TRANSPORTATION PROVIDERS AND USERS AGREEMENT

This Agreement between Transportation Providers and Users (Agreement) is made between the Transportation Providers and Users.

When the Transportation Providers and Users engage in the specific terms of provision and usage of Transportation Services (Specific Terms) via the System, it is deemed that both parties have read, understood and agreed with their the rights and obligations pursuant to the following Agreement.

This Agreement and Specific Terms constitute a proper agreement between both parties related to the Transportation Services.

  1. Definitions and interpretations

In this Agreement, the following terms have the following meaning:

Specific Terms is defined at the above beginning.

Policies mean any policies, guidelines or directions applicable to Users, as notified by the Company from time to time, and as may be updated by the Company from time to time.

Company means Tech MS Vietnam Joint Stock Company.

S-FOOD Merchant or Restaurant means the restaurant, eatery, store, café, bar, cart, stall or other merchant who provides the F&B Items ordered by a User via the User Application

User Fees mean the fee which the Transportation Providers are entitled to charge the User a fee for the Transportation Services, which may include:

  • a fee for each instance of Transportation Services;
  • any tolls, road-usage charges, parking charges, and building or area entrance charges necessarily incurred by the Transportation Providers when the Users or the goods are on-board the Vehicle during (but not before or after) such provision of Transportation Services (without mark-up);
  • any applicable cancellation charges; and
  • any applicable taxes calculated in accordance with Applicable Law.

Transportation Services mean the transportation services provided by Transportation Providers when they are connected to the Users via the System. The detailed Transportation Services will be agreed in the Specific Terms. The execution of the Transportation Services will comply with the regulations of the E-agreement and the relevant Applicable Law.

Terms of Use means the M-SPEED User Terms of Use when using the System.

S-BIKE is the Transportation Service provided by the Transportation Provider using a two-wheel motorised Vehicle (motorcycle) to transport a User from a pick-up location to a destination location designated by the User.

S-FOOD means the Transportation Service provided by a Transportation Provider, which allows a User to order F&B Items from menus of S-FOOD Merchants listed in the User Application, which will be delivered by the Transportation Provider.

S-SEND means the Transportation Service provided by a Transportation Provider, to transport Goods in a Vehicle from a pick-up location designated by the User to a third party recipient at a destination location designated by the User

Goods means the goods or other items sent or to be sent by a User to a third party recipient by using S-SEND.

System means the system provided by M-SPEED to connect Transportation Providers with Users, including the Driver Application, the User Application and related software, websites, platforms, payment services and other support systems and services, including the Websites. For the avoidance of doubt, the System provided by M-SPEED does not include the Transportation Services themselves, as these are provided by Transportation Providers directly to the User.

E-agreement means the electronic agreement entered into by the Transportation Providers and Users via the System to execute the provision and usage of Transportation Services, including the Specific Terms and this Agreement.

Applicable Law means all Applicable Law, by-laws, enactments, regulations, regulatory policies, ordinances, protocols, industry codes, road traffic codes, regulatory permits, regulatory licences or requirements of any court, tribunal or governmental, statutory, regulatory, judicial, administrative or supervisory authority or body, which are in force from time to time during the term of this Agreement;

User means a registered end user of the User Application, using the Transportation Services and entering the E-agreement with the Transportation Providers via the System.

Transportation Providers mean the independent providers, providing the Transportation Services

F&B Items means the food and/or drinks a User can purchase from the S-FOOD Merchant via S-FOOD.

Mobile Device is the smartphone, tablet or other mobile device owned or controlled by the Users which the Users use to connect to the Driver Application.

Agreement is defined at the above beginning.

Websites means any websites operated by M-SPEED Group Companies (as defined in the Terms of Use) from time to time

User Application means the electronic application supplied by M-SPEED and/or M-SPEED Group Companies for Users to connect with Transportation Providers

Driver Application means the electronic application supplied by M-SPEED and/or M-SPEED Group Companies for Transportation Providers to connect with Users.

Vehicle means the vehicle used by a Transportation Provider for the purpose of providing Transportation Services.

  1. Rights and obligations of the Transportation Providers

2.1 Rights of the Transportation Providers

(a) is fully paid the User Fees by the User pursuant to the engaged E-agreement.

(b) Report any violations of the Users to the Company or denounce and make complaints to competent authorities when the Users have any violations of the E-agreement, Terms of Use, Policies or Applicable Law, including but not limited to infringements of life, health, honor, and dignity of Transportation Providers or other third parties; not paying Full User Fees for Transportation Providers; storing and using weapons; storing and using drugs and forbidden substances.

(c) Accept or reject to provide Transportation Services for any reasons, including but not limited to reject orders or other requests of the Users if they reasonably respect a breach mentioned at Article 2.1(b).

(d) Cancel the Transportation Services if the Users are not present at the prior appointed location or at the time of being clearly determined via the User Application.

(e) Relating to S-FOOD service, the Transportation Providers are not liable for:

(i) the condition of F&B Items;

(ii) the quality of F&B Items; or

(iii) the difference of price between the one shown on the S-FOOD service in the User Application and the one charged by the S-FOOD Merchant where the Users order the F&B Items.

(f) Relating to S-SEND service:

(i) is not liable for providing boxes, packages and damages due to improper packaging;

(ii) is allowed to check the package to ensure that the Goods are consistent with the Users’ description;

(iii) may leave the Goods with any person present at the User’s designated destination location or otherwise handle the Goods as required by Applicable Law, if the intended recipient is not present at such location at the time of delivery; and

(iv) return the Goods to the User’s designated pick-up location if the intended recipient refuses to accept the Goods, or if there is no person available to receive the Goods at the User’s designated destination location.

(g) Related to S-BIKE service, the Transportation Provider can request the Users to wear a helmet.

Obligations of the Transportation Providers

(a) Provide itinerary and fee sufficiently, exactly and honestly.

(b) Deliver the Goods to the location as requested by the Users via the User Application (for S-SEND service).

(c) Transport the Users to the location designated via the User Application (for S-BIKE service).

(d) Deliver the F&B Items to the address designated by the Users via User Application (for S-FOOD service).

(e) Implement the Applicable Law, including the prevailing traffic laws and regulations.

(f) Be liable for compensating any loss to the Users due to their fault during their provision of the Transportation Services.

(g) Not keep any copy of the Users’ information and not disclose any information related to the Users in any forms to any person, organisation.

(h) Not use any information related to the Users to implement any fraud, violating acts.

(i) Not harass or annoy the Users; not threaten or force the Users to use the Transportation Services.

(j) Contact the Users or any person designated by the Users (call) right after entering into the E-agreement to confirm the starting location (pick up the Users or any person designated by the Users, receive the Goods or F&B Items) and inform the estimated time to be present at the pick-up location.

(k) If necessary, to confirm the relevant information of the Users such as name, telephone number, itinerary, fee and/ or payment method to avoid any mistakes, inconvenience for the Users.

(l) Be careful and concentrated when driving Vehicles during the process of providing Transportation Services, not using beers, alcoholic drinks, drugs or other stimulants which can lead to unawaress, no phone calls, texting while on the move.

(m) Not intentionally or unintentionally, do any acts which can make either the Users or the Transportation Providers in danger.

(n) Excluding User Fees, not request the Users to pay extra money in any forms, including but not limited to the bonus from the Users.

  1. Rights and obligations of the Users

3.1 Rights of the Users

(a) Is guaranteed for the quality of the Transportation Services, picked and transported (for S-BIKE services) and is delivered goods (for S-FOOD and S-SEND) to the location designated in the E-Agreement when both parties use the System.

(b) Request the Transportation Providers to comply with the Applicable Law, including law on road traffic.

(c) Request the Transportation Providers to implement the safety methods to ensure the safety of the Users.

(d) Provide feedback on the Transportation Providers related to provision of Transportation Services; submit claims if the Transportation Providers have any breach to the E-agreement or Applicable Law.

(e) Reserve the right to have information related to the Transportation Providers, itinerary to compare with the information in the E-agreement mutually engaged.

(f) Request for compensation if the Transportation Providers cause any loss to the Users, F&B Items or Goods, as the case may be.

(g) If it is allowed by the Specific Terms (presented in the User Application), the Users can cancel the particular Transportation Services prior to its start provided the User may be subject to the cancellation fee as mentioned in Article 3.2(h)

3.2 Rights and obligations of the Users

(a) Fully pay the Users Fee to the Transportation Providers. For S-FOOD services, any payment for relevant F&B Items are added into the User Fees which will be settled by the Users.

(b) Not disclose any information related to the Transportation Providers to any organisations or person.

(c) Not use any information related to the Transportation Providers to conduct any violation pursuant to the Applicable Law.

(d) Not harass, annoy the Transportation Providers or contact the Transportation Providers to performance any purpose, except for using the Transportation Services.

(e) Respect the Transportation Providers, not threaten, offense or abuse of honor, dignity, life, health, property, legal rights and interests of the Transportation Providers.

(f) Be polite and civilized, not be rude, indecent, contrary to the moral standards of society.

(g) Provide the personal information sufficiently, accurately and honestly (for example: full name, address, ID card, phone number or email) and other information related to execution of the Transportation Services (destination, pick-up location, receiving and delivery location of Goods and/ or F&B Items) in order to support for E-agreement between the Transportation Providers and the Users.

(h) Pay the cancellation in the following circumstances (if applicable):

(i) The Users cancel the service after executing the E-agreement and prior to implementation of the Transportation Services;

(ii) The Transportation Providers cancel the service as:

(A) The Users are not present at the location prior or at the time designated by the User Application;

(B) The User are not present to receive the F&B Items at the location designated by the User Application, in this case, the User may be required to pay the value of F&B Items and the User Fees; or

(C) The tentative receipient of the Users reject to receive the Foods or there is no-one present to receive the Goods at the location designated by the Users, and the Transportation Providers will return the Goods at the pick-up location designated by the Users (for S-SEND service), in this case, the Users may be required to pay the User Fees.

(i) Not cause any damage to life, health, honor, dignity, property, legitimate rights and interests of third parties during the use of Transportation Services.

(j) Do not use the Transportation Services to commit a crime or commit any action contrary to the Applicable Law.

(k) When the Transportation Services include the fact that the Transportation Providers deliver, pick up or buy goods on behalf of the Users, the Users agree and grant the Transportation Providers the proper rights and authorisation to perform the services.

(l) The Users will take liability for their safety during the use of Transportation Services, and the Users may take all necessary precautions.

  1. Payment

The Users will pay the User Fees in Vietnam Dong via the applicable payment method in the User Application from time to time, in accordance with the regulations of the E-agreement and Terms of Use.

  1. Compensation

In case either the Users or the Transportation Providers are damaged by a fault of either, the defaulting party is required to compensate the non-defaulting party.

The value of compensation is subject to the Applicable Law.

  1. Dispute settlement

All disputes relating to the E-agreement are initially resolved by negotiation. If both parties fail to reach an agreement within a reasonable period of time, they shall be brought to a competent court for settlement. Without prejudice to the Transportation Providers as the only party responsible for the User in relation to the Transportation Services, the parties agree that the Company has the right to participate for supporting the settlement of the dispute and complaint between the parties and create conditions for the parties to discuss conciliation of disputes and complaints within the scope that the Company deems reasonable and in accordance with the provisions of the Applicable Law.