TERMS & CONDITIONS

These terms and conditions (“Terms and Conditions”) form an integral part of the Agreement between the FRANCHISEE and the FRANCHISOR.
The FRANCHISEE and the FRANCHISOR hereby unconditionally and irrevocably agree that the FRANCHISEE shall provide and operate Zenplus Cab Services through the Vehicles provided by the FRANCHISOR to the FRANCHISEE strictly in accordance with the Agreement (including the Terms and Conditions).
Collections and Payments

The FRANCHISEE agrees that payment for the Transportation Services may be made either by App Payments or by Non-App Payments, and the FRANCHISEE irrevocably undertakes to ensure that the FRANCHISEE will not accept payment from Users for the Transportation Services by any other means, unless expressly permitted by the FRANCHISOR in writing.
The FRANCHISEE hereby agrees that the preferred mode of payment for the Transportation Services is by App Payment through the Transportation Services App. The FRANCHISEE hereby agrees that:
Non-App Payment shall only be adopted where a User cannot or has opted not to pay via the Transportation Services App and the FRANSHISEE shall not pursue or insist Users to make payment through Non-App Payment;
If the User has opted to pay for the Transportation Services by a Non-App Payment, the FRANCHISEE shall diligently collect the Non-App Payment from the User, on behalf of the FRANCHISOR and hold all such amounts in trust for the FRANCHISOR until such amounts are paid to the FRANCHISOR or applied in the manner set out in paragraph 5below.
The FRANCHISOR has not, at the time of signing the Agreement, implemented payment by way of POS. The POS payment method may be adopted by the FRANCHISOR in future and at that stage, the POS payment method may be made available to the FRANCHISEE subject to such additional conditions as the FRANCHISOR may at its sole discretion prescribe in writing.
The FRANCHISEE agrees and acknowledges that the FRANCHISOR is provider of the Transportation Services to the User and as such, the FRANCHISOR is entitled to receive all the Gross Revenue solely for itself and on its own account.
Subject to Clause 9 of the Agreement, the FRANCHISEE shall remit to the FRANCHISOR (into a bank account designated by the FRANCHISOR for this purpose) all Non-App Payments received by the FRANCHISEE from Users for the Transportation Services, by 18:00 hrs (6:00pm) of such day of every week as may be determined by the FRANCHISOR, immediately after the week in which suchNon-App Payments were received and until such Non-App Payments are received by the FRANCHISOR in accordance with this paragraph 3, all such amounts will be deemed to be held in trust by the FRANCHISEE for thesole and exclusive benefit of the FRANCHISOR. The FRANCHISEE acknowledges that the FRANCHISOR reserves the right to change the remittance platform, channel ormethod from time to time, which will be communicated withthe FRANCHISEE.
For the avoidance of doubt, the FRANCHISEE shall make any and all payments that may be required to be made (whether statutory or otherwise) to the Drivers, from time to time.

Inspection on Return of Vehicle

Upon the return of the Vehicle/s (either voluntary by the FRANCHISEE or through a repossession process pursuant to Clause 5 (Vehicles) of the Agreement), the FRANCHISOR shall conduct an inspection of the Vehicle/s and where the FRANCHISOR is required to effect any substantial repairs to the Vehicle/s or any part thereof or replace any Vehicle Accessories for reasons attributable to any failure by the FRANCHISEE to adhere to the terms of the Agreement, the FRANCHISEE shall indemnify and make good the FRANCHISOR for all the costs of such repairs and/or replacement. The FRANCHISOR shall have the right to (but not be obliged to) deduct such costs which are required to be indemnified by the FRANCHISEE in accordance with this paragraph 4 from the Revenue Share and/or the Security Deposit. Until such amounts are recovered by the FRANCHISOR in full to its satisfaction, these costs shall constitute a debt owed by the FRANCHISEE to the FRANCHISOR.

Insurance

The FRANCHSIOR may obtain the insurances from the Insurer (the “Insurance Policies”) to insure the Vehicle of such value and against such risks, as the FRANCHISOR may deem fit.
The Insurance Policies shall name the FRANCHISOR as the insured, who shall be named as the first loss payee in relation to any claim relating to the Vehicle/s.
The FRANCHISEE shall give immediate written notice to the FRANCHISOR in theevent of any loss, accident or damage whatsoever to the Vehicle/s arising out of or in connection with provision of the Zenplus Cab Services or otherwise.
In the event that the FRANCHISOR is required to submit a claim under the respective Insurance Policy for any loss, accident or damage to the Vehicle/s arising out of or in connection with the FRANCHISEE’s failure to comply with the terms of the Agreement, the FRANCHISEE shall be liable for the payment of any costs incurred by the FRANCHISOR in this regard.
The FRANCHISEE shall comply with and adhere to the Insurance Terms and Conditions provided by the FRANCHISOR to the FRANCHISEE from time to time and shall co-operate with the FRANCHISOR in the filing of any claims with the Insurer in respect of the Vehicle/s under the Insurance Policies (including without limitation by filing a first information report with the police agencies, making such representations and providing such evidence as may be required).

Franchisee’s Undertakings and Obligations

During the Term, the FRANCHISEE shall:
comply with all Applicable Laws, including in performance of the Agreement, holding and complying with all permits, licenses, registrations and other governmental authorizations necessary to provide and operate the Zenplus Cab Services pursuant to the Agreement (including the Terms and Conditions, the Key Performance Indicators and the Code of Conduct);
hold all valid licenses, permits and consents required under Applicable Laws, including under the Motor Vehicles Act, 1988;
ensure that the Vehicle/s is used and operated in accordance with Applicable Laws, all operating instructions provided by the FRANCHISOR from time to time, and all relevant road traffic laws;
abide by the manufacturer’s specifications with respect to the use of the Vehicle/s and shall not change or alter any aspect of the Vehicle/s without the FRANCHISOR’s prior written consent to do so;
Immediately notify the FRANCHISOR if the Vehicle/s is involved in any accident or sustains any damage and shall ensure that the Vehicle/s is repaired in accordance with the FRANCHISOR’s Insurance Terms and Conditions and / or the FRANCHISOR’s reasonable instruction;
Not remove or tamper with the Equipment, tracking system, immobilizer, camera and other Vehicle Accessories, Applicable Devises and/or Equipment or render the same inoperable;
abide by the manufacturer’s specifications with respect to the Equipment, Applicable Devises and Vehicle Accessories and shall not change or alter any aspect of the Equipment without the FRANCHISOR’s prior written consent to do so;
ensure that the Vehicle Accessories are in perfect working condition (save for reasonable wear and tear) and if broken, will be promptly replaced or fixed in accordance with the Agreement;
provide all such assistance as may be required by the FRANCHISOR, for the FRANCHISOR to provide to its insurance company or insurance broker information of the Equipment. The FRANCHISEE acknowledges that this information may contain certain relevant Personal Information necessary to indicate that the Equipment was successfully installed into the Vehicle/s and consents to the disclosure of such Personal Information to insurance company or insurance broker of the FRANCHISOR for the purpose of obtaining and maintaining Insurance Policies, any amendments, modifications or renewals thereof or for making any claims there under;
Indemnify and hold the FRANCHISOR harmless against any costs, losses, expenses, demands, claims or liabilities claimed by any third party, as a result of or in connection with any act or omission of the FRANCHISEE which is in contravention of the Agreement or the instructions issued by the FRANCHISOR and any loss, harm, claim or damage suffered by the FRANCHISOR arising from the FRANCHISEE and/or Driver failing to make the Vehicle or any Equipment available for any maintenance on the agreed day and time or from the FRANCHISEE and/or Driver failing to comply with the terms of paragraph7(Vehicle Maintenance) of these Terms and Conditions;
As and when required by the FRANCHISOR or upon termination of the Agreement, return the Equipment to the FRANCHISOR in the same condition in which it was received by the FRANCHISEE (with fair wear and tear allowed), failing which the FRANCHISEE shall be liable to pay on demand by the FRANCHISOR an amount equal to the total cost that will have to be incurred by the FRANCHISOR to replace the Equipment and;
as and when required by the FRANCHISOR or upon termination of the Agreement, return the Vehicle to the FRANCHISOR in the same condition in which it was received by the FRANCHISEE (with fair wear and tear allowed);
Ensure that at all times the Vehicle remains identifiable as being the FRANCHISOR’s property and wherever possible shall ensure that a visible sign to that effect is attached to the Vehicle;
Take such steps (including compliance with all Manuals, safety and usage instructions provided by the FRANCHISOR) as may be necessary to safeguard the Vehicle against any loss, harm or damage, and ensure that the Vehicle is at all times safe and in good condition;
Ensure that the Vehicle is serviced as prescribed in paragraph 7 (Vehicle Maintenance) of these Terms and Conditions;
Maintain the Vehicle in good and substantial repair in order to keep it in as good and operating condition as it was on the Commencement Date (save and except for fair wear and tear), and shall make good any damage to the Vehicle, which is not covered by the Insurance Policies and is caused by any act or omission of the FRANCHISEE / Driver, provided that all such maintenance and repairs shall be undertaken by the FRANCHISEE /Driver in accordance with the provisions of the Insurance Policies, the Vehicle’s service plan and the Agreement (including paragraph 7 (Vehicle Maintenance) of these Terms and Conditions) and to the extent that such maintenance or repairs are required on account of any act or omission of the FRANCHISEE / Driver in contravention of the Agreement, all such maintenance and repairs will be at the cost of the FRANCHISEE;
Ensure that there are no tears or damages on seat covers, floor mats upholstery, door trims, dashboard, roof linings, etc. and no major dents and scratches on the exterior body of the vehicle (save for fair wear and tear);
Maintain operating and maintenance records of the Vehicle and make copies of such records readily available to the FRANCHISOR, together with such additional information as the FRANCHISOR may require;
Not, without the prior written consent of the FRANCHISOR, part with control of (including for the purposes of repair or maintenance save where such repair or maintenance is being undertaken by the Maintenance Provider or at an Approved Workshop in accordance with paragraph7 (Vehicle Maintenance) of these Terms and Conditions), permit any other person to drive/operate the Vehicle, sell, swap or offer for sale, swap, underlet, or lend the same;
On the instructions of the FRANCHISOR, promptly deliver the Vehicle at such address as the FRANCHISOR requires, or if required by the FRANCHISOR, allow the FRANCHISOR or its representatives access to the premises where the Vehicle is located for the purpose of taking back the possession of the Vehicle.
On or immediately after the Commencement Date, the FRANCHISEE shall transfer the FRANCHISEE existing account on the Transportation Services App to the Zenplus-Uber Platform.
The FRANCHISEE acknowledges that the FRANCHISOR and Uber retain the right to, at any time in the FRANCHISOR’s or Uber’s sole discretion, deactivate or otherwise restrict the FRANCHISE and/or the Driver from accessing or using the Transportation Services App and/or the Uber Services and/or the Zenplus-Uber Platform for any reason including, without limitation, disparagement of the FRANCHISOR, Uber or any of their respective Affiliates, or an act or omission that causes harm to the FRANCHISOR, Uber’s or their respective Affiliates’ brand, reputation or business (the “Prohibited Acts”) as determined by the FRANCHISOR or Uber in its sole discretion. Accordingly, the FRANCHISEE undertakes to ensure that he/she does not engage in the Prohibited Acts. Upon such deactivation or restriction, the FRANCHISOR shall be entitled to immediately terminate the Agreement and the termination provisions of the Agreement shall apply.
The FRANCHISEE acknowledges that the FRANCHISOR, Uber and their respective Affiliates reserve the right to use, share and display Driver and User ratings and comments in any manner in connection with the business of the FRANCHISOR, Uber and their respective Affiliates without attribution to, the consent of or the approval of the FRANCHISEE. In this regard, the FRANCHISEE further acknowledges that the FRANCHISOR, Uber and their respective Affiliates are distributors (without any obligation to verify) and not publishers of Driver and User ratings and comments, provided that the FRANCHISOR, Uber and their respective 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 the FRANCHISOR’s, Uber’s or their respective Affiliates’ content policies.
The FRANCHISEE shall whenever instructed by the FRANCHISOR, cease to use the Zenplus System and provide Zenplus Cab Services and using the Mobile Device, and immediately upon receipt of such instructions from the FRANCHISOR, the FRANCHISEE shall delete and fully remove the Transportation Services App from the Mobile Device and stop the use of the Zenplus System and provision and operation of the Zenplus Cab Services.
The FRANCHISEE acknowledges and agrees that the use of the Transportation Services App on the Mobile Device requires an active data plan with a wireless carrier associated with the Mobile Device, and agrees that the FRANCHISEE will be responsible for procuring the Mobile Device and ensuring that there is sufficient data on the Mobile Device. All costs associated with the acquisition of the Mobile Device and maintenance of the data plan will be to the FRANCHISEE’s account and the FRANCHISOR shall not be responsible or liable for any fees, costs, or coverage charges associated with any data plan and/or the Mobile Device.
The FRANCHISEE acknowledges and agrees that the geo-location information of the FRANCHISEE and/or the Driver shall be provided to the Uber Services via a Mobile Device in order to provide Transportation Services, and further agrees as follows:
The FRANCHISEE and/or the Driver’s geo-location information will be monitored and tracked by the Uber Services when they are logged into the Transportation Services App and providing Zenplus Cab Services;
The approximate location of the FRANCHISEE and/or its Driver and the Vehicle will be displayed to the User before and during the provision of Transportation Services to such User; and
That the FRANCHISOR and Uber may monitor, track and share the geo-location information of the FRANCHISEE and/or the Drivers obtained by the Transportation Services App and Mobile Device for safety, security, technical, marketing and commercial purposes, including to provide and to improve the FRANCHISOR’s and Uber’s products and services.
The FRANCHISEE also acknowledges and agrees that the geo-location information of the Vehicle will be monitored and tracked by the FRANCHISOR during the Term.
The FRANCHISEE agrees that the FRANCHISEE’s managers, representative, agents and employees and/or Drivers may be subject to certain background and driving record checks from time to time in order for him/her to qualify to provide, and remain eligible to provide Zenplus Cab Services and/or continue to operate the Vehicle. The FRANCHISEE undertakes and agrees to provide to the FRANCHISOR, Uber and/or any their respective nominees and Affiliates such confirmations and consents as may be required to undertake such background, driving record and verifications checks.
The FRANCHISEE agrees that Uber and the FRANCHISOR reserve the right to independently verify, from time to time and in any way the FRANCHISOR or Uber deems appropriate in their reasonable discretion, the licences of the FRANCHISEE and/or the Driver or other authorisations necessary to provide and operate the Zenplus Cab Services and/or operate the Vehicle.
In the provision of the Zenplus Cab Services, the FRANCHISEE shall undertake at least such number of trips as may be specified by the FRANCHISOR from time to time by notice in writing (“Minimum Trips”) on a weekly basis. Where the FRANCHISEE and/or the Driver fails to meet the requirements under this paragraph, the FRANCHISOR shall be entitled to forthwith terminate the Agreement in accordance with Clause 19 of the Agreement and to exercise such other rights available to it under the Agreement and/or under Applicable Laws.
The FRANCHISEE acknowledges and agrees that the FRANCHISOR may from time to time arrange for advertisements in the Vehicle and the FRANCHISEE agrees and undertakes to make the Vehicle available to the FRANCHISOR, at such location and at such time as the FRANCHISOR directs from time to time and to provide all such assistance as the FRANCHISOR requires to install and/or maintain such advertisements. For the avoidance of doubt, the FRANCHISEE shall not be permitted to undertake any marketing, promotion or advertising activity in any form and manner of any trademark, brand or person whatsoever (including any brand collateral or mark) on or in the Vehicle, other than in the manner expressly permitted or directed by the FRANCHISOR.

Vehicle Maintenance

Service, repairs and maintenance of the Vehicle shall be carried out as follows:
Preventive Maintenance of the Vehicle shall be carried out by the Maintenance Provider selected by the FRANCHISOR, and the FRANCHISEE shall make the Vehicle available for inspection and Preventive Maintenance by the Maintenance Provider and/or such other authorised representatives of the FRANCHISOR, at such intervals as may be prescribed by the FRANCHISOR and in any event, once every 4 (four) weeks during the Term and immediately when directed by the FRANCHISOR;
In particular, where the FRANCHISEE has been in possession of the Vehicle for a continuous period of 3 (three) weeks, the FRANCHISEE shall make the Vehicle available for inspection and Preventive Maintenance forthwith within the fourth week;
General Maintenance of the Vehicle (that is required for any wear and tear of the Vehicle arising from any act or omission of the FRANCHISEE and/or Drivers) or that is otherwise required for maintaining the Vehicle in good running condition) shall be carried out by the FRANCHISEE from time to time to ensure that the Vehicle is in good running condition. Such General Maintenance can be carried out at (i) the workshop of the Maintenance Provider at rates agreed between the FRANCHISOR and the workshop owner; or (ii) any other Approved Workshop selected by the FRANCHISEE, but in each case shall be carried out at the cost of the FRANCHISEE; and
Any minor repair and maintenance of the Vehicle, the aggregate cost of which is less than INR 1,000 per week and which repair and maintenance is not within the purview of General Maintenance or Preventive Maintenance, shall be undertaken by the FRANCHISEE, at its cost and expense. For the avoidance of doubt, the final decision on whether any such repair or maintenance was a minor repair or maintenance and was not otherwise falling under the purview of General Maintenance or Preventive Maintenance would be of the FRANCHISOR.
For the avoidance of doubt, the FRANCHISEE shall not maintain or repair (or attempt to so maintain or repair) the Vehicle by itself, and shall not (a) conduct or carry out (or permit to be conducted or carried out) any Preventive Maintenance of the Vehicle other than as prescribed in paragraph 1above; and (b) conduct or carry out (permit to be conducted or carried out) any General Maintenance or other maintenance or repair services with respect to the Vehicle from any person or entity other than the Maintenance Provider or Approved Workshop.
Where the FRANCHISEE fails to submit the Vehicle for its Preventive Maintenance (including any scheduled inspection, service and/or maintenance) within the timelines specified in these Terms and Conditions and in accordance with the Agreement and the Terms and Conditions or fails to have General Maintenance of the Vehicle conducted in accordance with the terms of the Agreement and the Terms and Conditions, the FRANCHISOR shall be entitled to forthwith terminate the Agreement and to exercise such other rights available to it under the Agreement and/or under Applicable Laws.
The title and property in all parts, components, devices (including the Applicable Devices and Equipment) and other accessories that are replaced, renewed or added in or to the Vehicle during the Term shall vest in the FRANCHISOR.

Collateral Damage, Theft or Total Loss

The FRANCHISEE shall immediately, but in any event, within a period no later than 24 (twenty-four) hours:
Notify the FRANCHISOR by telephone of any accident in which the Vehicle has been involved or any damage to or theft of the Vehicle or any part thereof (including the Vehicle Accessories);
Provide such assistance as may be required by the FRANCHISOR to report such accident or theft to the police authority and provide the police and/or any other enforcement or governmental authority case reference number or such other details in relation to the police report to the FRANCHISOR; and
Provide such assistance as may be required by the FRANCHISOR to obtain the name and address of all parties involved in the accident and any witnesses to the accident and if another vehicle is involved, to obtain the full name and particulars of the other driver, the insurers of the other vehicle, and owner of the other vehicle if he or she is not the driver of such vehicle.
The FRANCHISEE shall not acknowledge responsibility or liability for the accident or release any party from any potential liability, nor settle any claim or potential claim against or by any party, nor accept any disclaimed liability, except with the written consent of the FRANCHISOR. The FRANCHISEE acknowledges and agrees that the FRANCHISOR will have the sole and exclusive right to make all determinations and take all actions in relation to litigations, disputes or proceedings relating to the Vehicle or the Transportation Services (including any claims by any party against the Vehicle) and the FRANCHISEE agrees and undertakes to take otherwise cause to be undertaken, all such actions as the FRANCHISOR may require and co-operate with the FRANCHISOR in good faith in any such proceedings.
Where the Vehicle is unable to be driven after an accident, the FRANCHISEE shall permit only a tow truck authorised by the FRANCHISOR or the Insurer to remove the Vehicle, save in the circumstances where the Vehicle has to be immediately towed by a truck on the direction of a governmental agency and in such cases, the FRANCHISEE shall immediately notify the FRANCHISOR.

Fines and Penalties

The FRANCHISEE shall be responsible for all fines and penalties imposed for road traffic offences and shall ensure that no more than 2 (two) traffic fines or penalties during a 3 (three) month cycle are received. Where 3 (three) or more traffic fines or penalties during a 3 (three) month cycle are received, this shall be deemed to be a material breach of the Agreement and shall entitle the FRANCHISOR to forthwith terminate the Agreement in accordance with Clause19of the Agreement and to exercise such other rights available to it under the Agreement and/or under Applicable Laws. Without prejudice to the foregoing, the FRANCHISEE shall be liable to reimburse the FRANCHISOR for any and all fines and penalties imposed on the Vehicle for road traffic offences, within 3 (three) days of demand by the FRANCHISOR.

Data Usage and Protection

In a bid to provide adequate security and safety for the FRANCHISEE and Drivers, Users and the Vehicle, all Vehicles are fitted with live streaming and recording video cameras/devices which may capture and / or transmit Personal Information and/or Sensitive Personal Data or Information including the Driver’s image, race, gender, location and personal opinions. The video/audio file(s) transmitted by the video cameras/devices may be:
Stored on the Equipment whereafter the video/audio file(s) will be deleted unless an “incident” occurs, in which case the video/audio file(s) will be stored on a password protected computer or cloud software and treated with strict confidentiality. An “incident” includes the Driver breaking suddenly or hard, the Driver talking on a mobile telephone without a hands free device, the Driver driving without a seatbelt and / or the driver exceeding the speed limit;
Visible by designated employees or contractors of the FRANCHISOR on alive- streaming basis.
Subject to Applicable Laws, the FRANCHISEE (for itself, the sole proprietor and the Driver):
Consents to the recording and live streaming of activities undertaken in the Vehicle by the FRANCHISOR or its contactor using the Equipment;
Acknowledges and agrees that their Personal Information and/or Sensitive Personal Data or Information may be Processed in accordance with the Agreement by the FRANCHISOR, its Affiliates and any third parties engaged by the FRANCHISOR;
Acknowledges and agrees that their Personal Information and/or Sensitive Personal Data or Information may be stored on a password protected computer or cloud software and treated with strict confidentiality;
Acknowledges and agrees that the FRANCHISOR may Process the FRANCHISEE’s and/or the Driver’s Personal Information and/or Sensitive Personal Data or Information for investigative purposes whenever there is a reported incident touching on security or safety of the FRANCHISEE and/or the Driver, User or the Vehicle and disclose the Personal Information and/or Sensitive Personal Data or Information with duly authorised representatives of the FRANCHISOR and relevant security agencies or authorities for investigation in cases of reported incidents;
Acknowledges that and agrees to the Personal Information and/or Sensitive Personal Data or Information being transferred and Processed outside India in accordance with Applicable Data Protection Laws;
Acknowledge and agrees that the Personal Information and/or Sensitive Personal Data or Information will only be destroyed one year after the end of Term unless required for purposes for which it may lawfully be used or is therefore required under Applicable Laws;
Permits the FRANCHISOR to process the video, sound and other recordings (which may include the Personal Information and/or Sensitive Personal Data or Information) captured by the Equipment for the purpose of implementing and/or giving effect to the provisions of the Agreement;
Consents to the Processing of the FRANCHISEE’s, the Driver’s and their respective next of kin’s personal data and information (including their respective bank account details and addresses) made available to the FRANCHISOR as part of the process of executing the transactions contemplated hereunder or under the Agreement for the purpose of giving effect to the Agreement and for such other purposes as the FRANCHISOR may require in accordance with Applicable Law; and
Warrants that its and the Driver’s, respectively, next of kin has expressly consented to the Processing of their Personal Information and/or Sensitive Personal Data or Information as contemplated in paragraph 2.8 above and the FRANCHISEE has been duly authorized to provide express consent on behalf of its and the Driver’s, respectively, next of kin to the FRANCHISOR for the collection and processing of their data in accordance with the terms of the Agreement. The FRANCHISEEhereby consents on behalf of its and the Driver’s, respectively, next of kin for the collection and processing of their data in accordance with the terms of the Agreement.
The FRANCHISOR will implement appropriate security measures to safeguard and prevent unauthorized access, disclosure or removal of the Personal Information and/or Sensitive Personal Data or Information and information provided by the FRANCHISEE and/or Driver in accordance with Applicable Data Protection Laws.
Subject to all Applicable Laws, the FRANCHISEE consents to the FRANCHISOR Processing and providing to a third party any information (including Personal Information and/or Sensitive Personal Data or Information) about the FRANCHISEE provided hereunder or under the Agreement if:
There is a complaint, dispute or conflict, including an accident, between the Driver and a User;
It is necessary to enforce the terms of the Agreement;
It is required, in the FRANCHISOR’s sole discretion, by Applicable Law;
It is necessary, in the FRANCHISOR’s, sole discretion, to (1) protect the safety, rights, property or security of the FRANCHISOR, or any third party, (2) detect, prevent or otherwise address fraud, security or technical issues, and/or (3) prevent or stop activity which the FRANCHISOR in their sole discretion, consider to be, or to pose a risk of being, illegal, unethical or legally actionable; or
It is required or necessary, in the FRANCHISOR’s, sole discretion, for insurance or other purposes related to the FRANCHISOR ability to qualify, or remain qualified, to use the Uber Services.
The FRANCHISEE understands and consents to the FRANCHISOR retaining the FRANCHISEE and the Driver’s Personal Information and/or Sensitive Personal Data or Information for legal, regulatory, safety, and other necessary purposes after the Agreement is terminated, in accordance with Applicable Data Protection Laws.
The FRANCHISEE acknowledges that in the performance of the terms of the Agreement, the FRANCHISEE and/or the Driver may have access to or may be exposed to, directly or indirectly to Personal Information and/or Sensitive Personal Data or Information of the FRANCHISOR or a User. The FRANCHISEEacknowledges that all the Personal Information and/or Sensitive Personal Data or Information received by the FRANCHISEE and/or the Driver shall remain the exclusive property of the disclosing party.
The FRANCHISEE shall not Process the Personal Information and/or Sensitive Personal Data or Information and shall not disclose the Personal Information and/or Sensitive Personal Data or Information to any third party, and shall return to the FRANCHISOR or destroy any Personal Information and/or Sensitive Personal Data or Information in the possession of the FRANCHISEE and/or the Driver upon the termination of the Agreement, strictly in accordance with Applicable Law.

Disclaimer and Limitation of Liability

The FRANCHISEE agrees that neither the FRANCHISOR, nor its officers, directors, employees, advisors, representatives, successors-in-title, or its assigns are liable for any of the following (and neither the FRANCHISEE nor the Driver shall be entitled to claim any compensation, damages, reimbursement or any other amounts from the FRANCHISOR on account of any of following events):

Any and all claims, costs, damages, losses, liabilities and expenses that the FRANCHISEE and/or the Driver may incur as a result of operating the Vehicle, including but not limited to any direct, indirect or consequential loss or damages, any loss of production, loss of profit, loss of revenue, loss of contract, loss of or damage to goodwill or reputation, loss of claim and any other type of loss or damage;
Any inaccuracy relating to the information (including personal data, comments, and performance ratings) of the Users or such inaccuracy of such other information made available on the Uber Services;
The Zenplus Cab Services rendered by the FRANCHISEE;
Any direct, indirect or consequential damages, losses or costs suffered, incurred or paid by the FRANCHISEE and/or the Driver pursuant to, arising out of or in connection with the use, inability to use or delay of the Transportation Services App and/or the server on which the Uber Services is hosted;
The actions or non-actions of a User, and for any loss or damage that may incur to the FRANCHISEE, Driver and/or the Vehicle as a result of actions or non-actions of a User; or
For any personal injury, death, property damage, or other direct, indirect, special or consequential damages, losses or costs suffered, incurred or paid by the FRANCHISEE and/or Driver whatsoever, whether due to acts, errors, breaches, negligence, misconduct, omissions, non-performance, misrepresentations, tort or strict liability which are wholly or partly attributable to a User, including any cancellation(partial or otherwise), double-booking, strike, force majeure or any other event outside the FRANCHISOR’s control.

Assignments and Transfers

The FRANCHISEE shall not, without the prior written consent of the FRANCHISOR, cede, assign, transfer, mortgage, charge, novate, sub-contract, delegate or deal in any other manner with any or all of its rights or obligations under the Agreement, or purport to do any of the same. The FRANCHISEE hereby provides express consent to the FRANCHISOR to cede, assign, novate and/or transfer any or all of its rights and/or obligations under the Agreement, to any person(s), without notice to or consent from the FRANCHISEE.

Severability

If any term or provision in the Agreement, including the Terms and Conditions, the Key Performance Indicators or the Code of Conduct shall be held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law or otherwise, such term or provision (or any part thereof) shall to that extent be deemed not to form part of the Agreement but the enforceability of the remainder of the provisions of the Agreement, including the Terms and Conditions, the Key Performance Indicators and the Code of Conduct shall not be affected.

Exclusion of Implied Terms

The Agreement sets forth the full extent of the FRANCHISOR’s obligations and liabilities in respect of the Zenplus System and Zenplus Cab Services. In particular, there are no conditions, warranties or other terms, express, or implied which is not included and set forth in this agreement.

Further Assurance

The FRANCHISEE shall (and shall use all reasonable endeavours to procure that any necessary third party shall) promptly execute and deliver such documents and perform such acts as may be required for the purpose of giving full effect to the Agreement, including the Terms and Conditions, the Key Performance Indicators and the Code of Conduct (and any document referred to therein).

Cost and Expenses

All costs, charges and expenses, if any, incidental to the execution of this Agreement, including but not limited to stamp duty and registration charges if any, shall be borne and paid by the FRANCHISEE solely, without any recourse to the FRANCHISOR and the FRANCHISOR shall be entitled to deduct and recover all such costs, charges and expenses incurred by it, from the Security Deposit and/or the Revenue Share. In the event the stamp duty charges are paid by the FRANCHISOR, then the stamp duty FRANCHISEE shall forthwith reimburse the same to FRANCHISOR. Without prejudice to the foregoing, the FRANCHISEE shall forthwith reimburse and indemnify the FRANCHISOR for any such costs or expenses incurred by the FRANCHISOR that have not been recovered by the FRANCHISOR from the Security Deposit or the Revenue Share.

17. Authorized Communications

Zenplus Fleet, through its designated executives, is authorized to establish contact with its Driver Partners as necessary for operational, compliance, or service-related purposes. The executives are authorized to call the Driver Partners associated with us to facilitate communication and ensure the smooth functioning of services.