Dispatch Services Agreement

Dispatch Services Agreement

This Dispatch Services Agreement is entered into as of the “Effective Date” as defined herein, by and between Central Dispatch Ltd ( “Dispatcher”), and any of its affiliates or assignees, having its registered place of business at 3rd Floor Sophia House, 48 Church Street, Hamilton, Bermuda, HM 12, and the independent Public Service Vehicle company (PSV) and/or PSV driver (collectively “Company”) who willfully chooses to accept customers for hire jobs from 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 on a contract basis;

WHEREAS the Company is duly licensed and in good standing under the related Bermuda Public Service Vehicle (PSV) Regulations and offers transport services to the public using qualified drivers under the related PSV Regulations; and

WHEREAS it is unlawful for the Dispatcher knowingly to permit the Company to operate PSV(s) using means or methods that violate the Law;

WHEREAS Company desires to engage Dispatcher to receive transportation hire jobs requests from Dispatcher’s services, marketing, and promotional activities; and 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:

DEFINITIONS

In this Agreement, the following words shall have the meaning set forth below:

“Agreement” means this Dispatch Services Agreement.

“Corporate Account” means any individual or Corporate 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 Customers to order transportation that is integrated with the dispatching software provided by the Dispatcher or by a third-party on behalf of Dispatcher.

“Customer ” means any individual or Corporate who has agreed to engage the services of Dispatcher to obtain transportation services.

“Direct Charges” means service and other fees Dispatcher charges to end Customers that may be included in Company’s Total Fare Manifest.

“Dispatch Fees” means those monies paid by Company 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 customers who have requested for hire services of a Taxicab or other Public Service Vehicle.

“Effective Date” means the date and time that the driver securely logs in to the Dispatcher’s mobile communication application and/or acknowledges electronically or otherwise it’s acceptance of  to the terms of this Agreement.

 “Law” means all Bermuda Acts, regulations and/or ordinances that govern the operation of a Taxicab and other Public Service Vehicles (collectively “PSV”) 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.

Public Service Vehicle (PSV) means a for-hire passenger-carrying, self-propelled motor vehicle, not operating on a regular route or between fixed terminals, licensed under the Bermuda Motor Taxi Act that is owned, leased, or under the control of the Company or its driver to provide public transportation.

“Territory” means Bermuda.

“Total Manifest” means the total value of metered or other fares registered on the Public Service Vehicle’s meter (either manual or digital) or otherwise provided by Dispatcher to Company at the conclusion of the Company’s or driver’s shift(s).

DISPATCH SERVICES

The Dispatcher in its sole discretion may provide Dispatch Services to Company during the Company’s Shifts. Such Dispatch Services may include the provision of a mobile communication device and/or application that provides transport for hire requests forwarded from the Dispatcher’s listed business telephone number, web, or mobile-based systems. The Company has no obligation to use the Dispatch Services while operating their Public Service Vehicle during Company’s shifts and the Dispatcher has no obligation to provide such Dispatch Services. However, Company agrees to make its best effort to accept jobs offered by Dispatcher to fulfill end customer obligations.

As part of its Dispatch Services, Dispatcher also provides credit/debit card processing capability to Company for both for-hire transportation jobs offered by Dispatcher, or other such transportation jobs initiated directly by Company, to provide payment convenience to end customers. This credit/debit card payment platform is available to Company and must be used for the sole purpose of accepting payments for for-hire transportation services undertaken by Company.

Dispatcher from time-to-time will issue polices and service standards to Company as part of this Dispatch Services Agreement aimed to ensure compliance with the Law and the Dispatcher’s service obligation to customers.

The Company may dictate its own willingness to service particular trips, including refusal to service non-tariffed Corporate Accounts and Consumer customers trips based upon the fees associated with those trip types.

The Company in its sole discretion may also refuse for hire requests provided by Dispatcher that it deems unsafe. However, the Company may not discriminate hire requests provided by Dispatcher based upon race, religion, sexual orientation, physical or socio-economic status of customer.

COMPANY’S OBLIGATIONS

Under no circumstances is Dispatcher liable for any of the operating or other costs of Company operating its Public Service Vehicle in fulfilling requests for transport that Dispatcher provides. Company acknowledges its obligation:

• To provide only accurate and truthful representation in applying for Dispatch Services under this Agreement
• To always comply with Bermuda LAW, specifically regulations related to Public Service Vehicles (PSV), with regards to the standard of service offered to customers and safety and other requirements of operating a PSV and PSV driver’s license regulations.
• To not circumvent processes and procedures issued by Dispatcher or use Dispatchers services for self-enrichment or any activity that would prevent Dispatcher from receiving due compensation for jobs requests Company receives under this Agreement. This specifically prohibits Company intentionally not using Dispatcher credit card payment protocols for hire jobs Dispatcher offered to Company, where such protocol is stipulated.
• To openly display in your PSV the related valid PSV vehicle and driver permits for customers to readily review.
• To use Dispatcher’s credit/debit card payment platform in accordance with policies issued by Dispatcher; and solely for the express purpose of accepting payment for for-hire transportation jobs undertaken by Company. Company is responsible for chargebacks or other liabilities arising from the use of Dispatcher credit/debit card payment platform not consistent with the terms of this Agreement and/or related policies issued by Dispatcher.
• To be responsible for its own PSV fuel expenses.
• To be responsible for the maintenance of their PSV in a reasonable appropriate state to ensure customers have safe and comfortable transportation experiences.
• To be responsible for all other liabilities and expenses incurred, both optional and required, to do business as an independent contractor of a Public Service Vehicle.
• To be 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 through processes established by Dispatcher.
• To be responsible for any non-paying passengers; and the requirement to pay Dispatch Fees regardless of payment or non-payment by the customer.
• To be responsible to pay any Dispatcher’s fees and commissions as described in Schedule A within this agreement, if any; or any fees as outlined by any agent of Dispatcher.

 

DISPATCH COMPENSATION

The Company shall pay the Dispatch Fees to the Dispatcher as outlined in Schedule A, appended hereto and incorporated herein. In addition, the Company shall accept all terms of services and additional related fees of Ride.bm (www.ride.bm) or other services platform used by Dispatcher in providing its services. Such terms can be found in the Mobile Dispatch devices provided by Dispatcher.

Dispatcher reserves the right at its discretion to change Dispatch Fees at any time providing thirty (30) days written notice is provided to Company.

PAYMENTS TO COMPANY

All transportation for hire jobs offered by Dispatch to Company will be paid by credit/debit card as part of Dispatchers Services, unless due to technical difficulties or where customers unable to successfully pay by debit/credit cards. Consequently, Dispatcher is obligated to pay  to Company amounts due under Total Manifest, less any Direct Charges in the Total Manifest that represent fees assessed directly to the Customers as outlined in Exhibit A.

Dispatcher is obligated to remit payments to Company for Manifests, less any Direct Charges, in a timely manner as it may be determined by Dispatcher from time-to-time based on the payment collection cycle from Customers and/or Dispatcher’s credit card payment third-party vendor.

Although on occasion at its discretion Dispatcher may make Total Manifests, less Direct Charges, payments to Company before related collections are received from Customers or Dispatcher’s credit card payment third-party vendor, Dispatcher has no obligation to do so.

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 or email 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 this Agreement, including the Company’s repeated breach of obligations that results in a loss of Dispatcher’s benefits or compensation under this Agreement.

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 or email notice of such violation(s).

Dispatcher may also terminate this agreement where Company fails to maintain is registration or license requirement under the LAW, particularly PSV licenses and permits.

INDEMNITY

The Company shall defend, indemnify, and hold harmless the Dispatcher and the Dispatcher’s affiliates, agents, members, successors and assigns from and against all liabilities, claims, actions, or litigation 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 Company’s affiliates, agents, members, shareholders, directors, officers, successors and assigns from and against 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 Public Service Vehicle in the Territory can be dangerous and shall hold harmless the Dispatcher for 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; and as required by LAW.

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 known, reasonably foreseeable or otherwise.

CONFIDENTIALITY

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 non-performance 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 SET-OFF

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 Company.

ASSIGNMENT

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).

ARBITRATION

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 Bermuda Arbitration Act 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.

AGREEMENT

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. From time-to-time due to operational changes or otherwise, Dispatcher has the right to change the terms of this Agreement. Any such change(s) must be notified to Company in writing or email before the effective date of such changes.

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.

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 Bermuda Court, the validity and enforceability of the remaining provisions shall not be affected.

ACKNOWLEDGMENT AND ACCEPTANCE OF AGREEMENT

The Dispatcher has executed this Dispatch Services Agreement by granting Company access to its Dispatch Services and related applications.

The Company has executed this Dispatch Services Agreement by willfully choosing to securely login to the Dispatcher Services applications application (and having fully read, understood, and agreed to the terms included therein).

Schedule A

Dispatch Fees

The Company shall pay the Dispatcher the below-specified fees, without demand, by credit/debit card or direct money transfers at outlined here-in or by another such means as  Dispatcher may designate from time to time.

Fees payable by Company to Dispatcher include:

Monthly Dispatch Fee of $85, payable at the beginning of each month during the term of this Agreement.

Payment must be made by credit card or direct deposit to:

Bank:                           HSBC Bank of Bermuda

Account name:            Central Dispatch Ltd

Account number          011-009024-001

Other Fees

From time-to-time Dispatcher will charge additional fees such as service, administration and booking fees directly to customers, which are included as part of the Company’s Total Manifest or amount invoiced to customers. Although such fees are included in the invoice manifest, such fees as payable directly to Dispatcher and will not be included in payments to Company.