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of Free Now Ireland Limited, 7-12 Baggot Court, Dublin 2, D02 F891, Ireland (hereinafter: “FREE NOW”), CRO no. 510447.
SCOPE AND MAIN TERMS
The use of the FREE NOW Driver App by drivers (the “Users”, each a “User” or (“you”), whether self-employed, or employed by another individual or company (the “Employer”), shall be governed by the following General Terms of Use (these “Terms”, or this “Agreement”). All Users shall: (a) be licensed to drive a licensed small public service vehicle (“SPSV”); and (b) own or rent (in accordance with Applicable Laws (as defined below)) an SPSV, be entitled to use and be in possession of it, and in each case, possess all required licenses that are valid and effective at all times during the use of the FREE NOW Driver App by the User. All taxi, hackney or limousine transportation services and other transportation services that may be provided by an SPSV (“Transportation Services”) made available for procurement by passengers or otherwise intermediated by FREE NOW must be fulfilled by licensed SPSV drivers using vehicles appropriately licensed as SPSVs, as required under Applicable Laws. By using the FREE NOW Driver App for the first time, as well as each time the User logs in to the FREE NOW Driver App, the User is agreeing to these Terms.
FREE NOW may differentiate between the various types of Transportation Services intermediated by it through different categorisations, such as “Premium”, “Match Services” and other mobility services provided by third parties. FREE NOW may also distinguish between Transportation Services provided to consumers and to business. In each case, different terms or fees may apply in respect of each, as detailed in this Agreement and/or the applicable FREE NOW price list, which is made available via the FREE NOW Driver App, FREE NOW’s website free-now.com/ie/ (the “Website”) and in the FREE NOW Driver App, as may be updated from time to time (the “Schedule of Fees (Procurement Fees)”).
NOTE: You shall be bound at all times during the use of the FREE NOW Driver App by the regulations applicable to you within the scope of your use of the services of FREE NOW, in particular by the Taxi Regulation Acts 2013 and 2016, as amended from time to time, and all regulations made thereunder, including the Taxi Regulation (Small Public Service Vehicle) Regulations 2015, and any other applicable local taxi transportation laws, regulations and guidance relating to transportation by taxi, hackney or limousine (together, “Applicable Laws”). You may accept requests for Transportation Services by passengers (“Requests”) only to the extent and insofar as admissible in accordance with Applicable Laws.
1. FREE NOW Services
1.1 FREE NOW procures potential passengers looking for Transportation Services using FREE NOW. Procurement is effected by means of the FREE NOW Driver App, which FREE NOW provides to the User for this purpose through web-enabled mobile end-devices, in particular smartphones, ("End-Devices") in accordance with these Terms. The procurement services rendered by FREE NOW and the terms thereof shall be governed by the General Terms and Conditions for Operators of Mobility Services (FREE NOW Procurement Framework Agreement (“Operator GTCs”), which apply in addition to these Terms. If you are a self-employed User, you are subject to the Operator GTCs as well as these Terms.
1.2 The User shall be solely responsible for internet access, technical requirements, and the configuration and capability of the End-Device for using the FREE NOW Driver App, and for the required software and hardware being up to date and compatible with the FREE NOW Driver App, at their own expense.
2. Availability
2.1 FREE NOW cannot guarantee the continuous and uninterrupted availability or operation of the FREE NOW Driver App and does not promise that the use of the FREE NOW Driver App will always be secure, available, uninterrupted, or free of errors, or that any problems, defects, breakages or network security vulnerabilities in the FREE NOW Driver App will be corrected. The FREE NOW Driver App is provided on an ‘as is and ‘as available’ basis, and all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, hereby excluded. FREE NOW shall endeavour to achieve maximum possible availability and to resolve any disruptions as quickly as reasonably possible. FREE NOW shall not be liable for any damage caused by errors or omissions, inaccuracy or incompleteness of any information, instructions or scripts provided by the User while using the FREE NOW Driver App.
2.2 FREE NOW shall be entitled to discontinue the services offered via the FREE NOW Driver App temporarily in whole or in part without prior notice to the Users. FREE NOW shall not be liable to the User if it ceases, entirely or partially, temporarily or permanently, to make available the FREE NOW Driver App.
3. General Contractual Obligations of the User
3.1 Prior to using the FREE NOW Driver App, the User shall register with FREE NOW and furnish complete and accurate information as specified in the registration process. The User shall ensure that all such information is kept accurate and complete by notifying FREE NOW of any updates by email to dublin@free-now.com.
3.2 The User may only use the FREE NOW Driver App if the User: (i) is in possession of all licences issued by the National Transport Authority (“NTA”) and required under Applicable Laws to provide Transportation Services; (ii) provides the Transportation Services using an SPSV that is: (A) licensed by the NTA as a taxi, hackney or limousine, as appropriate, to operate in the place in which the Transportation Services are provided and to carry passengers; and (B), owned by the User, or by a third party and rented by the User, in accordance with Applicable Laws (together, the “Licences”). All such Licences shall be valid and effective at all times as required under Applicable Laws during the course of the User’s use of the FREE NOW Driver App and the provision by the User of Transportation Services. In the event that the User is not in possession of such Licences, the User shall immediately discontinue providing Transportation Services via the FREE NOW Driver App.
3.3 The End-Device required for using the FREE NOW Driver App shall be safely mounted in the SPSV at all times during the provision by the User of the Transportation Services, in compliance with all applicable safety and road traffic regulations, including, but not limited to the Road Traffic Acts 1961 to 2018 (“Road Safety Laws”). The User shall comply with all Road Safety Laws while using the End-Device during the provision of the Transportation Services.
3.4 Whilst actively providing the Transportation Services, the User shall update the status of the User’s SPSV as ‘free’ or ‘engaged’ in the FREE NOW Driver App, this is because only Users showing their status as being ‘free’ shall be able to view and accept new Requests.
3.5 Upon acceptance of a Request (including a pre-booked Request (a “Pre-Booking Request”)), the User shall not fail to fulfil the Request in full without a valid and acceptable reason and without furnishing proof thereof to FREE NOW.
3.6 The User shall use the FREE NOW Driver App only for lawful purposes and as permitted by these Terms. Except to the extent that FREE NOW cannot prohibit such acts by law, the User shall not:
3.6.1 use the FREE NOW Driver App in any unlawful or fraudulent manner, for any unlawful or illegal purpose, or in any manner inconsistent with these Terms, act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the FREE NOW Driver App, any related operating system or any digital content, software, systems or networks owned or licenced by any third party;
3.6.2 translate, adapt, vary, modify, disassemble, decompile or reverse engineer the FREE NOW Driver App or create derivative works of the same for any purpose (including error correction or any other type of maintenance) without FREE NOW’s prior written consent;
3.6.3 do anything which might infringe, prejudice or otherwise affect the validity of FREE NOW 's intellectual property rights or those of any third party through the User's use of the FREE NOW Driver App, including the submission of any material (to the extent that such use is not licensed by these Terms);
3.6.4 transmit any material that is defamatory, offensive, threatening or otherwise objectionable as part of the User's use of the FREE NOW Driver App;
3.6.5 use the FREE NOW Driver App in a way that could damage, disable, overburden, impair or compromise FREE NOW 's systems or security or interfere with other Users or collect or harvest any information or data from any of FREE NOW's systems, save as may be permitted in these Terms or in the Operator GTCs (if applicable);
3.6.6 use the FREE NOW Driver App in any way that causes or may cause damage to the reputation of FREE NOW;
3.6.7 use the FREE NOW Driver App to send any unsolicited or unauthorised advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
3.6.8 use the FREE NOW Driver App for any commercial purpose or the benefit of any third party or in any manner except as permitted by these Terms;
impersonate or misrepresent the User's affiliation with any person or entity (including FREE NOW);
3.6.9 use the FREE NOW Driver App in any manner which is incompatible with the interests of FREE NOW, any of its affiliates, partners, other Users, passengers or Transport Operators (as defined in the Operator GTCs);
3.6.10 provide, or otherwise make available, the FREE NOW Driver App in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written consent from FREE NOW; and/or
3.6.11 cause, authorise, encourage or enable any other individual to do any of the foregoing.
3.7 The User agrees and acknowledges that FREE NOW shall not be liable, and accepts no responsibility, for any matter related to the behaviour of passengers, potential passengers (whether passengers of of the User or of any other Users), other Users or third parties.
3.8 At all times during his or her use of the FREE NOW Driver App, the User shall not engage in any criminal, illegal or other behaviour that causes or may cause damage to the reputation of FREE NOW.
3.9 The User is not authorised to use the logo of FREE NOW (and/or any other registered or unregistered trademark associated with FREE NOW’s services) or mention the name of FREE NOW (and/or any other registered or unregistered trademark associated with FREE NOW’s services) for its own purposes without the prior written consent of FREE NOW.
4. Software
4.1 The User shall use the FREE NOW Driver App in a manner so as not to impair, overload or damage it and not to jeopardise or bypass the intended purpose of the FREE NOW Driver App. The User shall neither personally, nor through third parties, bypass or modify the security precautions of the FREE NOW Driver App.
4.2 The User acknowledges that all intellectual property rights in the FREE NOW Driver App shall remain with FREE NOW, other than the permission to use the FREE NOW Driver App in accordance with these Terms. The User acknowledges that it has no right to have access to the FREE NOW Driver App in either object or source-code form.
4.3 In consideration of the User agreeing to abide by these Terms, FREE NOW grants to the User a limited, non-exclusive, non-transferable, revocable, royalty-free licence to use the FREE NOW Driver Application, on these Terms, solely for the purpose of the User making available the Transportation Services through the FREE NOW Driver App until terminated in accordance with these Terms.
4.4 The User shall keep his/her username and password safe and shall not disclose either to third parties, or provide them with access to the FREE NOW Driver App. The User shall be solely responsible for the confidentiality and security of his/her account. Any unauthorised third-party use must immediately be reported to FREE NOW.
4.5 FREE NOW reserves the right to modify the software at any time in order to further develop the software and improve it in terms of quality. FREE NOW or the manufacturer of your End-Device may also require the User to update the FREE NOW Driver App. FREE NOW cannot guarantee that any updated version of the FREE NOW Driver App shall continue to be compatible with your End-Device or its operating system.
5. Responsibility for Content
5.1 The responsibility for content published on or transferred via the Website or other media used by FREE NOW (such as Facebook) (together, “Media”) shall be solely borne by the publishing party. Said publishing party is obliged to follow the law maintaining proper morals and imperative objectiveness. FREE NOW shall not assume any liability whatsoever for any third-party content published on Media, whether by the User or any third party.
5.2 Any User-generated content shall not be harmful, unlawful, harassing, threatening, defamatory, abusive, violent, obscene, hateful, racially or ethnically offensive, otherwise objectionable or otherwise in breach or violation of laws relating to the publication or spreading of harmful content online or generally.
5.3 FREE NOW has the right, but not the obligation, to remove any User-generated content on Media that violates section 5.2. FREE NOW is not required to verify any the accuracy or truthfulness of any content made available of any Media and asserts all rights available to it under law. Any reliance on User and third party generated-content, such as reviews, is solely at the User's or third party’s risk and the User agrees that FREE NOW shall have no liability relating to the accuracy, truthfulness of any such content. FREE NOW assumes no responsibility for any third party content published on or transferred via the Media and will not be liable to the User for any loss or damage that may arise in relation to any reliance on such third party content. However, and without prejudice to the foregoing, FREE NOW may immediately delete any publication violating the above rules.
6. Tracking, Third-Party Information
6.1 In order for FREE NOW to provide its intermediation services to Users and passengers, the current location of the passenger seeking Transportation Services, and Users available to provide Transportation Services at the relevant time, are tracked using geo-location, provided that geo-location services have been activated. Failure to activate the geo-location services by a User shall prevent the provision of the intermediation services to that User by FREE NOW.
6.2 Any personal data (as such term is defined in the GDPR, itself defined below) of passengers, or potential passengers, that is shared with a User via the FREE NOW Driver App, must not be used by the User for any purposes other than providing the Transportation Services, and must not be disclosed to third parties by the User without the prior consent of FREE NOW and the passenger or potential passengers. Users shall comply with all of their obligations under the GDPR and any other applicable laws relating to data protection, including the Data Protection Acts 1998-2018, and any guidance issued by the Data Protection Commission in Ireland.
7. Exclusion from Use, Rating System and Ranking, Payments
7.1 In the event of any breach by a User of any obligations under these Terms, the Operator GTCs (if applicable), or arising under Applicable Laws, the User may be restricted, suspended or excluded from the use of the FREE NOW Driver App, whether temporarily or permanently or in whole or in part. The grounds for any such restriction, suspension or exclusion, and the procedures that shall be followed by FREE NOW are set out at section 9 below.
7.2 The User agrees and accepts that the passengers transported by the User may rate the services rendered by the User (both the User and the User’s SPSV). The User further agrees to aggregated, non-anonymised ratings of the User being published on the FREE NOW Driver App and on the FREE NOW Passenger Application. Such ratings shall be available for so long as the User provides Transportation Services via the FREE NOW Driver App. For details regarding the rating system, Users are referred to FREE NOW’s Privacy Notice, linked in section 11 below.
7.3 When a passenger makes a Request, that Request is notified to Users near the location of the passenger through the FREE NOW Driver App. As well as proximity to the passenger, the main parameters taken into account by FREE NOW in determining who receives notification of a Request are: Ratings of Users as provided by previous passengers in accordance with section 7.2 above; and, the status of a User as a 'FREE NOW Ambassador’, being FREE NOW’s driver loyalty and reward programme (information on this programme is available here). These parameters play a determinative role in deciding who receives notification of a Request in order to ensure passengers receive a timely service, as well as providing a reward to Users who provide high quality services. if the User is notified of a Request, the Request may be accepted by a User by pressing the “ACCEPT” button.
7.4 In the case of a Pre-Booking Request, the Pre-Booking Request is notified to Users through the FREE NOW Driver App. FREE NOW Ambassadors shall also receive priority access to Pre-Booking Requests. Any User so notified shall be free to accept the Request, and the Request shall be accepted by the first Driver to press the “ACCEPT” button.
7.5 The processing of payments received from passengers by Users is addressed at section 5 of the Operator GTCs. Notwithstanding that FREE NOW shall be authorised to invoice the price payable by a passenger in accordance with the Operator GTCs, a User shall be obliged to provide a passenger with a copy of a receipt in respect of amounts paid to the User by the passenger if so requested by the passenger.
7.6 In accordance with section 13.8 below, FREE NOW reserves the right, following and compliance with the provisions of the Fraud Policy (as defined at section 13.7 below) to withhold any payment that may otherwise constitute sums due to a User that is deemed to arise out of, or in connection with, any Fraudulent Activities (as defined in the Fraud Policy) of a Transport Operator (as defined in the Operator GTCs).
8. Termination
8.1 Subject to any agreement that FREE NOW may have with an Employer of the User, the User may terminate these Terms with immediate effect, and without giving any reason, at any time by giving notice to FREE NOW (including by email). For the purpose of this section and to effect termination of these Terms, it is sufficient for a User to simply uninstall the FREE NOW Driver App from his/her End-device.
8.2 The occurrence of an Event of Default (as defined below) shall constitute a repudiation (but not a termination) of this Agreement by the User (whether the occurrence of that Event of Default is voluntary, involuntary or occurs by operation of law or pursuant to any decree or order of any court). If an Event of Default occurs then FREE NOW may, at its option (and without prejudice to any other rights or remedies which it may have under this Agreement or otherwise): (i) restrict or suspend the operation of this Agreement for such period of time as it, in its absolute discretion, sees fit in accordance with section 9.3; (ii) accept such repudiation and by notice to the User and with immediate effect terminate the engagement of the User in accordance with section 9.4; and/or (iii) proceed by appropriate court or other action to enforce performance of this Agreement and/or to recover damages for the breach of this Agreement.
8.3 For the purposes of this Agreement, each of the following shall be an “Event of Default”: (i) the occurrence of any of the events described at section 9.4; (ii) if the User is an employee, that User’s Employer ceases to be bound by the Operator GTCs; (iii) the User becomes of unsound mind, commits any serious act of dishonesty or repeated acts of dishonesty; or (iv) the User ceases to be engaged in the provision of Transportation Services.
8.4 FREE NOW reserves the right to set the User’s account to “inactive” if the User does not provide any Transportation Services via FREE NOW for an unbroken period of at least three (3) months. In such event, FREE NOW shall inform the User of the taking of this action and, as a result, the User shall no longer be able to receive any Requests. The User may request to have its account re-opened, such request to be made under the Contact Form section of the Website.
8.5 Upon termination of this Agreement, for any reason, including any termination by FREE NOW: (i) all rights granted to the User under these Terms shall cease; (ii) the User must cease all activities authorised by these Terms, including the provision of Transportation Services through the FREE NOW Driver App; (iii) the User must immediately remove the FREE NOW Driver App from any End-Device in the User’s possession; (iv) the User undertakes to return to FREE NOW all data, materials and/or equipment belonging to FREE NOW; and (v) the User remains bound by the obligations set forth herein which are intended to survive termination, all of which shall continue to bind the User following termination of this Agreement. With respect to personal data which FREE NOW maintains after termination of the Agreement, please refer to FREE NOW’s Driver’s Privacy Notice.
9. Exclusion from Use
9.1 The reliability of the Users operating on the FREE NOW Platform is of great importance for FREE NOW. For this reason, the User may be restricted, suspended or excluded from the use of the FREE NOW services, whether temporarily or permanently or in whole or in part, in the sole discretion of FREE NOW, on any one or more of the following grounds: (i) a proven or suspected material breach of this Agreement; (ii) a proven or suspected breach of these Terms; (iii) failure to comply with Applicable Laws or Road Safety Laws; (iv) failure to comply with the Fraud Policy (as defined at section 13.7 below) and/or engaging in Fraudulent Activities (as defined in the Fraud Policy); or (v) any other action(s) that, in the opinion of FREE NOW constitute a repudiation of these Terms (together the “Grounds”).
9.2 For the purposes of section 9,1, a “breach” includes, but is not limited to: (i) the cancellation of a Request (including a Pre-Booking Request) after accepting it without a proven reasonable cause; (ii) repeated violations of these Terms, Applicable Laws or Road Safety Laws, and/or any other applicable contractual terms or legal provisions; (iii) criminal conviction or behaviour or in the event of an arrest of the User by authorities; or (iv) severe and/or repeated complaints by passengers against the User.
9.3 Where FREE NOW decides to restrict or suspend the provision of its intermediation services to the User under this Agreement on any one or more of the Grounds (an “Excluded Party”), it shall, no later than the notification of the restriction or suspension, provide the Excluded Party (and, where relevant, the Employer) with a statement of the reasons for that decision in writing (which may include email).
9.4 Where FREE NOW decides to terminate the provision of its intermediation services to a User under this Agreement on any one or more of the Grounds (a “Terminated Party”), it shall provide the Terminated Party (and, where relevant, the Employer), at least thirty (30) days prior to the termination taking effect, with a statement of the reasons for that decision in writing (which may include email).
9.5 In the case of a restriction, suspension or termination, the Excluded Party/Terminated Party/Employer shall have the opportunity to make representations, including to clarify the facts and circumstances giving rise to the restriction, suspension or termination, as applicable, through FREE NOW’s internal complaint-handling process set out in section 12 below, and FREE NOW may amend or revoke the decision taken by FREE NOW in accordance with section 9.3 or section 9.4, as appropriate. In the event of FREE NOW revoking any such decision, it shall re-instate the Excluded Party’s/Terminated Party’s access to FREE NOW’s intermediation services and the FREE NOW Driver App without undue delay and shall, if requested, provide the Excluded Party/ Terminated Party with any access to personal or other data, or both, to which it is entitled that resulted from its use of FREE NOW’s intermediation services or the FREE NOW Driver App prior to the restriction, suspension or termination having taken effect.
9.6 The notice period in section 9.4 shall not apply where FREE NOW: (i) is subject to a legal or regulatory obligation which requires it to terminate the provision of its intermediation services to a Terminated Party in a manner which does not allow it to respect that notice period; (ii) is entitled to terminate under applicable law; (iii) has, in accordance with the process set out in the Fraud Policy, determined that the Terminated Party has repeatedly breached the Fraud Policy and/or repeatedly engaged in Fraudulent Activities; or (iv) can demonstrate that the Terminated Party has on more than one occasion infringed these Terms. In such event, the User shall be provided with a statement of reasons for that decision in writing (which may include email) without undue delay.
9.7 Any statement of reasons given in accordance with this section 9 shall describe the specific facts or circumstances, including contents of any third-party notifications, that led to FREE NOW’s decision as well as the relevant Grounds.
9.8 FREE NOW is not obliged to provide a statement of reasons to the Excluded Party/Terminated Party/Employer where it is subject to a legal or regulatory obligation not to provide the specific facts or circumstances or the reference to the applicable Ground or Grounds, or where FREE NOW can demonstrate that the Excluded Party/Terminated Party/Employer concerned has on more than one occasion infringed these Terms, resulting in termination of the provision of the whole of the online intermediation services in question.
10. Liability
10.1 Nothing in these Terms shall exclude or limit any way the liability of either party: for death or personal injury caused by negligence; for fraud or fraudulent misrepresentation; or, for any matter for which it would be illegal or unlawful to exclude or limit, or attempt to exclude or limit, a party's liability.
10.2 Subject to the foregoing paragraph and to the fullest extent permitted by law, and unless otherwise stated in these Terms, FREE NOW accepts no liability for any liabilities, claims, demands, costs, expenses, obligations, damages, judgments, proceedings, actions and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses, including interest, penalties and reasonable legal fees) (“Losses”) incurred by the User and whether caused by tort (including negligence) or for breach of contract or otherwise, even if foreseeable, including (without limit) for any:
(i) loss of income or revenue;
(ii) loss of business;
(iii) loss of opportunity, goodwill or reputation;
(iv) loss of profits or contracts (whether actual or anticipated);
(v) loss of anticipated savings;
(vi) loss of, damage to or corruption of data;
(vii) waste of management or office time; or
(viii) any indirect or consequential loss howsoever caused,
in any case whether arising out of, or in connection with, or in relation to or otherwise out of or in connection with or in relation to these Terms or any transaction or matter contemplated by these Terms.
10.3 In the event that FREE NOW is found to be liable to the User for any reason, the sums payable to the User in respect of such liability shall not in any circumstances exceed €1,200.
10.4 Neither party shall be liable to the other in contract, tort (including, without limitation, negligence) nor otherwise for any failure or delay in the performance of any of its obligations under these Terms which is caused by any event or circumstances beyond its control.
10.5 Nothing in these Terms shall or shall be deemed to relieve either party of any common law duty to mitigate any loss or damage incurred by it.
10.6 The User shall indemnify and keep indemnified FREE NOW from and against any and all Losses arising out of or in connection with the use of the FREE NOW Driver App or any breach of these Terms, including, but not limited to, any claim by a third party in connection with the provision of the Transportation Services by the User.
10.7 The User shall immediately notify FREE NOW of any actual or threatened claim under clause 10.6 and provide FREE NOW with all relevant information relating to the claim.
11. Data Protection
The Users are aware and accept that personal data shall be collected, processed and used by them and by FREE NOW in connection with any intermediation services provided by FREE NOW through FREE NOW Driver App, in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 ("GDPR") and any implementing national laws (including the Data Protection Acts 1998-2018). FREE NOW’s Privacy Notice shall apply in respect of any such processing and is available here.
12. Complaints
12.1 FREE NOW provides an electronic tool on the Website to allow the Driver to submit complaints, which will be handled by FREE NOW’s internal complaints handling team. FREE NOW shall only handle complaints made in the manner prescribed on the Website. A link to this complaints tool is available here via the ‘Help’ section provided in the FREE NOW Driver App.
12.2 FREE NOW shall process and respond to any complaint lodged swiftly and effectively, taking into account the importance and complexity of any issue raised and shall communicate to the complainant the outcome of the internal complaint-handling process.
13 Final Provisions
13.1 These Terms, together with the documents referred to herein, constitute the entire agreement between the parties with respect to its subject matter, and supersede all prior written and oral arrangements, understandings, representations, warranties and agreements between them in that regard (if any). Each party acknowledges that it is not relying, and will not seek to rely, on any arrangement, understanding, representation, warranty, agreement, term or condition which is not expressly set out in these Terms. Should any provision of these Terms be invalid or unenforceable or should they contain a gap, this shall not affect the validity of the remaining provisions. Instead of the invalid provision or for the remediation of the gap a provision shall be incorporated to give effect to the purpose of these Terms.
13.2 The Irish courts shall have jurisdiction to hear, determine and settle any dispute arising out of, or in connection with, these Terms and any non-contractual obligations arising out of, or in connection with them. The parties submit to the jurisdiction of the Irish courts for that purpose.
13.3 These Terms and any non-contractual obligations arising out of, or in connection with them, shall be governed by and construed in accordance with Irish law.
13.4 The User may not assign, transfer any rights, or purport to transfer, sub-contract or delegate any of its obligations, under these Terms without FREE NOW's prior written consent. Any attempt by the User to so assign, transfer, transfer, sub-contract or delegate without such consent shall be void. FREE NOW may assign or transfer the benefit of any rights under these Terms, at its sole discretion, without restriction. The User agrees that FREE NOW may at any time during the currency of this Agreement transfer by way of novation its rights and obligations under this Agreement, and, upon completion of any such novation (including the assumption by the transferee of all of FREE NOW’s remaining obligations under this Agreement). FREE NOW shall be released from, and shall have no further obligations under, this Agreement. The User shall promptly execute all documents reasonably requested by FREE NOW to effect, perfect, record or implement any such novation, and shall promptly comply with any other reasonable requests of FREE NOW or its successors or assigns in respect of any such novation. Subject to the foregoing, these Terms will bind to the benefit of the parties, their successors and permitted assigns.
13.5 FREE NOW reserves the right to amend these Terms upon written notice to the User of at least fifteen (15) working days prior to the amendment taking effect, provided that the User shall be entitled to refuse any such amendment and terminate these Terms upon the provision of written notice. If the User does not exercise its right to termination within the notice period, it shall be deemed to have accepted such amendment. Continued use of the FREE NOW Driver App after the notification of amendments has taken place shall be deemed acceptance of such amendment. In the event of the User terminating these Terms, he/she shall immediately cease use of the FREE NOW Driver App.
13.6 The notice period set out in section 13.5 shall not apply where FREE NOW: (i) is subject to a legal or regulatory obligation which requires it to amend these Terms; (ii) has to amend these Terms exceptionally to address an unforeseen and imminent danger related to defending the FREE NOW Platform, the FREE NOW Services or any users thereof, consumers or business users, from fraud, malware, spam, data breaches or other cybersecurity risks.
13.7 The Transport Operator undertakes to comply at all times with Free Now’s Fraud Policy, available here (the “Fraud Policy”). In the event of any breach of the Fraud Policy by the Transport Operator, FREE NOW shall be entitled, in accordance with the terms of the Fraud Policy, to terminate this Agreement immediately and without notice in accordance with section 8.
13.8 Where FREE NOW has terminated this Agreement in accordance with section 8, Free Now reserves the right, in accordance with the procedure set out in the Fraud Policy and at its sole discretion, to withhold any payment to a User that is deemed to arise out of, or in connection with, any Fraudulent Activities (as defined in the Fraud Policy) of a Transport Operator (as defined in the Operator GTCs).
13.9 Any notices or other communications required under these Terms, including those regarding any amendment to these Terms, shall be in writing and given: (i) by FREE NOW via e-mail (in each case to the address that the User provides during the registration process); or (ii) by posting on the FREE NOW Driver App. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
13. 10 The failure of FREE NOW to enforce any right or provision of these Terms shall not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorised representative of FREE NOW. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
Valid from 11 January 2023
© Free Now Ireland Limited
FREE NOW IRELAND
Address and registered address: 7-12 Baggot Court | Dublin 2
CRO no. 510447
www.free-now.com
