreement will automatically renew for further successive terms of one year, unless terminated in accordance with this section.
Either Party may terminate this Agreement without cause upon Thirty Days prior written notice.
Either Party may terminate this Agreement immediately if (1) in the terminating Party’s reasonable discretion, the other Party’s continued performance hereunder might expose the terminating Party to criminal culpability or civil liability under the Law or (2) the other Party materially breaches the Agreement in a substantially similar manner, including the Company’s repeated breach of obligations that inure to the benefit of the Other Independents.
Dispatcher may terminate this agreement where Company continues to violate policies, including non-payment of compensation required hereunder, procedures and standards issued from time-to-time by Dispatcher after thirty days written notice of such violation(s).
The Company shall defend, indemnify and hold harmless the Dispatcher and the Dispatcher’s affiliates, agents, members, successors and assigns from and against any and all liabilities, claims, actions or suits resulting from (1) the Company’s negligence or wrongful act or omission while performing hereunder and (2) the Company’s breach hereof.
The Dispatcher shall defend, indemnify and hold harmless the Diver and the Company’s affiliates, agents, members, shareholders, directors, officers, successors and assigns from and against any and all liabilities, claims, actions or suits resulting from (1) the Dispatcher’s negligence or wrongful act or omission while performing hereunder and (2) the Dispatcher’s breach hereof.
The Company hereby acknowledges that operating a Taxicab in the Territory can be dangerous and shall hold harmless the Dispatcher for any and all liability arising from or relating to any injury or death sustained by the Company while performing hereunder. The Company shall be solely responsible for obtaining the medical, disability, life and liability insurance and legal counsel that Company deems necessary or prudent as an independent contractor hereunder.
The Dispatcher has no liability to the Company for failing to make Dispatch Services available during one of Company’s Shifts, in whole or in part, regardless of the reason for such failure. The Parties shall not be liable to one another for any consequential, incidental, indirect or punitive damages (including lost profits or savings), whether know, reasonably foreseeable or otherwise.
In order to carry out the Company services set forth herein, the Dispatcher may disclose to the Company certain technical, economic or business information that the Dispatcher considers proprietary (the “Information”). Additionally, any technical, economic or business information developed by the Company while providing Company services to the Dispatcher hereunder and any information regarding the Party’s respective performance or nonperformance hereunder shall be considered Information governed by this section. The Company agrees to keep such Information in strict confidence and not to disclose or use such Information for any purpose, except to perform the Company services contemplated herein without the prior written consent of the Dispatcher.
RIGHT OF SETOFF
Dispatcher shall have the right, but not the obligation, to set off, in whole or in part, against any obligation it owes to Company under this Agreement amounts owed to Dispatcher by
The Company shall not assign any right or benefit under this Agreement without the express written consent of the Dispatcher, which consent shall not be unreasonably withheld. The Dispatcher may assign or otherwise encumber any right or benefit under this Agreement, including without limitation Rent, without the Company knowledge or consent.
RELATIONSHIP OF THE PARTIES
The Parties to this Agreement are independent contractors and neither has the authority or right to act as an agent of the other Party, except in accordance with this Agreement. Both Parties shall be responsible for their own costs of doing business, including licenses and permits, taxes (including local, State and Federal payroll, with-holding and unemployment taxes) and insurance (covering professional liability and worker’s compensation claims).
Any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be first addressed in non- binding arbitration according to the Commercial Arbitration Rules of the American Arbitration Association by a single arbitrator chosen by the Dispatcher. The mediation arbitration shall be held in the Territory, and the arbitrator shall be bound by the express terms of this Agreement. Neither Party may institute or maintain any lawsuit, claim, or cause of action against any other Party arising out of or relating to this Agreement or any Party’s performance hereunder, until the arbitrator issues a final decision in accordance herewith.
This Agreement embodies the entire agreement between the Parties and there exist no representations, warranties or agreements, written or oral, between the Parties that are not memorialized herein. This Agreement may not be altered, amended or modified except by a written document signed by the Parties. The failure of either Party to insist upon the strict observation or performance of any term hereof shall not be construed as a waiver of that Party’s right to insist upon the future strict observance or performance of any provision hereof. This Agreement shall be governed by the Laws of Bermuda and any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be maintained only in Courts in Bermuda. The Indemnity and Confidentiality provisions of this Agreement shall survive its expiration or termination and remain in full force and effect.
If any provision of this Agreement is held unenforceable or invalid by a court of competent jurisdiction, the validity and enforceability of the remaining provisions shall not be affected.