SPESHO KENYA LIMITED is a private limited liability Spesho (K) Ltd established in the Kenya that enable an authorized transportation provider to seek, receive and fulfill requests for transportation services from an authorized user of Spesho applications.

SPESHO TERMS AND CONDITIONS FOR THE DRIVER

• Definitions

1. “Addendum” means an addendum or supplemental information to this Agreement setting forth additional Territory-specific terms, as made available and as updated by SPESHO from time to time.
2. “Spesho (K) Ltd Data” means all data related to the access and use of the SPESHO Services hereunder, including all data related to Users (including User Information), all data related to the provision of Transportation Services via the SPESHO (K) Ltd Services and the Driver App, and the Driver ID.
3. “Spesho (K) Ltd Device” means any device owned or controlled by Spesho (K) Ltd that is provided to you for your use of the Driver App to provide Transportation Services.
4. “Device” means a Spesho (K) Ltd Device or Your Device, as the case may be.
5. “Driver App” means the mobile application provided by Spesho (K) Ltd that enables transportation providers to access the Spesho (K) Ltd Services for the purpose of seeking, receiving and fulfilling on-demand requests for transportation services by Users, as may be updated or modified from time to time.
6. “Driver ID” means the identification and password key assigned by Spesho (K) Ltd to you that enables you to use and access the Driver App.
7. “Payment ” has the meaning set forth in Section 5.
8. “Service Fee” has the meaning set forth in Section 5.3.
9. “Territory” means the city or metro areas in the Kenya in which you are enabled by the Driver App to receive requests for Transportation Services.
10. “Transportation Services” means your provision of passenger transportation services to Users via the Spesho (K) Ltd Services in the Territory using the Vehicle.
11. “Spesho (K) Ltd Services” mean Spesho (K) Ltd’s on demand lead generation and related services licensed by Spesho (K) Ltd to Spesho (K) Ltd that enable transportation providers to seek, receive and fulfill on-demand requests for transportation services by Users seeking transportation services; such Spesho (K) Ltd Services include access to the Driver App and Spesho (K) Ltd’s software, websites, payment services as described in Section 5 below, and related support services systems, as may be updated or modified from time to time.
12. “User” means an end user authorized by Spesho (K) Ltd to use the Spesho (K) Ltd mobile application for the purpose of obtaining Transportation Services offered by Spesho (K) Ltd’s transportation provider customers.
13. “User Information” means information about a User made available to you 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 photos.
14. “Vehicle” means your vehicle that:

• meets the then current Spesho (K) Ltd requirements for a vehicle on the Spesho (K) Ltd Services; and
• Spesho (K) Ltd authorizes for your use for the purpose of providing Transportation Services.

1. “Your Device” means a mobile device owned or controlled by you:
   • that meets the then current Spesho (K) Ltd specifications for mobile devices as set forth at https://www.speshotaxi.com devices and
   • On which the Driver App has been installed as authorized by Spesho (K) Ltd solely for the purpose of providing Transportation Services. Use of the Spesho (K) Ltd Services.

• CONTRACTUAL RELATIONSHIP

These Terms of Use (“Terms”) govern the access or use by you, an individual, from within Kenya of applications, websites, content, products, and services (the “Services”) made available by Spesho Kenya Limited.

YOU ARE ADVISED TO CAREFULLY STUDY THESE TERMS BEFORE ACCESSING OR USING THE SERVICES.

Be advised that your access and use of the Services constitutes your agreement to be bound by these Terms, which establishes a contractual relationship between you and Spesho (K) Limited. If you do not agree to these Terms, you may not access or use the Services.

These Terms expressly supersede prior agreements or arrangements with you. Spesho Kenya Limited may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.

Supplemental terms may apply to certain Services, such as policies for a particular event, activity or promotion, and such supplemental terms will be disclosed to you in connection with the applicable Services. Supplemental terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable Services. Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.

Spesho Kenya Limited may amend the Terms related to the Services from time to time. Amendments will be effective upon Spesho Kenya Limited’s posting of such updated Terms at this location or the amended policies or supplemental terms on the applicable Service. Your continued access or use of the Services after such posting constitutes your consent to be bound by the Terms, as amended.

Our collection and use of personal information in connection with the Services is as provided in Spesho Kenya Limited’s Privacy Policy located at https://www.speshotaxi.co.ke/legal. Spesho Kenya Limited may provide to a claims processor or an insurer any necessary information (including your contact information) if there is a complaint, dispute or conflict, which may include an accident, involving you and a Third Party Provider (including a transportation network Spesho (K) Ltd driver) and such information or data is necessary to resolve the complaint, dispute or conflict.

• DRIVERS

You acknowledge and agree that at all times, you shall:

1. hold and maintain
   • a valid driver’s license with the appropriate level of certification to operate your Vehicle, and
   • all licenses, permits, approvals and authority applicable to you that are necessary to provide passenger transportation services to third parties in the Territory;
2. 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
3. Maintain high standards of professionalism, service and courtesy. You acknowledge and agree that you may be subject to certain background and driving record checks from time to time in order to qualify to provide, and remain eligible to provide, Transportation Services. You acknowledge and agree that Spesho (K) Ltd reserves the right, at any time in Spesho (K) Ltd’s sole discretion, to deactivate or otherwise restrict you from accessing or using the Driver App or the Spesho (K) Ltd Services if you fail to meet the requirements set forth in this Agreement.

• DOCUMENTATION

To ensure your compliance with all requirements above, you must provide Spesho (K) Ltd with copies of National Identification Cards, copies of all such licenses, permits, approvals, authority, registrations and certifications prior to your provision of any Transportation Services. Spesho (K) Ltd shall, upon request, be entitled to review such national Identification cards licenses, permits, approvals, authority, registrations and certifications from time to time, and your failure to provide or maintain any of the foregoing shall constitute a material breach of this Agreement. Spesho (K) Ltd reserves the right to independently verify your documentation from time to time in any way Spesho (K) Ltd deems appropriate in its reasonable discretion.

• DRIVERS ACCOUNT

Spesho (K) Ltd will issue you a Driver ID to enable you to access and use the Driver App on a Device in accordance with this Agreement. Spesho (K) Ltd reserves the right to deactivate your Driver ID if you have not fulfilled a request for Transportation Services using the Driver App at least once a month.

You agree that you will maintain your Driver ID in confidence and not share your Driver ID with any third party. You will immediately notify Spesho (K) Ltd of any actual or suspected breach or improper use or disclosure of your Driver ID or the Driver App.                               

• INDPENDENT CONTRACTOR

Except as otherwise expressly provided herein with respect to Spesho (K) Ltd acting as the limited payment collection agent solely for the purpose of collecting payment from Users on your behalf, the relationship between the parties under this Agreement is solely that of independent contracting parties.

You acknowledge and agree that Spesho (K) Ltd’s provision to you of the Driver App and the Spesho (K) Ltd Services creates a direct business relationship between Spesho (K) Ltd and you. Spesho (K) Ltd does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of Transportation Services, your acts or omissions, or your operation and maintenance of your Vehicle.

You retain the sole right to determine when, where, and for how long you will utilize the Driver App or the Spesho (K) Ltd Services. You retain the option, via the Driver App, to attempt to accept or to decline or ignore a User’s request for Transportation Services via the Spesho (K) Ltd Services, or to cancel an accepted request for Transportation Services via the Driver App, subject to Spesho (K) Ltd’s then current cancellation policies. With the exception of any signage required by local law or permit/license requirements, Spesho (K) Ltd shall have no right to require you to:

• Display Spesho (K) Ltd’s or any of its Affiliates’ names, logos or colors on your Vehicle(s); or
• Wear a uniform or any other clothing displaying Spesho (K) Ltd’s or any of its Affiliates’ names, logos or colors.

You acknowledge and agree that you have complete discretion to provide services or otherwise engage in other business or employment activities. For the sake of clarity, you understand that you retain the complete right to;

• use other software application services in addition to the Spesho (K) Ltd Services; and
• engage in any other occupation or business.

Spesho (K) Ltd retains the right to deactivate or otherwise restrict you from accessing or using the Driver App or the Spesho (K) Ltd Services in the event of a violation or alleged violation of this Agreement, your disparagement of Spesho (K) Ltd or any of its Affiliates, your act or omission that causes harm to Spesho (K) Ltd’s or its Affiliates’ brand, reputation or business as determined by Spesho (K) Ltd in its sole discretion.

• TRANSPORTATION SERVICES

When the Driver App is active, User requests for Transportation Services may appear to you via the Driver App if you are available and in the vicinity of the User. If you accept a User’s request for Transportation Services, the Spesho (K) Ltd Services will provide you with certain User Information via the Driver App, including the User’s first name and pickup location. In order to enhance User satisfaction with the Spesho (K) Ltd mobile application and your Transportation Services, it is recommended that you wait at least ten (10) minutes for a User to show up at the requested pick up location. You 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 SPESHO’s mobile application. You acknowledge and agree that once you have accepted a User’s request for Transportation Services, Spesho (K) Ltd’s mobile application may provide certain information about you to the User, including your first name, contact information, photo and location, and your Vehicle’s make and license plate number. You shall not contact any Users or use any User’s personal data for any reason other than for the purposes of fulfilling Transportation Services. As between Spesho (K) Ltd and you, you acknowledge and agree that:

• You shall be solely responsible for determining the most effective, efficient and safe manner to perform each instance of Transportation Services; and
• except for the Spesho (K) Ltd Services or any Spesho (K) Ltd Devices (if applicable), you shall provide all necessary equipment, tools and other materials, at your own expense, necessary to perform Transportation Services.

 You acknowledge and agree that your provision of Transportation Services to Users creates a direct business relationship between you and the User. Spesho (K) Ltd is not responsible or liable for the actions or inactions of a User in relation to you, your activities or your Vehicle. You shall have the sole responsibility for any obligations or liabilities to Users or third parties that arise from your provision of Transportation Services.

 You acknowledge and agree that you are solely responsible for taking such precautions as may be reasonable and proper (including maintaining adequate insurance that meets the requirements of all applicable laws) regarding any acts or omissions of a User or third party. You acknowledge and agree that Spesho (K) Ltd may release your contact and/or insurance information to a User upon such User’s reasonable request.

You acknowledge and agree that, unless specifically consented to by a User, you may not transport or allow inside your Vehicle individuals other than a User and any individuals authorized by such User, during the performance of Transportation Services for such User. You acknowledge and agree that all Users should be transported directly to their specified destination, as directed by the applicable User, without unauthorized interruption or unauthorized stops.

• LOCATION BASED SERVICES

You acknowledge and agree that your geo location information must be provided to the Spesho (K) Ltd Services via a Device in order to provide Transportation Services.

You acknowledge and agree that:

1. your geo location information may be obtained by the Spesho (K) Ltd Services while the Driver App is running; and
2. the approximate location of your Vehicle will be displayed to the User before and during the provision of Transportation Services to such User. In addition, Spesho (K) Ltd and its Affiliates may monitor, track and share with third parties Driver’s geo location information obtained by the Driver App and Device for safety and security purposes.

• RATING THE SERVICE OFFERED
  • You acknowledge and agree that:
• after receiving Transportation Services, a User will be prompted by Spesho (K) Ltd’s mobile application to provide a rating of you and such Transportation Services and, optionally, to provide comments or feedback about you and such Transportation Services; and

You acknowledge that Spesho (K) Ltd desires that Users have access to high quality services via Spesho (K) Ltd’s mobile application. In order to continue to receive access to the Driver App and the Spesho (K) Ltd Services, you must maintain an average rating by Users that exceeds the minimum average acceptable rating established by Spesho (K) Ltd for your Territory, as may be updated from time to time by Spesho (K) Ltd in its sole discretion (“Minimum Average Rating”).

Your average rating is intended to reflect Users’ satisfaction with your Transportation Services rather than your compliance with any of Spesho (K) Ltd’s policies or recommendations.

In the event your average rating falls below the Minimum Average Rating, Spesho (K) Ltd will notify you and may provide you, in Spesho (K) Ltd’s discretion, a limited period of time to raise your average rating above the Minimum Average Rating. If you do not increase your average rating above the Minimum Average Rating within the time period allowed (if any), Spesho (K) Ltd reserves the right to deactivate your access to the Driver App and the Spesho (K) Ltd Services. Additionally, you acknowledge that your repeated failure to accept User requests for Transportation Services while you are logged in to the

Driver App creates a negative experience for Users of Spesho (K) Ltd’s mobile application. If you do not wish to accept User requests for Transportation Services for a period of time, you agree that you will log off of the Driver App.

Spesho (K) Ltd and its Affiliates reserve the right to use, share and display your and User ratings and comments in any manner in connection with the business of Spesho (K) Ltd and its Affiliates without attribution to you or your approval. You acknowledge and agree that Spesho (K) Ltd and its Affiliates are distributors (without any obligation to verify) and not publishers of your and User ratings and comments, provided that Spesho (K) Ltd and its Affiliates reserve 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 Spesho (K) Ltd’s or its Affiliates’ content policies.

• DEVICES.

The driver is advised to use their own Device in providing Transportation Services:

• you are responsible for the acquisition, cost and maintenance of Your Devices as well as any necessary wireless data plan; and

Spesho (K) Ltd shall make available the Driver App for installation on Your Device.  

If you elect to use any Spesho (K) Ltd Devices, Spesho (K) Ltd will supply you upon request with Spesho (K) Ltd Devices and provide the necessary wireless data plan for such Devices, provided that Spesho (K) Ltd will require reimbursement from you within three months for the cost associated with purchasing the Devise and for the costs associated with the wireless data, Spesho (K) Ltd will make monthly deductions of the same. You agree that the said Device only seizes being the property of Spesho (K) Ltd upon the drivers full reimbursement of the costs associated with purchasing the Device

SPESHO (K) LIMITED SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY FEES, COSTS, OR OVERAGE CHARGES ASSOCIATED WITH ANY DATA PLAN.

• VEHICLE

  Vehicle Requirements

You acknowledge and agree that your Vehicle shall at all times be:

1. Properly registered and licensed to operate as a passenger transportation vehicle in the Kenya;
2. Owned or leased by you, or otherwise in your lawful possession;
3. Suitable for performing the passenger transportation services contemplated by this Agreement; and
4. 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 applicable Territory, and in a clean and sanitary condition.

• PAYMENT TERMS

Fare Calculation and Driver’s Payment.

The driver is entitled to charge a fare for each instance of completed Transportation Services provided to a User that are obtained via the Spesho (K) Ltd Services (“Fare”), where such Fare is calculated based upon a base fare amount plus distance (as determined by Spesho (K) Ltd using location based services enabled through the Device) and/or time amounts, for the applicable Territory (“Fare Calculation”). You acknowledge and agree that the Fare provided under the Fare Calculation is the only payment you will receive in connection with the provision of Transportation Services, and that neither the Fare nor the Fare Calculation includes any gratuity. You are also entitled to charge User for any Tolls, taxes or fees incurred during the provision of Transportation Services, if applicable.

You:

1. appoint Spesho (K) Ltd as your limited payment collection agent solely for the purpose of accepting the Fare, applicable Tolls and, depending on the region and/or if requested by you, applicable taxes and fees from the User on your behalf via the payment processing functionality facilitated by the Spesho (K) Ltd Services; and
2. agree that payment made by User to Spesho (K) Ltd (or to an Affiliate of Spesho (K) Ltd acting as an agent of Spesho (K) Ltd) shall be considered the same as payment made directly by User to you. In addition, the parties acknowledge and agree that as between you and Spesho (K) Ltd, the Fare is a recommended amount, and the primary purpose of the pre-arranged Fare is to act as the default amount.

• Changes to Fare Calculation.

Spesho (K) Ltd reserves the right to change the Fare Calculation at any time in Spesho (K) Ltd’s discretion based upon local market factors, and Spesho (K) Ltd will provide you with notice in the event of changes to the base fare, per mile, and/or per minute amounts that would result in a change in the recommended Fare. Continued use of the Spesho (K) Ltd Services after any such change in the Fare Calculation shall constitute your consent to such change.

• Fare Adjustment.

Spesho (K) Ltd reserves the right to: (i) adjust the Fare for a particular instance of Transportation Services (e.g., you took an inefficient route, you failed to properly end a particular instance of Transportation Services in the Driver App, technical error in the Spesho (K) Ltd Services, etc.); or (ii) cancel the Fare for a particular instance of Transportation Services (e.g., User is charged for Transportation Services that were not provided, in the event of a User complaint, fraud, etc.). Spesho (K) Ltd’s decision to reduce or cancel the Fare in any such manner shall be exercised in a reasonable manner.

• Service Fee.

In consideration of Spesho (K) Ltd’s provision of the Driver App and the Spesho (K) Ltd Services for your use and benefit hereunder, you agree to pay Spesho (K) Ltd a service fee on a per Transportation Services transaction basis calculated at 25 % percentage of  the Fare determined by the Fare Calculation, as provided to you via email or otherwise made available electronically by Spesho (K) Ltd from time to time for the applicable Territory (“Service Fee”). In the event regulations applicable to your Territory require taxes to be calculated on the Fare, Spesho (K) Ltd shall calculate the Service Fee based on the Fare net of such taxes. Spesho (K) Ltd reserves the right to change the Service Fee at any time in Spesho (K) Ltd’s discretion based upon local market factors, and Spesho (K) Ltd will provide you with notice in the event of such change. Continued use of the Spesho (K) Ltd Services after any such change in the Service Fee calculation shall constitute your consent to such change.

• Mode of payment.

Payment may be made by mobile money, credit/Debit card, cash or other preferred payment method designated in your Account.

• Cancellation Charges.

You acknowledge and agree that Users may elect to cancel requests for Transportation Services that have been accepted by you via the Driver App at any time prior to your arrival. In the event that a User cancels an accepted request for Transportation Services, Spesho (K) Ltd may charge the User a cancellation fee on your behalf. If charged, this cancellation fee shall be deemed the Fare for the cancelled Transportation Services for the purpose of remittance to you hereunder (“Cancellation Fee”).

Receipts.

As part of the Spesho (K) Ltd Services, Spesho (K) Ltd provides you, a system for the delivery of Receipts to Users for Transportation Services rendered. Upon your completion of Transportation Services for a User, Company prepares an applicable receipt and issues such receipt to the User via email on your behalf. Such receipts are also provided to you via email or the online portal available to you through the Spesho (K) Ltd Services. Receipts include the breakdown of amounts charged to the User for Transportation Services and may include specific information about you, including your name, contact information and photo, as well as a map of the route you took.

Any corrections to a User’s receipt for Transportation Services must be submitted to Spesho (K) Ltd in writing within three (3) business days after the completion of such Transportation Services. Absent such a notice, Spesho (K) Ltd shall not be liable for any mistakes in or corrections to the receipt or for recalculation or disbursement of the Fare.

• No Additional Amounts.

You acknowledge and agree that, for the mutual benefit of the parties, through advertising and marketing, Spesho (K) Ltd and its Affiliates may seek to attract new Users to Spesho (K) Ltd and to increase existing Users’ use of Spesho (K) Ltd’s mobile application. You acknowledge and agree such advertising or marketing does not entitle you to any additional monetary amounts beyond the amounts expressly set forth in this Agreement.

You acknowledge and agree that you are required to:

1. Complete all tax registration obligations and calculate and remit all tax liabilities related to your provision of Transportation Services as required by applicable law; and
2. Provide Spesho (K) Ltd with all relevant tax information. You further acknowledge and agree that you are responsible for taxes on your own income arising from the performance of Transportation Services. Notwithstanding anything to the contrary in this Agreement, Spesho (K) Ltd may in its reasonable discretion based on applicable tax and regulatory considerations, collect and remit taxes resulting from your provision of Transportation Services and/or provide any of the relevant tax information you have provided pursuant to the foregoing requirements in this Section directly to the applicable governmental tax authorities on your behalf or otherwise.

• PROPRIETARY RIGHTS; LICENSE

6.1 License Grant.

Subject to the terms and conditions of this Agreement, Spesho (K) Ltd hereby grants you a non-exclusive, non-transferable, non-sub licensable, non-assignable license, during the term of this Agreement, to use the Spesho (K) Ltd Services (including the Driver App on a Device) solely for the purpose of providing Transportation Services to Users and tracking resulting Fares and

Fees. All rights not expressly granted to you are reserved by Spesho (K) Ltd, its Affiliates and their respective licensors.

• CONFIDENTIALITY

Each party acknowledges and agrees that in the performance of this Agreement it may have access to or may be exposed to, directly or indirectly, confidential information of the other party (“Confidential Information”). Confidential Information includes Spesho (K) Ltd 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.

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 Agreement; (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 Agreement, 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 Agreement or at the request of the other party (subject to applicable law and, with respect to Spesho (K) Ltd, its internal record-keeping requirements).

Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it:

1. Is or becomes part of the public domain through no act or omission on the part of the receiving party;
2. Was possessed by the receiving party prior to the date of this Agreement without an obligation of confidentiality;
3. 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.

• REPRESENTATIONS AND WARRANTIES; DISCLAIMERS

By You.

You hereby represent and warrant that: (a) you have full power and authority to enter into this Agreement and perform your obligations hereunder; (b) you have not entered into, and during the term will not enter into, any agreement that would prevent you from complying with this Agreement; and (c) you will comply with all applicable laws in your performance of this Agreement, including holding and complying with all permits, licenses, registrations and other governmental authorizations necessary to provide

• Transportation Services using the Vehicles pursuant to this Agreement, and
• Passenger transportation services to third parties in the Territory generally.

• DISCLAIMER OF WARRANTIES.

SPESHO (K) LTD ANDITS AFFILIATESPROVIDE, AND YOU ACCEPT,THE SPESHO (K) LTDSERVICES,DRIVER APP AND THE SPESHO (K) LTD DEVICES ON AN “AS IS” AND “AS AVAILABLE”BASIS.SPESHO (K) LTD AND ITS AFFILIATES DO NOT REPRESENT,WARRANT OR GUARANTEE THAT YOUR ACCESS TO OR USE OF THE SPESHO (K) LTD SERVICES, DRIVER APP OR THE SPESHO (K) LTD DEVICES: (A)WILL BE UNINTERRUPTED OR ERROR FREE; OR (B) WILL RESULT IN ANY REQUESTS FOR TRANSPORTATION SERVICES.SPESHO (K) LTD AND ITS AFFILIATES FUNCTION AS AN ON –DEMAND LEAD GENERATION AND RELATED SERVICE ONLY AND MAKE NO REPRESENTATIONS,WARRANTIES OR  GUARANTEES AS TO THE ACTIONS OR IN ACTIONS OF THE USERS WHO MAY REQUEST OR RECEIVE TRANSPORTATION SERVICES FROM YOU,AND SPESHO (K) LTD AND ITS AFFILIATES DO NOT SCREEN OR OTHERWISE EVALUATE USERS.BY USING THE SPESHO (K) LTD SERVICES AND DRIVER APP,YOU ACKNOWLEDGE AND AGREE THAT YOU MAY BE INTRODUCED TO A THIRD PARTY THAT MAY POSEHARM OR RISK TO YOU OR OTHER THIRD PARTIES.YOU ARE ADVISED TO TAKE REASONABLE PRECAUTIONS WITH RESPECT TO INTERACTIONS WITH THIRD PARTIES ENCOUNTERED IN CONNECTION WITH THE USE OF THE SPESHO (K) LTD SERVICES OR DRIVERAPP.NOTWITHSTANDING SPESHO (K) LTD’S APPOINTMENT AS THE LIMITED PAYMENTCOLLECTION AGENT OF YOU FOR THE PURPOSEOF ACCEPTING PAYMENT FROM USERS ON YOUR BEHALF AS SETFORTH IN   ABOVE,SPESHO (K) LTD AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL LIABILITY FOR ANY ACT OR OMISSION OF YOU, ANY USER OR OTHER THIRD PARTY.

• Limits of Liability.

SPESHO (K) LTD AND ITS AFFILIATES SHALL NOT BE LIABLE UNDER OR RELATED TO THIS AGREEMENT 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:

• ANY INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR OTHER INDIRECT DAMAGES OF ANY TYPE OR KIND; OR
• (YOUR 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 SPESHO (K) LTD’S OBLIGATIONS TO PAY AMOUNTS DUE TO YOU PURSUANT TO SECTION 0 ABOVE, BUT SUBJECT TO ANY LIMITATIONS OR OTHER PROVISIONS CONTAINED IN THIS AGREEMENT WHICH ARE APPLICABLE THERETO, IN NO EVENT SHALL THE LIABILITY OF SPESHO (K) LTD OR ITS AFFILIATES UNDER THIS AGREEMENT EXCEED THE AMOUNT OF SERVICE FEES ACTUALLY PAID TO OR DUE TO SPESHO (K) LTD HEREUNDER IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

• TERM AND TERMINATION
  •  

This Agreement shall commence on the date accepted by you and shall continue until terminated as set forth herein.

Termination.

Either party may terminate this Agreement:

1. Without cause at any time upon seven (7) days prior written notice to the other party;
2. Immediately, without notice, for the other party’s material breach of this Agreement; or
3. 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, Spesho (K) Ltd may terminate this Agreement or deactivate your Driver ID immediately, without notice, with respect to you in the event you no longer qualify, under applicable law or the standards and policies of Spesho (K) Ltd and its Affiliates, to provide Transportation Services or to operate the Vehicle, or as otherwise set forth in this Agreement.

• Effect of Termination.

Upon termination of the Agreement, you shall:

1. Promptly return to Spesho (K) Ltd all Spesho (K) Ltd Devices; and
2. Immediately delete and fully remove the Driver App from any of Your Devices. Outstanding payment obligations and Sections 3, 5, 6, 8 shall survive the termination of this Agreement.

• MISCELLANEOUS TERMS
  •  

In the event Spesho (K) Ltd modifies the terms and conditions of this Agreement at any time, such modifications shall be binding on you only upon your acceptance of the modified Agreement. Spesho (K) Ltd reserves the right to modify any information referenced at hyperlinks from this Agreement from time to time. You hereby acknowledge and agree that, by using the Spesho (K) Ltd Services, or downloading, installing or using the Driver App, you are bound by any future amendments and additions to information referenced at hyperlinks herein, or documents incorporated herein, including with respect to Fare Calculations. Continued use of the Spesho (K) Ltd Services or Driver App after any such changes shall constitute your consent to such changes. Unless changes are made to the arbitration provisions herein, you acknowledge and agree that modification of this Agreement does not create a renewed opportunity to opt out of arbitration.

 If any provision of this Agreement is or becomes invalid or non-binding, the parties shall remain bound by all other provisions hereof. In that event, the parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement.

Neither party shall assign or transfer this Agreement or any of its rights or

obligations hereunder, in whole or in part, without the prior written consent of the other party; provided that Spesho (K) Ltd may assign or transfer this Agreement or any or all of its rights or obligations under this Agreement from time to time without consent:

1. To an Affiliate; or
2. To an acquirer of all or substantially all of Spesho (K) Ltd’s business, equity or assets.

• Entire Agreement.

This Agreement, including 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 Agreement, the words “including” and “include” mean “including, but not limited to.” The recitals form a part of this Agreement.

You agree to indemnify and hold Spesho Kenya Limited and its officers, directors, employees and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees) arising out of or in connection with: (i) your use of the Services or services or goods obtained through your use of the Services; (ii) your breach or violation of any of these Terms; (iii) Spesho Kenya Limited’s use of your User Content; or (iv) your violation of the rights of any third party, including Third Party Providers.

• CLAIMS OF COPYRIGHT INFRINGEMENT.

Claims of copyright infringement should be sent to Spesho Kenya Limited’s designated agent. Please visit Spesho Kenya Limited’s web page at https://www.speshotaxi.co.ke/legal for the designated address and additional information.

Spesho Kenya Limited may give notice by means of a general notice on the Services, electronic mail to your email address in your Account, or by written communication sent to your address as set forth in your Account. You may give notice to Spesho Kenya Limited by written communication to Spesho Kenya Limited’s address at P.O. Box 51236, Nairobi 00200, New Rehema House, Rhapta road, Westlands, Nairobi, Kenya.

• GOVERNING LAW AND ARBITRATION

Any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Spesho (K) Ltd Services that are not subject to the arbitration clause contained below shall be subject to the exclusive jurisdiction of the Kenyan law and Courts of Law. The failure of Spesho (K) Ltd to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Spesho (K) Ltd in writing.

• Arbitration Provision

Important Note Regarding this Arbitration Provision:

1. Except as provided below, arbitration does not limit or affect the legal claims you may bring against the Spesho (K) Ltd. Agreeing to arbitration only affects where any such claims may be brought and how they will be resolved.
2. Arbitration is a process of private dispute resolution that does not involve the civil courts, a civil judge, or a jury. Instead, the parties’ dispute is decided by a private arbitrator selected by the parties using the process set forth herein. Other arbitration rules and procedures are also set forth herein.
3. Unless the law requires otherwise, as determined by the Arbitrator based upon the circumstances presented, you will be required to split the cost of any arbitration with the Spesho (K) Ltd.

Arbitration, with the exception of proceedings that must be exhausted under applicable law before pursuing a claim in a court of law or in any forum other than arbitration.

You may not assign or transfer these Terms in whole or in part without Spesho Kenya Limited’s prior written approval. You give your approval to Spesho Kenya Limited for it to assign or transfer these Terms in whole or in part, including to: (i) a subsidiary or affiliate; (ii) an acquirer of Spesho Kenya Limited’s equity, business or assets; or (iii) a successor by merger. No joint venture, partnership, employment or agency relationship exists between you, Spesho Kenya Limited or any Third Party Provider as a result of the contract between you and Spesho Kenya Limited or use of the Services.

If any provision of these Terms is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of these Terms but the legality, validity and enforceability of the other provisions in these Terms shall not be affected. In that event, the parties shall replace the illegal, invalid or unenforceable provision or part thereof with a provision or part thereof that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable provision or part thereof, given the contents and purpose of these Terms. These Terms constitute 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 these Terms, the words “including” and “include” mean “including, but not limited to.”