SECTION 1. GENERAL PROVISIONS
1.1. This agreement specifies the procedure of providing by the "Maxim: Transport & Delivery Ordering Service” (hereinafter referred to as the “Service”) the right to use the database containing up-to-date information on the existing demand for the services for a transportation of passengers and luggage and any other services for a delivery of freights and goods.
1.2. The agreement is an adhesion contract and is concluded under a simplified procedure by joining the terms of the agreement posted in electronic form on the Service’s website on the Internet at https://taximaxim.vn, unless otherwise provided for by a separate agreement of the parties. A person who has passed the registration procedure described in the agreement is considered to have accepted the agreement, which is equal to concluding a contract on the terms and conditions set forth in this document.
1.3. Before passing the registration procedure, please carefully read the text of this agreement and its appendices. In case of disagreement with any conditions, you must refuse to use the database.
1.4. The agreement is a license contract and is subject to the provisions of the applicable laws of the Socialist Republic of Vietnam.
1.5. The procedure for using the Service’s database, posted in electronic form on the Service website and set forth herein, is an integral part of the agreement.
SECTION 2. SUBJECT OF THE AGREEMENT
2.1. In accordance with the terms of this agreement, the Service grants the Partner the right to use database containing up-to-date information on existing demand for the services for a transportation of passengers and luggage and any other services for a delivery of freights and goods on conditions of a simple (non-exclusive) license, in the manner established by this agreement. The Partner undertakes to pay remuneration to the Service in the manner and amount established by the agreement or its appendices.
2.2. For the purpose of this agreement the database shall mean an organized structure constituting set of materials, technical facilities, software and hardware, as well as methods and algorithms (program code) ensuring interaction of the database elements, and designated to systematize, store, process, transform the materials in accordance with the database algorithms. The database materials can be accessed through authorized mobile application.
2.3. Acquisition, storage, systemization of information, creation of database by the Service, as well as legal relations between Partner and the Service with respect to granting access to the database shall be carried out in accordance with the current laws of the Socialist Republic of Vietnam.
2.4. In accordance with the current laws of the Socialist Republic of Vietnam, the information contained in the database is publicly available, freely distributable. The information is not classified by the current laws of the Socialist Republic of Vietnam, as the information limited or prohibited for distribution.
2.5. The information accessed by the Partner may be used at his/her discretion.
2.6. The database includes following materials:
2.6.1. Up-to-date information on existing demand for the services for a transportation of passengers and luggage;
2.6.2. Up-to-date information on existing demand for the services for a delivery of freights and goods.
2.7. Materials constituting the database have following characteristics:
2.7.1. Details on existing demand for the service of passengers and luggage transportation:
- Vehicle arrival address;
- Vehicle category;
- Trip destination address or trip distance;
- Applicable rate;
- Estimated trip cost;
- Contact details of the person that placed the order.
2.7.2. Details on existing demand service for a delivery of freights and goods:
- Vehicle’s arrival address;
- Type of freight (goods);
- Trip destination address or delivery distance;
- Applicable fare;
- Estimated delivery cost;
- Contacts of a person, who placed the order.
2.8. The territory within which the right to use the database is granted is the territory of the Socialist Republic of Vietnam.
2.9. The database is accessed through the provided authorized mobile application.
SECTION 3. REGISTRATION PROCEDURE ON THE SERVICE’S WEBSITE
3.1. In order to gain access to the database, it is necessary to go through the registration procedure on the Service’s website — independently using Internet or at the location of the Service office.
3.2. Registration on the Service’s website is full and unconditional adhesion to the terms of this agreement.
3.3. Registration shall be carried out by filling a special form in the website of the Service. During the registration process, the Service may require you to provide documents confirming the reliability of the specified information.
3.4. Registration shall be carried at the discretion of the Service. The provision of the documents and information necessary for registration shall not entail the unconditional obligation of the Service to carry out the registration procedure.
3.5. The registration procedure shall be completed by assigning the user identification (login) and password required for authorized access to the database. The user identification (login) and password are sent by the Service to the mobile phone number specified during the registration process.
3.7. The Service stores and uses some data about persons registered on the Service website, which is not personal data, such as:
3.7.1. User identification (login);
3.7.2. Mobile phone number specified during registration;
3.7.3. Mark, model and colour of the vehicle.
3.8. By registering on the Service’s website, the Partner expresses his/her consent to receive information messages, as well as promotional information by any means, including telephone communications, messages through instant messengers (including messages received via Viber, WhatsApp, Telegram and others) for the purpose and in cases, where the need for such consent is provided for by the Vietnemese advertising laws.
SECTION 4. REMUNERATION OF THE SERVICE
4.1. The Partner undertakes to pay the Service the fee for granting the right to use the database in the amount and on the terms set forth in the procedure for using the database.
SECTION 5. GUARANTEES OF THE SERVICE
5.1. The Service hereby guarantees that:
5.1.1. It possesses sufficient scope of rights to fulfill its obligations hereunder;
5.1.2. Execution of this agreement by the parties shall not entail the violation of any third parties’ intellectual rights;
5.1.3. Is not bound by any contract that can prevent the Partner from using the database on the terms set forth in this agreement;
5.1.4. It has neither performed nor will perform any actions causing the impossibility to use the database by the Partner on conditions set forth herein.
SECTION 6. METHODS AND PROCEDURE FOR USING THE DATABASE
6.1. The Partner may use the database as follows:
6.1.1. Retrieval of information from the database and use of specified information in his/her activity, including the provision of access to the specified information to third parties (his/her employees, contractors, etc.);
6.1.2. Full or partial reproducing in any form and by any means;
6.1.3. Modification, including translation of the database from one language into another.
SECTION 7. RIGHTS AND OBLIGATIONS OF THE PARTIES
7.1. The Service is entitled to:
7.1.1. Require the Partner to use the database in the manner and by the means provided for in this agreement;
7.1.2. Conclude agreements for assignment of the right to use the database, similar to this agreement, with third parties, including in the same territory in which the right to use the database is provided to the Partner;
7.1.3. Suspend Partner’s access to the database in case of violation by the Partner of conditions and time limits of the Service remuneration payment until the Partner makes payment;
7.1.4. Suspend Partner’s access to the database in case Service obtains documents testifying to the unlawful use of the information contained in the database. The Partner’s access to the database shall be suspended on the basis of effective court decisions and decrees establishing the fact of the violation committed by the Partner. The specified documents shall be submitted in the original or in copies certified to the relevant authorities. The Partner’s access to the database shall be suspended until the elimination of the revealed violations by the Partner.
7.2. The Service undertakes to:
7.2.1. Provide continuous, uninterrupted operation of the database during the entire validity period of this agreement.
7.3. The Partner is entitled to:
7.3.1. Use the database in the manner and by the methods set forth herein;
7.3.2. Require the Service to immediately eliminate any circumstances that impede the use of the database.
7.4. The Partner undertakes to:
7.4.1. Pay the Service the remuneration in the manner and within the period specified in the procedure for using the database.
7.5. In accordance with the laws of the Socialist Republic of Vietnam, the Partner shall not provide the Service with the reports on the database use.
SECTION 8. LIABILITIES OF THE PARTIES
8.1. The parties shall be liable for the violation of the terms of the agreement under the laws of the Socialist Republic of Vietnam.
SECTION 9. DISPUTE RESOLUTION PROCEDURE
9.1. The parties undertake to use their best efforts to resolve any disputes or disagreements arising out of or in connection with this agreement by means of negotiations.
9.2. The period for response to claim and for submitting documents aimed at peaceful resolution of disputes and disagreements, shall not exceed 7 (seven) working days from the moment the party receives such claims and the necessity arises for submitting these documents.
9.3. Should the parties fail to come to an agreement on existing disputes and disagreements by means of negotiations, the disputes and disagreements shall be resolved in court at the Service’s location.
SECTION 10. SPECIAL CONDITIONS
10.1. In accordance with the laws of the Socialist Republic of Vietnam, the agreement does not imply the transfer to the Partner of exclusive rights to the database, therefore granting to the Partner of the rights stipulated by the agreement is not subject to State registration with relevant authorities.
10.2. In accordance with the laws of the Socialist Republic of Vietnam, this agreement is a subscription contract and does not require the parties to issue and sign any bilateral acts of acceptance.
10.3. The Rules How to Use Maxim Service Database are an integral part of the agreement.
10.4. The terms and conditions of the agreement shall apply to all persons registered on the Service website, unless otherwise provided by a separate agreement of the parties. Should the parties conclude a separate agreement, the terms and conditions of such an agreement shall apply to the legal relations of the parties.
RULES HOW TO USE MAXIM SERVICE DATABASE
SECTION 1. TERMS AND DEFINITIONS
1.1. “Database” shall mean an organized structure, which is a set of materials, technical facilities, software and hardware, as well as methods and algorithms (program code) that ensure the interaction of the database elements and are designed to systematize, store, process, transform the materials according to the database algorithms. Access to the database materials can be obtained through the authorized mobile application.
1.2. “Partner” shall mean a person that accepted the terms of this agreement and received the right to use the database on its basis.
1.3. “Service” shall mean a legal entity that grants the Partner the right to use the database on the basis of this agreement.
1.4. “Authorized mobile application” shall mean an authorized mobile application that provides the granting of rights to perform certain actions, as well as verification (confirmation) of these rights when trying to perform these actions, designed for remote access of the Partner to the database.
1.5. “Order” shall mean information about the need to perform a certain type of work (providing a certain type of services) that makes up the database, and depending on the type of order having certain parameters specified in this document.
1.6. “Order cost” shall mean the amount of money paid to the Partner by the person that placed the order.
1.7. “Personal account” shall mean an account on which the Partner’s advance payments are recorded and from which money is debited as a fee for providing access to the database. The personal account has a unique number and is generated by the Service.
1.8. “Personal account balance” shall mean the difference at a certain point in time between the amounts of funds deposited to the personal account and debited from the personal account.
1.9. “Client” shall mean an individual that books a service through the Service.
SECTION 2. GENERAL PROVISIONS
2.1. This document describes the conditions and procedure for providing the Partner with access to the database and is an integral part of the license agreement concluded between the Partner and the Service.
2.2. The activities of the Service to collect, store, record, systematize information, to form the database, as well as the legal relationship between the Partner and the Service to provide access to the database shall be carried out in accordance with the laws of the Socialist Republic of Vietnam.
2.3. In accordance with the laws of the Socialist Republic of Vietnam, the information posted in the database is publicly available, freely distributed. The information is not classified by the laws of the Socialist Republic of Vietnam as limited or prohibited for distribution.
SECTION 3. AMENDMENTS TO THE PROCEDURE
3.1. Amendments to this Procedure shall be made by the Service unilaterally by posting the relevant amendments on the Service website. Specified amendments shall take effect within 7 (seven) calendar days after their publication on the website.
3.2. Any amendments to the Procedure from the date of their entry into force shall be binding for all persons using the database, including those that started using the database before the effective date of the amendments. In case of disagreement with the amendments made, the Partner shall stop using the database and inform the Service.
SECTION 4. RIGHTS AND OBLIGATIONS OF THE PARTIES
4.1. The Service is entitled to:
4.1.1. Require the Partner to observe the conditions of this procedure;
4.1.2. Suspend or prohibit access of the Partner to the database in the manner and subject to the conditions set forth in this Procedure and the license agreement;
4.1.3. Amend the Procedure;
4.1.4. Record phone conversations with the Partner for the purposes of internal quality control of services provision;
4.1.5. Carry out scheduled maintenance and functional modification of the database. For the time period of such works, the Partner may be restricted from access to the database;
4.1.6. Suspend Partner’s access to the database, in case the personal account balance becomes null or negative until the time the Partner makes deposit to the personal account;
4.1.7. In case the Client leaves his/her property in the Partner’s car, provide the Client with the Partner’s full name and phone number in order to return the lost things as soon as possible;
4.1.8. Take any other actions not contradicting the laws of the Socialist Republic of Vietnam and terms and conditions of the procedure.
4.2. The Service undertakes to:
4.2.1. Provide the Partner with access to the database and ensure proper performance of the database, as well as continuous access of the Partner to the database except for the cases of scheduled maintenance and modification of the database operation, and in cases of malfunction;
4.2.2. Timely register the Partner’s payments on his/her personal account;
4.2.3. Timely detect and prevent any attempts of unauthorized access to the information provided by the Partner, its transfer to third parties not directly related to legal relations of the parties;
4.2.4. Not change or edit information about the Partner without his/her consent.
4.3. The Partner is entitled to:
4.3.1. Request the Service to provide access to the database of proper quality, in compliance with the terms of the procedure, including technical and consulting services.
4.4. The Partner undertakes to:
4.4.1. Execute the accepted order in accordance with its conditions;
4.4.2. Pay for the services rendered to ensure access to the database in the amount established by the procedure;
4.4.3. Should the Service make any payments in favor of the Clients due to improper quality of the services provided by the Partner (its employees and/or contractors), the Partner undertakes to compensate the Service for the losses incurred in this regard. This compensation is made by debiting funds from the Partner’s personal account.
Should the Partner commit actions for which the Service rules provide penalties, the Partner's personal account shall be debited in favor of the Service within the limits of the provided sanction. The list of violations is posted in the authorized mobile application.
In case of insufficient funds, the penalties accrued for the reporting period are the accounts receivables of the Partner, which shall be repaid as a priority when replenishing the personal account by the Partner;
4.4.4. Immediately notify the Service, in case of changing the registration details provided to the Service earlier, as well as upon the occurrence of circumstances making it impossible to execute orders.
SECTION 5. ORDER COST ESTIMATION PROCEDURE
5.1. The cost of the order shall be calculated automatically based on the parameters of the specific order (vehicle type, distance of transportation or delivery etc.), as well as the average cost of the relevant services formed in the region of the Partner's activity.
5.2. The Partner, in case of non-compliance of the calculated order cost with the rates set by the Partner himself/herself shall be entitled not to accept such an order for execution.
5.3. The acceptance by the Partner of the order for execution means full and unconditional consent of the Partner to the offered cost and compliance of the offered order cost with the Partner's rates. The Service shall be entitled to apply penalties to the Partner up to the termination of access to the database in case of unilateral modification of the order cost by the Partner after its acceptance for execution or failure to execute the accepted order.
5.4. When making settlements between the Client and the Partner in non-cash form the Service shall act as the agent on behalf of and at the expense of the Partner in the part of accepting funds from the Client to credit them to the Partner’s personal account. The Service shall assume the obligations of the Partner’s agent only with regard to ensuring receipt of monetary funds from the Client and shall not assume any other rights and obligations of the Partner.
SECTION 6. SIZE OF FEE PAYABLE TO MAXIM SERVICE AND SETTLEMENT PROCEDURE
6.1. The size of the fee payable to Service for granting access to the Database shall be determined as percentage deductions of the Partner’s income (earnings).
6.2. The size of the fee payable to Service is determined for every order and is available to be seen in the information about the order.
6.3. The size of fee payable to Service may be changed unilaterally through modification of these Procedure and publication of the changes made on the Service’s website on the Internet at https://taximaxim.vn. The Partner shall be informed of the size of fee revised via authorized mobile application.
6.4. The fee shall be made on a prepayment basis by topping up the personal account by the Partner in the amount personally determined by the Partner.
6.5. Payment for services is exercised through deduction of money from the Partner’s personal account in the amount equal to the size of the fee, once the Partner has confirmed the Order.
6.6. The personal account is topped up by making advance payments using bank cards, through the self-service terminals by cash crediting to the Service settlement (if technically available).
6.7. Service shall be the agent of the Partner for accepting payments from the Clients via Internet acquiring and other e-payment methods. Service is not a beneficiary and shall not get any profit from the payments made by the Client. Electronic payment for a trip shall be deducted from the bank card of the Client and credited to the personal account of the Partner opened in Service. The commission for acceptance of electronic payments is not charged from the Partner by Service.
6.8. Service shall be the customer of the services on the promotion of its product ("Maxim: service for order moto, delivery”), and the Partner shall be the contractor promoting the product of the customer.
6.9. Positive balance of the personal account of the Partner shall deem creditor indebtedness of Service to the Partner.
6.10. Negative balance of the personal account of the Partner shall deem indebtedness of the Partner to Service for the services rendered by it.
6.11. The Partner shall be an independent economic entity and he/she is solely and completely responsible before tax and insurance issues.
SECTION 7. LIABILITIES OF THE PARTIES
7.1. Liability of the Service:
7.1.1. The Service shall be liable for the fulfillment of its obligations in accordance with the laws of the Socialist Republic of Vietnam;
7.1.2. The Service shall not be liable for complete or partial interruptions of the Partner's access to the database caused by the replacement of hardware, software or some other scheduled works caused by the need to maintain efficiency and performance of the Service hardware and software;
7.1.3. The Service shall not be liable for interruptions of the Partner’s access to the database in case of failure of the software or hardware which does not belong to the Service;
7.1.4. The Service shall not be liable for the damages, lost profit incurred by the Partner as a result of using the database;
7.1.5. The Service shall not be liable for the damages inflicted on third parties by the Partner due to the use of the database by the Partner.
7.2. Liability of the Partner:
7.2.1. The Partner shall be liable for the fulfillment of his/her obligations in accordance with the laws of the Socialist Republic of Vietnam:
7.2.2. The Partner shall be solely liable to the person that placed the order, for proper execution of the order, as well as for any damage caused by him/her;
7.2.3. The Partner shall be liable for the damages inflicted on third parties both in respect of execution of the order and for the actions not related to the execution of the order. However, the Service may act as a mediator between the Partner and the Client in order to settle down these disputes as soon as possible.
SECTION 8. SPECIAL CONDITIONS AND LIMITATION OF LIABILITY
8.1. By accepting the conditions hereof, the Partner understands that the information he/she is granted access to hereunder is used by him/her independently, for his/her own benefit and at his/her own risk. The Partner represents, warrants and undertakes that:
8.1.1. The Partner possesses all the appropriate approvals and authority to provide transportation or/and delivery services to Clients;
8.1.2. The Partner owns or has the legal right and authority to operate the bike (“Vehicle”), which the Partner intends to use when accepting Clients and such Vehicle is in good operating condition and meets the industry safety standards for Vehicles of its kind;
8.1.3. If applicable, the Partner will use the appropriate road safety equipment, as required by applicable laws of the Socialist Republic of Vietnam (e.g. helmet);
8.1.4. The Partner possesses a valid policy of private vehicle insurance and insurance (in industry-standard coverage amounts) to operate the Vehicle as required by the relevant authorities and any other applicable regulation for the operation of the vehicle. The Partner shall ensure that his/her insurance covers any and all anticipated and unforeseeable losses in relation to damages to the Vehicle, any claims, personal injury and death of Clients, as well as third party coverage whilst operating as a Partner;
8.1.5. The Partner shall be solely responsible for any and all claims, judgments and liabilities resulting from any accident, loss or damage including, but not limited to, personal injuries, death, total loss and property damage which is due to or is alleged to be a result of the services for a transportation of passengers and luggage and any other services for a delivery of freights and goods provided by the Partner;
8.1.6. The Partner shall obey all local laws in connection with the Service and will be solely responsible for any violations of such local laws;
8.1.7. The Partner shall not contact Clients for purposes other than in connection with the Service;
8.1.8. The Partner is aware that when responding to Clients, standard telecommunication charges may apply which shall be solely borne by the Partner.
8.2. The Service shall not assume any obligations in respect of compensation for damages, including lost profit caused by the Partner to third parties.
8.3. The Service shall not be liable to the Partner for any actions of third parties as a result of which the Partner has incurred any damages including lost profit.
9. FORCE MAJEURE
9.1. Force majeure shall be the ground releasing the parties from their liability. For the purpose hereof, force majeure shall mean the circumstances provided for by the laws of the Socialist Republic of Vietnam.
9.2. The party affected by force majeure shall immediately notify the other party in writing of the occurrence, type, potential duration of force majeure and the obligations and about the fulfillment of precisely what obligations it impedes.
9.3. Should the parties affected by force majeure fail to notify the other party, this party shall further lose its right to refer to the force majeure as to the ground that may release it from its liability.
10. INTELLECTUAL PROPERTY
10.1. The Partner shall be granted a limited right to use trade name of "Maxim: service for order moto, delivery” for the purpose of advertising of booking methods.
10.2. The Partner shall be entitled independently to carry out actions aimed at promotion (advertising) of the phone number, other ways of carrying out the order, including placing advertising on the Partner's vehicles. In this case, the Partner shall be solely responsible for compliance of the advertising (including its content and placement) with the requirements and advertising regulations of the Socialist Republic of Vietnam.