General Terms for Drivers

These General Terms set forth the main terms and conditions applying to and governing the agreement between you (hereinafter referred to as "you" or "Driver") and Halify regarding usage of the Halify Driver's App for the purpose of providing Transportation Services. In order to provide Transportation Services via using the Halify App you must agree to the terms and conditions that are set forth below. 1. DEFINITIONS 1.1. Halify (also referred to as "we", "our" or "us") – a company and registered under the laws of Republic of Nigeria with Registration Number 2688066, registered office, 4 Okirika Close, Off Nembe Road, Rumuibekwe Housing Estate, Port Harcourt, Nigeria. 1.2. Affiliate – means an entity that is directly or indirectly under the control of Halify and who provides certain Halify Services in a local government or city. 1.3. Halify Services – services that Halify and/or its Affiliates provide you, including provision and maintenance of the Halify App and the Halify platform, client support, mediation of the payments and communication between you and the Customer or other similar support services as described in these General Terms or the Agreement. 1.4. Halify App –In the meaning of these General Terms, Halify App refers to the Halify Drivers App, which the Drivers use to receive and accept requests and manage Transportation Services. 1.5. Customer – a person requesting Transportation Services by using the Halify mobile application. 1.6. Driver or you – the person providing Transportation Services via the Halify App. Please note that you may register the account either as a legal or a natural person. 1.7. General Terms – the terms and conditions provided in this document. 1.8. Agreement – any agreement between you and Halify regarding the use of the Halify App. The Agreement consists of these General Terms, Privacy Policy, Drivers Guide and other additional terms and conditions or documents referred to herein or agreed in the future between you and Halify. 1.9. License – your right to use the Halify App and the Website in accordance with the Agreement. 1.10. Website – Halify's website located at and any of its subpages, including the Halify Driver's Portal. 1.11. Fare – the fee a Customer is obliged to pay you for provision of the Transportation Services. 1.12. Halify Fee – the fee you are obliged to pay to Halify for the right to use the Halify App. Halify Fee consists of a fee per each Customer order you have completed. 1.13. In-app Payment – a payment made by the Customer via the Halify App for the Transportation Services. The In-app Payment may be made by using bank/credit card, business, mobile carrier payment or any other electronic payment method enabled by Halify. 1.14. Halify Driver's Portal – a portal containing relevant information and documents regarding your usage of the Halify App in course of provision of Transportation Services, including accounting documentation. You may access Halify Driver's Portal at by entering your user name and password. 1.15. Transportation Services – the transportation service you are providing to the Customer whose request you have accepted via the Halify App. 2. ENTRY INTO THE AGREEMENT 2.1. Prior to using the Halify App you must sign up with Halify by providing the requested information in the signup application and uploading necessary documentation as required by Halify on the Website. Upon successful completion of the signup application Halify will provide you with a personal account accessible via the user name and password that you have chosen. By clicking the „Sign up" button located at the end of the signup application, you represent and warrant that:  2.1.1. according to law you are entitled to enter into an agreement with Halify to use the Halify App for providing Transportation Service;  2.1.2. you have carefully studied, fully understand and agree to be bound by these General Terms, including all you obligations that arise as provided herein;  2.1.3. all the information you have presented to Halify is accurate, correct and complete;  2.1.4. you will not authorize other persons to use your account nor transfer or assign it to any other person;  2.1.5. you will not use the Halify App for unauthorized or unlawful purposes and impair the proper operation of the Halify App;  2.1.6. you will not copy or distribute the Halify App or other Halify content without the prior written permission from Halify;  2.1.7. you will keep your Halify account accurate and profile information updated at all times;  2.1.8. at all times you will fully comply with all laws and regulations applicable in the State you are providing Transportation Services, including (but not limited to) laws regulating passenger transportation services;  2.1.9 you are neither an employee nor an agent of Halify or its Affiliate  2.1.10 You are obliged to satisfy all mandatory requirements prior to account activation  2.1.10. you fully agree with the Privacy Policy of Halify provided on the Website (). 2.2. You are obliged to provide your own bank requisites in the course of filling the payment details upon registration. In case you are a legal person, you must insert the bank account of the company. Halify or its Affiliates are transferring In-app Payment fees to the bank account you have provided. Halify and/or its Affiliates are not liable for any incorrect money transactions in case you have provided wrong bank requisites. 2.3. After submitting the signup application, you will receive an e-mail with additional conditions that must be met in order to provide Transportation Services. These conditions may include providing criminal records, valid driving license, satisfying certain technical state of the vehicle, completion of a training course, owning a GPS-supporting mobile device and other conditions as described in the pertinent e-mail. The failure to comply with the provided requirements and conditions will result in termination of the Agreement and right to use the Halify App. 2.4. You agree that in specific cities Halify may assign any of its obligations arising from the Agreement to its Affiliate or representative. This includes, among else, assigning the rights and obligations regarding reviewing documents related to signup applications, trainings, collection of Halify Fees, forwarding you the fees due, mediating In-app Payment, licensing the Halify App, etc. Details of the local Affiliates and representatives can be accessed here . 2.5. Registering the account as a legal person (i.e. a company). You are considered to be a legal person, if the recipient of the fees is marked as a legal person in your payment details (as accessible on the Driver's Portal). In such case the indicated legal person is considered to be the provider of Transportation Services and a party to these General Terms as well as any further documents of the Agreement. Regardless of the above, only the specific natural person indicated in the signup process may factually provide the Transportation Services. Such natural person may use the account of the Driver only if he/she has read and agrees to be bound by these General Terms and any further documentation that is part of the Agreement. THE LEGAL PERSON IN THE PAYMENT DETAILS AND THE NATURAL PERSON FACTUALLY PROVIDING THE TRANSPORTATION SERVICES UNDER ONE HALIFY ACCOUNT SHALL REMAIN JOINTLY AND SEVERALLY LIABLE FOR ANY INFRINGEMENT OF THE AGREEMENT CONDUCTED BY THE DRIVER. 2.6. Registering the account as a fleet company. Upon concluding a separate agreement with Halify, a fleet company may itself register accounts to its employees and/or service providers. In such case the fleet company shall be required to ensure that its employees and/or service providers conform to the requirements of these General Terms and any other Agreement and agrees to act in accordance and be bound with its conditions and obligations. The fleet company and its employees and/or service providers shall remain jointly and severally liable for any infringement of the agreement conducted by such employee and/or service provider. 3. YOUR RIGHT TO USE THE HALIFY APP AND THE WEBSITE 3.1. The Halify App. The Halify App allows you to receive requests from the Customers interested in using Transportation Services, which you can either accept or ignore at your own choosing. For additional information about the Halify App please refer to the Website. 3.2. License to use the Halify App and the Website. Halify hereby grants you, subject to the provisions of the Agreement, a non-exclusive, non-sublicensable, non-transferable License to use the Halify App and the Website according to the terms referred to herein. Regardless of the above and if so agreed separately, Fleet Companies may sub-license the Halify App to the members of its fleet. 3.3. In course of using the Halify App and/or the Website you may not:  3.3.1. decompile, reverse engineer, or otherwise attempt to obtain the source code of the Halify App and/or the Website;  3.3.2. modify the Halify App or Website in any manner or form or to use modified versions of the Halify App or Website;  3.3.3. transmit files that contain viruses, corrupted files, or any other similar Halify App or programs that may damage or adversely affect the operation of another person's computer, Halify Services, Website, Halify App or hardware, or telecommunications equipment;  3.3.4. attempt to gain unauthorized access to the Halify App, Website or any other Halify Services.  3.4. In order to use the Halify App and Website you are obliged to pay Halify or its Affiliates the Halify Fee as described in section 5 of these General Terms. 3.5. The License granted herein revokes automatically and simultaneously with termination of the Agreement. After termination of the Agreement you must immediately stop using the Halify App and Halify is entitled to block and delete your account without a prior notice. 3.6. Using Driver's forum and other Website content. Halify may grant you access to Driver's forum and other content accessible via the Website. You may not publish, post, upload, e-mail, distribute, or disseminate any inappropriate, profane, defamatory, misleading, infringing, obscene, indecent, or unlawful content. Halify may restrict your access to the forums or Halify App, if you infringe the aforementioned obligations. 3.7. Using tags and labels of Halify. Additionally, Halify and/or its Affiliates may give you tags, labels, stickers or other signs that refer to Halify or otherwise indicate that you are using the Halify App. Halify grants you a non-exclusive, non-sublicensable, nontransferable license to use such signs and only for the purpose of indicating that you are providing Transportation Services via using the Halify App. After termination of the Agreement you must immediately remove and discard any signs that refer to Halify or its brand. 3.8. All copyrights and trademarks related to Halify, including source code, databases, logos and visual designs are owned by Halify and protected by copyright, trademark and/or trade secret laws and international treaty provisions. By using the Halify App, Website or any other Halify Services you do not acquire any rights of ownership to any intellectual property of Halify. 4. PROVIDING THE TRANSPORTATION SERVICES 4.1. Your Obligations. You hereby guarantee to provide Transportation Services in accordance with the Agreement as well as laws and regulations applicable in the State where you are providing Transportation Services. Please note that you are fully liable for any violation of any local or international laws and regulations as may arise from providing Transportation Services. 4.2. You must, among else, have all licenses (including a valid driver's license), permits, car insurance, liability insurance (if applicable), registrations, certifications and other documentation that are required in the applicable jurisdiction for providing the Transportation Services. It is your obligation to maintain the validity of all aforementioned documentation. Halify reserves the right to require you to present evidence and submit for review all the necessary licenses, permits, approvals, authority, registrations and certifications as well as their renewals. 4.3. You must abide by the traffic regulations at all times. This means, among else, that you may not operate the Halify App while driving and your car must be fully parked while interacting with the Halify App. 4.4. You must provide the Transportation Services in a professional manner in accordance with the business ethics applicable to providing such services and endeavour to perform the Customer's request in the best interest of the Customer. Among else, you (i) must take the route least costly for the Customer, unless the Customer explicitly requests otherwise; (ii) may not make any unauthorised stops; and (iii) may not have any other passengers in the vehicle other than the Customer and the people accompanying the Customer. 4.5. You retain the sole right to determine when and for how long you are providing the Transportation Services. 4.6. Costs you incur while providing the Transportation Services. You are obliged to provide and maintain all equipment and means that are necessary to perform the Transportation Services at your own expense, including a car, smart device, mobile data plan, etc. You are also responsible for paying all costs you incur in the course of performing the Transportation Services including, but not limited to, fuel, mobile data plan costs, amortization of the vehicle, insurance, relevant corporate or payroll taxes etc. Please bear in mind that using the Halify App may bring about consummation of large amount of data on your mobile data plan. Thus, we suggest you to subscribe for a data plan with unlimited or very high data usage capacity. 4.7. Fares. You are entitled to charge a fare for each instance you have accepted a Customer via the Halify App and completed the Transportation Service as requested (i.e. Fare). The Fare is calculated based on a default base fare, the distance of the specific travel as determined by the GPS-based device and the duration of the specific travel. In case you are a licensed service provider, you may determine the Fare based on the taximeter, if you are legally obliged to do so. In such case you must adjust the fare proposed in the Halify App to match the actual Fare. Please bear in mind that the default base fare is the recommended fare as presented in the Halify App. The default base fare may fluctuate based on the local market situation. You may negotiate a Fare that is lower than the default base fare by sending Halify a pertinent request. All such requests shall be considered in good faith. Additionally, you shall always have the right to charge the Customer less than the Fare indicated by the Halify App or the taximeter (however, please note that charging the Customer less than the Halify App indicates does not decrease the Halify Fee). 4.8. Halify may adjust your fare for a particular order completed, if we detect a violation (such as taking a longer route or not stopping the fare meter of the Halify App after the Transportation Service has been completed) or in case a technical error affecting the final fare is identified. Halify may also reduce or cancel the fare in case we have reasonable cause to suggest a fraud or a complaint by the Customer indicates a violation by you. Halify will only exercise its right to reduce or cancel the fare in a reasonable and justified manner. 4.9. Customer may pay the fare for the Transportation Service either directly to you or via the In-app Payment as described in section 6 of these General Terms. In case the Customer pays the Fare directly, it is your obligation to collect the Fare. In case the Customer fails or refuses to pay, Halify will help you with collecting the Fare due, however Halify has no obligation to compensate the Fare. 4.10. Receipts. After each successful provision of Transportation Services, Halify shall create a receipt consisting of the route, fare, time and other relevant information of a particular ride. Halify might not create and send receipt in case of licensed taxis, depending on the terms agreed in specific state or city. You will be able to access the receipt of each ride from Halify Driver's Portal. Any corrections that you wish to make to fare calculation must be submitted via Fare Review application accessible on the Halify App. In case Fare Review has not been submitted, Halify and its Affiliates shall have no obligation to recalculate the fare and reimburse you any error in fare. 4.11. Penalties. In case the Customer cancels the request for Transportation Services after 3 minutes or does not show up, Halify shall have the right to request a penalty from such Customer. Halify shall request such penalty only in case of negligent behaviour from the Customer and shall have the full discretion in deciding whether to collect the penalty or not. In case Halify collects the penalty, it will keep Halify Fare and the rest of the penalty collected shall be forwarded to you within 14 (fourteen) days as of its collection. 4.12. If, in the course of receiving Transportation Service, a Customer or its co-passengers negligently damage your vehicle or its furnishing (among else, by blemishing or staining the vehicle or causing the vehicle to stink), you have the right to request the Customer to pay a penalty of ₦10,000 and request compensation for any damages exceeding the penalty. If the Customer does not consent to paying the penalty and/or compensating the damage, you must notify the Affiliate or Halify (depending on who provides the Halify Services in the local region) of the matter at hand. Any such notification must be presented to Halify or Affiliate within 24 hours and be accompanied with pictures or other sufficient proof of damages. Halify will then try to collect penalty and/or relevant costs on your behalf from the Customer. However, please bear in mind that Halify is not taking any liability for direct or indirect damages caused by Customers. Also bear in mind that you are not to engage in any fisticuffs with a Customer due to any damage, which must have been done to your vehicle by a Customer. 4.13. Your tax obligations. You hereby acknowledge that you are obliged to fully comply with all tax obligations that arise to you from the applicable laws in relation to providing the Transportation Services, including (if applicable) (i) acquiring a valid VAT number; (ii) paying income tax, social security tax or any other tax applicable; and (iii) fulfilling all tax registration obligations and calculating and remitting all tax liabilities related to your provision of Transportation Services as required by the applicable law. Additionally, it is your obligation to provide Halify with all relevant tax information, including (among else) your VAT number. Please note that Halify may in its reasonable discretion and based on applicable tax law, collect and remit taxes resulting from your provision of Transportation Services and/or provide any of the relevant tax information directly to the applicable governmental tax authorities on your behalf. 4.14. Your authorisation to issue invoices. If you are using the Halify account as a business entity, you hereby authorise Halify to issue itself an invoice on your behalf in order to compensate you for any expenses, referral fees, contractual penalties or other fees that you are due from Halify. Upon its issuance, the invoice will be immediately made available to you via the Driver's Portal. 5. HALIFY FEES 5.1. In order to use the Halify App, you are obliged to pay to Halify a fee (i.e. the Halify Fee). The Halify Fee is paid based on the Fare of each Transportation Service order you have completed. The amount of the Halify Fee is made available to you via e-mail, Halify App, Driver's Portal or other pertinent means. Please acknowledge that the Halify Fee may change from time to time. Halify shall send you a prior notification of each such change. 5.2. You must pay the Halify Fee and any other fees due to Halify for the previous month at latest by the 15th date of the following month. Upon delay with payment of the Halify Fee, you are obliged to pay a penalty of late payment in the amount of 0.04% (zero point zero four percent) of the unpaid amount per day. You are obliged to cover all costs incurred by Halify, which are related to debt collection activities. 5.3. You must pay for any additional security device installed in your car by Halify and also pay for the insurance premium for drivers and riders while on the ride. 5.4. You must pay and maintain your wallet account with amount determined by Halify at any given time. 6. IN-APP PAYMENTS 6.1. Halify may enable its Customers a possibility to pay for the Transportation Service via bank card, Business or mobile carrier payment directly in the app (i.e. In-app Payment). You hereby authorise Halify to act as your limited commercial agent solely for the purpose of collecting, on your behalf, the Fares, applicable taxes or other fees paid by the Customer via In-app Payment. You additionally agree that any payments made by the Customers via the In-app Payment shall be considered the same as payments made directly to you. 6.2. You may not refuse payment by the Customer via the In-app Payment, or influence the Customer against the use of the In-app Payment. In case you refuse to accept an In-app Payment without just cause, Halify shall be entitled to charge you a contractual penalty in the amount of ₦4000 for every refusal and/or block your right to use the Halify App in case of repetitive behaviour. 6.3. Halify will regularly transfer the amounts collected as In-app Payments, which have been credited to the Halify's bank account in the preceding week, to your bank account by the 4th day of the following week, but in no case later than within two weeks. The Halify Fee shall be deducted from your Fare. If you request a review of the In-app Payment, then Halify may transfer the amounts collected after it has concluded the review. 6.4. You are entitled to review In-app Payment reports in the Halify Driver's Portal. Halify will send weekly In-app Payment & Driver's account balance to your e-mail. The reports will show the amounts of the In-app Payments brokered in the previous week as well as the withheld amounts of the Halify Fee. The reports will be sent weekly. 6.5. Please note that Halify is not obliged to pay you the Fare due from the Customer if the In-app Payment failed because Customer's credit card or mobile payment is cancelled or is unsuccessful for reasons not attributable to Halify. In such case we will help you in requesting the Fare due from the Customer, and shall transmit it to you once the Customer has made the requested payment. 6.6. Before rendering Transportation Services, you must verify that the service is being actually provided to the Customer or that the Customer has expressly confirmed that it allows the passenger to ride under its account. If you make a mistake in identifying the Customer, and the In-app Payment is charged to a person, who has not been provided or has not approved the Transportation Services, Halify shall reimburse the Customer for the Fare. In such case you are not entitled to receive the Fare from Halify. Additionally, for every wrongfully applied In-app Payment Halify shall be entitled to charge you a contractual penalty up to ₦4000. 6.7. You hereby warrant that you understand that In-app Payment does not supersede the requirements established by the laws and regulations, e.g. your obligation to provide the Customer with a receipt printed out on the printer. 6.8. You must notify Halify of any important circumstances which may affect Halify's obligations to collect and distribute the Fares paid via In-app Payment. 6.9. Please note that Halify may set off any Fares paid via In-app Payment against the Halify Fees that you are obliged to pay to Halify. 7. CUSTOMER SUPPORT 7.1. As one of our services, we may provide you customer support regarding using the Halify App. The customer support may be provided either by Halify or its Affiliates as listed on the Website (). Please note that Halify has the right to stop providing the customer support services in case you are in delay with any of your payments to Halify and/or its Affiliates for more than 5 (five) calendar days. 8. RATINGS AND ACTIVITY 8.1. In order to guarantee high-quality service via the application provided by Halify and provide additional reassurance to our Customers, you hereby acknowledge that the Customers may provide you a rating and leave feedback regarding the quality of the Transportation Services that you have provided. Your average rating will be linked to your Halify account and available to Customers when requesting Transportation Services. The Customer is obliged to provide the ratings and comments in good faith, and if we, in our discretion, find a particular rating or comment to not be in good faith, we may remove it. 8.2. In addition to the rating, Halify measures your level of activity and provides you with an activity score, which is based on your activity regarding accepting, declining, not responding and completing Transportation Service orders. 8.3. You hereby acknowledge that in order to provide reliable services to Customers, Halify may determine a minimum average rating and a minimum activity score that all Drivers must establish and maintain. If, after a pertinent notification from Halify, you do not increase your average rating or activity score above the minimum within the prescribed time period, your Halify account will be automatically suspended either temporarily or permanently. Halify may reverse the suspension of your account if it is merited by any external circumstances or it is detected that the suspension was caused by a system error or false ratings. 9. MARKET OVERVIEWS AND CAMPAIGNS 9.1. Market overviews. Halify may send you, via the Halify App, SMS, e-mail or other means, market overviews, in order to increase your awareness regarding when the demand by the Customer is highest. Please note that such market overviews are merely recommendatory and do not constitute any obligations for you. As the market overview estimations are based on previous statistics, Halify cannot give any guarantees that the actual market situation will correspond to the estimations provided in the market overview. 9.2. Campaigns promising minimum income. Halify may also provide campaigns, whereby Halify will guarantee a minimum income if you provide Transportation Services within a specified timeframe and shall compensate the gap, if you do not reach such minimum. The specific requirements and conditions will be sent from Halify via the Halify App, SMS, e-mail or other means. Halify has full discretion in deciding if, when and to which Drivers it enables such campaigns. If Halify has reasonable cause to suspect any fraudulent activity by you, it may withhold your Fare until the suspicion of fraud has been cleared. 9.3. Campaigns for Customers. Halify may also occasionally arrange various campaigns to Customers in order to market the Halify applications, whereby the Fare paid by the Customer is reduced. In such case Halify will notify you about specific campaign terms and in most cases shall pay you compensation, amounting to the monetary value of the benefit offered to the Customer (i.e. difference between the amount that the you should have received and actually receive due to the marketing campaign). Such compensation shall be paid you concurrently with payment of the Fares. Halify may set off the marketing compensation against the Halify Fee. 9.4. Halify may also carry out other campaigns for Drivers and/or the Customers under the terms accompanying the specific campaign. 10. RELATIONSHIP BETWEEN YOU, HALIFY AND THE CUSTOMERS 10.1. You hereby acknowledge that by providing Transportation Services to the Customers, you and the Customer are bound by a service contract, to which Halify nor its Affiliates are not a party. 10.2. Halify and its Affiliates do not control or direct your provision of Transportation Services. You have the sole right to decide when and for how long to utilize the Halify App and whether to accept the Customer's request received via the Halify App. You acknowledge and agree that you have complete discretion to provide services or otherwise engage in other business or employment activities. 10.3. You hereby acknowledge and agree that Halify and its Affiliates are merely providers of the Halify App and its supporting services and do not provide transportation services. By providing the Halify App, Halify and its Affiliates act as facilitators of transportation service between you and Customer. Halify may also act as your commercial agent by collecting and forwarding the payments made by Customers for the Transportation Services via the In-app Payment. 10.4. You, Halify and its Affiliates hereby expressly agree that the relationship between the parties is not an employment agreement, nor does it create an employment relationship between you and Halify or Affiliate. The parties also agree that no joint venture or partnership exists between you and Halify or its Affiliates. You may not act as an employee, agent or representative of Halify or its Affiliates nor bind them to any contract. 10.5. If due to the implication of mandatory laws or otherwise, you are deemed as an employee of Halify or its Affiliate, you hereby agree to indemnify, defend and hold Halify and its Affiliates harmless from and against any claims by any person, entity, regulator or governmental authority based on such implied employment relationship. 11. PROCESSING OF PERSONAL DATA 11.1. Processing your personal data. Halify collects your personal data such as name, address, telephone number, e-mail address, vehicle information, license plate number and location based information in order to enable the intended functioning of the Halify App and provide you and our Customers Halify Services. We may also request you to provide your driver's license and criminal or other necessary records, in order to identify whether you have qualifications for pursuing this professional activity and safeguarding the contractual relations associated with the Halify Services. We disclose your personal data to Affiliates and other third parties only for the purposes of providing Halify Services. 11.2. You may at all times request to see, update or remove your personal data. However, please note that if you request to remove your personal data, Halify may have to terminate your right to provide Transportation Services. After you delete your Halify account, Halify shall delete your personal data, but not before six (6) months has passed as of deleting your account (in case any contractual issues come forth). Certain personal data may be kept for a longer period of time, if so required by the applicable law. 11.3. Transmitting your geo-location and other information to Customers. In order to provide Halify Services, we collect your geo-location information while you are using the Halify App. This means that we monitor and track your geo-location and may share your current location via the Halify application to the Customers in order to provide them the Halify Services. Additionally we will provide Customers your name, vehicle information and license plate number for your identification and safety reasons. If you would like your geo-location data and other aforementioned information not to be available to Customers, you must close the Halify App or indicate in the Halify App that you are currently not looking to provide Transportation Services. 11.4. Your right to process personal data of Customers. You may not process the personal data of the Customers without the permission of Halify. You may not contact any Customer or collect, record, store, grant access, use or cross-use the personal data provided by the Customers or accessible to you via the Halify App for any reason other than for the purposes of fulfilling the Transportation Service request. 11.5. Halify is the chief processor which processes personal data of you and the Customers. You act as an authorised processor for the Customer data that Halify makes available to you. In processing Customer's data you must oblige with the procedure, manner of and conditions for processing personal data are provided in the Privacy Policy of Halify. In case you violate any of these privacy protection provisions, Halify can terminate the Agreement without notice and claim all costs and potential damages (including brand reputation) related to your infringement of the aforementioned obligations. 11.6. In the event that we receive a complaint from a Customer, which has an element of the commission of a crime by you, the Customer shall promptly make a formal complaint to the Nigeria Police Force against you and we shall suspend your Halify account pending the conclusion of the investigation of the allegations contained in the report by the Nigeria Police Force. The block of access will be removed once the Nigeria Police Force's investigation disproves such suspicions. 12. LIABILITY 12.1. The Halify App is provided on an "as is" and "as available" basis. Halify and its Affiliates do not represent, warrant or guarantee that access to Halify App will be uninterrupted or error free. As the usage of Halify App for requesting transportation services depends on the behavior of Customers, Halify and its Affiliate do not guarantee that your usage of the Halify App will result in any Transportation Service requests. Halify is not liable for the proper functioning of the Halify App and any loss or damage that you may incur as a result. 12.2. To the maximum extent permitted under the applicable law, Halify and/or any of its Affiliates, representatives, directors and employees are not liable for any loss or damage that you may incur under or in connection with the Agreement or as a result of using the Halify App, including but not limited to:  any direct or indirect property damage or monetary loss;  loss of profit or anticipated savings;  loss of business, contracts, contacts, goodwill, reputation and any loss that may arise from interruption of the business;  loss or inaccuracy of data;  injury or loss of life to a third party or customer arising from your usage of the Halify App and  any other type of loss or damage. 12.3. For avoidance of doubt Halify does not guarantee the submission of requests by the Customers and can in no way be considered as a person acting on behalf or in the name of the Customer. Halify will strive to remove unwelcomed users of the Halify App. However, Halify and/or any of its Affiliates are not liable for the actions or non-actions of the Customers or their co-passengers using the Halify App and shall not be liable for any loss or damage that you may incur as a result of actions or non-actions of the Customers or their co-passengers. 12.4. Please note that you are fully liable for breach of the Agreement and/or any other applicable laws or regulations and must stop and remedy such breach immediately after receipt of a respective demand from Halify, Affiliate or any state or other authority. 12.5. You are fully liable and shall indemnify Halify for any direct and/or indirect loss and/or damage, loss of profits, expense, penalty, fine that Halify and/or any of its Affiliates or representatives may incur in connection with your breach of the Agreement and/or claim by a third party (including the Customer) directly or indirectly related to provision of Transportation Services. Should any of the Customers present any claims against Halify in connection with your provision of Transportation Services, then you shall compensate such damage to Halify in full within 7 (seven) days as of your receipt of the respective request from Halify. 12.6. You are obliged to comply with all tax obligations you may incur in relation to fulfilling your obligations arising from the Agreement or providing Transportation Services. You shall indemnify Halify and/or its Affiliates from all tax liabilities, duties, levies, claims and penalties that it incurs as a result of your failure to comply with your tax obligations (including, but not limited to, failure to pay income tax). 12.7. In case Halify is entitled to present any claims against you, then you shall compensate Halify any legal costs related to evaluation of the damages and submission of claims relating to compensation for such damage. 13. TERM AND TERMINATION 13.1. The conditions expressly specified in these General Terms shall enter into force as of submitting the signup application located on the Website. Each other document that is part of the Agreement shall enter into force once the specific document has been made available to you and you commence or continue providing the Transportation Services, unless prescribed otherwise in the Agreement. 13.2. You may terminate the Agreement at any time by notifying Halify at least 7 (seven) days in advance, after which your right to use the Halify App and Halify Services shall terminate. The Agreement will also terminate upon the deletion of your Halify account. 13.3. Halify may terminate the Agreement at any time and for any reason at the sole discretion of Halify by notifying you at least 3 (three) days in advance. 13.4. Halify is entitled to immediately terminate the Agreement and block your access to Halify App without giving any advance notice in case you breach the Agreement, any applicable laws or regulations, disparage Halify or its Affiliates, or cause harm to Halify or its Affiliates' brand, reputation or business as determined by Halify in its sole discretion. In the aforementioned cases Halify may, at its own discretion, prohibit you from registering a new account or take other necessary steps to stop you from providing Transportation Services. 13.5. Halify may also immediately block your access to the Halify App and other Services for the period of investigation, if we suspect an infringement of the Agreement or fraudulent activity from your behalf. The block of access will be removed once the investigation disproves such suspicions. Halify shall only use the right described herein in good faith. 13.6. Halify is aiming to provide the highest quality service to all Customers and is monitoring the activity of Drivers in its system. If you fail to meet the minimal service requirements, such as the obligation to possess a certain minimal rating and activity score, Halify is entitled to immediately terminate the Agreement without giving any advance notice. 14. AMENDMENTS 14.1. Halify has the sole right to make changes to any of the documents forming part of the Agreement. Any changes to the Agreement shall enter into force after they have been made available to you via e-mail, Halify App or Driver's Portal and you have continued to provide Transportation Services, unless prescribed otherwise in the Agreement. 14.2. In order to amend the General Terms, Halify shall post a revised version of the Agreement on the Website and give you at least 14 (fourteen) days prior notice. If you continue to use the Halify App, you shall be deemed to have accepted the revised conditions. 15. APPLICABLE LAW AND COURT JURISDICTION 15.1. The Agreement shall be governed by, and construed and enforced in accordance with the laws of the Federal Republic of Nigeria, without regard to conflict of law principles or the United Nations Convention on the International Sale of Goods. 15.2. Any dispute that may arise in connection with this Agreement, whether with respect to its existence, validity, interpretation, performance, breach, termination or otherwise, shall be settled by way of negotiations. If the respective dispute resulting from this Agreement could not be settled by the negotiations, then the dispute will be finally solved by the appropriate Court in the Federal Republic of Nigeria. 16. CONTACT INFORMATION 16.1. You are obligated to immediately notify Halify of any changes of your contact information and guarantee to keep the contact information accurate and up to date. 16.2. The contact information of Halify is available at the Website. 17. FINAL PROVISIONS 17.1. If any provision of the Agreement is held to be unenforceable, the parties shall substitute for the affected provision an enforceable provision that approximates the intent and economic effect of the affected provision. The failure or delay by either party to enforce any term of the Agreement shall not be deemed a waiver of such term. 17.2. You may not assign the Agreement or any of its rights or obligations there under, if not provided otherwise by the Agreement. 17.3. Any notice required to be given under this Agreement shall be sufficiently given if: (i) delivered personally, (ii) sent by courier with proof of delivery, (iii) sent by registered mail, (iv) sent by e-mail or (v) made available via the Halify's Driver's Portal or Halify App. Any notice which is sent or dispatched in accordance with this clause 17.3 shall be deemed to have been received: (i) if delivered personally, at the time of delivery to the party; (ii) if delivered by courier, on the date stated by the courier as being the date on which the envelope containing the notice was delivered to the party; (iii) if sent by registered mail, on the 10th day after handing the document over to the post office for delivery to the party; (iv) if made available via the Halify's Driver's Portal or the Halify App, or (v) if sent by e-mail, on the day the party receiving the e-mail confirms receiving the respective e-mail or on the 2nd day following the dispatch of the e-mail provided that the sender has not received an error notice (notifying that the e-mail was not delivered to the party) and has sent the e-mail again on the next calendar day and has not received a similar error notice. Date of entry into force of the General Terms: 03.09.2019. HALIFY

Privacy Policy for Passengers

Halify Concept (Company Registration Number 2688066) located at 4 Okirika Close, Off Nembe Road, Rumuibekwe Housing Estate, Port Harcourt, Nigeria, is the controller of personal data of passengers and has appointed a Data Protection Officer. The term "us" or "we" refers to the owner of the Halify app, a private company, founded in the Federal Republic of Nigeria. 1. Personal data we process  Name, phone number, e-mail address.  Geolocation of the passenger, the time and the destination of a journey.  Payment information.  Information about disputes.  Identification data of the device on which the Halify app has been installed. 2. Purpose of the process  We collect and process personal data for the purpose of connecting passengers with drivers to help them move around cities more efficiently.  We display geolocation data and the phone number of passengers to drivers to enable efficient pick-up. Geolocation data is collected only when the Halify app is activated. The collection of geolocation data stops after closing the Halify app.  We may use geolocation data to resolve quality issues related to transportation services.  We use contact details to notify passengers of updates to the Halify app.  We collect data of the routes taken by drivers and passengers to analyse the geographic coverage in order to provide recommendations to the drivers about most efficient routes.  Your name, phone number and e-mail will be used to communicate with you.  We obtain payment details to process passengers' payment on behalf of drivers for transportation services.  Customer support data is collected on a case-by-case basis and stored for the purpose of resolving disputes and service quality issues. 3. Legal Basis  Personal data is processed in order to provide the service contracted with passengers. We collect and processes the personal data submitted by the passengers in the course of installation and use of the Halify app. The prerequisite for the use of Halify services is passengers agreeing to the processing of identification and geolocation data.  Personal data may be also processed on legitimate interest grounds, for example in investigating and detecting fraudulent payments. 4. Recipients  The personal data of passenger is only disclosed to driver who has activated Halify app; in such case, driver will see the name, phone number and geolocation data of the passenger.  After providing the transportation service, the name and the telephone number of the passenger will remain visible to the driver for 24 hours. This is necessary for drivers to resolve any issues associated with service provision, e.g., to contact the passenger if something was left behind in the vehicle.  Feedback given by passengers regarding the quality of the service is anonymous and drivers do not receive names and telephone numbers of the passenger who provided rating and feedback. 5. Security and access  Any personal data collected in the course of providing the services is transferred to and stored in the data centres of Godaddy Inc in Scottsdale Arizona USA. Only authorised employees of Halify Concept and partners have access to the personal data and they may access the data only for the purpose of resolving issues associated with the use of the services (including disputes regarding transportation services).  Halify Concept and partners can access personal data to the extent necessary to provide customer support.  Geolocation data is processed in anonymised form and personalized only if the geographical location data is needed to be linked to a passenger for resolving disputes or fraud.  For research and scientific purposes, the data is used in unidentified form (anonymized) 6. Access and correction  You can access and update your personal data via the Halify app. 7. Retention  Your personal data will be stored as long as you have an active passenger account. If your account is closed, personal data will be deleted (according to the policies set out in this section) from the databases, unless such data is required to be retained for accounting, dispute resolution or fraud prevention purposes.  Financial data regarding transportation services provided to passengers will be stored for 3 years after the last journey.  Data required for accounting purposes will be stored for 7 years [after the last journey].  In the event that there are suspicions of a criminal offence, fraud or false information having been provided, the data will be stored for 10 years.  In case of payment disputes, data will be retained until the claim is satisfied or the expiry date of such claims.  Journey history data will be stored for 3 years, after which the data will be anonymized.  Please note that the deinstallation of Halify app in your device does not cause the deletion of your personal data.  If the Halify app has not been used for 3 years, we will notify you and ask you to confirm whether account is still active. If no reply is received, the account will be closed and personal data will be deleted unless such data is required to be stored for accounting, dispute resolution or fraud prevention purposes. 8. Deletion  You should also bear in mind that any request to delete your personal data is possible only if we delete your account. As a result of that you will not be able to use Halify app via an account which has been deleted.  We respond to any request for to delete personal data submitted by e-mail within a month and will specify the period of data deletion. 9. Portability  We will respond to any request for transfer of personal data submitted by e-mail within a month and specify when the data transfer will take place. After we have verified the customer in question, we will provide you with your personal data, which includes: contact information, last 3 years’ journey history and payment information. 10. Direct marketing  We will only use your e-mail address and/ or phone number to send direct marketing messages if you have given us permission to do so via the website or via the Halify app. We may personalize direct marketing messages using the information how you use Halify services (frequency of use, journeys, payments).  If you no longer wish to receive direct marketing messages, please click the “Unsubscribe” link in the footer of our e-mail or in profile section of the Halify app. 11. Dispute resolution  Disputes relating to the processing of personal data are resolved through customer support or by contacting Halify’s Data Protection Officer help@halifyride.com or phone line +2348125900210).

Halify Terms and Conditions for Passengers

Halify is a web-based app for ordering transportation; it communicates transportation service requests to the transportation service providers who have been registered as users of the Halify system. 1. Using the Halify app 1.1 The use of the Halify app requires installation of the software and registration of a user account. During the installation of the Halify app, the mobile number of the Halify service user is linked to the respective user account and added to the database. 1.2 When using the Halify app, the user can choose whether he/she wishes to pay in cash or via in-App payment for the transportation service to the driver. Once a payment option has been selected, the user cannot change this. 1.3 Any complaints can be sent to our support team via email halifyproject@gmail.com through the Halify App by using the support button, or by calling our support line +2348125900210 (available on weekdays 09.00-17.00 W.A.T). 2. Halify in-App payment conditions 2.1 In-App payments can be made by a user of the Halify app who has included his/her card on the app. 2.2 When making in-App payments, the receiver of the payment is Halify Concept, who forwards the received payment to the transportation service provider. 2.3 When making in-App payments, a service fee is added per each order of transportation service. The named service fee includes payment commission fees, incl. Visa / MasterCard service fees, Value Added Tax (VAT). The amount of the service fee is displayed in the mobile app. In the event that the in-App payment intermediary enacts a fee for the usage of the payment service, which has to be paid by the customers separately, then the named fees are not included in the Halify credit card and in-App payment fee. 2.4 The intermediation of card payments in the Halify app is carried out through Paystack pursuant to the following Terms & Conditions.https://paystack.com/terms . 2.5 Halify shall be responsible for the functioning of card payments and offers card owners support in solving problems. The resolution of in-App payment related disputes also takes place through Halify in cases where the issue is directly related to the in-app payment process. The contact for Halify in-App payment support service is: hello@halifyride.com – Inquiries submitted by e-mail shall receive a response within 5 working days. Halify shall resolve all in-App payment related complaints and applications upon complete clarity on the issue within four business days. 2.6 When offering in-App payments, Halify acts as the economic agent of transportation service providers by intermediating payments made in the Halify app. The obligation of the customer in front of the transportation service provider shall be considered fulfilled as of the moment when the payment order is made for the payment of funds into the Halify bank account. Halify shall not be responsible for the exercise of the customer's payment order. 3. Ordering or cancelling a transportation service 3.1 If the Halify app user orders a vehicle and the driver has confirmed the receipt of service then the transportation is considered pre-ordered. 3.2 Cancelling the use of an ordered transportation is considered to be the situation where the driver has been notified about the receipt of an order and the Halify app user waives the use of the transportation service after a notice has been received. 3.3 Cancelling the use of an ordered transportation is also considered to be the situation where the user of the Halify app or people whom the transportation was ordered for do not appear in the vehicle within 8 minutes as of the time when the driver notified them about the arrival of the vehicle in its destination. 3.4 In case of cancelling the transportation service the Halify app user is required to pay 400 Naira as a penalty fee. In the event that the Halify user notifies about the cancelling of transportation service within 5 minutes as of receiving of the notification concerning the receipt of the order through Halify, the user does not have to pay the penalty fee. 3.5 We have the right to revoke the right to use the app if the user has waived the use of transportation service on 3 successive instances in one 24 hour period. In that case the app notifies the user about the number of cancellations and after waiving the 3rd time, Halify cancels the usage right. Halify usage right can be cancelled for up to six months. After that the user can reactivate his/her user account by contacting the local team via email. Access to app can also be revoked on the basis of harassment, providing false information/allegations and engaging in any criminal activities. 4. Use of the Halify app 4.1 Halify is a mobile app that enables persons requiring a transportation service to find a suitable provider closest to them. 4.2 The use of the Halify app is based on a non-exclusive licence issued by Halify Concept. The licence agreement is valid for a non-limited period and is free of charge for the customer. In case of any faults in the software, we shall endeavour to correct them as soon as possible, but please keep in mind that the functionality of the app may be restricted due to occasional technical errors and we are not able to guarantee unlimited faultless functioning of the app at all times. We shall also accept no liability for any losses incurred as a consequence of the Halify app not functioning or not being usable in the desired manner. In the event that the customer's right to use the app is cancelled, the corresponding non-exclusive licence shall also be repealed. 4.3 As the Halify app is primarily a link between customers and transportation service providers, Halify cannot influence or take any responsibility for the quality or defects of the service. Driver-partners are not employees and for this reason, we are unable to guarantee consistently accurate and faultless provision of transportation services located via Halify. For resolving complaints please contact our support team (referred to in clause 1.3). 4.4 The Halify app does not constitute an offer or brokerage of transportation for customers. The Halify app is not a means for organizing the provision of transportation services. It is also not an agency service for finding customers for transportation providers. 4.5 The consumer's right of refund (withdrawal) is not applied to Halify app orders. 4.6 A rider must be 18 and above to register and ride. If a rider in under the age of 18, he or she must be accompanied by someone who is 18 years or older. Unaccompanied minors are not to be in rides and Halify bears no liability for unaccompanied minors. 4.7 The Halify app is set up to help people move from point A to B and is not a means for the delivery of parcels. Moving parcels is not under the purview of this platform and Halify shall not be held liable for missing or undelivered parcels. A rider must also be accountable for their items during a ride. 4.8 Halify would help to recover lost and forgotten items only in the event that these items are found by the driver-partner and taken to the Halify office. Furthermore, these recovered items that have been taken to the Halify office have a 14-day time span to be retrieved after which Halify will not be held liable for them. 5. By registering an account with Halify, a customer shall accept the following conditions 5.1 Halify shall have the right to add the personal data of the app user to the Halify database and to forward the personal data to transportation service providers in accordance with Halify’s Privacy Policy. 5.2 Halify shall have a right to make unilateral amendments to the Terms and Conditions and Privacy Policy and to relinquish the database to third parties. We may notify users of changes to Terms and Conditions and Privacy Policy. 5.3 Halify shall be entitled to transfer the database of personal data to third parties without prior notification of the app users. In case of a transfer of the business or the database, the rights and conditions arising from this licence agreement shall be transferred as well. 5.4 Halify shall be entitled to forward personal data and bank data to credit card and mobile payment intermediaries. 5.5 Halify has the right to send marketing messages and authentication codes through SMS messages. 5.6 Halify only encourages the use of 2 modes of payments i.e Cash payment and the in- App payment (Card). Halify bears no liability on damages that may occur outside the outlined acceptable payment methods. 6. Good practice of using the Halify app 6.1 As Halify is not a provider or broker of the transportation service, we are unable to influence the quality of the transportation service. Any issues with defects or quality of the transportation service shall be resolved in accordance with the rules and regulations of the transportation service provider or the relevant supervisory authority. 6.2 Halify is committed to contributing to improvement of the quality of transportation services. For this reason, we continuously collate ratings and ask to fill out a feedback form in the Halify app. This enables us to offer suggestions to the transportation service providers for improving the quality of their service. 6.3 We expect that the users of the Halify app use the app in good faith and are respectful of the drivers who offer their services through Halify 6.4 Halify shall make every effort to ensure that only drivers, who have integrity and are respectful of their profession and customers, use the Halify app. However, we are in no position to guarantee that every provider of transportation services, located via the Halify app, satisfies the aforementioned criteria at all times. If you experience objectionable transportation service, please notify the company responsible for the service, a supervisory authority or our support team (referred to in clause 1.3). 6.5 In the event that we receive a complaint, which has an element of the commission of a crime by a transport service provider, the Customer shall make a formal complaint to the Nigerian Police Force, an report is tendered, and the transport service provider shall cooperate with the Nigeria Police Force in ensuring that the allegations contained in the complaint are diligently investigated. 6.6 In the event that a user makes an allegation against a Driver-partner especially in events where details of partners are shared online, Driver-partners reserve the right to seek legal redress and may pursue legal recourse against damages to their character. 7. Free rides referral campaign 7.1 Halify shall reward riders with a N4000 discount code for every new unique rider they invite to use the app. Discount codes are only applicable when the card payment option is selected. 7.2 The reward code will only be valid if the new rider uses Halify’s mobile payments for the first ride. 7.3 Halify has the right to void any discount codes and block rider accounts if it suspects any fraudulent activities and charge the rider for the damages caused.

HALIFY LOGISTIC TERMS & CONDITIONS

1. Information about us 1.1 Halify Logistics is operated by Halify Concept (and the terms “we”, “us”, and “our” shall be construed accordingly). We are registered with Nigeria corporate affairs commission and have our registered office at No. 4 Okirika close off Nembe Road, Rumuibekwe Housing Estate, Port Harcourt, Rivers State, Nigeria. 1.2 You can contact us via email at logistics@halifyride.com, +2348065527403, +2348125900210. Our business hours run from 8am – 5pm Nigeria time. 1.3 If we have to contact you we will do so by telephone or by writing to you at the email address provided to us in your order. 1.4 When we use the words “writing” or “written” in these terms, this includes emails. 1. These Terms Please read these Terms carefully before you submit your order to us. These Terms tell you who we are, how we will provide the Services to you, how you and we may change or end the Contract (defined below), what to do if there is a problem and other important information. If you think that there is a mistake in these Terms or that they require any changes, please contact us to discuss it. 1. Your Status 2.1 By placing an order through Halify Logistic you warrant that: 2.1.1 You are legally capable of entering into binding contracts; and 2.1.2 You are at least 18 years old. 1. How the Contract Is Formed Between You and Us 3.1 After placing an order for the Services in respect of a Bag or Bags or parcel(s) through Halify Logistics, you will receive dispatch note from us acknowledging that we have received your order 3.2 We reserve the right, at our sole discretion, to reject your order for any reason whatsoever, including, without limitation, where the Collection Point (defined below) and/or Delivery Point (defined below) fall within an area in which we do not provide the Services. 3.3 The Services shall be limited to the collection, transportation and delivery of the Bag or Bags/parcel(s) referred to in the dispatch note. 3.4 Halify Logistic is solely for the promotion of our Services in Nigeria. Unfortunately, we are not able to accept orders for the collection and/or delivery of Bags/parcels outside Nigeria. 1. Your rights to make changes 1. Our Courier 4.1 Our services are performed and delivered by our staff members (the “Courier”), under employment of Halify Concept. Some of our Services could be sub-contracted by us to such courier as we may nominate from time to time. References to the Courier in these Terms shall be deemed to mean us. 4.2 You agree that we may disclose your information to the Courier for the purposes of the provision of the Services, management analysis and monitoring, the purchase and supply of customer materials, administration of customer accounts and the advertising of services and products provided by us. 1. The Bag/Parcel 5.1 Bags/parcels must not: 5.1.1 exceed the weights and dimensions specified on Halify Logistics Baggage Limitation Page, as we may update from time to time. 5.2 You shall for all purposes be treated as the sole beneficial owner of the Bag/Parcel. You agree that if any other person shall in respect of any Bag/Parcel make any claim against us or the Courier arising out of the Contract (whether arising out of any negligence, breach of duty or other wrongful act or omission by us, the Courier or otherwise) outside or beyond our liability to you, then you shall indemnify each of us and the Courier against such claim (and all costs incurred by us or the Courier in relation thereto). Neither we nor the Courier shall be under any liability to you in respect of any such claim. 1. Delivery 6.1 We will transport the Bags/Parcel from the collection point (“Collection Point”) to the delivery point (“Delivery Point”) chosen by you when placing an order on Halify Logistics provided that either the Collection Point and/or the Delivery Point is an airport, port, Hotel or other home address/office. 6.1.1. No pick-up if the delivery address is not clearly stated in the dispatch note 6.2 It is your responsibility to ensure that the Bags/Parcels are made available for collection by the Courier from the Collection Point at the time frame specified in the Confirmation. If, owing to your failure to do so, the Courier is not able to collect the Bags/Parcels at that time frame, you shall not be entitled to a refund for the Services already paid for in respect of those Bags/Parcels. 6.3 We will make every reasonable effort to deliver your Bag/Parcel from the Collection Point to the Delivery Point by the delivery time and date set out in the Confirmation. 6.4 Unless caused by a Force Majeure Event (see clause 16), if we fail to deliver the Bag/Parcel to a Delivery Point by the delivery time and/or date set out in the Confirmation, we will refund your payment to us. 6.5 You agree to provide photographic ID when you collect your Bag/Parcel if requested. 6.6 You acknowledge that your Bag/Parcel will be consolidated with those of our other customers for transport and neither we nor the Courier will necessarily monitor the movement of individual Bags/Parcel at all points prior to delivery. 6.7 The route and method by which your Bag/Parcel is transported shall be at the Courier’s sole discretion. 6.8 The Courier will make one attempt to deliver a Bag/Parcel. The Courier may deliver a Bag/Parcel to the addressee shown in the dispatch note or to any other person appearing to have authority to accept delivery of the Bag/Parcel on the addressee’s behalf (such as persons at the same premises as the addressee, neighbours of the addressee or, where the Delivery Point is a hotel, a receptionist or other representative of the hotel) at the Delivery Point. Where the Delivery Point is a hotel, you must specify the name of the person that the room at the hotel is booked under, and to the extent possible, their room number, when placing the order. The Bag/Parcel will not necessarily be delivered to the addressee personally. The Courier may use an electronic device to obtain proof of delivery and you agree that you will not object to the Courier relying on a printed copy of this as evidence of delivery merely on the grounds that the information concerned is obtained and stored in electronic form. 6.9 Subject to clause 8.11 below, if the Courier cannot obtain a receipt at the Delivery Point and the Delivery Point is a residential address, the Courier shall be entitled to attempt to deliver and obtain an appropriate receipt at an address close to the Delivery Point and, if successful, the Courier will leave at the Delivery Point details of the address at which delivery has been effected. If the Bag/Parcel has not been delivered, the Courier shall be entitled to return it to the Courier’s premises, after leaving at the Delivery Point a request for the addressee to contact the Courier to make alternative delivery arrangements. If: 6.9.1 No such contact is made within a reasonable time; or 6.9.2 The addressee refuses to accept delivery; 6.9.3 It transpires that the Bag/Parcel was incorrectly addressed; or 6.9.4 We do not receive your instructions within 24 hours after the Courier’s second attempt (if a second attempt is made) to deliver the Bag/Parcel. 6.9.5 Then you agree that: 6.9.5.1 The Courier may attempt to return the Bag/Parcel to you at your cost; or 6.9.5.2 We or the Courier may destroy or sell the Bag/Parcel without any further liability to you. 6.10 You agree to pay us, as a surcharge, any costs we or the Courier incur in storing, forwarding, disposing of, selling, or returning the Bag/Parcel and the Courier’s charges (if any) for making a second or further delivery attempt, returning the Bag/Parcel to you and/or for the agreed appropriate next action. 6.11 If the Courier is unable to deliver a Bag/Parcel because of an incorrect address the Courier will make all reasonable efforts to find the correct Delivery Point. We will notify you of the correction and the Courier will deliver or attempt to deliver the Bag/Parcel to the correct Delivery Point. 6.12 Neither we nor the Courier accept any responsibility in any circumstances for the suspension of carriage, redirected delivery (whether to a different address from that stated in the Confirmation) or the return of a Bag/Parcel to you and, in the event that the Courier should attempt but fail to do so, neither we or the Courier shall have any liability for any losses occasioned thereby. 66.13 We do not deliver to post office box numbers and we therefore reserve the right to refuse any order for such Services in such cases. 6.14 We are not required to provide you with proof of delivery of any Bag/Parcel. 6.15 Collections and/or deliveries which take more than thirty minutes from arrival at the Collection Point and/or Delivery Point by the Courier may be subject to a surcharge, as specified by us from time to time. 1. Prohibited, Restricted items and rights of inspection 7.1 The Services will not be provided (and any Services ordered may be cancelled without notice to you), and you agree not to order Services, in respect of the carriage or storage of any of the following: guns, explosives, ammunition, corrosive chemicals, precious stones, precious metals, watches, jewellery, fragile, money, travel tickets, and any other goods which the Courier may at its sole discretion deem to be valuable. 7.1.1. Our liability against loss or damage of the Bag/Parcel shall be limited to three (3) times the loss of our services as stated in our delivery invoice/dispatch note to you. 8.1 Your Bag/Parcel will not be opened and/or searched by us or the Courier without your consent, save where required to do so by Local Customs, the Civil Aviation Authority, the Nigerian Police Force, any other regulatory or governmental authority. 8.1 Bags/Parcel may be subject to security screening which could include the use of x-ray equipment. If it comes to the attention of either us or the Courier that any Bag/Parcel does not meet any of the restrictions or conditions set out in these Terms, we or the Courier may refuse to transport the Bag/Parcel (or any shipment of which it is a part) and, if carriage is in progress, we or the Courier may suspend carriage and hold the Bag/Parcel to your order. 1. Proceeds of Sale The proceeds of any sale of a Bag/Parcel pursuant to any provision of these Terms shall first be applied to any charges, costs or expenses and other amounts (including interest) outstanding in respect of the Bag/Parcel or otherwise due from you to us or the Courier. Any balance shall be held to your order, but may be applied against amounts subsequently incurred by you to us or the relevant Courier. 1. Your obligations 9.1 You warrant, represent and guarantee to us that: 9.1.1 to the extent that any instructions on Halify Logistics requires you to label the Bag, the Bag has been correctly labelled and the label or labels have been securely fixed by you in a prominent position on the outer surface of the Bag/Parcel that can be clearly seen by the Courier; 9.1.2 The addressee’s full address has been accurately and legibly completed on an address label securely fixed by you to a prominent position on an outer surface of the Bag/Parcel that can be clearly seen; the latter applies to bookings completed by a third party, such a Hotel receptionist or corporate clients. 9.1.3 The Bag/Parcel has been packed safely and carefully by you to protect against the ordinary risks of transport including any associated sorting process; 9.1.4 The Bag/Parcel has been prepared for carriage in secure premises by you or reliable staff employed by you and the Bag has been safeguarded against unauthorized interference during preparation, storage and transportation prior to collection by the Courier; 9.1.5 The Bag/Parcel is not, and does not contain, a Prohibited Item; 9.1.6 You have fully complied with the provisions of these Terms in relation to the Bag/Parcel; 9.1.7 All applicable laws and regulations have been complied with; and 9.1.8 These Terms constitute binding and enforceable obligations on you and the addressee. 9.2 You acknowledge that we are relying on the above warranties, representations and guarantees in entering in to the Contract and you agree to indemnify us and the Courier on demand and hold each of us harmless from any liabilities suffered or any costs, damages or expenses (including legal costs on a full indemnity basis) incurred either to you or to anyone else arising out of you being in breach of any of these warranties, representations and guarantees even if an Bag is accepted for carriage which contravenes any of your obligations. 1. Your Right to cancel the contract 10.1 This clause 14 will only apply if you are ordering Services as a consumer. 10.2 For most products and services bought online you have a legal right to cancel the Contract within 2 days and receive a refund. 10.3 You have 2 days to cancel the Contract after the day we email you the Confirmation. However, once we have completed the Services you cannot cancel the Contract, even if the period is still running. If you cancel the Contract after we have started the Services, you must pay us for the Services provided up until the time you tell us that you have cancelled the Contract. 10.4 Please note that where you have expressly indicated that the supply of Services should begin during the cancellation period, if you subsequently cancel the Contract during the cancelation period in accordance this clause 14, you will only be entitled to a refund in respect of such part of the Services that have not been performed, in comparison with the full coverage of the Contract. If the Services have been fully performed (i.e. the Bag/Parcel has been delivered in accordance with clause 8), you shall not be entitled to any refund. 10.5 Requiring change of delivery once the bag has been collected can be done by contacting us via email to logistics@halifyride.com, noting your full name, and any other details that have been forwarded to you via our Confirmation or dispatch note. While we’ll do our best to attend to the request, we cannot guarantee prompt delivery that relates to a change of time and/or delivery address, if the change is requested at a time of less than 2 hours prior to the desired time of delivery. 10.6 Once the change of delivery time has been accepted by us, the service will be completed at the delivery of the bag/parcel in the new time and/or address requested by you. 1. If there is a problem with the Service 11.1 If you have any questions or complaints about the Service, please contact us. Write to us at logistics@halifyride.com or at the address. Alternatively, please speak to one of our staff. 11.2 We are under a legal duty to supply Services that are in conformity with this Contract. See the box below for a summary of your key legal rights in relation to the Services if you are a consumer. 1. Exclusions 12.2 You acknowledge that the limitations of liability set out in this clause 17 are fair and reasonable in the circumstances, and have been considered and reflected in the level of prices charged for the Services, or not use the Services. If you regard these limitations as insufficient you must take appropriate insurance alternatives. 12.3.4 We are not liable if your Bag/Parcel is lost, damaged, delayed or mis-delivered or not delivered or if we do not fulfil any obligations towards you at all as a result of: 12.3.4.1 Circumstances beyond our control (each a “Force Majeure Event”) such as (but not limited to): (a) acts of God including earthquakes, cyclones, storms, flooding, fire, disease, fog. (b) force majeure including (but not limited to) war, invasion, hostilities (whether or not war is declared), piracy, accidents, acts of public or foreign enemies, strikes, industrial action, embargoes, perils of the air, riot, terrorism, rebellion and/or military coup, local disputes, civil war or civil commotions; (c) National or local disruptions in air or ground transportation networks and mechanical problems to modes of transport or machinery; (d) Latent, pre-existing or inherent defects or inherent vice or characteristics in the Bag/Parcel; (e) Criminal acts of third parties such as theft and arson; (f) You being in breach of (or any other party claiming an interest in the Bag/Parcel causing you to breach) your obligations under these Terms and in particular those warranties, representations and guarantees set out in clause 12; (g) your acts or omissions or the acts or omissions of a third party; (h) an act or omission of any customs, airline, airport or government official; (i) failure to meet airport, station, our or other security requirements; or 12.3.4.2 electrical or magnetic damage to, or erasure of, electronic or photographic images, data or recordings; 12.4 Our performance under the Contract is deemed to be suspended for the period that a Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavors to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event, but if the Force Majeure Event continues for 2 days or more we may terminate the Contract without liability to you. 12.5 If you (or any person from whom you derive your right to claim) has caused or contributed to any loss, damage or delay to a Bag/Parcel, any liability we may incur in respect thereof (limited as set out in these Terms) may be reduced or extinguished in accordance with the law applicable to such contributory negligence. 12.6 Claims are limited to one claim per Bag/Parcel, settlement of which will be full and final settlement for all loss or damage in connection therewith. 12.7 Our liability will cease upon delivery of the Bag/Parcel in accordance with clause 8. 1. Price and Payment 13.1 The price of the Services (which includes VAT) will be the price indicated on the dispatch note of Halify Logistics when you placed your order, or as advised to you by our staff. We take all reasonable care to ensure that the prices of Services advised to you are correct. However please see clause 18.3 for what happens if we discover an error in the price of the Service you order. 13.2 If the rate of VAT changes between your order date and the date we supply the Service, we will adjust the rate of VAT that you pay, unless you have already paid for the Service in full before the change in the rate of VAT takes effect. 13.3 It is always possible that, despite our best efforts, some of the Services may be incorrectly priced. We will normally check prices before accepting your order so that, where the Service’s correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the Service’s correct price at your order date is higher than the price stated, we will contact you for your instructions before we accept your order. 13.4 We accept payment with cash and bank transfers to our understated account; HALIFY CONCEPT, Account Number – 0456038100 Guarantee Trust Bank PLC. You must pay for the Services in advance when placing your order. 1. Claims Procedure – Prescription If you wish to claim for a loss, damaged or delayed Bag/Parcel you must comply with the following procedure otherwise we reserve the right to reject your claim: 13.1 You must notify us about: 13.1.1 Loss: as soon as such loss is discovered (or with reasonable diligence ought to have been discovered) and in any event within the earlier of 1 day of the date the Bag/Parcel should have been delivered. 13.1.2 Damage: as soon as such damage is discovered (or with reasonable diligence ought to have been discovered) and in any event within 1 day after delivery of the Bag/Parcel; Or 13.32 We will assume the Bag/Parcel was delivered in good condition unless the addressee (or recipient pursuant to clause 8) has noted any damage on the Courier’s delivery record when he or she accepted the Bag/Parcel. 13.3 You must give us and the Courier the opportunity to examine the damage to and the packaging of the Bag/Parcel prior to repair. If not, no claim for such damage will be 13.4 The Bag/Parcel shall not be deemed to be lost until at least 30 days has elapsed since the date you notified us of the non-delivery. We may agree with you in writing to shorten this period. 13.5 We and the Courier may destroy the original documentation relating to your Bag after 3 months from the date of your ordering the Services in respect of that Bag/Parcel and you shall not hold this absence against us or the Courier. 1. How we may use your personal information 14.1 We will use the personal information you provide to us: 14.1.1 To supply the Services to you; 14.1.2 If you agreed to this during the order process, to inform you about similar services or products that we provide, but you may stop receiving these at any time by contacting us. 14.3 We will only give your personal information to other third parties, including our Courier, to the extent necessary to provide the Services and where the law either requires or allows us to do so. 1. Written Communications Applicable laws require that some of the information or communications we send to you should be in writing. When using our service, you accept that communication with us will be mainly electronic. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights. 1. Notices All notices given by you to us must be given to us by electronic means. We may give notice to you at the e-mail you provide to us when placing an order. Our notice will be deemed received by you and properly served immediately, 24 hours after an e-mail is sent. In our proving the service of any notice, it will be sufficient to prove, that such e-mail was sent to the specified e-mail address of the addressee. 1. Transfer of Rights and Obligations 15.1 The Contract between you and us is binding on you and us and on our respective successors and assigns. 15.2 You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent. 15.3 We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract without notice to you. 1. Lien We have a general lien on all your Bags/Parcel in our possession at any one time that gives us the right to hold any Bag/Parcel until payment is received, sell any Bag/Parcel and retain the proceeds of sale in settlement of any amounts that you may owe us or the Courier howsoever arising. Any unpaid balance will remain payable. In selling any Bag/Parcel we shall not be obliged to investigate the Bag/Parcel or attempt to obtain the best price possible for the Bag/Parcel content(s). 1. Waiver 16.1 If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these Terms, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations. 16.2 A waiver by us of any default shall not constitute a waiver of any subsequent default. 16.3 No waiver by us of any of these Terms shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing. 1. Severability If any of these Terms or any provisions of the Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law. 1. Entire Agreement 17.1 These Terms and any document expressly referred to in them the entire agreement between us in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing. 17.2 We each acknowledge that, in entering into a Contract, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to such Contract except as expressly stated in these Terms. 17.3 Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any Contract (unless such untrue statement was made fraudulently) and the other party’s only remedy shall be for breach of contract as provided in these Terms. 17.4 No variation to the entire agreement shall be valid unless made in writing and signed by our authorised representative. 1. Our Right to Vary These Terms and Conditions 18.1 We have the right to revise and amend these Terms and any document expressly referred to in them from time to time including, without limitation, to reflect changes in market conditions affecting our business, which may include, but shall not be limited to, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system’s capabilities, increased fuel costs and congestion charges and changes in the Terms of any Courier. 18.2 You will be subject to the policies and Terms in force at the time that you order the Services from us, unless any change to those policies or these Terms is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these Terms before we send you the dispatch note (in which case we have the right to assume that you have accepted the change to the Terms).