Terms and Conditions

Definitions: in this Agreement the terms defined in the Service details shall have the meanings ascribed thereto in the Service details. In addition the following expressions and words have the meanings assigned to them and derivative expressions and words will have a corresponding meaning:-
- “Agreement” means these terms and conditions and all annexes , schedules or other attachments referred to in the terms and conditions including the additional terms and conditions attached thereto:-
- “Client” means the person entering into this Agreement with the Service provider , whose details are reflected in the online sign up form:
- “Commencement Date” means the date on which the Client completed and submitted his / her online sign up form.
- “Initial Term” means the initial Term of this Agreement being from the Commencement Date.
- “Service Areas” All areas in south africa where Drive Assist services are available.
- “Service Provider” means Drive Assist
- “Services” means the Services offered by the Service Provider from time to time, including the collection and transportation of the Client from a Collection Point to his / her destination in his /her vehicle;

Appointment: client hereby appoints the Service Provider, who hereby accepts such appointment to provide the Service on the terms and subject to the conditions of this Agreement.

Term
- This Agreement will commence on the Commencement Date and shall, subject to clause 17 below continue in force during the Initial Term.
- Upon expiration of the Initial Term the Agreement will continue a month to month basis. The Client will need to give the Service Provider 1(one) calendar months written notice to terminate the Agreement during this period.
- Based on the addition of each new Client, the Service Provider is required to employ personnel and other resources in order to service such Client together with its other clients and accordingly the parties have agreed that the Initial Term of this Agreement will be 12(twelve) months.

Services.

The Service Provider shall provide the Service within the Service Areas, to the Client on the basis set out herein. In order to enable the Service Provider to provide the Services, the Client shall:
- Make pre-bookings and ad hoc bookings with the Service Provider.
- Provide the Service Provider and its staff with access to the location where he / she wishes to be collected, to the extent required;
- Provide all such other assistance and support as may be contemplated in this Agreement.
Should the Client require any service outside of the scope of the Services, the parties shall agree to the terms and conditions that will apply /9including the fees and charges payable in respect thereof) on a case by case basis.
Save as provided for otherwise in this Agreement, any changes to the Services shall be agreed in writing between the parties (together with any changes to the terms and conditions and pricing) and shall only be binding following signature of a written amendment by both parties.

Consideration.
- As consideration for the performance of Services in terms of this Agreement , Client shall pay the Service Provider the fees together with any other fees and other charges specified in the terms and conditions set out on this Agreement.
- All fees and other charges set out in this Agreement are exclusive of value added tax or similar tax, which shall be added to all invoices at the applicable current rate. All payments in terms of this Agreement shall be made in South Africa Rand to the Service Provider, free from any deductions or set -off to the Service Provider’s designated bank account.
- Where payment of any amount due is not made on due date the Service Provider may charge interest on the outstanding amount at the prime overdraft rate (percent, per annum) charged by Service Provider’ corporate bankers from time to time , as evidenced by any manager of such bank ,whose authority it shall not be necessary to prove. Such interest sha be calculated from due date of payment to the date of actual payment, both days inclusive, calculated on the daily amount outstanding and compounded monthly in arrears.
- On receipt of the Client’s banking details upon sign up through the Service Provider’s website , the Service Provider may collect monies owing by the Client on a monthly basis through a debit order system and the Client hereby authorizes the Service Provider to collect any outstanding monies via such debit order system and;
  - If the Service Provider attempts to collect monies from the Client , and the collection is rejected for any reason the Client will be liable for an amount of [insert amount] in respect of an administrative charge to re-collect the money.
  - If the Client fails to comply with the debit order facility the outstanding debt can be handed over for collection, through an agency of the Service Provider’s choice and the Client shall be liable for all costs associated with such collection.
- The Service Provider may from time to time, in its sole discretion amend the fees payable to it for the Services provided by notifying the Client by Clients choice of communication.
- It is recorded that any amendment to the Service Provider’s Fees will apply to all Clients from the same date, notwithstanding the date on which the Client enters into this Agreement.
- The Service Provider’s may after the payment instruction under which the Client his / her fees in the event of the amounts payable by the Client changing for any reasons whatsoever. Under the same instructions, the Service Provider shall be entitled to debit any amounts owing by the Client to the Service Provider in terms of the provisions of this Agreement.
- Under no circumstances shall unused free kilometers / trips be carried over to next month?

Intellectual Property
- The Client acknowledges that any and all copyright , trademarks and other intellectual property rights shall remain the property of the Service Provider.

Confidential Information
- Each Party (“the receiving party”) must treat and hold as confidential all information , which they may receive from the other Party (“the Disclosing Party”) or which becomes known to them concerning the Disclosing Party during the currency of this Agreement.
- The receiving Party agrees that in order to protect the proprietary interests of the Disclosing Party in its confidential information available to their Personnel involved in the provision of the Services or professional advisors , it will not at any time , whether during this Agreement or thereafter , either use any confidential information of the Disclosing Party or directly or indirectly disclose any confidential information of the Disclosing Party to third Parties;
- The aforegoing obligations shall not apply to any information which is lawfully in the pubic domain at the time of disclosure; subsequently and lawfully becomes part of the public domain by publication or otherwise; subsequently becomes available to the Receiving Party from a source other than the Disclosing Party, which source is lawfully entitled without any restriction on disclosure to disclose such confidential information; or is disclosed pursuant to a requirement or request by operation of law , regulation or court order.

Indemnity and liability provisions
- The Client acknowledges that the Services offered by the service Provider carry certain inherent risks.
- The Service Provider shall use its best endeavors to provide the Services in a reasonable manner.
- Subject to clause 8.5 below , the Client hereby irrevocably indemnifies the Service Provider , its Directors and staff against any claim for damages which may be instituted against any one or more of them by the Client , and or any of his / her passengers their estates , successors in title or third parties , arising out of or in connection with the negligent conduct of the Service Provider , its Directors or employees unless such liability arises from the gross negligence of the Service Provider.
- Subject to clause 8.5 below the Client hereby indemnifies the Service Provider against direct damages , costs or losses incurred by the Service Provider arising out of any claim by any third party for , or in respect of , injury , death or illness affecting such third party, or any loss or damage to property of such third party caused by the negligence or willful conduct of the Service Provider or its personnel.
- The Service Provider shall not be liable to the Client or any cessionary or third party claiming through or on behalf of the Client for any indirect , special or consequential damages (including loss of profits) arising out of or related to this Agreement or the Services.
- The Client warrants that it has adequate insurance cover in place in respect of the Client’s vehicle and the uses thereof by third party drivers so as to include the Service Provider’s drivers are below the age of 25 (twenty five) years.
- The Client hereby warrants that he / she is authorized to provide the indemnities contained in this paragraph on behalf of all his / her passengers.

Force Majeure
- The Service Provider shall not be liable for any failure to fulfil its obligations under this Agreement if and to the extent such failure is caused by any circumstances beyond its reasonable control , including but not limited to flood, fire , earthquake , war , tempest , hurricane , industrial action , government restrictions or acts of God.
- Should the Service Provider be unable to fulfill its obligations under this Agreement for a period in excess of 30 (thirty) minutes of the collection time due to circumstances beyond its control , as contemplated in clause 9.1 the Client may in its sole discretion , cancel the trip in question.
- The Service Provider has a maximum lead time of 20 minutes to collect the Client on all ad hoc bookings.

Breach and termination
- Should either party commit a material breach of this Agreement and fail to remedy such breach within 30(thirty) days of having been called upon in writing by the other to do so; then the innocent party may , in its discretion , terminate this Agreement on written notice to the defaulting party , in which event such termination shall be without prejudice to any claims which the innocent party may have for damages against the defaulting party occasioned by the termination of this Agreement in terms of this clause.
- Should either Party be provisionally of finally liquidated or be placed in judicial management , whether provisionally or final; the other Party may , terminate this Agreement on written notice to such Party.

Disputes
- Any dispute which arises between the parties and which cannot be resolved between them shall be finally resolved in accordance with the rules of the Arbitration Foundation of South Africa by an arbitrator or arbitrators appointed by the Foundation.

Notices and Domicilium
- The parties select as their respective domicilia citandi et executandi the physical addresses, and for the purposes of giving or sending any notice provided for or required hereunder, the physical addresses , postal addresses and fax numbers detailed in Service Details or such other address or telefax number as may be substituted by notice given as herein required.
- Any notice addressed to a party at its physical or postal address shall be sent by prepaid registered post , or delivered by hand or sent by telefax.

No Assignment
- The Client shall not be entitled to cede , assign , delegate or otherwise transfer the benefit or burden of all or any part of this Agreement without the prior written consent of the Service Provider , which consent shall not be unreasonably withheld or delayed. The Service Provider shall be entitled to cede , assign , delegate or otherwise transfer the benefit or burden or all or any part of this Agreement without requiring the prior written consent of the Client.

Subcontracting
- The Service Provider shall be entitled to sub-contract its obligations under this Agreement provided that the Service Provider shall remain liable to Client for the performance of the Services.

Non-solicitation
- The Parties agree that neither party shall, without the prior written consent of the other, either during or within 12 (twelve) months of the termination of this Agreement , engage , employ or otherwise solicit for employment whether directly or indirectly , any person who during the currency of this Agreement was a member of the staff of the other party involved in the acquisition or provision (“the Defaulting Party”) such party shall pay the innocent party a recruitment fee at the innocent parties discretion. Such amount, as agreed upon shall then be paid within 30(thirty) days of commencement of such person’s appointment with the Defaulting Party.

General
- This Agreement constitutes the entire agreement between the parties in respect of the subject matter hereof and replaces all prior agreements or arrangements between the parties in regard to the subject matter of this Agreement.
- This Agreement will be governed by an construed in accordance with the law of the Republic of South Africa and all disputes , actions and other matters relation thereto will be determined in accordance with such law.
- Subject to the provisions of clause 18, no amendment or modification to this Agreement shall be effective unless in writing and signed by authorized signatories of the parties.
- No granting of time or forbearance shall be or be deemed to a waiver of any term or condition of this Agreement and no waiver of any breach shall operate as a waiver of any continuing or subsequent breach.
- Headings and sub-headings are inserted for information purposes only and shall not be used in the interpretation of this Agreement.
- References to persons shall include companies , corporations and partnerships; any party shall , where relevant , be deemed to be references to , or to include , as appropriate , their respective successors or permitted assigns; the singular shall include the plural and vice versa; any one gender shall include a reference to all other genders.
- The expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination , notwithstanding that the clauses themselves do not expressly provide for this.
- The rule of construction that an agreement shall be interpreted against the party responsible for the drafting or preparation of the agreement shall not apply.
- Should any of the provisions of this Agreement become unenforceable for any reason whatsoever , same shall be treated as pro non scripto and the remaining provisions shall remain of full force and effect.

Cancellation
- It is recorded that as a consequence of the Client signing this Agreement the Service Provider will increase its facilities and resources to meet such Client’s needs and requirements. Accordingly , in the event of the Client wishing to terminate this Agreement , the Client will have the following cancellation options available to him / her.
  - Cancel with immediate effect- on this option there is a cancelation fee payable of 50% of the remaining membership fees payable for the initial term. As soon as this is paid the Agreement will be terminated.
  - Cancel at the end of initial Term – the Client can cancel the Agreement at any time during the initial term in which event such cancellation shall take effect on the last day of the initial term and in such circumstances, the Agreement shall not continue on a month to month basis after the initial term. The Client will be liable to pay the monthly fees until the end of the initial term and shall be entitled to utilize the services for such a period.
  - Transfer the membership to a friend. There are no costs involved with this option.

The Service Provider shall be entitled to terminate this Agreement on 30(thirty) days’ notice to the Client.
A completed and signed cancellation form is required to confirm cancellation of your membership.

Changes to this Agreement
- Notwithstanding anything contained herein to the contrary the Service Provider shall have the right to be exercised in its sole discretion to amend any of the terms and conditions of this Agreement or fees payable in accordance therewith by providing the Client with 30 days’ notice thereof