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Terms & Conditions

 User’s Terms & Conditions

 As a “User” of this E-Pick Me UP application, you hereby agree and conform to the following Terms of Use:

  1. Definitions

    1.1 “E-Pick Me UP” means E-Pick Me UP, Inc., a corporation duly organized and existing under and by virtue of the laws of the Philippines, with registered office at 117-C Matatag St., Brgy. Central, Quezon City. E-Pick Me UP is the authorized administrator of the E-Pick Me UP User’s application or program (the “Software”) in the Philippines and is engaged in the business of providing the Services to Users in the Philippines.

    1.2 “User” means any natural or juridical person who installs a copy of the Software on a mobile device and submits an Order through the Software for Private Carrier to be performed in the Philippines.

    1.3 “Order” has the meaning given to it in Clause 2.3 below.

    1.4 “Private Carrier Services” means the services provided by a Participating Driver for the account of a User, which includes the pickup, transportation and delivery of the User’s Shipment from and to stated locations in the Philippines using a booked vehicle, as well as any add-on services, pursuant to an Order.

    1.5 “Participating Driver” means a licensed driver, not registered as a common carrier or otherwise engaged in business as such, who has been accredited with E-Pick Me UP as part of a pool of drivers who may be willing, at his/her sole discretion, to provide Private Carrier Services to a User.

    1.6 “Shipment” means all packages, parcels, delivery items or any part of the articles therein or contents thereof that travel under one Order.

    1.7 “Contract” refers to the special contract of private carriage as contemplated under Philippine law which is automatically entered into between the Participating Driver and the User upon the acceptance by the Participating Driver of the User’s Order through the Software. The Contract covers the provision of Private Carrier Services and the fulfillment by the Participating Driver of the terms of the Order, subject to the terms and conditions expressly provided as Annex “A”.

    1.8 “Services” means the services set out in Clause 2.4 below which are all performed by E-Pick Me UP electronically through the Software.

    1.9 “User Wallet” refers to the deposit of money made by the User with E-Pick Me UP, from which deposit the fees and charges due for an Order may be deducted.


 

  1. Use of the Software; E-Pick Me UP’s Services

   2.1        User is permitted to install a copy of the Software on User’s mobile device for use in the Philippines provided that User shall not use the Software or the Services for any commercial purposes. Other than the license to use the Software as herein provided, no other license or right is granted to the Use and ownership of the Software and all other rights are hereby expressly reserved by E-Pick Me UP. User shall not:

                (a) rent, lease, sublicense, distribute or transfer copies of the Software or the license for the use of the Software to any third parties;

                (b)modify, adapt, reverse engineer, decompile, disassemble, translate the Software or create derivative works based on the Software;

                (c) interrupt the normal operation of the Software, or use any methods to export or modify the source code of the Software;

                (d) upload or send out any kinds of computer viruses, worms, trojans, or malicious codes;

                (e) install and/or execute the Software on any device other than the mobile device running the operating systems approved by E-Pick Me UP. 

   2.2        The Software is delivered to Users on an “as is” basis and although E-Pick Me UP e has used its best endeavors to make the Software work properly on mobile devices, E-Pick Me UP does not warrant the performance of the Software nor the compatibility of the Software with Users’ mobile devices.

   2.3        User may use the Software to submit a proposal to engage Private Carrier Services for compensation to be determined in accordance with the prevailing “Rates” on the Software (an “Order”) and under terms and conditions provided in Annex “A”.

   2.4        E-Pick Me UP provides Services to facilitate the perfection and performance of the Contract between the User and the Participating Driver, as follows:

               (a) the computation and determination of the fees and charges for the fulfillment of an Order;

               (b) the publication of the details of an Order to eligible Participating Drivers for their acceptance;

               (c) upon the acceptance by a Participating Driver of an Order, the transmission to the User of the details of the Participating Driver who has accepted the Order;

               (d) where the option for payment using the User Wallet is selected by the User, the confirmation of receipt of the payment of the fees and charges, for and on behalf of the Participating Driver, which sum shall be deducted by E-Pick Me UP from the User Wallet of the User for the account of the Participating Driver.

   2.5       The Orders submitted through the Software are completely and independently fulfilled by the Participating Driver pursuant to the Contract with the User. E-Pick Me UP is not a party to the Contract.

   2.6       E-Pick Me UP reserves the right, but shall not be obliged, to pursue investigations and/or inquiries on the conduct and/or alleged violations by Participating Drivers based on User’s reports or complaints, and to impose appropriate penalties or consequences on the Participating Drivers, at the sole and absolute discretion of E-Pick Me UP.

 

  1. Determination of Fees and Charges

    3.1         The User will be charged the Standard Transport Fee in accordance with the prevailing “Rates” at the time of the Participating Driver’s acceptance of the Order.

    3.2         Prevailing rates are indicated in the “Rates” section on the E-Pick Me UP website or in the Software.

    3.3         The fees and charges for the User’s Shipment are determined in accordance with specified maximum weight, size, and quantity of the delivery item/s, the vehicles used, and add-on services availed, if any, as the case may be.

    3.4         Additional charges, including but not limited to toll, parking fees and such other fees and expenses which are necessary, related or incidental to effect delivery to the recipient or return of the Shipment to the User shall be for the User’s exclusive account and are not included in the Standard Transport Fee to be charged against the User.

    3.5         An adjustment of the rates as well as additional charges shall likewise apply if the weight, size, or quantity of the Shipment declared by the User are different from the actual weight, size, or quantity thereof.

    3.6         In the event that the Shipment is not accepted or refused by the recipient or the recipient’s representative/s, all expenses for the return of the Shipment to the User shall be shouldered by the User.

    3.7         No cancellation fees are chargeable as long as an Order is cancelled and communicated within sixty (60) minutes before the start of the Order pickup time. In the event that the cancellation was made after the Order pickup time has started, User shall be charged with the Standard Transport Fee as provided under Section 3.1. 

   3.8          The User shall pay the Participating Drivers in accordance with the agreed mode of payment selected through the Software upon submission of the Order.

   3.9          For Users availing of payment using the User Wallet option, the final adjusted rates and additional charges shall be deducted from the User’s Wallet. If an Order is cancelled within sixty (60) minutes before the start of the Order pickup time, E-Pick Me UP will automatically undo the transaction for debiting of funds from the User’s Wallet.

   3.10        For and in consideration for the performance of the Services, E-Pick Me UP shall be entitled to a percentage in the total fees and charges due for an Order.

 

  1. User’s Obligations, Warranties and Undertakings

    4.1         User warrants that he has the legal capacity to enter into and form contracts under Philippine laws.

 

    4.2         By availing of E-Pick Me UP’s Services, the User conclusively agrees that the Private Carrier Services to be provided by the Participating Driver shall be subject to the terms and conditions herein provided, and those provided in Annex “A” hereof.

 

4.3.        By availing of E-Pick Me UP’s Services, the User shall provide E-Pick Me UP complete and accurate information in submitting the Order, such as the description of the delivery items included in the Shipment, his choice of delivery vehicle type, add-on services availed, and handling instructions of the Shipment, if any, through the Software for initial determination of applicable rates.

    4.4         The User warrants that he is either the owner or the authorized agent of the owner of the Shipment, and that he is authorized to accept and is accepting these Terms and Conditions not only for himself but also as agent for and on behalf of the owner of the Shipment.

    4.5         User shall be responsible for the security of his account, shall safeguard any login name and password E-Pick Me UP may provide in relation to the Software and the Services and shall not disclose them to third parties, and undertakes to immediately notify E-Pick Me UP if there is any reason to believe that the security of the account has been compromised.

    4.6          The User warrants that he has complied with all laws and regulations relating to the nature, condition, packing, handling, storage and carriage of the Shipment. User shall not propose to dispatch any articles that are prohibited by law, dangerous or hazardous materials or substances, radioactive material, or which may be harmful to the Participating Driver or the delivery vehicle.

    4.7          The User is liable for any loss or damage suffered by the Participating Driver, E-Pick Me UP or any third party as a result of User’s violation/s of herein terms and conditions and/or the Contract with the Participating Driver.

    4.8          The User agrees to hold E-Pick Me UP free and harmless from any legal liability to any third party as a result of any breach of the User’s obligations under herein terms and conditions and/or the Contract with the Participating Driver.

 

  1. Disclaimer

The User hereby expressly agrees and acknowledges that:

     5.1.          E-Pick Me UP does not provide delivery or transportation services, and except to the extent that it provides the Services as defined herein, does not perform, manage, supervise or control the Private Carrier Services which are completely, exclusively and independently performed by the Participating Driver.

     5.2.         E-Pick Me UP is a software company and is not, and does not represent itself to be, engaged in the activities of a common or private carrier or a public utility.

     5.3.         E-Pick Me UP does not warrant the availability of Private Carrier Services and the availability of delivery vehicles as may be requested by a User in an Order, the accuracy of the data or information provided as part of the Services, or the quality of the Private Carrier Services and the condition of the delivery vehicles provided by the Participating Drivers.

     5.4.        E-Pick Me UP shall not be liable to User for any damages, claims or costs whatsoever including any consequential, indirect, incidental damages or any loss of profit or damages to their mobile devices as a result of their installation and/or execution of the Software, or their availment of the Services or the Private Carrier Services using the Software, even if E-Pick Me UP or its representative has been advised of the possibility of such loss, damage or claim from User.

     5.5.         E-Pick Me UP is not the agent, principal, partner or employer of Participating Drivers or Users.

     5.6.        The rights, obligations and remedies between the User and Participating Driver are set forth in their Contract, which is hereby expressly acknowledged by the User as a special contract of private carriage of goods, as contemplated under the laws of the Republic of the Philippines. E-Pick Me UP shall not be liable for any loss or damages, including any injury which a User or Participating Driver may suffer as a result of the provision of the Private Carrier Services contracted by the User from a Participating Driver using the Software.

 

  1. Personal Data and Privacy

    6.1.         The User may be required to submit personal information to E-Pick Me UP in order to use certain functions of the Software and the Participating Driver confirms that the personal data so provided is true, correct and up to date.

    6.2.         The User agrees that E-Pick Me UP is entitled to collect, use, keep, store, update and process his/her personal information to such extent, for and at such time periods, as may be necessary for E-Pick Me UP to provide the Services. Specifically, the submitted personal data may be used for or in (a) the publication of an Order from User for acceptance by a Participating Driver, (b) confirmation/ clarification of the Order information between the User and the Participating Driver, (c) tracking the booked vehicles, (d) determining compliance with the terms and conditions of these Terms and Conditions, (e) addressing User complaints against the Participating Driver, (f) verifying the truthfulness of the submitted personal data, (g) compliance with legal process and investigation, (h) and other acts or procedures which are reasonably necessary or connected with the provision of the Services.

    6.3           The User agrees that E-Pick Me UP shall not be liable for any misuse by the Participating Drivers of the User’s personal information.

   

 

 6.4.         The User will receive and use the Participating Driver’s personal data (Participating Driver’s submitted name and contact number) for the purpose of fulfillment of the User’s Order pursuant to the obligations of the User and Participating under their relevant Contract.

    6.5          The User agrees that he will be liable to the Participating Driver for any misuse of the Participating Driver’s personal data, and he agrees to hold E-Pick Me UP free and harmless from the misuse of the Participating Driver’s personal data.

 

  1. Fair Use of the Software; Rules of Usage

    7.1          The User shall not utilize the Software for or to promote any illegal acts.

    7.2          The User shall not use the Software to produce any email advertisements or spam emails.

    7.3          The User shall not use the Software in any way to track, stalk, harass or hurt any person.

    7.4.         The User shall not in any way interrupt/destroy the operation of the Software or the servers/network linked with the Software, or to violate the network requirements, process, or the herein terms and conditions.

    7.5          The User shall not use the Software in another person’s name or use the Software with property of others without consent of its owner.

 

  1. Confidentiality and Protection of Business Interests of E-Pick Me UP and Software Users

    8.1         E-Pick Me UP owns or controls all trade secrets, proprietary information, and other Confidential Information relating to E-Pick Me UP and the Software.

  

  8.2         “Confidential information” includes but is not limited to: the source code in respect of the mobile app, E-Pick Me UP App (the “Mobile App”), currently owned and/or operated by E-Pick Me UP in the Philippines; app contents of E-Pick Me UP; driver onboarding data operating procedures; non-public financial information; trade secrets (including but not limited to applicable rebate programs for corporate clients); business plans; copyrightable materials; operating procedures; financial information; non-public records, notes, reports, correspondences; supplier information; and proprietary information.

    8.3.         In the course of the use of the Software and/or provision by E-Pick Me UP of the Services, the User may become aware of trade secrets, proprietary information and other Confidential Information relating to E-Pick Me UP. User agrees that the disclosure of this information to any third party, and in particular to a competing business entity, would cause serious loss and damage to E-Pick Me UP’s business interests.

    8.4.         User agrees it shall not use any advantages derivable from such Confidential Information in its own business or affairs, and/or to the detriment or prejudice of E-Pick Me UP, its representatives, and/or the Participating Drivers.

 

  1. Miscellaneous

    9.1          Non-Circumvention. The User hereby agrees for himself or herself, their officers, directors, agents, associates and any related parties, that they will not, directly or indirectly, contact, deal with or otherwise become involved with the Participating Drivers, any entity or any other entities or parties introduced, directly or indirectly, by or through the other party, its officers, directors, agents or associates, for the purpose of avoiding the payment to E-Pick Me UP of profits, fees or otherwise, without the specific written approval of E-Pick Me UP.

   9.2           Promotions. E-Pick Me UP reserves the exclusive right to introduce and enforce advertising and sales promotions.

  

 9.3           Amendment. By agreeing to these Terms and Conditions, the User agrees that E-Pick Me UP may from time to time amend the terms of these Terms and Conditions by posting such amendments and additional terms and conditions on the website and/or by sending push notifications on the Mobile App. The User agrees that any such amendments on the Terms and Conditions made by E-Pick Me UP shall be binding upon him.

   9.4           Entire agreement. The User acknowledges that he has read these Terms and Conditions, as may be amended from time to time, understood it and agreed to be bound by its terms, and further agrees that these Terms and Conditions, together with any document referred to herein in connection herewith, constitutes the whole agreement and is the complete and exclusive statement of the Terms and Conditions between E-Pick Me UP and the User with respect to the subject matter hereof, which supersedes all proposals, and all other communications, regardless of the form thereof, between the E-Pick Me UP and the User relating to the subject matter of these Terms and Conditions. No representation, promise or inducement has been made by E-Pick Me UP that is not embodied in these Terms and Conditions.

  9.5            Governing Law. These Terms and Conditions shall be governed by and construed in accordance with the laws of Philippines.

9.6            Venue of Action. In the event of any dispute, controversy, or claim arising from or relating to these Terms and Conditions, or the interpretation thereof, or any arrangements relating thereto or contemplated therein, or the breach, termination, or invalidity thereof, the parties hereto agree that venue shall be exclusively and properly set in the courts of Makati City, Philippines.

   9.7           Assignment. E-Pick Me UP reserves the right to assign any or all of its rights, duties and obligations hereunder to any third party without need of notice to or consent from the User. The User may not assign his rights and obligations under these Terms and Conditions without the prior written consent of E-Pick Me UP.

9.8            Non-waiver. Failure by E-Pick Me UP to exercise any or all of its rights hereunder, or any partial exercise thereof, shall not be construed as a waiver of such rights, and E-Pick Me UP may, at any time, exercise any or all of the rights and discretions granted to it hereunder, or by law, without having to wait for the occurrence or re-occurrence of another or similar event which gives rise to such rights.

   9.9      Separability Clause. If any provision of these Terms and Conditions is or becomes invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect, and for the invalid, illegal or unenforceable provision shall be substituted a valid, legal and 0enforceable provision which shall be as similar as possible in economic and business objectives as intended by the parties.

 

Annex “A”

Terms and Conditions of the Special Contract of Private Carriage of Goods Between User and Participating Driver

 

The User, by the submission of its Order using the Software and the acceptance of the computation provided by E-Pick Me UP of the fees and charges for said Order; and The Participating Driver, by its acceptance of the Order; hereby agree to be bound by this special contract of private carriage of goods (the “Contract”), subject to the terms and conditions hereinafter provided: 

  1. Definitions and Interpretation

    1.1         Capitalized terms used in this Contract shall bear the meaning provided under the User’s Terms and Conditions, and/or the Participating Driver’s Terms and Conditions.

    1.2         In case of conflict between the provisions of this Contract and the User’s/ Participating Driver’s Terms and Conditions, the rights, duties and obligations and remedies between the User and Participating Driver shall be governed by this Contract.

 

  1. Special Contract of Private Carriage of Goods                    

    2.1.         This Contract shall take effect between the User and the Participating Driver upon the acceptance by the Participating Driver of the User’s Order.

    2.2          For and in consideration of the payment by the User of the fees and charges as computed through the Software, the Participating Driver shall provide the Private Carrier Services for the account of the User in accordance with the terms indicated by the User in the Order.

    2.3          The User shall pay the Participating Drivers in accordance with the agreed mode of payment selected through the Software upon submission of the Order.

    2.4           No cancellation fees are chargeable as long as an Order is cancelled and communicated within sixty (60) minutes before the start of the Order pickup time. In the event that the cancellation was made after the Order pickup time has started, User shall be charged with the Standard Transport Fee.

    2.5           It is expressly understood that this Contract exclusively covers the carriage of goods and does not extend to the carriage of persons. On a case-to-case basis, and subject to the sole discretion of the Participating Driver, the Participating Driver may allow persons to be transported as accompanying persons to the Shipment upon the request of the User. The User expressly agrees that the incidental transportation of accompanying persons may be allowed by the Participating Driver as a mere accommodation and only in cases where the accompanying persons are necessary to minimize any risk of damage or loss to the Shipment. The User expressly assumes any and all liability arising from the transportation of accompanying persons by the Participating Driver.

    2.6           The User and the Participating Driver acknowledge that any payment to the Participating Driver is made exclusively for the provision of Private Carrier Services and does not cover services for carrying or transporting accompanying passengers.

 

  1. Participating Driver’s Warranties; Duties and Obligations

    3.1.         The Participating Driver warrants that he is a duly licensed driver in accordance with the laws of the Philippines, and that he is the registered owner or the authorized driver of the delivery vehicle to be used in this Contract.  

    3.2          The Participating Driver undertakes to personally execute the duties and obligations of the private carrier under this Contract.

    3.3          The Participating Driver represents and warrants to the User that he has the special skills, appropriate delivery vehicle and sufficient property to perform the Private Carrier Services under this Contract and in accordance with the instructions of the User as indicated in the Order.

    3.4          The Participating Driver undertakes to faithfully comply with the Participating Driver’s Code of Conduct and with the terms and conditions of this Contract.

    3.5          The Participating Driver shall provide any additional manpower requirements as may be indicated in the Order, and shall exercise direct supervision and control over the acts and services performed by the additional personnel provided by him.

    3.6           The Participating Driver shall provide due compensation to the additional personnel which he contracts to provide assistance to him in fulfilling the Order, and shall comply with all applicable laws in dealing with his assistants.

    3.7           The Participating Driver agrees that he may be reported by the User to E-Pick Me UP for any violation of this Contract, and after due inquiry by E-Pick Me UP, may be penalized for his violation of the terms and conditions of this Contract and that he may be off-boarded from the Software as a consequence thereof.

    3.8           The Participating Driver warrants that he is not engaged in the business of a public utility or a common carrier, and that he is not an employee, representative, agent, principal or officer of E-Pick Me UP.

    3.9           The Participating Driver shall refuse any Shipment that is or appears to be prohibited by law, dangerous or hazardous materials or substances, and radioactive material, or which may be harmful to the Participating Driver or the delivery vehicle.

    3.10          The Participating Driver shall exercise the diligence of a good father of the family to transmit the Shipment. He shall take reasonable precaution to prevent unauthorized persons from accessing the Shipment. He shall take reasonable precaution against loss of or damage to the Shipment while in transit.

    3.11          The Participating Driver shall use reasonable effort to deliver the Shipment according to the instructions of the User and the estimated time of arrival. Participating Drivers shall not be liable (whether in contract, tort or otherwise) for any delays in effecting delivery thereof for whatever reasons, unless the delay is directly caused by the gross negligence or fault of the Participating Driver.

    3.12           The Participating Driver shall not be liable for any loss or damage arising from or in connection with the User’s violations of warranties and obligations as stated in the User’s Terms and Conditions or in this Contract.

    3.13           The Participating Driver shall not be liable for any delay in delivery of the Shipment, loss or damage due to force majeure, or any acts or omissions of any party other than the Participating Driver or his agents/assistants.

 

  1. User’s Warranties; Duties and Obligations

    4.1.         The User warrants that he has the legal capacity to enter into this Contract under Philippine laws.

    4.2          The User conclusively agrees that the Private Carrier Services to be provided by the Participating Driver shall be subject to this Contract.

    4.3          The User acknowledges and agrees that the Participating Driver is a private carrier, and is not a public utility or a common carrier and thus, the rules pertaining to public utilities or common carriers shall have no application to this Contract.

    4.4          The User warrants that he has provided complete and accurate information in submitting the Order, such as the description of the delivery items included in the Shipment, his choice of delivery vehicle type, add-on services availed, and handling instructions of the Shipment, if any, through the Software, and agrees that the Participating Driver may rely upon the information provided by the User as true and correct without conducting an independent verification of the same.

   4.5            The User warrants to the Participating Driver that he is either the owner or the authorized agent of the owner of the Shipment, and that he is authorized to enter into this Contract not only for himself but also as agent for and on behalf of the owner of the Shipment. 

   4.6            The User warrants that he has complied with all laws and regulations relating to the nature, condition, packing, handling, storage and carriage of the Shipment. User shall not dispatch any articles that are prohibited by law, dangerous or hazardous materials or substances, radioactive material, or which may be harmful to the Participating Driver or the delivery vehicle.

   4.7            The User bears complete responsibility to ensure that the Shipment is adequately packed to protect against damage in the course of transit. It is conclusively presumed that the delivery items in the Shipment are inadequately packed if it appears to have been removed without the case, wrapper or container, or where the seal or packaging of the delivery items in the Shipment are torn or broken.

   4.8             The User agrees that Participating Driver is not obliged to open and inspect the Shipment, and that Participating Driver shall bear no responsibility or any legal liability resulting from the transportation of the Shipment.

   4.9             The User is liable for any loss or damage suffered by the Participating Driver or any third party as a result of User’s violation/s of this Contract.

   4.10           The User agrees to hold the Participating Driver free and harmless from any legal liability to any third party as a result of any breach of the User’s warranties, duties and obligations.

   4.11           The User agrees and undertakes to indemnify the Participating Driver against any and all assessments, liabilities, claims, suits, demands, damages, judgments, fees, costs, fines, penalties, interests and expenses of any nature whatsoever that the Participating Driver may suffer arising out of or in connection with the transportation of accompanying persons to the Shipment upon the request of the User.

 

  1. Miscellaneous

    5.1.         Participating Driver’s Limited Liability. The liability of the Participating Driver to the User for loss or destruction of the Shipment shall be limited to Two Thousand Pesos (PHP 2,000) only. The User shall bear the risk of loss if he avails of the Private Carrier Services for Shipments with a value exceeding this amount.

    5.2.         Entire agreement. Both parties acknowledge that they have read this Contract, understood it and agreed to be bound by its terms and further agree that this Contract, together with the terms of the relevant Order, constitutes as the complete and exclusive statement of the agreement between the parties with respect to the subject matter hereof, which supersedes all proposals, and all other communications, regardless of the form thereof, between the parties relating to the subject matter of this Contract. No representation, promise or inducement has been made by either party that is not embodied in this Contract, and neither party shall be bound by or liable for any alleged representation, promise or inducement not otherwise contained in this Contract.

    5.3          Governing Law. This Contract shall be governed by and construed in accordance with the laws of Philippines.

    5.4          Venue of Action. In the event of any dispute, controversy, or claim arising from or relating to this Contract or the relevant Order, or the interpretation thereof, or any arrangements relating thereto or contemplated therein, or the breach, termination, or invalidity thereof, the parties hereto agree that venue shall be exclusively and properly set in the courts of Makati City, Philippines.

    5.5          Separability. If any provision of this Contract is or becomes invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect, and for the invalid, illegal or unenforceable provision shall be substituted a valid, legal and enforceable provision which shall be as similar as possible in economic and business objectives as intended by the parties.

 

 

TERMS OF SERVICE FOR TNVS Operator / Driver


This Terms of Service for TNVS (“TNVS Terms”) constitutes a legal agreement between TNVS and E-Pick Me Up. E-Pick Me Up provides the TNC Services (as defined below). The TNC Services enable TNVS to seek, receive and fulfill requests for Transportation Services from an authorized user of the Application. You desire to enter into this Agreement for the purpose of accessing and using the TNC Services.


TNVS is authorized to provide transportation services in the Philippines, and it desires to enter into this TNVS Terms for the purpose of accessing and using the TNC Services to enhance its transportation business.


TNVS acknowledges and agrees that E-Pick Me Up is a TNC (as defined below) and does not provide transportation services.


In order to use the TNC Services, TNVS must agree to the terms and conditions that are set forth below. Upon TNVS’s execution (electronic or otherwise) of this TNVS Terms, TNVS and E-Pick Me Up shall be bound by the terms and conditions set forth herein.


  1.  Definitions

    1. “Data” means all data related to the access and use of the TNC Services hereunder, including all data related to Users (including User Information), all data related to the provision of Transportation Services via the TNC Services and the Driver App, and the Driver ID.

“Device” means a mobile device owned or controlled by TNVS or a Driver for the sole purpose of such Driver using the Driver App to provide Transportation Services and for no other purpose whatsoever.


  1. “Driver” means a principal, employee or contractor of TNVS: (a) who meets the then-current requirements to be an active driver using the TNC Services; a n d (b) whom E-Pick Me Up authorizes to access the TNC Services to provide Transportation Services on behalf of TNVS;


  1. “Driver App” or "Application" means E-Pick Me Up’s mobile application that enables TNVS to access the TNC Services for the purpose of seeking, receiving and fulfilling on-demand requests for transportation services by Users, as may be updated or modified by E-Pick Me Up at its discretion from time to time.


  1. “Driver ID” means the identification and password key assigned by E-Pick Me Up to a Driver that enables a Driver to use and access the Driver App.


  1. “Fare” has the meaning set forth in Section 5.1.


  1. "LTFRB" means the Land Transportation Franchising and Regulatory Board.


  1. “Service Fee” has the meaning set forth in Section 5.4.


  1. “TNC Services” mean the services rendered by E-Pick Me Up to enable TNVS to seek, receive and fulfill on-demand requests by Users seeking transportation services. TNC Services shall likewise include the following: (i) inspection of the Vehicle/s for accreditation purposes, subject to compliance with LTFRB requirements, including but not limited to submission of passenger insurance policy; (ii) provide TNVS with E-Pick Me Up's Trade Dress which must be displayed during the pre-arranged ride requested through the Application; (iii) assist TNVS in monitoring the Driver's compliance with the terms and conditions of the TNVS Certificate of Public Convenience by, among others, providing TNVS with feedback provided by Users; and (iv) issue a Certificate of "Good Standing" to TNVS subject to compliance with the TNVS Terms, E-Pick Me Up policies and relevant LTFRB regulations.


  1. "TNVS" or Transportation Network Vehicle Service shall refer to the third party transportation providers accredited by the LTFRB.


  1. “Transportation Services” means the provision of passenger transportation services to Users via the TNC Services in the Philippines by TNVS and its Drivers using the Vehicles.


  1. “User” means an end user authorized by E-Pick Me Up for the purpose of obtaining Transportation Services offered by TNVS.


  1. “User Information” means information about a User made available to TNVS or a Driver in connection with such User’s request for and use of Transportation Services, which may include the User’s name, pick-up location, contact information and photo.

 

  1. “Vehicle” means any vehicle of TNVS that: (a) meets the then-current E-Pick Me Up's requirements for a vehicle on the TNC Services; (b) E-Pick Me Up authorizes for use by a Driver for the purpose of providing Transportation Services on behalf of TNVS; and (c) covered by passenger insurance policy, as required by the LTFRB and other applicable laws and regulations.


  1. Use of the TNC Services


  1. TNVS Transportation Services. When the Driver App is active, User's requests for Transportation Services may appear to a Driver via the Driver App if the Driver is available and in the vicinity of the User. If a Driver accepts a User’s request for Transportation Services, the Driver App will provide certain User Information to such Driver, including the User’s first name and pickup location. In order to enhance User satisfaction with the Application and the TNVS’s and Driver(s) Transportation Services, it is recommended that the Driver wait at least ten (10) minutes for a User to show up at the requested pick-up location. The Driver will obtain the destination from the User, either in person upon pickup or from the Driver App if the User elects to enter such destination via the Application. The TNVS acknowledges and agrees that once a Driver has accepted a User’s request for Transportation Services, the Application may provide certain information about the Driver to the User, including the Driver’s first name, contact information, TNVS's entity name, and contact information photo and location, and the Driver’s Vehicle’s make and license plate number. TNVS shall not, and shall ensure that all Drivers do not, contact any Users or use any User's personal data for any reason other than for the purposes of fulfilling Transportation Se r v i c e s . As between E-Pick Me Up and TNVS, TNVS acknowledges and agrees that: (a) TNVS and its Drivers are solely responsible for determining the most effective, efficient and safe manner to perform each instance of Transportation Services; and (b) except for the TNC Services or any Devices (if applicable), TNVS shall provide all necessary equipment, tools and other materials, at TNVS’s own expense, necessary to perform Transportation Services.


  1. TNVS’s Relationship with Users. TNVS acknowledges and agrees that TNVS’s provision of Transportation Services to Users creates a legal and direct business relationship between TNVS and the User, to which E-Pick Me Up is not a party. E-Pick Me Up is not responsible or liable for the actions or inactions of a User in relation to the activities of TNVS, a Driver or any Vehicle. TNVS shall have the sole responsibility for any obligations or liabilities to Users or third parties that arise from its provision of Transportation Services, unless E-Pick Me Up failed to exercise due diligence and reasonable care in accrediting TNVS and their Drivers and the liability was not caused by acts or omissions outside of E-Pick Me Up's control. TNVS acknowledges and agrees that it and each Driver are solely responsible for taking such precautions as may be reasonable and proper (including maintaining the passenger insurance policy issued by any LTFRB's accredited  insurance provider) regarding any acts or omissions of a User or third party. TNVS acknowledges and agrees that E-Pick Me Up may release the

 

contact and/or insurance information of TNVS and/or a Driver to a User upon such User’s reasonable request. TNVS acknowledges and agrees that, unless specifically consented to by a User, neither TNVS nor Driver may transport or allow inside any Vehicle individuals other than a User and any individuals authorized by such User during the performance of Transportation Services for such User. TNVS acknowledges and agrees, and shall ensure that its Drivers agree, that all Users should be transported directly to their specified destination, as directed by the applicable User, without unauthorized interruption or unauthorized stops.


  1. TNVS’s Relationship with E-PICK ME UP. TNVS acknowledges and agrees that E-Pick Me Up’s provision to User of the TNC Services creates a legal and direct business relationship between E-Pick Me Up and User. E-Pick Me Up does not, and shall not be deemed to, direct or control TNVS or its Drivers generally or in their performance under this TNVS Terms specifically, including in connection with the operation of TNVS’s business, the provision of Transportation Services, the acts or omissions of Drivers, or the operation and maintenance of any Vehicles. TNVS and its Drivers retain the sole right to determine when and for how long each of them will utilize the Driver App or the TNC Services. TNVS acknowledges and agrees that it has complete discretion to operate its independent business and direct its Drivers at its own discretion, including the ability to provide services at any time to any third party separate and apart from Transportation Services. For the sake of clarity, TNVS understands that it retains the complete right to provide transportation services to its existing customers and to use the services of other TNCs. Access to or use of the TNC Services by TNVS or any Driver may be cancelled or otherwise deactivated in the event of a violation of this TNVS Terms, a violation of a Driver, the TNVS‘s or any Driver’s disparagement  of E-Pick Me Up, TNVS’s or any Driver’s act or omission that causes harm to E-Pick Me Up’s. E-Pick Me Up also retains the right to deactivate or otherwise restrict User or any Driver from accessing or using the TNC Services for any other reason at the sole and reasonable discretion of E-Pick Me Up.


  1. TNVS’s Relationship with Drivers. TNVS shall have the sole responsibility for any obligations or liabilities to Drivers that arise from its relationship with its Drivers (including provision of Transportation Services). The TNVS acknowledges and agrees that it exercises sole control over the Drivers and will comply with all Philippine laws (including tax, privacy, social security and employment laws) governing or otherwise applicable to its relationship with its Drivers. Notwithstanding TNVS’s right, if applicable, to take recourse against a Driver, TNVS acknowledges and agrees that it is at all times responsible and liable for the acts and omissions of its Drivers vis-à-vis Users and E-Pick Me Up, even where such liability may not be mandated under Philippine law.


  1. Ratings.

 

  1. TNVS acknowledges and agrees that: (a) after receiving Transportation Services, a User will be prompted by the Application to provide a rating of such Transportation Services and Driver and, optionally, to provide comments or feedback about such Transportation Services and Driver; and (b) after providing Transportation Services, the Driver will be prompted by the Driver App to provide a rating of the User and, optionally, to provide comments or feedback about the User. TNVS shall instruct all Drivers to provide ratings and feedback in good faith.


  1. TNVS acknowledges that E-Pick Me Up desires that Users have access to high-quality services via the Application. In order to continue to receive access to the Driver App and the TNC Services, each Driver must maintain an average rating by Users that exceeds the minimum average acceptable rating established by E-Pick Me Up, as may be updated from time to time by E-Pick Me Up in its sole discretion (“Minimum Average Rating”). In the event a Driver’s average rating falls below the Minimum Average Rating, E-Pick Me Up will notify TNVS and may provide the Driver in E-Pick Me Up’s discretion, a limited period of time to raise his or her average rating above the Minimum Average Rating. If such Driver does not increase his or her average rating above the Minimum Average Rating within the time period allowed (if any), E-Pick Me Up reserves the right to deactivate such Driver’s access to the TNC Services. Additionally, TNVS acknowledges and agrees that repeated failure by a Driver to accept User requests for Transportation Services while such Driver is logged in to the Driver App creates a negative experience for Users of the Application. Accordingly, TNVS agrees and shall ensure that if a Driver does not wish to accept User requests for Transportation Services for a period of time, such Driver will log off of the Driver App.


  1. E-Pick Me Up reserves the right to use, share and display Driver and User ratings and comments in any manner in connection with the business of E-Pick Me Up without attribution to or approval of TNVS or the applicable Driver. TNVS acknowledges that E-Pick Me Up and its Affiliates or other related parties are distributors (without any obligation to verify) and not publishers of Driver and User ratings and comments, provided that E-Pick Me Up reserves the right to edit or remove comments in the event that such comments include obscenities or other objectionable content, include an individual’s name or other personal information, or violate any privacy laws, other applicable laws or E-Pick Me Up’s content policies.


  1. Application


3.1  Location Based Services. TNVS acknowledges and agrees that each Driver’s geo-location information must be provided to E-Pick Me Up in order to provide Transportation Services. TNVS acknowledges and agrees, and shall inform and obtain the consent of each Driver, that:

(a) the Driver’s geo-location information will be monitored and tracked by the TNC Services when the Driver  is logged  into the Driver  App and available  to receive  requests  for

 

Transportation Services, or when the Driver is providing Transportation Services; and (b) the approximate location of the Driver’s Vehicle will be displayed to the User before and during the provision of Transportation Services to such User. In addition, E-Pick Me Up may monitor, track and share a Driver’s geo-location information obtained by the Driver App and Device for safety, security, technical, marketing and commercial purposes, including to provide and improve E-Pick Me Up’s products and services.


  1. Drivers and Vehicles


  1. Driver Requirements. TNVS acknowledges and agrees that each Driver shall at all times: (a) hold and maintain (i) a valid professional driver's license to operate the Vehicle assigned to such Driver, and (ii) all licenses, permits, approvals and authority applicable to TNVS and/or Driver that are necessary to provide Transportation Services to third parties in the Philippines; (b) possess the appropriate and current level of training, expertise and experience to provide Transportation Services in a professional manner with due skill, care and diligence; and (c) maintain high standards of professionalism, service and courtesy. TNVS acknowledges and agrees that each Driver will be subject to criminal background check and may be subject to driving record checks from time to time in order for such Driver to qualify to provide, and remain eligible to provide, Transportation Services. TNVS acknowledges and agrees that E-Pick Me Up reserves the right, at any time in its sole discretion, to deactivate or otherwise restrict a Driver from accessing or using the TNC Services if TNVS or such Driver fails to meet the requirements set forth in this TNVS Terms.


  1. Vehicle Requirements. TNVS acknowledges and agrees that each Vehicle shall at all times be:

(a) properly registered and licensed to operate as a passenger transportation vehicle in the Philippines; (b) owned or leased by TNVS, or otherwise in TNVS’s lawful possession;

(c) suitable for performing the passenger transportation services contemplated by this TNVS Terms; (d) maintained in good operating condition, consistent with industry safety and maintenance standards for a Vehicle of its kind and any additional standards or requirements in the Philippines, and in a clean and sanitary condition; (e) be equipped with basic tools and equipment (like spare tire, jack, early warning device or the like) when providing the Transportation  Services; (f) without any advertisement on the exterior of the vehicle unless approved by the LTFRB or a component of E-Pick Me Up 's trade dress; and (g) equipped with E-Pick Me Up's trade dress that is readable during daylight hours at a distance of at least fifty (50) feet and reflective, illuminated or otherwise patently visible so as to be seen in darkness.


  1. Documentation. To ensure TNVS’s and each of its Drivers’ compliance with all requirements in Sections 4.1 and 4.2 above, TNVS must provide E-Pick Me Up with written copies of all such licenses, permits, approvals, authority, registrations and certifications prior to TNVS’s and

 

the applicable Drivers’ provision of any Transportation Services. Thereafter, TNVS must submit to E-Pick Me Up written evidence of all such licenses, permits, approvals, authority, registrations and certifications as they are renewed. E-Pick Me Up shall, upon request, be entitled to review such licenses, permits, approvals, authority, registrations and certifications from time to time, and TNVS’s failure to provide or maintain any of the foregoing shall constitute a material breach of this TNVS Terms. E-Pick Me Up reserves the right to independently verify TNVS's and/or any Driver’s Documentation from time to time in any way E-Pick Me Up deems appropriate in its reasonable discretion.


  1. Financial Terms


  1. Fare Calculation. TNVS is entitled to charge a fare for each instance of completed Transportation Services provided to a User that are obtained via the TNC Services (“Fare”), where such Fare is calculated based upon a base fare amount plus distance (as determined by E- Pick Me Up using location-based services enabled through the Device) and/or time amounts (“Fare Calculation”). TNVS is also entitled to charge User for any Tolls, taxes or fees incurred during the provision of Transportation Services, if applicable. TNVS: (i) appoints E- Pick Me Up as TNVS's limited payment collection agent solely for the purpose of accepting the Fare, applicable Tolls and, depending on the region and/or if requested by TNVS, applicable taxes and fees from the User on behalf of TNVS; and (ii) agrees that payment made by User to E-Pick Me Up shall be considered the same as payment made directly by User to TNVS. In addition, the parties acknowledge and agree that as between TNVS and E- Pick Me Up, the Fare is a recommended amount, and the primary purpose of the pre- arranged Fare is to act as the default amount in the event TNVS does not negotiate a different amount. TNVS shall always have the right to: (i) charge a fare that is less than the pre-arranged Fare; or (ii) negotiate, at TNVS’s request, a Fare that is lower than the pre- arranged Fare (each of (i) and (ii) herein, a “Negotiated Fare”). E-Pick Me Up shall consider all such requests from the TNVS in good faith.


  1. Changes to Fare Calculation. The Fare Calculation may, at any time, be changed based upon local market factors at E-Pick Me Up's sole discretion, and E-Pick Me Up will provide notice to TNVS in the event of such change that would result in a change in the recommended Fare. Continued use of the TNC Services after any such change in the Fare Calculation shall constitute TNVS’s consent to such change.


  1. Fare Adjustment. E-Pick Me Up reserves the right to: (i) adjust the Fare for a particular instance of Transportation Services (e.g., Driver took an inefficient route, Driver failed to properly end a particular instance of Transportation Services in the Driver App, technical error in the TNC Services, etc.); or (ii) cancel the Fare for a particular instance of Transportation Services (e.g., a User is charged for Transportation Services that were not

 

provided, in the event of a User complaint, fraud, etc.). E-Pick Me Up’s decision to reduce or cancel the Fare in any such manner shall be exercised in a reasonable manner.


  1. Service Fee. In consideration of the TNC Services, TNVS agrees to pay E-Pick Me Up, a service fee on a per Transportation Services transaction basis calculated as a percentage of the Fare (regardless of any Negotiated Fare), as provided to TNVS via email or otherwise made available electronically from time to time for the Philippines (“Service Fee”). Unless Philippine regulations require otherwise, taxes will be calculated and charged on the Fare, and E-Pick Me Up shall calculate the Service Fee based on the Fare inclusive of such taxes. E-Pick Me Up reserves the right to change the Service Fee at any time in E-Pick Me Up’s discretion based upon local market factors, and E-Pick Me Up will provide notice to TNVS in the event of such change. Continued use of the TNC Services after any such change in the Service Fee calculation shall constitute the TNVS’s consent to such change.


  1. Cancellation Charges. TNVS acknowledges and agrees that Users may elect to cancel requests for Transportation Services that have been accepted by a Driver via the Driver App at any time prior to the Driver’s  arrival. In the event that a User cancels  an accepted  request  for Transportation Services, the User may be charged a cancellation fee on behalf of TNVS. If charged, this cancellation fee shall be deemed the Fare for the cancelled Transportation Services to be received by TNVS hereunder (“Cancellation Fee”). The parties acknowledge and agree that as between TNVS and E-Pick Me Up, this Cancellation Fee is a recommended amount, and the primary purpose of such Cancellation Fee is to act as the default amount in the event TNVS does not negotiate a different amount. TNVS shall always have the right to: (i) charge a cancellation fee that is less than the Cancellation Fee; or (ii) negotiate, at TNVS’s request, a cancellation fee that is lower than the Cancellation Fee (each of (i) and (ii) herein, a “Negotiated Cancellation Fee”). If charged, the Cancellation Fee (regardless of any Negotiated Cancellation Fee) shall be deemed the Fare for the cancelled Transportation Services to be received by the TNVS hereunder.


  1. Receipts. The TNVS is provided a system for the delivery of receipts to Users for Transportation Services rendered. Upon the completion of Transportation Services for a User by a Driver, an applicable receipt is issued to the User via email on behalf of TNVS and applicable Driver. Such receipts are also provided via email or the online portal available to the TNVS. Receipts include the breakdown of amounts charged to the User for Transportation Services and may include specific information about TNVS and applicable Driver, including TNVS’s entity name and contact information and the Driver’s name and photo, as well as a map of the route taken by the Driver. TNVS shall inform Drivers that any corrections to a User’s receipt for Transportation Services must be submitted to E-Pick Me Up in writing within three (3) business days after the completion of such Transportation Services. Absent such a notice, E- Pick Me Up shall not be liable for any mistakes in or corrections to the receipt or for recalculation of disbursement of the Fare. TNVS acknowledges and agrees that the applicable

 

receipt sent via email is not an official receipt required under applicable law. In addition to the applicable receipt sent via email, TNVS shall issue an official receipt to Users in accordance with applicable Philippine law.


  1. No Additional Amounts. TNVS acknowledges and agrees that, for the mutual benefit of the parties, through advertising and marketing, E-Pick Me Up and its Affiliates or related parties may seek to attract new Users to E-Pick Me Up and to increase existing Users’ use of the Application. TNVS acknowledges and agrees such advertising or marketing does not entitle TNVS to any additional monetary amounts beyond the amounts expressly set forth in this TNVS Terms.


  1. Taxes. TNVS acknowledges and agrees that it is required to: (a) complete all tax registration obligations and calculate and remit all tax liabilities related to the provision of Transportation Services as required by applicable law; and (b) issue official receipts to Users as required under applicable Philippine law and (c) provide E-Pick Me Up with all relevant tax information (including a valid VAT number belonging to the TNVS and/or any Driver, if obtaining a VAT number is required of the TNVS and/or any Driver by applicable law). TNVS further acknowledges and agrees that TNVS and each of its Drivers are responsible for taxes on their own income arising from the performance of Transportation Services. Notwithstanding anything to the contrary in this TNVS Terms, E-Pick Me Up may in its reasonable  discretion  based  on  applicable  tax  and  regulatory considerations, collect and remit taxes resulting from TNVS’s and/or any Driver’s provision of Transportation Services and/or provide any of the relevant tax information TNVS and/or any Driver has provided pursuant to the foregoing requirements in this section directly to the applicable governmental tax authorities on TNVS’s and/or the applicable Driver’s behalf or otherwise.


  1. Confidentiality


  1. Each party acknowledges and agrees that in the performance of this TNVS Terms it may have access to or may be exposed to, directly or indirectly, confidential information of the other party ("Confidential Information"). Confidential Information includes E-Pick Me Up or its Affiliate or related parties Data, Driver IDs, User Information, and the transaction volume, marketing and business plans, business, financial, technical, operational and such other non-public information of each party (whether disclosed in writing or verbally) that such party designates as being proprietary or

confidential or of which the other party should reasonably know that it should be treated as confidential.

 

  1. Each party acknowledges and agrees that:  (a) all Confidential Information shall remain the exclusive property of the disclosing party; (b) it shall not use Confidential Information of the other party for any purpose except in furtherance of this TNVS Terms; (c) it shall not disclose Confidential Information of the other party to any third party, except to its employees, officers, contractors, agents and service providers ("Permitted Persons") as necessary to perform under this TNVS Terms, provided Permitted Persons are bound in writing to obligations of confidentiality and non-use of Confidential Information no less protective than the terms hereof; and (d) it shall return or destroy all Confidential Information of the disclosing party upon the termination of this TNVS Terms or at the request of the other party (subject to applicable law and, with respect to E-Pick Me Up, its internal record-keeping requirements).


  1. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it: (a) is or becomes part of the public domain through no act or omission on the part of the receiving party; (b) was possessed by the receiving party prior to the date of this TNVS Terms without an obligation of confidentiality; (c) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto; or (d) is required to be disclosed pursuant to law, court order, subpoena or governmental authority, provided the receiving party notifies the disclosing party thereof and provides the disclosing party a reasonable opportunity to contest or limit such required disclosure.


  1. Privacy. Subject to applicable Philippine laws, E-Pick Me Up any information about Drivers provided hereunder if: (a) there is a complaint, dispute or conflict, including an accident, between a Driver and a User; (b) it is necessary to enforce the terms of the TNVS Terms; (c) it is required, in E-Pick Me Up’s or any Affiliate’s or related parties' sole discretion, by applicable law or regulation; (d) it is necessary, in E-Pick Me Up’s sole discretion, to (1) protect the safety, rights, property or security of E-Pick Me Up, the TNC Services or any third party, (2) detect, prevent or otherwise address fraud, security or technical issues, and/or (3) prevent or stop activity which E-Pick Me Up, in their sole discretion, consider to be, or to pose a risk of being, illegal, unethical or legally actionable; or (e) it is required or necessary, in E- Pick Me Up’s or its Affiliate’s or related parties' sole discretion, for insurance or other purposes related to TNVS’s and/or Driver’s ability to qualify, or remain qualified, to use the TNC Services. TNVS understands that E-Pick Me Up may retain TNVS’s and/or Driver(s) personal data for legal, regulatory, safety, and other necessary purposes after this TNVS Terms is terminated. Your personal data will be directly transferred to and processed by E-Pick Me Up, acting in its capacity as data controller of such personal data. E-Pick Me Up or its Affiliates or related parties process personal data in accordance with its privacy policy.

 

  1. Insurance

 

  1. Prior to doing business with E-Pick Me Up, TNVS agrees to obtain the passenger insurance policy from an LTFRB-accredited insurance provider at TNVS's sole cost and expense. TNVS agrees to review the terms and conditions of such coverage to ensure that it provides the amounts of coverage required by Philippine law.


  1. Representations and Warranties; Disclaimers


  1. By the TNVS. TNVS hereby represents and warrants that: (a) it has full power and authority to enter into this TNVS Terms and perform its obligations hereunder; (b) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin; (c) it has not entered into, and during the term will not enter into, any agreement that would prevent it from complying with this TNVS Terms; (d) it will comply with all applicable Philippine laws in its performance of this TNVS Terms, including holding and complying with all permits, licenses, registrations and other governmental authorizations necessary to provide (i) Transportation Services using the Drivers and Vehicles pursuant to this TNVS Terms, and (ii) passenger transportation services to third parties in the Philippines generally; (e) it shall report to E-Pick Me Up, within twenty-four (24) hours from receipt of report or reliable information, the following: (i) any assault or robbery involving TNVS or Driver; (ii) any accident, resulting in physical injuries or death, involving TNVS or Driver; (iii) conviction of criminal offenses that have a bearing on TNVS's or Driver's ability or fitness to operate a TNVS. Such offenses may include: theft, fraud, robbery, assault, sex crime, alcohol, drugs or prostitution; and (iv) termination of the Driver's employment contract with TNVS; and (f) it shall require all Drivers to comply the applicable terms and conditions set forth in this TNVS Terms and all applicable Philippine laws.


  1. Disclaimer of Warranties. E-Pick Me Up provides, and TNVS accepts, the TNC Services, Driver App and the Devices on an "as is" and "as available" basis. E-Pick Me Up does not represent, warrant or guarantee that TNVS’s or any Driver’s access to or use of the TNC Services, Driver App or the Devices: (a) will be uninterrupted or error free; or (b) will result in any requests for Transportation Services. E-Pick Me Up makes no representations, warranties or guarantees as to the actions or inactions of the Users who may request or receive Transportation Services from the TNVS or any Driver hereunder, and E-Pick Me Up need not screen or otherwise evaluate Users. By using the TNC Services and Driver App, TNVS acknowledges and agrees that TNVS or a Driver may be introduced to a third party (including Users) that may pose harm or risk to TNVS, a Driver or other third parties. TNVS and Drivers are advised to take reasonable precautions with respect to interactions with third parties encountered in connection with the use of the TNC Services or Driver App.


  1. No Service Guarantee. E-Pick Me Up does not guarantee the availability or uptime of the Application or Driver App. TNVS acknowledges and agrees that the Application or Driver

 

App may be unavailable at any time and for any reason (e.g., due to scheduled maintenance or network failure). Further, the Application or Driver App may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications, and E-Pick Me Up is not responsible for any delays, delivery failures or other damages, liabilities or losses resulting from such problems.


  1. Indemnification


  1. TNVS shall indemnify, defend (at E-Pick Me Up’s option) and hold harmless E-Pick Me Up (and its Affiliates and other related parties and their respective officers, directors, employees, agents, successors and assigns) from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines, social security contributions and taxes arising out of or related to: (a) TNVS’s breach of its representations, warranties or obligations under this TNVS Terms; or (b) a claim by a third party (including Users, regulators and governmental authorities) directly or indirectly related to TNVS’s provision of Transportation Services or use of the TNC Services.


  1. As between TNVS and E-Pick Me Up, TNVS is and shall be solely responsible for its Drivers’ provision of Transportation Services. As such, TNVS shall indemnify, defend (at E-Pick Me Up’s option) and hold harmless E-Pick Me Up (and their respective officers, directors, employees, agents, successors and assigns) from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines, social security contributions and taxes directly or indirectly arising out of or related to its Drivers’ provision of Transportation Services or use of the TNC Services.


  1. TNVS shall comply with all of its obligations under tax and social security laws to the extent applicable to this TNVS Terms. You shall indemnify E-Pick Me Up from all tax liabilities, duties, levies, claims and penalties that may be imposed on TNVS or on E-Pick Me Up as a result of TNVS's failure to comply with any of its tax obligations. In particular, but without limitation to the foregoing, such taxes or duties shall include taxes, wages or other duties or withholdings (including any wage tax, social insurance premiums or employee insurance premiums) arising in the event that the relationship described in the TNVS Terms, contrary to the intention and meaning of the parties, should be held to be an employment agreement between E-Pick Me Up and TNVS by the relevant authority in the Philippines.


  1. Limits of Liability. Unless otherwise provided by law,  or unless E-Pick Me Up fails to exercise due diligence and reasonable care in accrediting TNVS and their Drivers and the liability was not caused by acts or omissions outside of E-Pick Me Up's control, E-Pick Me Up and its Affiliates and related parties shall not be liable under or related to this TNVS

 

Terms for any of the following, whether based on contract, tort or any other legal theory, even if a party has been advised of the possibility of such damages:  (i) any incidental, punitive, special, exemplary, consequential, or other indirect damages of any type or kind; or (ii) TNVS’s, Driver's or any third party’s property damage, or loss or inaccuracy of data, or loss of business, revenue, profits, use or other economic advantage. Except for E-Pick Me Up’s obligations to pay amounts due to TNVS pursuant to Section 4 above, but subject to any limitations or other provisions contained in this TNVS Terms which are applicable thereto, in no event shall the liability of E-Pick Me Up under this TNVS Terms exceed the amount of Service Fees actually paid to or due to E-Pick Me Up hereunder in the six (6) month period immediately preceding the event giving rise to such claim. TNVS acknowledges and agrees that any and all claims TNVS has or purports to have against E-Pick Me Up should be notified to E-Pick Me Up within one (1) year after the event(s) that gave rise to such claim and that TNVS forfeits all rights in respect of that claim if TNVS fails to do so. These limitations do not purport to limit liability that cannot be excluded by applicable Philippine law.


  1. Term and Termination


  1. Term. This TNVS Terms shall commence on the date TNVS receives a notice of commencement ("Notice of Commencement") from E-Pick Me Up at the disclosed email address of TNVS specifying the commencement date of the effectivity of this TNVS Terms (electronically or otherwise), which date shall in no event be earlier than the date of LTFRB's approval of TNVS's application for Provisional Authority to operate as TNVS, and shall continue until terminated as set forth herein.


  1. Termination. Either party may terminate this TNVS Terms: (a) without cause at any time upon seven (7) days prior notice to the other party; (b) immediately, without notice, for the other party’s material breach of this TNVS Terms; or (c) immediately, without notice, in the event of the insolvency or bankruptcy of the other party, or upon the other party’s filing or submission of request for suspension of payment (or similar action or event) against the terminating party. In addition, E-Pick Me Up may terminate this TNVS Terms or E-Pick Me Up may deactivate TNVS or a particular Driver immediately, without notice, with respect to TNVS and/or any Driver in the event TNVS and/or any Driver, as applicable, no longer qualifies, under applicable Philippine law or the standards and policies of E-Pick Me Up, to provide Transportation Services or to operate the Vehicle, or as otherwise set forth in this TNVS Terms.


  1. Effect of Termination. Upon termination of the TNVS Terms, the TNVS and all Drivers, as applicable, shall: (a) immediately delete and fully remove the Driver from its application. Outstanding payment obligations shall survive the termination of this Agreement.

 

  1. Relationship of the Parties


  1. The relationship between the parties under this TNVS Terms is solely that of independent contractors. The parties expressly agree that: (a) this TNVS Terms is not an employment agreement, nor does it create an employment relationship (including from a labor law, tax law or social security law perspective), between E-Pick Me Up and TNVS or E-Pick Me Up and any Driver; and (b) no joint venture, partnership, or agency relationship exists between E-Pick Me Up and TNVS or E-Pick Me Up and any Driver.

  2. TNVS has no authority to bind E-Pick Me Up and undertakes not to hold itself out, and to ensure that each Driver does not hold himself or herself out, as an employee, agent or authorized representative of E-Pick Me Up.


  1. TNVS expressly acknowledges and agrees that by agreeing to the terms and conditions of this TNVS Terms, TNVS intends to perform Transportation Services in a non-incidental manner and, as such, E-Pick Me Up will consider TNVS and its Drivers to be taxable persons in accordance existing Philippine Laws.


  1. Miscellaneous Terms


  1. Modification. E-Pick Me Up reserves the right to modify the terms and conditions of this TNVS Terms at any time, effective upon publishing an updated version of this TNVS Terms as applicable, on the online portal available to TNVS on the TNC Services. E-Pick Me Up reserves the right to modify any information referenced at hyperlinks from this TNVS Terms from time to time. TNVS hereby acknowledges and agrees that, by using the TNC Services, or downloading, installing or using the Driver App, TNVS is bound by any future amendments and additions to this TNVS Terms, information referenced at hyperlinks herein, or documents incorporated herein, including with respect to Fare Calculations. Continued use of the TNC Services or Driver App after any such changes shall constitute TNVS’s consent to such changes.


  1. Supplemental Terms. Supplemental terms may apply to TNVS’s and Driver’s use of the TNC Services, such as use policies or terms related to certain features and functionality, which may be modified from time to time (“Supplemental Terms”). TNVS may be presented with certain Supplemental Terms from time to time. Supplemental Terms are in addition to, and shall be deemed a part of, this TNVS Terms. Supplemental Terms shall prevail over this TNVS Terms in the event of a conflict.

 

  1. Severability. If any provision of this TNVS Terms is held to be illegal, invalid or unenforceable, in whole or in part, under Philippines law, such provision or part thereof shall to that extent be deemed not to form part of this TNVS Terms but the legality, validity and enforceability of the remainder of this TNVS Terms shall not be affected. In that event, the parties shall replace the illegal, invalid or unenforceable (part of the) provision with a (part of a) provision that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable (part of the) provision, given the contents and purpose of this TNVS Terms.


  1. Assignment. TNVS may not assign or transfer this TNVS Terms or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of the other party. E-Pick Me Up may assign or transfer this TNVS Terms or any or all of its rights or obligations hereunder, in whole or in part, under this TNVS Terms from time to time without having to seek consent of or to give notice to TNVS. Should E-Pick Me Up do so, TNVS has the right to terminate this TNVS Terms immediately, without prior notice.


  1. Entire Agreement. This TNVS Terms, including the recitals and all Supplemental Terms, constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In this TNVS Terms, the words “including” and “include” mean “including, but not limited to.” The recitals form a part of this TNVS Terms.


  1. No Third Party Beneficiaries. Except as otherwise set forth in Section 2.4 above, TNVS acknowledges that there are no third party beneficiaries to this TNVS Terms. Nothing contained in this TNVS Terms is intended to or shall be interpreted to create any third party beneficiary claims.


  1. Notices. Any notice to TNVS under this TNVS Terms will be delivered by email to the email address associated with the TNVS’s account or by posting on the online portal available to the TNVS. Any notice delivered by TNVS to E-Pick Me Up under this TNVS Terms will be delivered by contacting E-Pick Me Up at “Contact Us” section.


  1. Governing Law; Arbitration.  Except as otherwise set forth in this TNVS Terms, this TNVS terms shall be exclusively governed by and construed in accordance with the laws of The Philippines, excluding its rules on conflicts of laws. Any dispute, conflict or controversy, howsoever

arising out of or broadly in connection with or relating to this TNVS Terms, including those relating to its validity, its construction or its enforceability, shall be first mandatorily submitted to arbitration proceedings under the rules of the Philippine Dispute Resolution Center,

 

Inc. ("PDRCI Rules") in force at the time of the commencement of the arbitration. The dispute shall be resolved by one (1) arbitrator to be appointed in accordance with the PDRCI Rules. The place of arbitration shall be the Philippines. The language of the arbitration shall be English. The existence and content of the arbitration proceedings, including documents and briefs submitted by the parties, correspondence from and to the PDRCI, correspondence from the mediator, and correspondence, orders and awards issued by the sole arbitrator, shall remain strictly confidential and shall not be disclosed to any third party without the express written consent from the other party unless: (i) the disclosure to the third party is reasonably required in the context of conducting the mediation or arbitration proceedings; and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein.

In all cases where unilateral termination is allowed under this TNVS Terms, it is understood that prior resort to arbitration or any judicial, administrative or other governmental action shall not be required for purposes of exercising said right. The parties waive any right to insist on prior resort to arbitration or such other action to the fullest extent allowed under applicable law. In the event either party disputes or questions the exercise by the other of the right to unilaterally terminate this TNVS Terms, it is agreed that pending the determination of the issue of whether this TNVS Terms may be terminated, the parties' obligations under the TNVS Terms, except those which are intended to survive the termination or expiration of the TNVS Terms, shall be deemed suspended. It is further understood that the party who disputes the unilateral termination will shoulder all costs, including attorney's fees, should the termination be found to be proper.

 

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