Supplier Terms & Conditions

Written by Super User on 30 May 2023. Posted in Uncategorised.

DEFINITIONS AND INTERPRETATION
1 In these Terms & Conditions the following definitions apply:

"Booking Payment" means a sum of £1.00 paid by a Customer via the Holler Taxi Mobile Application
upon the completion of a Customer journey and that is collected by Holler Taxi;
"Business Day" means a day other than a Saturday, Sunday or bank or public holiday;
"Commission" means an amount equal to 10% of any Customer Payment;
"Confidential Information" means any commercial, financial or technical information, information
relating to the Services, plans, know-how or trade secrets which is obviously confidential or has been
identified as such pursuant to the Contract;
"Contract" means the agreement between Holler Taxi and the Client for the use of the Services
incorporating these Terms & Conditions;
"Control" means the beneficial ownership of more than 50% of the issued share capital of a company
or the legal power to direct or cause the direction of the management of the company;
"Controller" shall have the meaning given in applicable Data Protection Laws from time to time;
"Client" means a Taxi Firm or an Individual Driver that uses the Services in accordance with these
Terms & Conditions;
"Customer" means an individual that has booked a Customer journey via the Holler Taxi Mobile
Application;
"Customer Payment" means a sum paid by a Customer via the Holler Taxi Mobile Application upon
the completion of a Customer journey and that is collected by Holler Taxi;
"Data Protection Laws" means, as binding on either party or the Services:
(a) The GDPR;
(b) The Data Protection Act 2018;
(c) Any laws which implement any such laws; and
(d) Any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;
"Data Subject" shall have the meaning in applicable Data Protection Laws from time to time;
"Fee" has the meaning given in clause 4.1;
"Force Majeure" means an event or sequence of events beyond any party's reasonable control (after
exercise of reasonable care to put in place robust backup and disaster recovery arrangements)
preventing or delaying it from performing its obligations under the Contract including an act of God,
fire, flood, lightning, earthquake, pandemic, closures resulting from government mandate or other
natural disaster; war, riot, or civil unrest; interruption or failure of supplies of power, fuel, water,
transport, equipment, or telecommunications service; or material required for the performance of the
Contract; strike, lockout or boycott, or other industrial action including strikes or other industrial disputes
involving Holler Taxi's or its suppliers’ workforce, but excluding the Client's inability to pay or
circumstances resulting in the Client's inability to pay;
"GDPR" means the General Data Protection Regulation, Regulation (EU) 2016/679;
"Holler Taxi" means Holler Services Limited incorporated and registered in England and Wales
(Company Registration Number: 13007561) whose registered office is situated at The Old Schoolhouse,
75A Jacob’s Wells Road, Bristol. BS8 1DJ
"Holler Taxi Mobile Application" means the mobile application allowing the Client to use the
functionality as set out in clause 2;
"Holler Taxi Personnel" all employees, officers, staff, other workers, agents, and consultants of Holler
Taxi, and any of its sub-contractors who are engaged in the performance of the Services from time to
time; and
"Individual Driver" means a sole trader who provides taxi services to Customers;
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"Intellectual Property Rights" means copyright, patents, know-how, trade secrets, trademarks,
trade names, design rights, rights in get-up, rights in goodwill, rights in confidential information, rights
to sue for passing off, domain names and all similar rights and, in each case:
(a) Whether registered or not;
(b) Including any applications to protect or register such rights;
(c) Including all renewals and extensions of such rights or applications;
(d) Whether vested, contingent, or future;
(e) To which the relevant party is or may be entitled; and
(f) In whichever part of the world exists;
"International Organisation" has the meaning given in the applicable Data Protection Laws from time
to time;
"Order" means a Customer’s order for a Customer journey placed by a Customer via the Holler Taxi
Mobile Application;
"Personal Data" has the meaning given in the applicable Data Protection Laws from time to time;
"Personal Data Breach" has the meaning given in the applicable Data Protection Laws from time to
time;
"Processing " has the meaning given to it in applicable Data Protection Laws from time to time (and
related expressions, including process, processed, processing, and processes shall be construed
accordingly);
"Processor" has the meaning given to it in applicable Data Protection Laws from time to time;
"Protected Data" means Personal Data received from or on behalf of the Client in connection with the
performance of Holler Taxi’s obligations under the Contract;
"Services" means the provision of the Holler Taxi Mobile Application for use by the Client in accordance
with the functionality as set out in clause 2;
"Sub-Processor" means any agent, subcontractor or other third party (excluding its employees)
engaged by Holler Taxi for carrying out any processing activities on behalf of the Client in respect of the
Protected Data;
"Taxi Firm" means a company that provides taxi services to Customers;
"Terms & Conditions" means Holler Taxi’s terms and conditions of sale set out in this document;
"VAT" means value-added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal
tax applying to the Client’s use of the Services.

2 In these Terms & Conditions, unless the context otherwise requires:
2.1 A reference to the Contract includes these Terms & Conditions, the Order, and their respective

schedules, appendices and annexes (if any);

2.2 Any clause, schedule or other headings in these Terms & Conditions are included for

convenience only and shall have no effect on the interpretation of these Terms & Conditions;

2.3 A reference to a ‘party’ means either Holler Taxi or the Client and includes that party’s personal

representatives, successors and permitted assigns;

2.4 A reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each

case whether or not having separate legal personality) and that person’s personal
representatives, successors and permitted assigns;

2.5 A reference to a ’company’ includes any company, corporation or other body corporate,

wherever and however incorporated or established;

2.6 A reference to a gender includes each other gender;
2.7 Words in the singular include the plural and vice versa;
2.8 Any words that follow 'include', 'includes', 'including', ‘in particular’ or any similar words and

expressions shall be construed as illustrative only and shall not limit the sense of any word,
phrase, term, definition or description preceding those words;
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2.9 A reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and

non-transitory form;

2.10 A reference to legislation is a reference to that legislation as amended, extended, re-enacted

or consolidated from time to time except to the extent that any such amendment, extension
or re-enactment would increase or alter the liability of a party under the Contract; and

2.11 A reference to any English action, remedy, method of judicial proceeding, court, official, legal

document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction
other than England, be deemed to include a reference to that which most nearly approximates
to the English equivalent in that jurisdiction.

APPLICATION OF THESE TERMS & CONDITIONS AND USE OF THE HOLLER TAXI MOBILE

APPLICATION

1 These Terms & Conditions apply to and form the Contract between Holler Taxi and the Client.
2 These Terms & Conditions supersede any previously issued terms and conditions of purchase or supply,

and no terms or conditions endorsed on, delivered with, or contained in any Client's purchase terms &
conditions, order, confirmation of order, specification or other document shall form part of the Contract
except to the extent that Holler Taxi otherwise agrees in writing.

3 No variation of these Terms & Conditions or to the Contract, shall be binding unless expressly agreed in

writing and executed by a duly authorised signatory on behalf of Holler Taxi.

4 Where the Client is a Taxi Firm:
4.1 These Terms & Conditions shall be binding on the Client upon the Client downloading and

installing the Holler Taxi Mobile Application on a mobile device or desktop PC and/or upon the
Holler Taxi Mobile Application being integrated with any internal booking systems operated by
the Client; and

4.2 The Client shall immediately, and on an annual basis thereafter, provide Holler Taxi with copies

of all relevant valid UK driver licences and certificates of car insurance.

5 Where the Client is an Individual Driver:
5.1 These Terms & Conditions shall be binding on the Client upon the Client downloading and

installing the Holler Taxi Mobile Application on a mobile device;

5.2 The Client shall immediately, and on an annual basis thereafter, provide Holler Taxi with copies

of the Client’s relevant valid UK driver licence and certificate of car insurance.

6 The Client may use the Holler Taxi Mobile Application to:
6.1 Verify the Client’s account with Holler Taxi;
6.2 Submit the Client’s name, telephone number, e-mail address, operating areas and/or

postcodes, API access information (token/key/password);

6.3 Set the value of a Customer Payment for a Customer journey;
6.4 Accept an Order placed by a Customer for a Customer journey;
6.5 Accept or reject any amendments made by a Customer to a Customer journey;
6.6 Review Customer journey history;
6.7 Submit a rating for a Customer in respect of a Customer journey;
6.8 Block any Customer from receiving the Client’s bid for any Customer Journey;
6.9 Prevent any Customer from submitting an order for a Customer journey;
6.10 Unblock any blocked Customer. The Client acknowledges that it is responsible for corresponding

with any blocked Customer in making an assessment as to whether to unblock such Customer;

6.11 Where the Client is a Taxi Firm:

(a) The Client may use the Holler Taxi Mobile Application to review all Customer
journeys by the Client’s employees or the Client’s independent contractors;
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(b) The Client may use the Client’s internal booking systems and/or the Holler Taxi
Mobile Application to update the automated fare settings on the Holler Taxi Mobile
Application;

6.12 Where the Client is an Individual Driver:

(a) The Client may use the Holler Taxi Mobile Application to review all Customer
journeys by the Client’s employees or the Client’s independent contractors;
(b) The Client may use the Client’s internal booking systems and/or the Holler Taxi
Mobile Application to update the automated fare settings on the Holler Taxi Mobile
Application;

The Client shall display the Holler Taxi sticker, to be supplied by Holler Taxi for installation, on any Client
vehicle used to complete a Customer journey in accordance with the following:

7.1 The Client shall ensure that a space on the Client equal to 5cm x 5cm or 15cm x 5cm is

available for the display of the Holler Taxi sticker (where licence allows);

7.2 The Client shall display the Holler Taxi sticker prominently on the vehicle window on either side

of the vehicle.
Holler Taxi may offer to sponsor a Client vehicle for the purposes of advertising the Holler Taxi
Mobile Application as agreed between the parties from time to time. During the period of any such
sponsorship, Holler Taxi reserves the right to waive any Commission.

GRANT OF LICENCE
1 In consideration of the Fee paid by the Client to Holler Taxi in accordance with clause 4, Holler Taxi

grants to the Client a non-exclusive licence to use the Holler Taxi Mobile Application, and the Intellectual
Property Rights arising out of or in connection with the Holler Taxi Mobile Application, from the date on
which the Client downloads and installs the Holler Taxi Mobile Application on a mobile device, in
accordance with clause 2.4 or clause 2.5 as applicable, until the date on which the Contract is
terminated.

2 In relation to scope of use:
2.1 For the purposes of clause 3.1, use of the Holler Taxi Mobile Application shall be restricted to

the normal business purposes of the Client, which shall not include allowing the use of the
Holler Taxi Mobile Application by, or for the benefit of, any person or third party other than:
(a) Where the Client is a Taxi Firm, an employee or independent contractor of, or
associated with, the Client; or
(b) Where the Client is an Individual Driver, the Client.

2.2 For the purposes of clause 3.1, "use the Holler Taxi Mobile Application" means loading the

Software into temporary memory or permanent storage on the relevant mobile device.

2.3 The Client may not use the Holler Taxi Mobile Application other than as specified in clause 3.1

and clause 3.2.1 and clause 3.2.2 without the prior written consent of Holler Taxi, and the
Client acknowledges that additional fees may be payable on any change of use approved by
Holler Taxi.

2.4 The Client may make backup copies of the Holler Taxi Mobile Application as may be necessary

for its lawful use:
(a) Where the Client is a Taxi Firm:
(i) The Client shall record the number and location of all copies of the Holler Taxi
Mobile Application and take steps to prevent unauthorised copying;
(b) Where the Client is an Individual Driver:
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(i) The Client shall record the number and location of all copies of the Holler Taxi
Mobile Application and take steps to prevent unauthorised copying;

2.5 The Client has no right (and shall not permit any third party) to copy, adapt, reverse engineer,

decompile, disassemble, modify, adapt or make error corrections to the Holler Taxi Mobile
Application in whole or in part.

3 For the avoidance of doubt, the Client may not use Holler Taxi Mobile Application in any manner which

would allow the Client to create any software whose expression is substantially similar to that of the
Holler Taxi Mobile Application nor use any information arising out of or in connection with the Holler
Taxi Mobile Application in any manner which would be restricted by any copyright subsisting in the
Holler Taxi Mobile Application.

4 The Client shall not, without the prior written consent of Holler Taxi:
4.1 Sub-license, assign or novate the benefit or burden of this licence in whole or in part;
4.2 Allow the Holler Taxi Mobile Application to become the subject of any charge, lien or

encumbrance; or

4.3 Deal in any other manner with any or all of its rights and obligations under the Contract.
5 Holler Taxi may at any time sub-license, assign, novate, charge or deal in any other manner with any

or all of its rights and obligations under this licence, provided it gives written notice to the Client.

6 Where the Client is a Taxi Firm, the Client shall:
6.1 Ensure that the Holler Taxi Mobile Application is only used by the Client or employees of or

independent contractors associated with the Client;

6.2 Keep a complete and accurate record of the Client’s copying and disclosure of the Holler Taxi

Mobile Application and its users, and produce such record to Holler Taxi on request from time
to time;

6.3 Notify Holler Taxi as soon as it becomes aware of any unauthorised use of the Holler Taxi Mobile

Application by any person or third party;

7 Where the Client is an Individual Driver, the Client shall:
7.1 Ensure that the Holler Taxi Mobile Application is only used by the Client;
7.2 Notify Holler Taxi as soon as it becomes aware of any unauthorised use of the Holler Taxi Mobile

Application by any person or third party;

8 Marketing and other promotional material relating to the Services are illustrative only and do not form

part of the Contract.

FEE
1 The Fee for the Services shall be calculated as follows:
1.1 The Customer carries out a search for the required Customer journey;
1.2 The Customer Payment is calculated in accordance with clause 5 in respect of the required

Customer journey specified in the search;

1.3 The Customer places an Order for the required Customer journey via the Holler Taxi Mobile

Application;

1.4 Upon the completion of placing the Order for the required Customer journey, the Customer

Payment shall be pre-authorised via the Customer’s credit card/debit card connected with the
Customer’s account;

1.5 The Customer shall make the Customer Payment and the Booking Payment upon the

completion of any Customer journey;

1.6 Holler Taxi shall collect all Customer Payments and Booking Payments made in respect of the

Client;
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1.7 Holler Taxi shall make payment to the Client on a monthly basis (1st day of each following

month) the total of the Customer Payments collected by Holler Taxi less Commission & fees.

1.8 The Fee shall equal the total Commission retained by Holler Taxi on a weekly basis, and such

retention shall be considered payment of the Fee by the Client.

2 The Fee is inclusive of:
2.1 Ride processing costs; and
2.2 VAT.
3 The Client shall pay any applicable VAT to Holler Taxi by way of the Holler Taxi Mobile Application.
4 Holler Taxi may increase or decrease the Commission at any time by giving the Client not less than 20

Business Days’ notice in writing.

5 Notwithstanding clause 4.4, Holler Taxi may increase the Commission with immediate effect by written

notice to the Client where there is an increase in the direct cost to Holler Taxi of supplying the relevant
Services which is due to any factor beyond the control of Holler Taxi.

6 In circumstances where any monies are due to be paid by the Client to Holler Taxi further to any Fee,

time of payment is of the essence. Where sums due under these Terms & Conditions are not paid in full
by the due date:

6.1 Holler Taxi may, without limiting its other rights, charge interest on such sums at 5% a year

above the base rate of The Bank Of England from time to time in force; and

6.2 Interest shall accrue on a daily basis, and apply from the due date for payment until actual

payment in full, whether before or after judgment.

7 Holler Taxi reserves the right to offer the Client a period of time in which Holler Taxi will not collect

Commission. Upon the cessation of any period of time in which Holler Taxi does not collect Commission,
the Client agrees that it shall not increase any of the Client’s service rates affecting the Customer
Payment beyond any day to day increases.

8 Holler taxi reserves the right to charge a monthly fee for the use of the Holler Taxi Mobile Application

where the Client has downloaded the Holler Taxi Mobile Application to a mobile device or PC for use as
a stand-alone system for companies exclusively using radio transmission to contact drivers, such
monthly fee to be agreed between the parties from time to time.

CUSTOMER PAYMENTS
1 Taxi Firms and Individual Drivers shall be able to set out the value of the Customer Payments via:
1.1 The Holler Taxi Mobile Application; or
1.2 The Taxi Firm’s or the Individual Driver’s booking system integrated with the Holler Taxi Mobile

Application.

2 Customers shall make payment of the Customer Payment applicable to a Customer journey via the

Holler Taxi Mobile Application.

3 Where the Client is a Taxi Firm:
3.1 The Customer Payment may be set out by the Taxi Firm on a pence per mile basis at a low,

standard or high rate, depending on the availability of the Taxi Firm’s fleet of cars;

3.2 Taking into any factors relevant to the Client’s internal booking system, including traffic

calculator algorithms; and

3.3 As amended by agreement between the Client and the Customer.
4 Where the Client is an Individual Driver:
4.1 The Customer Payment may be set out by the Individual Driver on a pence per mile basis at a

low, standard or high rate, depending on the availability of the Individual Driver; and

4.2 As amended by agreement between the Client and the Customer.

DELIVERY AND PERFORMANCE
1 Time is not of the essence in relation to the performance of the Services, including, for the avoidance

of doubt, the continuing accessibility of the Holler Taxi Mobile Application.

2 Holler Taxi shall not be liable for any delay in or failure of performance caused by:
2.1 The Client's failure to: deliver a vehicle as requested by the customer;
2.2 Force Majeure.
WARRANTY
1 Holler Taxi warrants that the Services shall:
1.1 Conform in all material respects to any description;
1.2 Be free from material defects in design, material and workmanship;
2 Except as set out in this clause 7:
2.1 Holler Taxi gives no warranty and makes no representations in relation to the Services; and
2.2 Shall have no liability for their failure to comply with the warranty in clause 7.1,

and all warranties and conditions (including the conditions implied by ss 12–16 of the Supply
of Goods and Services Act 1982 and ss 13–15 of the Sale of Goods Act 1979), whether express
or implied by statute, common law or otherwise are excluded to the extent permitted.

INDEMNITY AND INSURANCE
1 The Client shall indemnify, and keep indemnified, Holler Taxi from and against any losses, damages,

liability, costs (including legal fees) and expenses incurred by Holler Taxi as a result of or in connection
with the Client’s breach of any of the Client’s obligations under the Contract.

2 The Client shall have in place contracts of insurance with reputable insurers incorporated in the United

Kingdom to cover its obligations under the Contract. On request, the Client shall supply so far as is
reasonable evidence of the maintenance of the insurance and all of its terms from time to time
applicable.

LIMITATION OF LIABILITY
1 The extent of the parties’ liability under or in connection with the Contract (regardless of whether such

liability arises in tort, contract or in any other way and whether or not caused by negligence or
misrepresentation) shall be as set out in this clause 9.

2 Subject to clauses 9.5 and 9.6, Holler Taxi’s total liability shall not exceed the sum of £100.
3 Subject to clauses 9.5 and 9.6, Holler Taxi shall not be liable for consequential, indirect or special losses.
4 Subject to clauses 9.5 and 9.6, Holler Taxi shall not be liable for any of the following (whether direct or

indirect):

4.1 Loss of profit;
4.2 Loss or corruption of data;
4.3 Loss of use;
4.4 Loss of production;
4.5 Loss of contract;
4.6 Loss of opportunity;
4.7 Loss of savings, discount or rebate (whether actual or anticipated);
4.8 Harm to reputation or loss of goodwill, including where such harm to reputation or loss of

goodwill is as a result of any negative ratings received by the Client from Customers.

5 The limitations of liability set out in clauses 9.2 to 9.4 shall not apply in respect of any indemnities given

by either party under the Contract.

6 Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in

any way in respect of the following:
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6.1 Death or personal injury caused by negligence;
6.2 Fraud or fraudulent misrepresentation;
6.3 Any other losses which cannot be excluded or limited by applicable law;
6.4 Any losses caused by willful misconduct.
INTELLECTUAL PROPERTY
1 All Intellectual Property Rights that arise out of or in connection with the Holler Taxi Mobile Application

are owned by Holler Taxi.

2 Holler Taxi shall indemnify the Client from and against any losses, damages, liability, costs and expenses

(including reasonable professional fees) incurred by it as a result of any action, demand or claim that
use of the Services infringes the Intellectual Property Rights of any third party (“IPR Claim”), provided
that Holler Taxi shall have no such liability if the Client:

2.1 Does not notify Holler Taxi in writing setting out full details of any IPR Claim of which it has

notice as soon as is reasonably possible;

2.2 Makes any admission of liability or agrees any settlement or compromise of the relevant IPR

Claim without the prior written consent of Holler Taxi;

2.3 Does not let Holler Taxi at its request and own expense have the conduct of or settle all

negotiations and litigation arising from the IPR Claim at its sole discretion;

2.4 Does not take all reasonable steps to minimise the losses that may be incurred by it or by any

third party as a result of the IPR Claim;

2.5 Does not, at Holler Taxi's request, provide Holler Taxi with all reasonable assistance in relation

to the IPR Claim (at the Client’s expense) including the provision of prompt access to any
relevant premises, officers, employees, contractors or agents of the Client.

3 If any IPR Claim is made or is reasonably likely to be made, Holler Taxi may at its option:
3.1 Procure for the Client the right to continue receiving the benefit of the relevant Services; or
3.2 Modify or replace the infringing part of the Services so as to avoid the infringement or alleged

infringement, provided the Services remain in material conformance to their Specification.

4 Holler Taxi's obligations under clause 10.2 shall not apply to Services modified or used by the Client

other than in accordance with the Contract or Holler Taxi’s instructions. The Client shall indemnify Holler
Taxi against all losses, damages, liability, costs and expenses (including reasonable legal fees) incurred
by Holler Taxi in connection with any claim arising from such modification or use.

CONFIDENTIALITY AND ANNOUNCEMENTS
1 The Client shall keep confidential all Confidential Information of Holler Taxi and shall only use the same

as required to perform the Contract. The provisions of this clause shall not apply to:

1.1 Any information which was in the public domain at the date of the Contract;
1.2 Any information which comes into the public domain subsequently other than as a consequence

of any breach of the Contract or any related agreement;

1.3 Any information which is independently developed by the Client without using information

supplied by Holler Taxi; or

1.4 Any disclosure required by law or a regulatory authority or otherwise by the provisions of the

Contract.
Except that the provisions of clauses 11.1.1 to 11.1.3 shall not apply to information to which clause

4 relates.
2 This clause shall remain in force in perpetuity/for a period of five years from the date of the Contract

and, if longer, [three] years after termination of the Contract.

3 The Client shall not make any public announcement or disclose any information regarding the Contract,

except to the extent required by law or regulatory authority.
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4 To the extent any Confidential Information is Protected Data such Confidential Information may be

disclosed or used only to the extent such disclosure or use does not conflict with any provisions of clause

12. PROCESSING OF PERSONAL DATA
1 The parties agree that the Client is a Controller and that Holler Taxi is a Processor for the purposes of

processing Protected Data pursuant to the Contract. The Client shall at all times comply with all Data
Protection Laws in connection with the processing of Protected Data. The Client shall ensure all
instructions given by it to Holler Taxi in respect of Protected Data (including the terms of the Contract)
shall at all times be in accordance with Data Protection Laws.

2 Holler Taxi shall process Protected Data in compliance with the obligations placed on it under Data

Protection Laws and the terms of the Contract.

3 The Client shall indemnify and keep indemnified Holler Taxi against all losses, claims, damages,

liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data
Subjects, demands and legal and other professional costs (calculated on a full indemnity basis and in
each case whether or not arising from any investigation by, or imposed by, a supervisory authority)
arising out of or in connection with any breach by the Client of its obligations under this clause 12.

4 Holler Taxi shall:
4.1 Only process (and shall ensure Holler Taxi Personnel only process) the Protected Data in

accordance with schedule 1 and the Contract (and not otherwise unless alternative processing
instructions are agreed between the parties in writing) except where otherwise required by
applicable law (and shall inform the Client of that legal requirement before processing, unless
applicable law prevents it doing so on important grounds of public interest); and

4.2 Without prejudice to clause 12.1, if Holler Taxi believes that any instruction received by it from

the Client is likely to infringe the Data Protection Laws it shall promptly inform the Client and
be entitled to cease to provide the relevant Services until the parties have agreed appropriate
amended instructions which are not infringing.

5 Taking into account the state of technical development and the nature of processing, Holler Taxi shall

implement and maintain the technical and organisational measures set out in Part 2 of schedule 1 to
protect the Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration,
disclosure or access.

6 Holler Taxi shall:
6.1 Not permit any processing of Protected Data by any agent, subcontractor or other third party

(except its or its Sub-Processors’ own employees in the course of their employment that are
subject to an enforceable obligation of confidence with regards to the Protected Data) without
the written authorisation of the Client;

6.2 Prior to the relevant Sub-Processor carrying out any processing activities in respect of the

Protected Data, appoint each Sub-Processor under a written contract containing materially the
same obligations as under this clause 12 that is enforceable by Holler Taxi and ensure each
such Sub-Processor complies with all such obligations;

6.3 Remain fully liable to the Client under the Contract for all the acts and omissions of each Sub-

Processor as if they were its own; and

6.4 Ensure that all persons authorised by Holler Taxi or any Sub-Processor to process Protected

Data are subject to a binding written contractual obligation to keep the Protected Data
confidential.

7 The Client authorises the appointment of the Sub-Processors as required by Holler Taxi to carry out the

Services and as notified to the Client from time to time.

8 Holler Taxi shall (at the Client's cost):

8.1 Assist the Client in ensuring compliance with the Client’s obligations pursuant to Articles 32 to

36 of the GDPR (and any similar obligations under applicable Data Protection Laws) taking into
account the nature of the processing and the information available to Holler Taxi; and

8.2 Taking into account the nature of the processing, assist the Client (by appropriate technical

and organisational measures), insofar as this is possible, for the fulfilment of the Client’s
obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of
the GDPR (and any similar obligations under applicable Data Protection Laws) in respect of any
Protected Data.

9 Holler Taxi shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected

Data in or to countries outside the United Kingdom or to any International Organisation without the
prior written consent of the Client.

10 Holler Taxi shall, in accordance with Data Protection Laws, make available to the Client such information

that is in its possession or control as is necessary to demonstrate Holler Taxi's compliance with the
obligations placed on it under this clause 12 and to demonstrate compliance with the obligations on
each party imposed by Article 28 of the GDPR (and under any equivalent Data Protection Laws equivalent
to that Article 28), and allow for and contribute to audits, including inspections, by the Client (or another
auditor mandated by the Client) for this purpose (subject to a maximum of one audit request in any 12
month period under this clause 12.10).

11 Holler Taxi shall notify the Client without undue delay and in writing on becoming aware of any Personal

Data Breach in respect of any Protected Data.

12 On the end of the provision of the Services relating to the processing of Protected Data, at the Client’s

cost and the Client’s option, Holler Taxi shall either return all of the Protected Data to the Client or
securely dispose of the Protected Data (and thereafter promptly delete all existing copies of it) except
to the extent that any applicable law requires Holler Taxi to store such Protected Data or in connection
with clause 14.9. This clause 12 shall survive termination or expiry of the Contract.

13 The Holler Taxi Mobile Application will make use of location data sent from the Client’s mobile devices.

The Client can turn off such functionality at any time by turning off the location services settings for the
Holler Taxi Mobile Application on the Client’s mobile devices. If the Client uses the Services, the Client
consents to Holler Taxi and Holler Taxi’s affiliates' and licensees' transmission, collection, retention,
maintenance, processing and use of the Client’s GPS location data and queries to provide the Services
and improve location-based and road traffic-based products and services.

FORCE MAJEURE
1 A party shall not be liable if delayed in or prevented from performing its obligations due to Force Majeure,

provided that it:

1.1 Promptly notifies the other of the Force Majeure event and its expected duration; and
1.2 Uses best endeavours to minimise the effects of that event.
2 If, due to Force Majeure, a party:
2.1 Is or shall be unable to perform a material obligation; or
2.2 Is delayed in or prevented from performing its obligations for a continuous period exceeding

14 days or [total of more than 30 days in any consecutive period of 60 days;
the other party may, within 30 days, terminate the Contract on immediate notice/the parties
shall, within 30 days, renegotiate the Contract to achieve, as nearly as possible, the original
commercial intent.

TERMINATION
1 The Client may terminate the Contract with 20 Business Days’ notice.
2 Holler Taxi may terminate the Contract with 20 Business Day’s notice.

3 Holler Taxi may terminate the Contract at any time by giving notice in writing to the Client if:
3.1 The Client commits a material breach of the Contract and such breach is not remediable;
3.2 The Client commits a material breach of the Contract which is not remedied within 10 Business

Days of receiving written notice of such breach;

3.3 The Client has received consistently poor Customer ratings as decided by Holler Taxi in its sole

discretion;

3.4 The Client has failed to pay any amount due under the Contract on the due date and such

amount remains unpaid within 10 Business Days after Holler Taxi has given notification that
the payment is overdue; or

3.5 Any consent, licence or authorisation held by the Client is revoked or modified such that the

Client is no longer able to comply with its obligations under the Contract or receive any benefit
to which it is entitled;

3.6 The Client fails to provide Holler Taxi with copies of any relevant driver licence(s) or certificates

of insurance in accordance with clause 2.4 or clause 2.5 as applicable.

4 Holler Taxi may terminate the Contract at any time by giving notice in writing to the Client if the Client:
4.1 Stops carrying on all or a significant part of its business, or indicates in any way that it intends

to do so;

4.2 Is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986

or if Holler Taxi reasonably believes that to be the case;

4.3 Becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;
4.4 Has a receiver, manager, administrator or administrative receiver appointed over all or any

part of its undertaking, assets or income;

4.5 Has a resolution passed for its winding up;
4.6 Has a petition presented to any court for its winding up or an application is made for an

administration order, or any winding-up or administration order is made against it;

4.7 Is subject to any procedure for the taking control of its goods that is not withdrawn or

discharged within 5 Business Days of that procedure being commenced;

4.8 Has a freezing order made against it;
4.9 Is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining

title in those items;

4.10 Is subject to any events or circumstances analogous to those in clauses 14.4.1 to 14.4.9 in

any jurisdiction;

4.11 Takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events

or procedures described in clauses 14.4.1 to 14.4.10 including for the avoidance of doubt, but
not limited to, giving notice for the convening of any meeting of creditors, issuing an application
at court or filing any notice at court, receiving any demand for repayment of lending facilities,
or passing any board resolution authorising any steps to be taken to enter into an insolvency
process.

5 Holler Taxi may terminate the Contract at any time by giving not less than 20 Business Days notice in

writing to the Client if the Client undergoes a change of Control or if it is realistically anticipated that it
shall undergo a change of Control within two months.

6 The right of Holler Taxi to terminate the Contract pursuant to clause 14.4 shall not apply to the extent

that the relevant procedure is entered into for the purpose of amalgamation, reconstruction or merger
(where applicable) where the amalgamated, reconstructed or merged party agrees to adhere to the
Contract.

7 If the Client becomes aware that any event has occurred, or circumstances exist, which may entitle

Holler Taxi to terminate the Contract under this clause 14, it shall immediately notify Holler Taxi in
writing.
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8 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of Holler Taxi at

any time up to the date of termination.

9 Upon termination or expiry of the Contract, all Client data and any relevant Protected Data shall be

deleted by Holler Taxi, save in connection with any Client data and any relevant Protected Data required
to identify the Client and prevent the Client from resuming use of the Holler Taxi Mobile Application
where the Contract has been terminated in accordance with clause 14.3.

NOTICES
1 Any notice given by a party under these Terms & Conditions shall:
1.1 Be in writing and in English;
1.2 Be signed by, or on behalf of, the party giving it (except for notices sent by e-mail); and
1.3 Be sent to the relevant party at the address set out in the Contract.
2 Notices may be given, and are deemed received:
2.1 By hand: on receipt of a signature at the time of delivery;
2.2 By Royal Mail (Signed) post: At 9.00 am on the second Business Day after posting;
2.3 By Royal Mail (International Tracked & Signed) post: At 9.00 am on the fourth Business Day

after posting; and

2.4 By fax: On receipt of a transmission report from the correct number confirming uninterrupted

and error-free transmission; and

2.5 By e-mail provided confirmation is sent by first class post: On receipt of a delivery/read receipt

e-mail from the correct address.

3 Any change to the contact details of a party as set out in the Contract shall be notified to the other party

in accordance with clause 15.1 and shall be effective:

3.1 On the date specified in the notice as being the date of such change; or
3.2 If no date is so specified, 10 Business Days after the notice is deemed to be received.
4 All references to time are to the local time at the place of deemed receipt.
5 This clause does not apply to notices given in legal proceedings or arbitration.
TIME
1 Unless stated otherwise, time is of the essence for any date or period specified in the Contract in relation

to the Client’s obligations only.

ENTIRE AGREEMENT
1 The parties agree that the Contract constitutes the entire agreement between them and supersedes all

previous agreements, understandings and arrangements between them, whether in writing or oral in
respect of its subject matter.

2 Each party acknowledges that it has not entered into the Contract in reliance on, and shall have no

remedies in respect of, any representation or warranty that is not expressly set out in the Contract. No
party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in
the Contract.

3 Nothing in these Terms & Conditions purports to limit or exclude any liability for fraud.
VARIATION
1 No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and

these Terms & Conditions and is duly signed or executed by, or on behalf of, Holler Taxi.
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ASSIGNMENT
1 The Client may not assign, subcontract or encumber any right or obligation under the Contract, in whole

or in part, without Holler Taxi’s prior written consent, such consent not to be unreasonably withheld or
delayed/which it may withhold or delay at its absolute discretion.

SET OFF
1 Holler Taxi shall be entitled to set-off under the Contract any liability which it has or any sums which it

owes to the Client under the Contract or under any other contract which Holler Taxi has with the Client.

2 The Client shall pay all sums that it owes to Holler Taxi under the Contract without any set-off,

counterclaim, deduction or withholding of any kind, save as may be required by law.

NO PARTNERSHIP OR AGENCY
1 The parties are independent persons and are not partners, principal and agent or employer and

employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship
between them, other than the contractual relationship expressly provided for in it. None of the parties
shall have, nor shall represent that they have, any authority to make any commitments on the other
party's behalf.

EQUITABLE RELIEF
1 The Client recognises that any breach or threatened breach of the Contract may cause Holler Taxi

irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any
other remedies and damages available to Holler Taxi, the Client acknowledges and agrees that Holler
Taxi is entitled to the remedies of specific performance, injunction and other equitable relief without
proof of special damages.

SEVERANCE
1 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable,

the legality, validity and enforceability of any other provision of the Contract shall not be affected.

2 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable

but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or
part-provision in question shall apply with such deletions or modifications as may be necessary to make
the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall
negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

WAIVER
1 No failure, delay or omission by Holler Taxi in exercising any right, power or remedy provided by law or

under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or
restrict any future exercise of that or any other right, power or remedy.

2 No single or partial exercise of any right, power or remedy provided by law or under the Contract by

Holler Taxi shall prevent any future exercise of it or the exercise of any other right, power or remedy
by Holler Taxi.

COMPLIANCE WITH LAW
1 The Client shall comply with all laws, enactments, regulations, regulatory policies, guidelines and

industry codes applicable to it and shall maintain such authorisations and all other approvals, permits
and authorities as are required from time to time to perform its obligations under or in connection with
the Contract.
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THIRD PARTY RIGHTS
1 Except as expressly provided for in these Terms & Conditions, a person who is not a party to the Contract

shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the
provisions of the Contract.

GOVERNING LAW
1 The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or

formation (including non-contractual disputes or claims) shall be governed by, and construed in
accordance with, the laws of England and Wales.

JURISDICTION
1 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to

settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or
formation (including non-contractual disputes or claims).
.
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SCHEDULE 1
PART 1
Data processing details
Processing of the Protected Data by Holler Taxi under the Contract shall be for the subject-matter, duration,
nature and purposes and involve the types of personal data and categories of Data Subjects set out in this Part
1 of schedule 1.

SUBJECT-MATTER OF PROCESSING:

Any and all information provided by the Client for the purposes of Holler Taxi and the Client carrying
out the parties’ respective obligations in accordance with these Terms & Conditions.

DURATION OF THE PROCESSING:

The duration of the Contract.

NATURE AND PURPOSE OF THE PROCESSING:

The collection, recording, organisation, storage, retrieval, erasure and destruction of Protected Data for
the purposes of Holler Taxi and the Client carrying out the parties’ respective obligations in accordance
with these Terms & Conditions.

TYPE OF PERSONAL DATA:

Name, address, telephone number, email of the Client, and any and all information provided by the
Client.

CATEGORIES OF DATA SUBJECTS:

Clients.

SPECIFIC PROCESSING INSTRUCTIONS:

Not applicable.
PART 2
Technical and organisational security measures

Holler Taxi shall implement and maintain the following technical and organisational security measures

to protect the Protected Data:

1 In accordance with the Data Protection Laws, taking into account the state of the art, the costs of

implementation and the nature, scope, context and purposes of the processing of the Protected Data to
be carried out under or in connection with the Contract, as well as the risks of varying likelihood and
severity for the rights and freedoms of natural persons and the risks that are presented by the
processing, especially from accidental or unlawful destruction, loss, alteration, unauthorised disclosure
of, or access to the Protected Data transmitted, stored or otherwise processed, Holler Taxi shall
implement appropriate technical and organisational security measures appropriate to the risk, including

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