Terms of Service — UK Taxi Dispatch Software

These Terms of Service (the “Agreement”) form a contract in electronic format between you as an end-user and Taxi Dispatch, governing the use of the Taxi Dispatch route and schedule planning service (the “Service”). By accessing and using our Service, you are agreeing that you will be bound by and comply with the terms and conditions of this Agreement. The terms “Taxi Dispatch”, “we”, “us” or “our” refer collectively to the licensor Taxi Dispatch, a United Kingdom supplier trading since 2014 from High Wycombe, Buckinghamshire, and our website Taxidespatch.co.uk (the “Site”). The term “you” or “your” refers to you as the user and licensee (“Customer”) of our Service under this Agreement. Taxi Dispatch and Customer are sometimes referred to herein separately as a “Party” and together as the “Parties”.

This Agreement is governed by the law of England and Wales and is subject to the exclusive jurisdiction of the courts of England and Wales, as set out in Section 22(j). It is written on the basis that Customer contracts in the course of a licensed transport business; where Customer contracts as a consumer, statutory rights under the Consumer Rights Act 2015 are preserved in full and are unaffected by anything in this Agreement.

This Agreement is applicable as of the date you access and use our Service. We make the Service available through our Site as provided in this Agreement. We provide our Service to you under and subject to the most recent version of this Agreement.

You are expected to have read this Agreement with due care. If you do not agree with all the terms and conditions of this Agreement, you must cease using the Service; your continued use of the Service will signify your acceptance of this Agreement.

1. Description of Service

The Service is designed to provide you with the capability to manage your transport or service business. The Service is based on our Route, Schedule Planning, Route Management Software (the “Route and Schedule Planning Software”) that is hosted by us or on our behalf and accessible by you remotely through our Site.

As part of the Service, Taxi Dispatch will provide and operate the servers, system software, and applications software, including our Route and Schedule Planning Software functionality available to you in connection with the Service as provided in this Agreement.

2. Grant of License and Use of Service

The Service becomes available to Customer through subscription to the Service and after the payment of the applicable fee valid at the time of the subscription. The subscription fee (the “Service Fee”) is displayed before the subscription to the Service.

Subject to the terms and conditions of this Agreement, Taxi Dispatch grants to you a limited, non-transferable, non-exclusive, non-sublicensable, revocable right and license to access and use our Service to support your business operations for the term of this Agreement unless sooner terminated; provided, however, that you may not use the Service in a resale capacity, or process third-party data in a commercial service bureau environment, and Taxi Dispatch retains all right, title and interest in and to all Route and Schedule Planning Software applications and any materials supplied to you by us.

Taxi Dispatch has the right to close or suspend Customer’s account, if we reasonably believe that Customer has breached this Agreement, applicable law or regulations, or otherwise acted in a way that harms Taxi Dispatch, its agents or the Service.

Customer can sign up for a free trial with the Service. Under the free trial, Customer can create an account and test the available Taxi Dispatch features. Customer can at any time purchase the Service by notifying Taxi Dispatch and paying the Service Fee.

3. Your Registration Obligations

You represent that you are of legal age to form a binding contract and are not a person barred from receiving services. You also agree to: (a) provide true, accurate, current, and complete information about yourself as prompted by the Taxi Dispatch Service’s registration form (the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, not current, or incomplete, or Taxi Dispatch has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, Taxi Dispatch has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof). You have the responsibility to safeguard your own login credentials, and are responsible for all activity occurring under your account.

4. Payment

The Service Fee depends on the number of Drivers for which you use Taxi Dispatch Product and Services. The price list and billing methods may vary over time. Customers can cancel their Account at any time. When Customers unsubscribe they are not charged after the date of cancellation but are responsible for all charges incurred up until the date of cancellation. If you cancel your Taxi Dispatch Service, Taxi Dispatch is not obligated to refund Service charges already paid. Cancellation will take effect at the end of the last Service Term for which charges are already paid.

(a) Currency and VAT. All Service Fees are quoted and payable in pounds sterling (GBP). Fees are exclusive of Value Added Tax, which, where chargeable, is added at the prevailing UK rate and shown separately on the VAT invoice issued in accordance with the Value Added Tax Act 1994.

(b) Late payment. Where Customer contracts in the course of a business and any undisputed sum is not paid by its due date, Taxi Dispatch may charge statutory interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, at the rate of 8% above the Bank of England base rate, accruing daily from the due date until payment. Taxi Dispatch may also suspend the Service on reasonable notice while payment remains outstanding.

(c) Consumer cancellation rights. Almost every Customer contracts as a licensed business, but where Customer contracts as a consumer within the meaning of the Consumer Rights Act 2015, Customer has the right to cancel within fourteen (14) days of entering into this Agreement under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. Where Customer has asked for the Service to begin within that period, Customer may be charged a proportionate amount for the Service supplied up to cancellation. To cancel, email info@taxidespatch.co.uk. Nothing in this Agreement affects a consumer’s statutory rights.

5. Personal Data, UK GDPR and Data Protection

Any personal data relating to an identified or identifiable living individual (“Personal Data”) Taxi Dispatch receives from Customer (including without limitation the data Customer submits to the Service) will be used to provide the Services and for identification, account administration, analysis and fraud/loss prevention purposes but only in relation to the Service we provide to Customer. Both Taxi Dispatch and Customer will comply with all applicable laws relating to privacy and the processing of Personal Data (the “Data Protection Laws”), which for the purposes of this Agreement means the UK GDPR (Regulation (EU) 2016/679 as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018), the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003 (“PECR”), and, where Customer processes the Personal Data of individuals located in the European Economic Area, the EU GDPR. Taxi Dispatch’s privacy policy is incorporated in its entirety as a binding part of this Agreement.

Taxi Dispatch has operated as a United Kingdom data processor for licensed taxi, minicab, private hire and chauffeur operators since 2014, and applies a single UK GDPR standard of protection to every Customer, including those located outside the United Kingdom and the EEA. The provisions below constitute the written processing terms required by Article 28(3) of the UK GDPR and take effect as a data processing agreement between the Parties from the date of subscription. No separate signature is required, although Taxi Dispatch will complete a Customer’s own data processing agreement on request at no charge. Accordingly, in regard to personal data processing, the following provisions shall apply;

Customer as data controller: The Customer is regarded as a data controller in regard to any Personal Data collected by the Customer (“Customer’s Personal Data”). The Parties acknowledge and agree that: (i) Taxi Dispatch may have access to Customer’s Personal Data and will: (a) process the Customer’s Personal Data only for the purpose of providing the Service and possible other services to Customer, and to the extent and for the duration necessary for providing the Service; (b) process it only in accordance with the Terms and Customer’s lawful instructions; and (c) take appropriate technical and organisational measures to prevent unauthorised or unlawful processing, accidental loss, destruction or damage to Customer’s Personal Data; (d) ensure that Taxi Dispatch’s personnel authorised to process the Customer’s Personal Data have committed themselves to confidentiality; (e) reasonably and when possible, taking into account the nature and scope of processing, assist Customer in fulfilling Customer’s obligation to respond to requests relating to data subjects’ statutory rights; (f) reasonably and when possible, taking into account the nature and scope of processing, assist Customer in ensuring compliance with Customer’s obligations to perform security and data protection assessments, security incident notifications and/or prior consultations of the competent supervisory authority; (g) notify Customer without undue delay, and in any event in sufficient time to allow Customer to meet its own seventy-two (72) hour notification obligation to the Information Commissioner’s Office under Article 33 of the UK GDPR, on becoming aware of a personal data breach affecting Customer’s Personal Data; (h) make available to Customer the information reasonably necessary to demonstrate compliance with Article 28 of the UK GDPR and submit to audits on reasonable written notice; (i) shall, within a reasonable time after the termination of the Customer subscription, delete all Customer’s Personal Data from its systems save to the extent Taxi Dispatch is required to retain a copy by UK law; (ii) Customer’s Personal Data is hosted in the United Kingdom, in the AWS eu-west-2 (London) region, and is processed within the United Kingdom in the ordinary course. Where Personal Data is transferred outside the United Kingdom, Taxi Dispatch shall ensure a lawful transfer mechanism under Chapter V of the UK GDPR — UK adequacy regulations, the International Data Transfer Agreement (IDTA), or the UK Addendum to the EU Standard Contractual Clauses — together with any supplementary measures required following a transfer risk assessment; and (iii) Customer is the data controller and retains full responsibility for the Customer’s Personal Data processed on its behalf by Taxi Dispatch acting as data processor. Customer shall ensure that Customer is entitled to transfer the relevant Customer’s Personal Data to Taxi Dispatch so that Taxi Dispatch may lawfully use, process and transfer the Customer’s Personal Data in accordance with this Agreement on behalf of Customer. Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by Data Protection Laws.

Customer hereby gives Taxi Dispatch general written authorisation, for the purposes of Article 28(2) of the UK GDPR, to appoint sub-processors in the processing of Customer’s Personal Data carried out under this Agreement. Taxi Dispatch shall impose on each sub-processor data protection obligations no less protective than those set out in this Section 5, shall remain fully liable to Customer for the performance of each sub-processor’s obligations, and shall give Customer reasonable notice of any intended addition or replacement of a sub-processor so that Customer may object on reasonable data protection grounds. A current list of sub-processors is available on request.

Security measures. Taxi Dispatch implements and maintains appropriate technical and organisational measures under Article 32 of the UK GDPR, including encryption of data in transit, access control on a least-privilege basis, logical separation of Customer environments, logged administrative access, regular backups held within the United Kingdom, and documented restoration procedures. Taxi Dispatch has maintained these controls for UK operators since 2014 and reviews them at least annually.

Data subject rights and the ICO. Passengers, drivers and account contacts whose Personal Data is held in the Service may exercise the rights given to them by the UK GDPR — access, rectification, erasure, restriction, portability and objection — against Customer as data controller, and Taxi Dispatch will assist Customer in responding within the statutory one-month period. Any individual also has the right to lodge a complaint with the Information Commissioner’s Office, the United Kingdom supervisory authority, at ico.org.uk or on 0303 123 1113.

No sale of data. Taxi Dispatch does not sell, rent or licence Customer’s Personal Data, does not use Customer’s passenger or account lists for its own marketing, and does not use Customer’s Personal Data to train third-party products. Customer’s booking, customer and account records remain Customer’s property throughout and after the Term.

More information about the role of Customer as data controller can be found under the privacy policy section Customer as Data controller.

Taxi Dispatch as data controller: In addition to processing data on behalf of Customer as a data processor, Taxi Dispatch also processes certain Personal Data for its own purposes as a data controller. More information regarding this processing can be found under the privacy policy section Taxi Dispatch as Data controller.

6. Support and Availability of Service

The Service will include remedial maintenance for the Route Planning and Management Software our Service is based upon, including all updates, bug fixes, and upgrades to the Route and Schedule Planning Software that are implemented by us during the term of the Agreement.

Subject to the terms and conditions of this Agreement, Taxi Dispatch will use commercially reasonable efforts to provide the Service for twenty-four hours a day, seven (7) days a week through the term of this Agreement. You agree that from time to time the Service may be inaccessible or impossible to use for various reasons, including periodic maintenance procedures or upgrades, service malfunctions and causes beyond our control or that are not reasonably foreseeable by us, including the interruption or failure of telecommunications or digital transmission links, hostile network attacks or network congestion or other failures (collectively, “Downtime”). Taxi Dispatch will use commercially reasonable efforts to minimize any disruption, inaccessibility and/or inoperability of the Service in connection with Downtime, whether scheduled or not. Taxi Dispatch will not be responsible for any damages or costs incurred by you, including without limitation, lost profits, if any, that may arise in connection with Downtime.

7. Conduct

You agree to comply with our acceptable use policies in connection with your use of the Service. You understand that all information, data, text, software, graphics, or other materials (“User Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such User Content originated. This means that you, and not Taxi Dispatch, are entirely responsible for all User Content that you upload, post, email, transmit, or otherwise make available via the Service. Taxi Dispatch does not control the User Content posted via the Service and, as such, does not guarantee the accuracy, integrity, or quality of such User Content. Taxi Dispatch takes no responsibility for, and shall not in any circumstances be liable in any way for any User Content or harm or damages arising therefrom, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of any User Content posted, emailed, transmitted, or otherwise made available via the Service. You agree to not use the Service to:

(a) upload, post, email, transmit, or otherwise make available any User Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable, or harm minors;

(b) impersonate any person or entity or falsely state or otherwise misrepresent your identity or affiliation with a person or entity;

(c) forge headers or otherwise manipulate identifiers in order to disguise the origin of any User Content transmitted through the Service;

(d) upload, post, email, transmit, or otherwise make available any User Content that you do not have a right to make available under any law or under contractual or other relationships;

(e) upload, post, email, transmit, or otherwise make available any User Content that infringes any patent, trademark, trade secret, copyright, or other property rights of any party;

(f) upload, post, email, transmit, or otherwise make available any unsolicited or unauthorised advertising, promotional materials, “junk mail,” “spam,” or any other form of solicitation;

(g) upload, post, email, transmit, or otherwise make available any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;

(h) disrupt the normal flow of dialogue, or otherwise act in a manner that negatively affects other users’ ability to engage in discussions or exchanges;

(i) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service;

(j) intentionally or unintentionally breach any applicable law of the United Kingdom or of any other relevant jurisdiction, including the Computer Misuse Act 1990, the Data Protection Act 2018, the Equality Act 2010, PECR and any licensing condition imposed on Customer by its local licensing authority or Transport for London;

(k) “stalk” or otherwise harass another; and/or

(l) collect or store personal data about other users in connection with the prohibited conduct and activities set forth in the paragraphs above.

You acknowledge that Taxi Dispatch has the right, but not the obligation, to pre-screen or monitor User Content, and that Taxi Dispatch and its designees may in their sole discretion, refuse, move, or take down, remove or discard any User Content that is available via the Service and which in Taxi Dispatch’s opinion violates the terms of this Agreement. You agree that you must evaluate, and bear all risks associated with, the use of any User Content, including any reliance on the accuracy, completeness, or usefulness of such User Content. You acknowledge, consent, and agree that Taxi Dispatch may access, preserve, and disclose your account information and User Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to:

• (1) comply with legal process;
• (2) enforce the terms of this Agreement;
• (3) respond to claims that any User Content violates the rights of third parties;
• (4) respond to your requests for subscriber service;
• (5) protect the rights, property, interests, or personal safety of Taxi Dispatch, its users, and
the public; and/or

(6) prevent crime, or report a crime that has already been committed.

8. Restrictions on Use

You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service in any way except as permitted under this Agreement; (ii) modify or make derivative works based upon the Service; (iii) create Internet “links” to the Service or “frame” or “mirror” any portion of the Service on any other server or wireless or Internet-based device; (iv) circumvent or attempt to circumvent any usage control features of the Service; (v) probe, scan or test the vulnerability of the Service; or (vi) disrupt other users of the Service or use the Service for phishing or spamming; or (vii) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product or service using similar ideas, features, functions or graphics represented by or incorporated in the Service, or (c) copy any ideas, features, functions or graphics represented by or incorporated in the Service.

9. Unauthorised Use

You will notify us immediately of any unauthorised use of any password or account or any other known or suspected breach of security.

10. Intellectual Property Rights

Any intellectual property rights on a worldwide basis, including, without limitation, patentable inventions (whether or not applied for), patents, patent rights, copyrights, work of authorship, moral rights, database rights, trademarks, service marks, trade names, trade dress, trade secrets and all applications and registrations of all of the foregoing resulting from, or relating to, the performance of the Service that are conceived, developed, discovered or reduced to practice by Taxi Dispatch (the “Intellectual Property Rights”), shall be the exclusive property of Taxi Dispatch. Specifically, Taxi Dispatch shall exclusively own all rights, title and interest (including, without limitation, all Intellectual Property Rights throughout the world) in and to the Service and any and all inventions, works of authorship, layouts, know-how, ideas or information discovered, developed, made, conceived or reduced to practice, by Taxi Dispatch, in the course of the performance of the Service. Notwithstanding any provision to the contrary in Section 10, the provisions of this Section 10 do not apply to the Personal Data.

11. Use of Your Information

Your information is used by Taxi Dispatch for the following purposes:

•  To deliver functionality and improve the Taxi Dispatch site and/or the Service;
•  To fulfill your requests for assistance with, or information about, the Taxi Dispatch site and/or the Service;
•  To conduct research about your use of the Taxi Dispatch site and/or the Service and their functionality;
•  To offer other Taxi Dispatch services, products, features or functionality that may be of interest to you; and
•  To integrate services, products or features from Taxi Dispatch’s business partners and service providers that we believe will enhance your experience and the functionality and reach of our Service. If we enter into any future arrangements with business partners or other service providers that require access to your contact information, we will provide notice and an opportunity for you to opt out. In any event, we will require our business partners and service providers to maintain your information in confidence, and not to misuse it.

In addition, when you sign on to the Taxi Dispatch site, we have access to certain technical information that is made available to us by your computer and Internet browser, such as the type of browser you are using, your Internet provider and certain other details that are routinely provided. We may associate part or all of this information with your Taxi Dispatch account to help us personalize your experience. Although no computer system is completely impervious to cyber-attack, we employ industry standard technical, managerial and physical security methods to safeguard your data. For additional information, please consult the Taxi Dispatch Privacy Policy, which addresses in greater detail the types of information collected by Taxi Dispatch, and how Taxi Dispatch maintains the confidentiality of your information.

12. Protection of Children

The Service is a business tool sold to licensed transport operators and is not directed at children. Consistent with section 9 of the Data Protection Act 2018, which sets the age at which a child in the United Kingdom may consent to an information society service at thirteen, Taxi Dispatch does not knowingly solicit or maintain the personal data of children under thirteen years of age, and no child under that age may register without the verifiable consent of a parent or guardian. We will take steps to terminate any unauthorised underage registration of which we become aware. Where Customer carries unaccompanied minors — school contracts and similar work — Customer remains the data controller for those records and is responsible for its own lawful basis and safeguarding obligations.

13. User Content

As between Taxi Dispatch and you, you are deemed to possess all right, title and interest in and to any User Content you submit or make available for inclusion via the Service. To the extent that you have the legal right to do so, however, you agree that by making the User Content available for inclusion via the Service, you agree to allow Taxi Dispatch the right to use and display such User Content, in whole or in part, on the Service

14. Usage Information

The term “Usage Information” shall mean all information collected by us reflecting access and usage of the Site and for our Service, including traffic information and, subject to Taxi Dispatch’s privacy policy then in effect, all information directly obtained from an individual visitor accessing the Site. Usage Information does not include User Content as defined above. You agree all Usage Information shall be our exclusive property.

15. Indemnity

You agree to indemnify and hold Taxi Dispatch and its subsidiaries, affiliates, officers, agents, employees, partners, and licensors harmless from any claim or demand, including but not limited to reasonable legal costs and disbursements assessed on the standard basis, made by any third party due to or arising out of User Content you submit, post, transmit, or otherwise make available through the Service, your use of the Service, your connection to the Service, any content you create, manage or control in connection with the Service, your violation of the terms of this Agreement, or your use of the Service in violation of any third-party rights.

16. Modifications to Service

You acknowledge that Taxi Dispatch may establish general practices and limits concerning use of the Service. You further acknowledge that Taxi Dispatch reserves the right to modify these general practices and limits from time to time. Taxi Dispatch reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Taxi Dispatch shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service, in whole or in part.

17. Links

The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because Taxi Dispatch has no control over such sites and resources, you acknowledge and agree that Taxi Dispatch is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any third-party Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Taxi Dispatch shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any third-party Content, goods, or services available on or through any such site or resource.

18. Limited Warranty

Taxi Dispatch warrants that the Service will be provided with reasonable care and skill in accordance with section 13 of the Supply of Goods and Services Act 1982, and that it has the right to grant the licence set out in this Agreement. Subject to that warranty, and subject always to Section 19(a) below, and except where Customer deals as a consumer (in which case Customer’s statutory rights under the Consumer Rights Act 2015 are unaffected), all other terms, conditions and warranties implied by statute, common law or otherwise are excluded to the fullest extent permitted by law. The exclusions in this Section 18 are subject to the test of reasonableness under the Unfair Contract Terms Act 1977.

ALL SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” AND WITHOUT ANY WARRANTY. CUSTOMER UNDERSTANDS AND AGREES THAT Taxi Dispatch’S SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” Taxi Dispatch, ITS AFFILIATES, AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Taxi Dispatch MAKES NO WARRANTY OR REPRESENTATION REGARDING ANY INFORMATION, MATERIALS, GOODS OR SERVICES OBTAINED THROUGH Taxi Dispatch’S SERVICE REPRESENTATIVES OR WEBSITES, OR THAT THE SERVICES WILL MEET ANY OF CUSTOMER’S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF SERVICES IS AT CUSTOMER’S SOLE RISK. Taxi Dispatch IS NOT LIABLE FOR ACTS OR OMISSIONS OF OTHER SERVICE PROVIDERS, FOR INFORMATION OR CONTENT OF COMMUNICATIONS, THIRD-PARTY SERVICES, EQUIPMENT FAILURE OR MODIFICATION, OR CAUSES BEYOND Taxi Dispatch’S REASONABLE CONTROL

19. Limitation Of Liability

(a) Liability that cannot be limited. Nothing in this Agreement excludes or limits, or purports to exclude or limit, either Party’s liability for: (i) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; (ii) fraud or fraudulent misrepresentation; (iii) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); (iv) any liability under the Consumer Rights Act 2015 that may not lawfully be excluded where Customer deals as a consumer; (v) liability for unlawful processing under the UK GDPR to the extent such liability may not lawfully be limited; or (vi) any other liability which cannot be excluded or limited by the law of England and Wales.

(b) Reasonableness. The limitations and exclusions in this Section 19 have been negotiated as a fair allocation of risk between two businesses, and are reflected in the level of the Service Fee. Each is severable: if any is found unreasonable under the Unfair Contract Terms Act 1977, the remainder continue in full force.

(c) Excluded loss and financial cap. Subject to Section 19(a):

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WHATSOEVER SHALL EITHER Taxi Dispatch OR ITS AFFILIATES, OR THEIR RESPECTIVE EMPLOYEES, OFFICERS, SHAREHOLDERS, AGENTS, LICENSORS OR REPRESENTATIVES, NOR CUSTOMER OR ITS AFFILIATES, OR THEIR RESPECTIVE EMPLOYEES, OFFICERS, SHAREHOLDERS, AGENTS, LICENSORS OR REPRESENTATIVES, BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUE, INCLUDING BUT NOT LIMITED TO LOSS OF SALES, DATA, PROFIT, REVENUE, GOODWILL, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR UNAUTHORISED ACCESS TO INFORMATION AND THE LIKE, EVEN IF EITHER PARTY OR AN AFFILIATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER PARTY FOR AN AMOUNT IN EXCESS OF THE TOTAL MONETARY AMOUNT ACTUALLY RECEIVED BY Taxi Dispatch FROM CUSTOMER FOR THE SERVICES IN THE THREE (3) MONTHS PRECEDING THE EVENT WHICH GAVE RISE TO THE CLAIM

20. Term And Termination

Unless the Parties agree otherwise in writing, the performance of the Service shall commence on the date of the subscription or as set out in Customer’s order confirmation from Taxi Dispatch, and shall continue until the subscription has been terminated (the “Term”).

The subscription term can be either monthly or annual, depending on the initial choice of Customer.

Customer may terminate the subscription, without providing notice, at any point. The subscription will remain active until the end of the subscription period for which the customer has prepaid.

For any Service provided by Taxi Dispatch to Customer without a Service Fee (such as a free trial period or similar), Taxi Dispatch shall have the right to terminate such Service immediately without cause at its discretion.

Enterprise Customers who enter into a SAAS Services Agreement with Taxi Dispatch should refer to such agreement for the Term and Termination provisions applicable to such Customers.

Either Party may terminate the Service with immediate effect by serving a written notice to that effect, if the other Party suffers an insolvency event under the Insolvency Act 1986, namely if: (i) the other Party suspends or threatens to suspend payment of its debts, or is unable to pay its debts as they fall due within the meaning of section 123 of that Act; (ii) the other Party enters into a voluntary arrangement with its creditors, or a compromise or arrangement with creditors under Part 26 or Part 26A of the Companies Act 2006; (iii) a petition is presented, a notice is given, a resolution is passed or an order is made for the winding-up of the other Party, other than for the sole purpose of a solvent amalgamation or reconstruction; (iv) an application is made or a notice of intention is given to appoint an administrator, or an administrator is appointed, over the other Party; (v) a person becomes entitled to appoint a receiver or administrative receiver over the other Party’s assets, or a receiver is appointed; (vi) the other Party is an individual and becomes bankrupt or the subject of a debt relief order, or the other Party ceases or threatens to cease to carry on all or a substantial part of its business; or (vii) any payment due by the other Party is late for a period of time exceeding 21 days.

21. Effect Of Termination

Other than as required by law, upon termination of the Service in accordance with this Agreement, Taxi Dispatch shall have no further obligation to provide the terminated or any other Service and Customer shall have no obligation to pay any further Service Fees relating to such terminated Service; provided that, notwithstanding such termination, (i) Customer shall remain liable to Taxi Dispatch for any amounts owed and payable in respect of Service provided prior to the effective date of the termination and (ii) the sections of this Agreement that have been specifically stated as surviving the termination of the Services or sections which would, by their nature, survive the termination of the Services, shall survive any such termination. Any termination of the obligations under this Agreement as to any Service or upon termination of this Agreement will not relieve a Party of any liability for breach hereof.

22. Miscellaneous

(a) Force Majeure
For purposes of this Section 22 (a), a “Force Majeure Event” means an event beyond the control of a Party, which by its nature could not have been foreseen by such Party, or, if it could have been foreseen, was unavoidable and includes, without limitation, acts of God, storms, floods, riots, fires, cloud service provider performance failures and/or power outages, power outages, sabotage, civil commotion or civil unrest, interference by civil or military authorities, and acts of war (declared or undeclared). Continued performance of a Service may be suspended immediately to the extent caused by Force Majeure. The Party claiming suspension of a Service due to Force Majeure will give prompt notice to the other of the occurrence of the event giving rise to the suspension and of its nature and anticipated duration. The Parties shall cooperate with each other to find alternative means and methods for the provision of the suspended Service. Without limiting the generality of the foregoing, neither Party shall be under any liability for failure to fulfill any obligation under these Terms, so long as and to the extent to which the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure.

(b) Entire Agreement
This Agreement (including the Taxi Dispatch Service Order Confirmation, the Subscription Confirmation and the SAAS Services Agreement, whichever is applicable) constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all prior agreements, understandings and negotiations, both written and oral, between the Parties with respect to the subject matter hereof.

(c) Transfer of Rights
Neither Party shall transfer any rights or obligations under this Agreement, without the prior written approval of the other Party. Notwithstanding the aforementioned, Taxi Dispatch has a right to transfer such rights and obligations to any affiliate, or to a third party as a part of a sale or other transaction involving the business to which such rights and obligations relate.

(d) Severability
If any terms or other provision of this Agreement or the schedules hereto shall be determined by a court, administrative agency or arbitrator to be invalid, illegal or unenforceable, such invalidity or unenforceability shall not render the entire Agreement invalid. Rather, this Agreement shall be construed as if not containing the particular invalid, illegal or unenforceable provision, and all other provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Party. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereunder are fulfilled to the fullest extent permitted under applicable law.

(e) Amendment and Modification
Taxi Dispatch has the right to amend the Terms from time to time, by notifying Customer of this by email or in the Service. In the event that Customer does not approve of the amendment to the Terms, Customer has the right to terminate the Service and this Agreement prior to the effective date of the amendment.

(f) No Waiver; Remedies Cumulative
No failure or delay on the part of either Party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

(g) Interpretation
The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of these Terms. When a reference is made in this to an Article or a Section, such reference shall be to an Article or Section of this Agreement unless otherwise indicated.

(h) Survival of Terms
Termination or expiration of this Agreement for any reason shall not release any party from any liabilities or obligations set forth in this Agreement which (a) the Parties have expressly agreed shall survive any such termination or expiration, or (b) remain to be performed, or by their nature would be intended to be applicable following any such termination or expiration.

(i) Independent Contractors
The relationship of Taxi Dispatch and Customer is that of independent contractors, and nothing contained in this Agreement shall be construed to allow either Party to create or assume any obligation on behalf of the other Party for any purpose whatsoever.

(j) Governing Law and Resolution of Disputes
This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), is governed by and construed in accordance with the law of England and Wales. Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). Where the Customer is resident in Scotland or Northern Ireland, nothing in this clause removes any right that Customer may have to bring proceedings in the courts of their own jurisdiction where that right cannot lawfully be excluded.

(j)(i) Escalation before proceedings. Before issuing proceedings, the Parties shall first attempt to resolve the dispute in good faith by discussion between senior representatives within fourteen (14) days of written notice of the dispute. If the dispute is not resolved, the Parties shall consider referring it to mediation under the CEDR Model Mediation Procedure in London. Nothing in this clause prevents either Party from seeking urgent injunctive or other interim relief from the courts of England and Wales at any time, and nothing in it affects the running of any limitation period under the Limitation Act 1980.

(j)(ii) No foreign forum. For the avoidance of doubt, and notwithstanding any earlier version of these Terms, no law of any state of the United States of America and no foreign court, tribunal or arbitral forum governs or has jurisdiction over this Agreement. Taxi Dispatch is a United Kingdom supplier contracting under the law of England and Wales.

(k) Non-Solicitation
Customer agrees that, during the Term and for a period of twelve (12) months thereafter, Customer will not solicit, engage, retain or employ, whether directly or indirectly, for any purpose, any current employee, contractor, owner or agent of Taxi Dispatch.

(l) Electronic Notices
YOU AGREE TO THIS LICENCE OVER THE PHONE. YOU AUTHORISE US TO PROVIDE YOU ANY INFORMATION AND NOTICES REGARDING THE SERVICE (“NOTICES”) IN A WRITTEN EMAIL FORM. WE MAY PROVIDE NOTICES TO YOU (1) VIA EMAIL IF YOU HAVE PROVIDED US WITH A VALID EMAIL ADDRESS OR (2) BY POSTING THE NOTICE ON A WEBSITE DESIGNATED BY US FOR THIS PURPOSE. The delivery of any Notice is effective when sent or posted by Taxi Dispatch regardless of whether you read the Notice or actually receive the delivery. You can withdraw your consent to receive Notices electronically by discontinuing your use of the Service.

(n) Third Party Rights
A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of it. This does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

(o) Consumer Rights Preserved
The Service is supplied to licensed transport businesses and this Agreement is intended to operate as a business-to-business contract. Where, exceptionally, Customer deals as a consumer, nothing in this Agreement excludes or restricts Customer’s statutory rights under the Consumer Rights Act 2015 or the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, and any term that would do so does not apply. A consumer may also use the online dispute resolution and alternative dispute resolution routes available under UK law.

(p) Compliance with UK Law: Bribery, Modern Slavery and Sanctions
Each Party shall comply with all applicable laws, statutes and regulations of the United Kingdom, including the Bribery Act 2010, the Modern Slavery Act 2015, the Proceeds of Crime Act 2002 and applicable UK financial sanctions and export control legislation, and shall maintain its own policies and procedures to ensure compliance. Breach of this clause is a material breach entitling the other Party to terminate with immediate effect.

(q) Notices and Service of Documents
Notices under this Agreement may be given by email as set out in clause (l). Notices relating to legal proceedings must be delivered by hand or sent by pre-paid first-class post to a Party’s registered office or principal place of business, and are deemed received at 9.00 am on the second working day after posting. This clause does not apply to the service of any proceedings or other documents in any legal action, which must be served in accordance with the Civil Procedure Rules.

(r) Language and Working Days
This Agreement is drawn up in the English language, and the English language version prevails over any translation. “Working day” means a day other than a Saturday, Sunday or public holiday in England when clearing banks in London are open for business.

(m) Contact Us:
If you have any questions or comments, or think we’ve overlooked something important to you, please feel free to email us at info@taxidespatch.co.uk

23. UK Licensing and Regulatory Position

Taxi Dispatch supplies taxi dispatch software to operators licensed in the United Kingdom. The software is a record-keeping and dispatch tool: it does not itself hold, and does not substitute for, any licence. Customer remains solely responsible for holding and maintaining a valid private hire operator’s licence, vehicle licences and driver licences issued by its local licensing authority under the Local Government (Miscellaneous Provisions) Act 1976, the Town Police Clauses Act 1847, the Private Hire Vehicles (London) Act 1998 where the operator is licensed by Transport for London, or the equivalent legislation applying in Scotland and Northern Ireland.

The Service is designed to produce and retain the booking records that UK licensing authorities require an operator to keep — the particulars of every booking, the vehicle and driver allocated, and the date and time of each journey — in a form that can be exported and presented to a licensing officer on request. Customer is responsible for the accuracy and retention of those records, for complying with any condition attached to its own licence, and for meeting its obligations under the Equality Act 2010 in relation to assistance dogs and wheelchair users. Taxi Dispatch gives no warranty that use of the Service alone satisfies any particular licensing authority’s conditions, which vary between authorities.

24. About the Supplier

Taxi Dispatch is a United Kingdom software supplier trading since 2014 — over 12 years supplying and supporting cloud dispatch systems for licensed taxi, minicab, private hire and chauffeur operators across England, Scotland, Wales and Northern Ireland. We operate from High Wycombe, Buckinghamshire; our customer data is held in the United Kingdom in the AWS eu-west-2 (London) region; our support is provided from the UK; and this Agreement is governed by the law of England and Wales.

Related documents: our Privacy Policy and our UK GDPR Compliance Statement form part of this Agreement. Current fees are published in full on our pricing page, and what the system does is set out on our features page.