Vendor Agreement between Preimo Urban Mobility Luxury Motor Vehicles Services LLC, incorporated and registered in Dubai, United Arab Emirates with Trade License No. 800694 whose registered office is at 212, Binary Towers, Business Bay, Dubai, United Arab Emirates (“Preimo”) and the Vendor (“Agreement”). The Vendor will perform the Services for Preimo, in accordance with the Vendor Engagement Terms and the terms and conditions provided in this Agreement. The terms and conditions set out in this Agreement have effect and are binding on Preimo and the Vendor on and from the date of the Vendor Engagement Terms upon the Parties signing of the Customer Engagement Terms.
Preimo and the Vendor may hereinafter be severally referred to as a ‘Party’ and collectively, as ‘Parties’.
WHEREAS Preimo is engaged in the business of providing Passenger Services (as defined below) to Passengers (as defined below) (“Preimo’s Business”);
WHEREAS Preimo has requested the Services (as defined below), including the supply of Passenger Vehicles (as defined below) from the Vendor, for undertaking Preimo’s Business,
WHEREAS the Parties are desirous of entering into this Agreement to set forth terms and conditions pursuant to which the Vendor will provide the Services.
NOW THEREFORE, in consideration of the mutual covenants, terms and conditions set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which being hereby acknowledges, the Parties hereby agree as under:
1.1. Definitions
Unless the context expressly otherwise requires, words shall have the meanings given to them in the Vendor Engagement Terms and this Agreement, the meanings specified in this section.
“Additional Time” shall mean the additional time for the duration of which Vendor provides Services at the request and authorisation of Preimo, where such Services are Time Based Services;
“AED” shall mean Emirati Dirham;
“Agreement” shall mean this agreement, along with the Schedules attached thereto;
“App” shall mean Preimo mobile and/or web-based application (where provided by Preimo) through which a Service request may be raised, altered, modified or cancelled;
“Applicable Law” shall mean all statutes, statutory instruments, regulations, regulatory requirements, by-laws, ordinances, subordinate legislation and any other laws that apply to these Conditions and the Services in any relevant jurisdiction from time to time;
“Business Day” shall mean a day other than a Saturday, Sunday or public holiday in the United Arab Emirates, and Business Hours shall be construed as 9.00 am to 5.30 pm on a Business Day;
“Chauffeur Standards Policy” shall mean the policy, as detailed in SCHEDULE 3, of this Agreement;
“Charges” shall mean the charges payable by Preimo to the Vendor for the Services rendered by the Vendor on behalf of Preimo, in accordance with these Conditions;
“Conditions” shall mean the terms and conditions of this Agreement as amended from time to time;
“Confidential Information” shall mean all information (whether written, oral or in some other form) disclosed to or obtained by the Vendor (whether directly or indirectly) from Preimo (whether before or after the signing of this agreement), including all information relating to Preimo’s business, operations, systems, processes, products, trade secrets, know-how, contracts, finances, plans, strategies or current, former or prospective clients, customers, partners or suppliers (together with copies made of any of the foregoing) whether or not marked as being confidential and any other information that may be reasonably be assumed to be confidential, but excluding information which:
a) is available to the public other than because of any breach of these Conditions;
b) is, when it is supplied, already known to the Vendor in circumstances in which it is not prevented from disclosing it to others; and
c) is independently obtained by the Vendor in circumstances in which it is not prevented from disclosing it to others;
“Chauffeur” shall mean a driver of a Passenger Vehicle;
"Daily Fleet Checklist” shall mean the checklist, as intimated to the Vendor by Preimo and to be completed by the Chauffeur each day prior to initiating the Services;
“Data Protection Legislation” shall mean the Federal Decree-Law No. (45) of 2021 of the United Arab Emirates;
“Effective Date” means the date mentioned at the head of the Vendor Engagement Terms;
“Identified Chauffeurs” shall mean the list of Chauffeurs agreed between the Parties, detailed in the Vendor Engagement Terms;
“Intellectual Property Rights” shall mean patents, patentable rights, copyrights, design rights, utility models, trademarks (whether or not any of the above are registered), trade names, rights in domain names, rights in inventions, rights in data, database rights, rights in know-how and confidential information, and all other intellectual and industrial property and similar or analogous rights existing under the laws of any country and all pending applications for and right to apply for or register the same (present, future and contingent, and including all renewals, extensions, revivals and all accrued rights of action);
“Invoice Period” shall mean the period starting on the 1st day of a calendar month and ending on the last day of that calendar month;
“Passenger(s)” shall mean such customers of Preimo who avail the Services;
“Passenger Services” shall mean the transportation of Passengers (together with any applicable luggage);
“Passenger Vehicle” shall mean a vehicle supplied by the Vendor in relation to the Services;
“Preimo System” means the information technology facilities or services (including equipment, software and related documentation) owned or licensed by Preimo and used in the provision of the Services as varied, updated and renewed from time to time, which may include the App;
“Pre-Trip Checklist” means the checklist as intimated to the Vendor by Preimo and to be completed by the Chauffeur, prior to the commencement of each trip;
“Processed Data” means personal data provided by Preimo or a Passenger to the Vendor in relation to the Services.
“Personal Data Breach” means the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to any Processed Data.
“Representative(s)” shall mean the individuals or team from (a) Preimo and (b) the Vendor, who are responsible for the co-ordination of all matters relating to the Services.
“Service(s)” shall mean the provision of Passenger Services by the Vendor to Passengers on behalf of Preimo, as detailed in SCHEDULE 2;
“Service Standards” shall mean the minimum standards of the Services as set out in SCHEDULE 1 of this Agreement.
“Smart Eyes System” means the artificial intelligence system installed by Preimo to ensure a Chauffeur’s compliance with the Chauffeur Standards Policy;
“Territory” shall mean the United Arab Emirates;
“Term” shall mean an indefinite period, until terminated by either Party in accordance with Clause 11 of this Agreement; and
“USD” means United States Dollars; and
“Vendor Engagement Term” means the form initially executed between the Parties committing to necessary information.
1.2. Interpretation
In these Conditions unless defined otherwise or the context otherwise requires:
1.2.1. words in the singular shall include the plural, and those in the plural shall include the singular;
1.2.2. reference to a person includes a legal person (such as a limited company) as well as a natural person;
1.2.3. reference to these Conditions includes the Conditions and Schedule and other documents attached to it or incorporated by reference into it (all as amended, added to, or replaced from time to time);
1.2.4. references to clauses or Schedules shall be to those in or to these Conditions and references to paragraphs shall be to paragraphs of the Schedule(s);
1.2.5. clause headings are for convenience only and shall not affect the construction of these Conditions;
1.2.6. reference to “including” or any similar Conditions in these Conditions shall be treated as being by way of example and shall not limit the general applicability of any preceding words; and
1.2.7. reference to any legislation shall be to that legislation as amended, extended or re-enacted from time to time and to any subordinate provision made under that legislation.
2.1. These Conditions operate as a framework under which Preimo may, from time to time, order Services from the Vendor. Each order constitutes a contract between Preimo and the Vendor (“Contract”). Each Contract, once accepted in accordance with Clause 2.4, shall constitute a separate contract for the provision of the Services specified in such Contract, subject to these Conditions.
2.2. Preimo appoints the Vendor, and the Vendor agrees to be appointed as Preimo’s supplier for the Services.
2.3. The Vendor shall provide Services in the Territory to Preimo in accordance with the Conditions, Service Standards, Vendor Engagement Terms and Schedules, in all respects.
3.1. The Vendors’ relationship with Preimo shall at all times be subject to compliance with the requirements set out in these Conditions.
3.2. The Vendor shall meet any performance dates and times specified in the Schedules, or agreed with Preimo in writing, and any such dates and times shall be of the essence for the performance of the Services.
3.3. Preimo reserves the right to amend the Services if necessary to comply with any Applicable Law.
3.4. The Vendor hereby represents and warrants that all documents, information, records and materials provided to Preimo under this Agreement, including but not limited to those documents detailed in the Vendor Engagement Terms, are true, accurate, complete and valid as of the Effective Date. The Vendor further covenants that the aforesaid documents shall remain valid and subsisting throughout the term of this Agreement. In the event that any provided documents become inaccurate, incomplete or invalid during the term of this Agreement, the Vendor shall promptly notify Preimo and provide updated and valid documentation.
3.5. The Vendor shall for the duration of the Term, supply the (i) Passenger Vehicles, as detailed in the Vendor Engagement Terms; and (ii) Identified Chauffeurs, as detailed in the Vendor Engagement Terms, in relation to the Services, and in accordance with the Service Standards and these Conditions. In the event that the Vendor becomes aware of its inability to perform the Service, in accordance with the requirements of Preimo, including but not limited to the provision of a specific Passenger Vehicle requested by Preimo or an Identified Chauffeur, or intends to substitute the Passenger Vehicle or an Identified Chauffeur, the Vendor must notify Preimo in writing immediately on becoming aware of such circumstances. In the event the Vendor is unable to perform the Service in accordance with Preimo’s requirements, Preimo (without prejudice to any of its rights) may issue instructions to the Vendor on steps to be taken to remedy the breach and/or may cancel the order for Services and/or not to pay the Charges (as may be prorated by Preimo at its discretion for the Services) notwithstanding that the Services may have been performed.
3.6. Training and evaluation: Preimo reserves the right to require the Vendors to participate in training and evaluation programs as deemed necessary by Preimo to ensure the provision of high-quality Services:
3.6.1. Premio may schedule and conduct training sessions for the Vendor’s personnel, including but not limited to the Identified Chauffeurs, on various aspects of service delivery, safety protocols, customer service and adherence to the Company’s standards and policies. Vendors shall ensure the attendance and active participation of their personnel and Identified chauffeurs in such training sessions.
3.6.2. Preimo shall have the right to conduct evaluations of the Vendor’s performance, including but not limited to ride quality, Identified Chauffeur behaviour, vehicle condition and compliance with service standards. Such evaluations may be conducted periodically and may include both announced and unannounced inspections or assessments.
3.6.3. The Vendors are required to comply with the findings and recommendations resulting from such training and evaluations. Non-compliance or failure to meet Preimos’ standards may result in corrective actions, which could include additional training or termination of this Agreement pursuant to clause 11.3.
4.1. The Vendor shall:
4.1.1. provide Passenger Vehicles, along with an Identified Chauffeur for such Passenger Vehicles in compliance with the Conditions of the Contract and provide the Services;
4.1.2. at all times, co-operate with Preimo in all matters relating to the Services;
4.1.3. ensure that the Passenger Vehicles and the Identified Chauffeurs, as set out in the Vendor Engagement Terms, are provided for the Term of this Agreement, subject to conditions and requirements set forth herein. Any change of a Chauffeur shall be subject to the prior written consent of Preimo, which Preimo may withhold at its sole discretion;
4.1.4. promptly provide Preimo with such information, in relation to the Services, as Preimo may reasonably require and ensure that such information is complete and accurate in all material respects;
4.1.5. take such precautions as may be reasonable and proper in relation to the Services (including maintaining adequate insurance that fulfils the requirements of all applicable laws);
4.1.6. not transport or allow inside any Passenger Vehicle, individuals other than those Passengers (or those individuals authorised by the Passengers) identified and notified to the Vendor by Preimo in relation to the Services;
4.1.7. provide a daily report to Preimo that details all necessary information to enable Preimo to identify the order, acceptance and performance of the Services;
4.1.8. cause the Chauffeur to complete the Daily Fleet Checklist, meticulously to maintain operational efficiency and safety, at all times;
4.1.9. cause the Chauffeur to perform the Services in accordance with the guidelines and instructions issued by Preimo, and the requirements of Preimo from time to time;
4.1.10. cause the Chauffeur to complete and undertake the following prior to the commencement of each trip:
(i) completing the Pre-Trip Checklist;
(ii) fulfilling the requirements within the Smart Eyes System as intimated by Preimo. In the event the Smart Eyes System experiences a functional failure that impedes the ability of the Chauffeur to continue providing services, then the Chauffeur shall promptly notify Preimo through the designated Communication Channels and instantaneously share images of themselves showcasing their grooming and attire in accordance with the Chauffeur Standards Policy and an image with a paging board and time in the background specifically for airport arrivals; and
(iii) sharing of images of the Passenger Vehicle, demonstrating maintenance of the vehicle as per SCHEDULE 1 paragraph (xi), with Preimo, at least 30 (thirty) minutes prior to commencement of each trip.
4.1.12. promptly provide Preimo with all relevant information and documents regarding the periodic maintenance activities undertaken under clause 4.1.11 above;
4.1.13. promptly settle and bear the full cost of any fines, penalties for violations imposed on the Passenger Vehicle(s) owing to actions or omissions, directly or indirectly attributable to, the Chauffeur or any other reason arising from the said vehicle itself;
4.1.14. ensure that chauffeurs do not accept any cash payments directly from the Passengers. All payments by the Passenger for the Services shall be to Preimo;
4.1.15. ensure that the Chauffeurs do not engage in any discussions or negotiations with the Passengers in relation to rates and prices in relation to the Services. All pricing details, including fares, charges, and additional fees shall exclusively be communicated by Preimo and/or its authorised representatives;
4.1.16. not (and procure that none of its chauffeurs, affiliates or subsidiaries shall) at any time during the term of this Agreement and for a period of 24 (twenty-four) months commencing on the date of this Agreement being terminated, directly or indirectly solicit, contact, or engage with any customers of Preimo for the purposes of providing services in competition with Preimo;
4.1.17. in the event that a customer approaches the Chauffeur directly for any reason whatsoever in relation to the provision of Services, the Chauffeur shall, promptly, immediately following such direct customer interaction, report such encounter to Preimo, through the designated Communication Channels. The report shall include information such as date and time of interaction, brief description and nature of interaction, relevant requests, comments and concerns expressed by the Customer and action taken by the Chauffeur in response to such approach; and
4.1.18. that all communications in relation to the operational aspect of the Services are communicated via the designated Communication Channels. This includes but not limited to any booking confirmations, service updates and any other time-sensitive information. In exceptional circumstances, where the use of messaging is preferred, such as when telephone communication is not feasible or convenient, then the party initiating the communication may send a message through SMS or any other message platform designated by the other party and promptly follow up such communication with an email correspondence outlining the details of the matter discussed through messaging. This email shall serve as a record and confirmation of the communicated information.
4.2. If Preimo’s performance of any of its obligations under these Conditions or any contract with its customers is prevented or delayed by any act or omission, or failure by the Vendor or its Chauffeur to perform any relevant obligation (“Vendor Default”) without limiting or affecting any other right or remedy available to it, Preimo may at its sole discretion:
4.2.1. rely on the Vendor Default to relieve it from the performance of any of its obligations; or
4.2.2. obligate the Vendor to reimburse Preimo on written demand for any costs or losses sustained or incurred by Preimo (including those in relation to Preimo’s Business) arising directly or indirectly from the Vendor Default; or
4.2.3. charge the Vendor an ‘inconvenience charge’ equal to three times the Charge payable for the trip so cancelled.
4.3. The Vendor represents, warrants and undertakes that:
4.3.1. it has the power and is duly authorised to enter into, perform and comply with its obligations including, for the avoidance of doubt, procuring compliance by itself and its Chauffeurs with the obligations under these Conditions, including but not limited to those provided under the Contract, the Vendor Engagement Terms and the Schedules of this Agreement;
4.3.2. these Conditions are executed by an authorised representative of the Vendor;
4.3.3. it has obtained and shall maintain for the duration of these Conditions all regulatory consents, licences, registrations and approvals necessary for it to comply with its obligations under these Conditions;
4.3.4. its entry into these Conditions and its performance of and compliance with its obligations under these Conditions does not violate any restriction imposed by any Applicable Law, or the Vendor’s memorandum, or articles of association, or any other agreement to which it is a party;
4.3.5. it has the necessary resources to meet its obligations under these Conditions; and
4.3.6. no circumstance described in Clause 11.2.5 has occurred in respect of the Vendor during the 12 (twelve) months preceding the Effective Date.
4.4. The Vendor undertakes to Preimo that it shall not (and procure that none of its affiliates or subsidiaries shall) at any time during the term of this Agreement and for the period of 24 (twenty-four) months commencing on the date this Agreement is terminated, offer employment to, enter into a contract for the services of, or otherwise entice or attempt to entice away from Preimo, any person who had been employed or directly or indirectly engaged by Preimo, or procure or facilitate the making of any such offer or attempt by any other person.
By agreeing to these Conditions, the Parties hereby agree to the following payment terms, detailed below:
5.1. Preimo shall pay the Vendor, Chagres as set out in the Vendor Engagement Terms, which shall remain in effect for the entire Term of the Agreement.
5.2. The Vendor shall raise monthly invoices in arrears by the 15th day of the subsequent month from the Invoice Period.
5.3. The invoice issued by the Vendor shall contain details of all Services provided by the Vendor during the previous Invoice Period, along with all necessary information to enable Preimo to identify the order, acceptance and performance of the Services during such Invoice Period.
5.4. In the event Preimo requires the Vendor to provide Services, for Additional Time, the Vendor shall or cause its Chauffeur to diligently record and track such Additional Time. The Vendor shall provide a detailed record of such Additional Time to Preimo through the Communication Channels, provided in the Vendor Engagement Terms. The Vendor acknowledges and agrees that any Additional Time shall be invoiced at the rate specified in the Vendor Engagement Terms, and charges for a period of less than 1 (one) hour shall be prorated. The Vendor commits to providing records of Additional Time to Preimo, within 4 (four) hours from completion of one trip on which such Additional Time is accrued, with evidence substantiated by GPS time locations, failing which Preimo will not be liable for making payment in relation to such Additional Time. Preimo reserves the right to verify the accuracy of the reported Additional Time and the Vendor agrees to cooperate with Preimo in relation to any requests for clarification or documentation related to the Additional Time.
5.6. Upon resolution of a dispute in relation to an invoice in accordance with Clause 5.5 above, where Preimo agrees to make payment in relation to the disputed amounts, Preimo shall pay such amounts within 30 (thirty) days from the date Preimo has notified the Vendor of the resolution of a dispute.
5.8. Notwithstanding the provisions of Clause 5.7 above, the Vendor shall issue VAT Invoices identifying the VAT component.
5.9. Save as provided under the Vendor Engagement Terms, Preimo shall not be liable to pay any other charges to the Vendor in relation to the Services.
The parties shall appoint Representatives who shall be:
6.1. in relation to the Vendor, responsible for the co-ordination of all matters relating to the provision of Passenger Vehicles, Chauffeurs and the Services to ensure that they are properly managed; and
6.2. in relation to the Preimo, responsible for the co-ordination of all matters relating to the receipt of the Services.
7.1. Preimo reserves and maintains sole and exclusive right, title, and interest to all Intellectual Property Rights belonging to Preimo, including all related Intellectual Property Rights and moral rights to any modifications, derivative works, suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by the Vendor in relation to those Intellectual Property Rights, which shall be the sole and exclusive property and be controlled exclusively by Preimo.
7.2. Except as necessary to perform a Party’s obligations under this Agreement and as authorised by Preimo in writing, the Vendor must not use Preimo’s trademarks, tradenames, trade dress, logos, emblems or copyrights and the like without the express written prior consent of Preimo.
8.1. Each party shall:
8.1.1. at all times during the term of these Conditions, comply with the Data Protection Legislation; and
8.1.2. to the extent applicable under the Data Protection Legislation, obtain and maintain all appropriate registrations required in order to allow that party to perform its obligations under these Conditions.
8.2. The Vendor:
8.2.1. acknowledges that, in respect of Processed Data, as between the parties, it acts as a processor; and
8.2.2. shall ensure that all Vendor’s personnel who have access to and/or process Processed Data are obliged to keep the personal data confidential.
8.3. The Vendor:
8.3.1. shall only process Processed Data to provide the Services in accordance with these Conditions and Preimo’s instructions as set out in these Conditions or as issued from time to time;
8.3.2. notify Preimo on becoming aware of a Personal Data Breach in respect of Processed Data processed under these Conditions;
8.3.3. shall not use or process the Processed Data for any other purpose other than for the provision of Services.
8.4. The parties acknowledge that the types of personal data processed pursuant to these Conditions (i.e. Processed Data) (including the subject matter, duration, nature and purpose of the processing and the categories of the data subject) are as described in SCHEDULE 5.
9.2.1. loss of profit;
9.2.2. loss of sales, turnover, revenue or business;
9.2.3. loss of customers or contracts;
9.2.4. loss of or damage to reputation or goodwill;
9.2.5. loss of opportunity;
9.2.6. loss of software or data;
9.2.7. loss or waste of management or other staff time; or
9.2.8. indirect, consequential or special loss;
arising out of or relating to these Conditions, whether or not such loss was foreseeable and even if Preimo was advised of its possibility (and, for the purposes of this Clause 9.2, the term “loss” includes a partial loss or reduction in value as well as a complete or total loss).
9.3. Except as expressly set out in these Conditions, no implied conditions, warranties or other Conditions, including any implied Conditions relating to satisfactory quality or fitness for any purpose, will apply to anything supplied or provided by Preimo under these Conditions.
9.4. Without prejudice to the provisions of Clause 9.1 and 9.2 the Parties agree that in no event, shall the total aggregate liability of Preimo under these Conditions and in connection with the Services, for all damages, losses and causes of action, exceed the total amount of charges due and properly payable by Preimo to the Vendor for the Services.
9.5. This Clause 9 shall survive termination of this Agreement.
10.1. The Vendor shall:
10.1.1. keep confidential all Confidential Information which it receives in connection with these Conditions;
10.1.2. not copy or reproduce any part of it without the prior written approval of Preimo, except as strictly necessary for the performance of its obligations under these Conditions;
10.1.3. apply to it no lesser security measures and degree of care than those which it takes in protecting its own Confidential Information and in any event no less than that which a reasonable person or business would take in protecting its own confidential information;
10.1.4. only use such Confidential Information as strictly necessary for the performance of, or exercise of its rights under, these Conditions;
10.1.5. not disclose such Confidential Information to any third party (other than its professional advisers, officers, employees, agents, contractors and sub-contractors on a ‘need to know’ basis as strictly required for the purposes of these Conditions and subject to each such person being bound by an obligation of confidentiality equivalent to this Clause 10); and/or
10.1.6. promptly, upon request and, in any event, upon termination of these Conditions (for whatever reason), return to Preimo all materials (in whatever form) incorporating, embodying or recording any such Confidential Information in its possession or control and, if requested by the other party, certify in writing that it has done so.
10.2. The Vendor is not permitted to issue any press release in relation to the subject matter of these Conditions or any marketing or publicity materials including reference to the subject matter of these Conditions.
11.1. These Conditions shall commence on the Effective Date and shall continue for the Term, unless otherwise terminated by either party in accordance with this Clause 11 unless otherwise agreed in the Vendor Engagement Terms.
11.2. Either party may terminate this Agreement:
11.2.1. without cause at any time upon 30 (thirty) days prior written notice to the other party;
11.2.2. immediately, for the other party’s material breach of this Agreement, where it is not possible to remedy the breach;
11.2.3. immediately, in the event of the insolvency or bankruptcy of the other party, or upon the other party’s filing or submission of a request for suspension of payment (or similar action or event) against the terminating party;
11.2.4. if the other Party causes material breaches of any of the Conditions which are capable of being remedied, however such Party, fails to remedy the breach within 30 (thirty) days of being requested in writing to do so; and/or
For the purposes of this Clause 11.2 in order for it to be possible to remedy a breach it must be possible to take steps so as to put the other party into the same position which (save as to the date) it would have been in if the breach had never occurred.
12.1. Termination of these Conditions for any reason will not affect:
12.1.1. any accrued rights or liabilities which either party may have by the time termination takes effect; or
12.1.2. the coming into force or the continuation in force of any of its provisions that expressly or by implication are intended to come into force or continue in force on or after termination.
12.2. Any provision of these Conditions that expressly or by implication is intended to come into or continue in force on or after termination or expiry of these Conditions shall remain in full force and effect.
13.1. Relationship between the Vendor and Preimo
13.1.1. The Vendor is an independent contractor and nothing in these Conditions is intended to, or shall be deemed to and understood to establish any relationship of agency, partnership or joint venture between Preimo and the Vendor, nor authorise any party to make or enter into any commitments for or on behalf of any other party. The Vendor shall not represent the same to any third party for any reason whatsoever.
13.1.2. Preimo is not, and shall not be deemed to be in direct control of the Vendor or its Chauffeurs’ generally or in their performance under this Agreement specifically.
13.1.3. Preimo shall have no liability in relation to any of the operations of the Vendor’s business, the transportation, the acts or omissions of the Chauffeurs and the operations and maintenance of Passenger Vehicles.
13.1.4. Preimo retains the right, at any time in sole discretion, to restrict the Vendor or its Chauffeur from providing Services in the event of a violation of the Conditions of this Agreement, or if any act or omission of the Vendor causes harm to Preimo’s brand, reputation or business as determined by Preimo in its sole discretion.
13.1.5. Preimo shall have no liability to the Chauffeur.
13.2. Vendor’s relationship with the Chauffeur:
13.2.1. The Vendors shall have the sole responsibility for any obligation or liability to the Chauffeurs’ that arise from its relationship with such Chauffeurs, in the capacity of agent, employee, contractor or otherwise, including in relation to the Services.
13.2.2. The Vendors acknowledge and agree that it exercises sole control over the Chauffeur and will comply with all Applicable Laws (including tax, social security, insurance and applicable employment laws) governing or otherwise applicable to its relationship with the Chauffeur.
13.2.3. The Vendor acknowledges and agrees that at all times, the Vendor will be responsible and liable for the acts and omissions of its Chauffeurs’ and the Vendor shall ensure that the Chauffeur is compliant with all the Applicable Laws.
14.1. No failure or delay by a party to exercise any right or remedy provided under these Conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
14.2. The rights and remedies provided under these Conditions are in addition to, and not exclusive of, any rights or remedies provided by law.
14.3. If any provision or part-provision of these Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause shall not affect the validity and enforceability of the rest of these Conditions.
14.4. These Conditions (together with the Vendor Engagement Terms), any Contract and any document referred to herein, constitute the entire agreement between the Parties and supersedes and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) Vendor Engagement Terms, and (2) this Agreement.
14.5. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Conditions. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in these Conditions.
14.6. Unless otherwise agreed in writing by Preimo, the Vendor shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under these Conditions without the prior written consent of Preimo. Preimo may at any time assign or transfer any or all of its rights or obligations under these Conditions.
14.7. Preimo may, at its sole discretion, vary these Conditions from time to time.
14.8. Except as provided in these Conditions, a person who is not a party to these Conditions shall not have any rights under or in connection with it.
15.1. Any notice given to a party under or in connection with these Conditions shall be in writing and shall be:
15.1.1. delivered by hand or by registered post or other next working day delivery service at the addresses set out above;
15.1.2. sent by email to the address set out in the Service Description in the case of the Vendor to the email address provided in the Vendor Engagement Terms and to [email protected], in the case of Preimo.
15.2. Any notice shall be deemed to have been received:
15.2.1. if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
15.2.2. if sent by registered post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; or
15.2.3. if sent by email, at 9.00 am on the next Business Day after transmission.
This Clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
16.1. These Conditions and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the United Arab Emirates.
16.2. Each party irrevocably agrees that the courts of Dubai (excluding Dubai International Financial Centre) shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Conditions or its subject matter or formation (including non-contractual disputes or claims).
Vehicle Requirements
In relation to the Passenger Vehicles, the Vendor must ensure that:
(i) each Passenger Vehicle is appropriately registered at all times in accordance with Applicable Laws;
(ii) at all times, it has valid permits/ licenses/ registrations, as may be required under Applicable Law including but not limited to those in relation to RTA registration and luxury motor service license, and provide all the requisite documents as may be sought by Preimo, including those detailed in the Vendor Engagement Terms;
(iii) the Passenger Vehicles comply with the requirements of Applicable Laws, permits and licenses;
(iv) the Passenger Vehicles are comprehensively (including third-party liability) insured in accordance with the purpose of use;
(v) it maintains valid public liability insurance of an amount of not less than USD 1,000,000;
(vi) it will comply with city-specific fuel norms, as may be applicable;
(vii) it will pay all applicable taxes and other dues;
(viii) each such vehicle shall not be manufactured after 2022 unless the use of a vehicle with a later model year has been specifically agreed to in writing between the parties, including any potential adjustments to pricing or terms.
(ix) There are no pending motor vehicle cases in relation to the Passenger Vehicles supplied by the Vendor;
(x) each Passenger Vehicle shall have installed:
a. a fire extinguisher;
b. a disabled child lock mechanism;
c. a manual override for the central locking system;
d. a vehicle permit (as applicable) in the interior and the exterior of the vehicle, as may be applicable and required under Applicable Laws;
(xii) an appropriate functioning global positioning system (GPS) is installed in each Passenger Vehicle, at all times, and Preimo has access to the same, during the provisioning of the Services by the Vendor to Preimo;
(xiii) the Chauffeur is provided a smartphone with GPS services and an internet connection that can use the applications required by Preimo, including but not limited to the App and Smart Eyes System, or such other application that may be reasonably required by Preimo for undertaking the Services and the Chauffeur shall share its live location with Preimo, as and when requested by Preimo, during the provisioning of the Services to Preimo;
(xiv) each Passenger Vehicle is equipped with an infant and/or child seat, as may be required by a Passenger;
(xv) each Passenger Vehicle shall at the minimum have the following amenities:
a. Charging ports;
b. Internet access;
c. Bottled water; and
d. Tissues stored in a black leather box;
(xvi) the commencing time for rendering of the Services may be informed to the Vendor by Preimo, anytime up to 2 (two) hours prior to the time at which the Service will be required;
(xvii) it pays in a timely manner all costs and expenses in relation to the use of the Passenger Vehicle, including but not limited to the cost of the vehicle, salaries of Chauffeurs, parking charges, fuel, salik and vehicle cleaning charges and any other RTA or government charges associated with the respective Passenger Vehicles;
(xviii) it is made available for any inspection as may be required by Preimo, its customers and/or a Passenger prior to the Service being provided; and
(xix) provide a copy or image of the airport parking ticket when requested by Preimo.
SERVICE DESCRIPTION
I. Type of Services
Subject to the Conditions, the Vendor shall supply the Passenger Vehicles, the Chauffeurs, and provide the Services as may be requested by Preimo, including the following:
1. Airport Pick-up (Arrival): Passenger(s) pick up service from an international airport and transfer to any Drop-off Address.
2. Airport Drop-off (Departure): Drop-off Service to an international airport in the Territory.
3. Single Transfer (P2P): Transfer to a Drop-off Address within United Arab Emirates.
4. Time Based Services: Service contracted for travel within the United Arab Emirates based on time, with unlimited mileage.
CHAUFFEUR STANDARDS POLICY
This
document outlines the minimum standards that must be followed by all chauffeurs
employed and outsourced by Preimo Urban Mobility as well as the minimum
standard criteria for contracting employed and outsourced chauffeurs to ensure
professional, skilled, and safe transportation of customers.
The
purpose of this policy is to ensure consistency in the quality of service and
the quality of chauffeurs provided to Preimo Urban Mobility clients.
3.1.
Chauffeurs
3.2.
Operations
Executives
4.1
Preliminary Hiring Qualifications
4.1.1.
Proof
of identity: The Chauffeur must hold a valid proof of identity.
4.1.2.
Age:
The chauffeur must be between the age of 25 and 50 years.
4.1.3.
Driving
experience: The chauffeur must have at least 2 years of experience driving
luxury vehicles as professional chauffeurs.
4.1.4.
License
& Permit: The chauffeur must hold a valid driving license and an RTA (Roads
and Transport Authority) permit.
4.1.5.
Residency:
The chauffeur must have lived in Dubai for a minimum of 3 years.
4.1.6.
Medical
Fitness: The chauffeur must be medically fit to drive and should not have any
physical disability that would stop them from performing their duties in a safe
and professional manner.
4.1.7.
Police
Clearance Certificate: Every Chauffeur must provide a police clearance
certificate.
4.1.8.
Language
Proficiency: The chauffeur must be able to display sufficient English language
skills in communication.
4.1.9.
Technology
proficiency: The chauffeur must be comfortable using technology - mainly phone
applications.
4.2
Preimo Urban Mobility - Image & Uniform
Image
& Uniform standards are of utmost importance, as clients have certain
expectations of chauffeurs from Preimo Urban Mobility.
4.2.1.
Chauffeur
must adhere to specific dress code guidelines checked daily by Smart Eyes which
include:
▪
Black
Suit
▪
Black
Polished Shoes
▪
Black
Socks
▪
Black
Tie
▪
Black
Belt
▪
White
Dress Shirt
4.2.2.
Chauffeur
must adhere to specific Appearance and Hygiene guidelines as it is of prime
importance, always monitored by Preimo Urban Mobility Clients.
▪
Chauffeurs
must be properly groomed and shaved
▪
All
attire must be clean and pressed
▪
Shoes
must be clean and polished
▪
Conservative
Jewellery (no earrings or long hair)
▪
Maintain
a high level of personal hygiene
▪
No
strong perfume
4.3
While on duty representing the Preimo Urban Mobility brand
Chauffeurs
must always conduct themselves in a professional manner and treat their
colleagues and customers with respect.
4.3.1 Safety and Security: Chauffeurs must conduct
themselves in a way that preserves their safety and the safety of their
passengers. They must follow all traffic rules and regulations and ensure that
their driving is always safe.
4.3.2 Respectful Behaviour: Chauffeurs must always treat
their passengers with respect, kindness, and courtesy. They should be polite,
patient, and helpful.
4.3.3 Confidentiality: Chauffeurs must always maintain the
privacy and confidentiality of their passengers. They should not share any
personal information or details about their passengers with anyone else.
4.3.4 Professionalism: Chauffeurs should always maintain a
professional appearance and demeanour. They should be properly groomed, neatly
dressed in a black suit and tie, and wear conservative jewellery.
4.3.5 Punctuality: Chauffeurs must always arrive on time
and be ready to drive their passengers to their destination.
4.3.6 Cleanliness: Chauffeurs should ensure that the car
is clean and well-maintained. They should regularly clean the interior of the
car and ensure that it is free of any odours
4.3.7 Communication: Chauffeurs must be good communicators
and able to understand the needs and preferences of their passengers. They
should be able to communicate clearly and effectively with their passengers.
4.3.8 Conflict resolution: Chauffeurs should be able to
handle any conflicts or issues that may arise during the journey in a calm and
professional manner.
4.3.9 Previous convictions: The Chauffeur shall not have
been convicted for any offence, including but not limited to driving under the
influence of drugs or alcohol, fraud, sexual offence, a motor vehicle offence,
a crime involving property damage or theft, acts of violence, acts of terror.
4.3.10 Following the company policies: Chauffeurs must
adhere to the company policies and procedures at all times; comply with the
Conditions and the terms of this Agreement and any of its Schedules and adhere
to the guidelines provided by Preimo’s Smart Eyes
System.
4.4
Minimum Chauffeur Responsibilities
4.4.1 Vehicle: The chauffeur must ensure that the vehicle
is in good condition and well-maintained. They must perform regular vehicle
checks, including but not limited to checking the fuel level, tire pressure,
and brakes, before each journey.
4.4.2 Pre-trip vehicle inspection: Before each journey, it
is the chauffeur's responsibility to do a pre-trip vehicle visual inspection to
ensure that the car is safe, compliant and in good working condition, and that the
following amenities are properly displayed:
●
Water
●
Tissues
stored in black leather boxes
●
Universal
Charging Cable
●
Internet
Hotspot Device (with correct SSID and PW)
4.4.3 Safety and security: The chauffeur must ensure that
the passengers are safe and secure throughout the journey. They must follow all
the traffic rules and regulations and drive in a safe and responsible manner.
4.4.4 Client Satisfaction: The chauffeur must ensure that
the passengers are satisfied with their experience. They should be polite,
patient, and helpful throughout the journey.
4.4.5 On-time service: The chauffeur must arrive on time
and be ready to drive the passengers to their destination. In case of delay,
accident, heavy congestion chauffeur must immediately notify the operations
executive on duty.
4.4.6 Avoiding alcohol: The chauffeur must avoid alcohol
for at least 24 hours before starting work.
4.4.7 Reporting incidents and complaints: In case of any
incidents or complaints, the chauffeur must inform the operations executives on
duty immediately.
4.4.8 Medical Fitness: The chauffeur must be in a fit
state for work and aware of the impact of activities such as recreational
activities, sports, insufficient sleep, stressful situations, and the
consumption of alcohol that can impact their fitness for work. They should
inform their immediate supervisor immediately if they become unfit for duty due
to medical ailment and must seek medical advice.
4.4.9 Responsibility for the vehicle: The chauffeur is
responsible for the vehicle during the trip and must report any incidents or
damages caused by the chauffeur to the operations executive on duty
immediately.
4.4.10 Image & Uniform: Ensure that Image & uniform
is up to standard. Inclusive of maintaining the uniform and company assets as
per the guidelines shared in the Chauffeur Training Material.
Processed Data
For
the purposes of Clause 8, the
parties set out below a description of the Processed Data being processed under
these Conditions.
1.
Types of Personal Data
Name, title, job title,
mobile phone number,
email address, business
contact details, online account
details (e.g. name, email
address and any password or username linked to them), online identifiers
provided by devices, applications, tools or protocols (e.g. IP addresses, cookie identifiers and location data), private address
(including previous residential addresses), private contact details,
booking data such as the date and time, records of complaints and lost
property, bank account or, credit/debit card information, regulatory
information, telematics data, geo-location data, Wi-Fi usage data, any notes taken to help deliver the ground transportation services and health data
(where applicable).
2.
Duration of Processing
Until
the latest of (a) termination of these Conditions in accordance with its terms;
or (b) the date upon which processing is no longer necessary for the purposes
of either party performing its respective obligations under these Conditions (to the extent applicable) or (c) processing for the purpose
of compliance with Applicable Law and/or
regulatory requirements.
3.
Nature of Processing
Collection, storage,
duplication, transfer, electronic viewing, deletion and destruction.
4.
Purpose of Processing
The
provision of ground transportation services, to communicate directly with data subjects
for the purpose of providing the Services.
5.
Categories of data subject
Preimo’s officers, employees, customers and temporary staff of Preimo, and partners, complainants, correspondents, enquirers, suppliers, advisers, consultants, professional experts and anyone else authorised by Preimo to use the Services.