Terms and Conditions,
Client Agreement for the DriveMe Platform

DriveMe is a trade name of Dutch Driver Technologies B.V., located at Frijdastraat 20C, 2288 EZ RIJSWIJK, and registered in the Chamber of Commerce under number 75412802.

Definitions:

• Contractors: Independent private drivers who use DriveMe to acquire assignments.
• Clients: Individuals or companies who use DriveMe to find a private driver for a ride assignment.
• Rideorder: A car ride for which a client wants to employ a private driver.
• Assignment: The agreement for assignment that is established using DriveMe’s digital platform between a client and a contractor for the performance of a ride assignment.
• Assignment hours: The number of hours a contractor dedicates to an assignment.
• Order claims: Claims related to service(s) provided by a contractor to a client as stated in an agreement of assignment between them.

Considering:

• DriveMe is a digital platform that enables clients and contractors to find each other. Clients can place a ride assignment on DriveMe, and contractors can respond. An client selects their contractor – facilitated by DriveMe – and this establishes an assignment between the contractor and that client.
• Terms and conditions are associated with the use of DriveMe, necessary for DriveMe to function as an independent platform.

1. General
1.1. Facilities
DriveMe facilitates:

• A digital platform where ride orders can be placed.
• A digital platform where contractors can acquire assignments.
• Model agreements (including an agreement of assignment to be concluded between an contractor and an client).
• Invoicing on behalf of contractors.
• Payments to contractors.

1.2. About this Client Agreement
This Client Agreement applies to the use of DriveMe’s website and digital platform and all legal actions arising from the use of DriveMe’s services. This Client Agreement is deposited with the Chamber of Commerce in The Hague.

2. Registration
Client registers with DriveMe as a Client by creating a profile on the digital platform. The minimum requirements for registering as a Client and using DriveMe are:

• Authorized or authorized representative;
• Contact/billing details; and
• Bank account number.

3. The Assignment
3.1. Rideorder
Client places a rideorder online on DriveMe’s website. This rideorder is visible to contractors. A rideorder remains visible until an assignment related to that rideorder is established or that rideorder is withdrawn. Client has the option to withdraw and modify a rideorder as long as an assignment related to that rideorder has not been established.

3.2. Model Agreement of Assignment
As a service on its platform, DriveMe facilitates a model agreement of assignment for assignments to clients and contractors, which is based on a model agreement approved by the Tax and Customs Administration. The use of the model agreement of assignment is at the discretion of the client. Although clients and contractors are free to make other arrangements, DriveMe advises client not to deviate from this agreement of assignment. DriveMe is not liable for the consequences of using the model agreement of assignment.

3.3. DriveMe Not a Party
The Assignment is entered into by client and a contractor. DriveMe is not a party to the agreement of assignment entered into by client and contractor for the Assignment.

3.4. Maximum Hours per contractor
Client will not have a contractor perform work on the basis of one or more assignments as described in this article for more than 660 hours per year, so that an contractor can meet a minimum of three clients on an annual basis.

4. Client Compensation and Credit
4.1. Client Compensation
For assignments that arise between clients and contractors using DriveMe’s digital platform, client owes DriveMe a Client Compensation of EUR 10.00 (excl. VAT) per rideorder for the use of the software and acquisition. DriveMe will send client an invoice for the Client Compensation after the rideorder, and client will pay the Client Compensation as soon as possible within the legal deadline.

4.2. Contractors Compensation
For assignments that arise between clients and contractors using DriveMe’s digital platform, client owes contractor a compensation calculated by multiplying the hourly rate by the number of hours worked for the rideorder, possibly increased by a travel allowance (excl. VAT). DriveMe will send client an invoice for the Contractors Compensation after the rideorder, and client will pay the Contractors Compensation as soon as possible within the legal deadline.

4.2. Set-off
Due to automation of invoicing, client cannot invoke set-off as laid down in Articles 6:127 to 6:141 of the Dutch Civil Code.

5. Liability
DriveMe is not responsible and liable for: (a) Filling, placing, or making assignments and contractors available; (b) Information provided by client when placing a rideorder or if client does not comply with applicable laws and regulations, intellectual property rights, and privacy laws for third parties; (c) The quality of the rideorder placed by client; (d) Any damage incurred or costs arising from the non-fulfillment, removal, modification, or cancellation of an Assignment or a rideorder; (e) The quality of work provided by contractors; (f) The actions or omissions of client or an contractors in any form. (g) Damage to the vehicle of the client.

6. Termination
Client and DriveMe have the right to terminate client’s registration on DriveMe’s digital platform at any time and dissolve this Client Agreement without stating a reason, and without the other party being liable for damages resulting from termination.

7. Miscellaneous
7.1. Advertising
Client grants DriveMe permission to advertise with visual materials from client’s business.

7.2. DriveMe Trial Service
Clients can perform their first Assignment that is established using DriveMe’s platform without having a VAT number. Clients are personally responsible and liable for reporting the income they earn from that Assignment to the Tax and Customs Administration.

7.3. Deferred Invoicing
If contractors have applied for a VAT number from the Tax and Customs Administration, the sending of invoices will be deferred until the VAT number is received.

8. Dutch Law and Jurisdiction
Dutch law applies to this Client Agreement. Any disputes are exclusively submitted to the competent court in the district of The Hague.

 

Terms and Conditions, Client and Driver Agreement

The parties:

1. The Client who provides an assignment via DriveMe (hereinafter referred to as ‘the Client’)

and

2. The Driver who accepts an assignment via DriveMe (hereinafter referred to as ‘the Contractor’)

Considering that:

• The parties do not intend to enter into an employment contract with this agreement but an agreement of assignment in accordance with Article 7:400 et seq. of the Dutch Civil Code (BW);
• The parties will ensure that the execution of this agreement complies with the legal rules for the independent execution of an agreement of assignment as defined in Article 7:400 et seq. of the BW;
• The parties choose to exclude the application of the fictitious employment relationship of teleworkers or similar cases as referred to in Articles 2b and 2c of the Wage Tax (Employment Relationship) Decree 1965 and Articles 1 and 5 of the Decision Designating Cases in which an Employment Relationship is Considered to Exist (Decree of December 24, 1986, Stb. 1985, 655) in specific cases and have therefore drafted this agreement accordingly;
• The Client is free to provide instructions regarding the assigned tasks as referred to in Article 7:402 of the BW, while the Contractor nevertheless performs the assignment as an independent entity and, in that sense, has a significant degree of freedom in determining how the assignment is executed;
• The parties wish to enter into this agreement under the following terms and conditions.

Declare the following to be agreed upon:

1. The Contractor shall perform the following services for the Client: chauffeur services, transporting individuals in a vehicle provided by the Client.

2. This agreement is entered into for the duration of each assignment.

3. If the Contractor is unable to perform the work due to illness, the Contractor shall immediately notify the Client. Illness of the Contractor is considered to be force majeure.

4. The Contractor declares to possess a valid driver’s license.

5. The Contractor is obligated to personally perform the assignment. It is therefore not allowed to have the assignment carried out by third parties.

6. The Contractor must exercise the care of a good contractor in carrying out his work for the Client and, in addition, in the use of the Client’s properties provided to him for the execution of the assignment. The Contractor is obliged to comply with timely and reasonable instructions regarding the execution of the assignment. The Contractor is entitled to terminate the assignment for compelling reasons if a third party gives him objectively unreasonable instructions for the execution of the assignment and this third party, after being informed of the unreasonableness of these instructions, still insists on them.

7. The Contractor is entirely independent in performing the agreed activities. The Contractor performs the agreed activities at their own discretion and without supervision or direction.

8. The Client owes the Contractor an hourly fee, which was offered by the Contractor on DriveMe and accepted by the Client through selection. DriveMe will facilitate payment in the capacity of an external and limited collection agent. Payment of the fee in this manner is considered equivalent to a direct payment from the Client to the Contractor.

9. In the event of the Client’s termination, the Client is not obliged to pay the Contractor any compensation if the termination occurs at least forty-eight (48) hours before the agreed commencement of the assignment. In case of termination by the Client within twenty-four to forty-eight (24 / 48) hours before the agreed assignment, the Client is obliged to pay the Contractor a fee of 50% of the agreed assignment value. In the event of termination by the Client within twenty-four (24) hours before the agreed assignment, the Client is obliged to pay the Contractor a fee of 100% of the agreed assignment value.

10. The Contractor is obligated, both during the term of the agreement and after its termination, to maintain strict confidentiality regarding all matters of the Client, the confidential nature of which can be assumed to be known to them.

11. The Client is responsible for obtaining an All-Risk insurance (vehicle liability insurance with full casco coverage) in accordance with the requirements of the Motor Vehicle Liability Insurance Act and is also obligated to provide passenger insurance. The Client is obligated to maintain this insurance throughout the entire duration of the agreement.

12. The Contractor is not liable for damages caused by non-performance, untimely performance, incomplete performance, or improper performance of tasks. This exclusion does not apply in cases of intent or gross negligence.

13. The Contractor does not accept liability for damage to the Client’s vehicle that occurs during the execution of the work and/or the potential costs associated with a bonus-malus loss and the Client’s deductibles.

14. The parties declare that Dutch law applies to all disputes arising from this agreement or subsequent agreements resulting from it.