Last modified: 10th October 2024

Section A – General Terms

1. Introduction
1.1 Please read these Terms of Service carefully.
By using the Service (as defined below), you agree that you have read and understood the terms in these Terms of Service which are applicable to you. 
These Terms of Service and the Umney Policies (as defined below) constitute a legally binding agreement (“Agreement”) between you and Umney (as defined below). The Agreement applies to your use of the Service provided by Umney. If you do not agree to the Terms of Service, please do not use or continue using the Platform (as defined below) or the Service.

1.2 Umney may amend the terms in the Agreement at any time. Such amendments shall be effective once they are posted on http://www.umney-eacom  or the Application. It is your responsibility to review the Terms of Service and Umney Policies regularly. Your continued use of the Service after any such amendments, whether or not reviewed by you, shall constitute your agreement to be bound by such amendments.

1.3 If you use the Service in a country other than the country where you registered for the Application (the “Alternate Country“), you must regularly review the Terms of Service applicable in the Alternate Country which can be found at https://www.Umney.com as it may differ from the country where you registered for the Application. By using the Service in the Alternate Country, you agree to be bound by prevailing Terms of Service in the Alternate Country.

1.4 Umney is an All-in-One Super App for services among others Book a Taxi ride, Order Food, Grocery, Pharmacy, Wine, Send Packages-Parcels, Hire a Personal Shopper, Electrician, Plumber & Home Cleaner, Car-Washer, Beautician & other Services. Book Online Video Consultations with Experts. Let Handyman Bid for your Tasks. Live Track Location of your Family Members & Employees
Depending on the goods or services in question, the goods or services may be supplied by Umney or a partner. Where the goods/services are offered and/or provided by a partner, Umney’s role is merely to link the consumer with such partners or to enable consumers to view information in respect of the partner’s goods/ services. Umney is not responsible for the acts and/or omissions of any partner or information relating to the same. Partners shall bear all liability in relation to such goods/services. Partners are not, and shall not hold themselves out to be, an agent, employee or staff of Umney and the solutions provided by partners shall not be deemed to be provided by Umney.

2. Definitions
In these Terms of Service, the following words shall have the meanings ascribed below:
2.1 “Application” means the relevant mobile application(s) made available for download by Umney (or its licensors) to Consumers and Partners respectively.

2.2 “Consumer” or “User” means any end-user who accesses or uses the Platform to search for and obtain the Solutions.

2.3 “Consumer Charges” or “User Charges” means charges incurred by Consumers for the Solutions obtained through the use of the Service, including any applicable tolls, taxes and any other fees or charges that may be due for a particular use of the Service or Solutions.

2.4 “Umney” / “we” means:
2.4.1 Umney Company Limited 
2.4.2 The relevant subsidiary, affiliate, associated company of or entity jointly controlled by Umney Company Ltd

2.5. “Umney Policies” means the following
2.5.1 the Privacy Notice;
2.5.2 the Code of Conduct: Driver/Delivery Partner, Code of Conduct: Consumer, Code of Conduct: Supplier or Code of Conduct: Merchant, as may be applicable.
2.5.3 the Copyright Notice
2.5.4 the Umney Chat Guidelines; 
2.5.6 all policies, guidelines and terms of service published on https://www.Umney.com/sg/terms-policies/; and
2.5.7 All other forms, policies, notices, guidelines, frequently asked questions (FAQs), in-app or website product/service descriptions and information cards, or agreements provided to or entered into by you from time to time.

2.6 “Partner” means the independent third parties (who are not Umney) who provide the relevant Solutions to Consumers through the Service, including (a) driver-partners, delivery-partners, (b) merchant-partners such as Umney Food and/or Umney Mart Merchants, and (c) any other relevant goods and services providers. 

2.7 “Personal Data” is any information which can be used to identify you or from which you are identifiable. This includes but is not limited to your name, nationality, telephone number, bank and credit card details, personal interests, email address, your image, government-issued identification numbers, biometric data, race, date of birth, marital status, religion, health information, vehicle and insurance information.

2.8 “Platform” means the Application, Software and any other platform, portal or website which Umney owns, operates or otherwise makes available to Consumers and/or Partners for the purposes of or in connection with the Service and/or Solutions.

2.9 “Platform Content” means any content as made available on the Platform or any part thereof.

2.10 “Privacy Notice” means our Privacy Notice accessible at: https://www.umney-ea.com/privacy/ as amended from time to time.

2.11 “Rectification Measure” has the meaning ascribed to it in Clause 29.2 of Section A;

2.12 “Service” means the linking of Consumers to Partners or other Consumers to facilitate the Solutions.

2.13 “Software” means any software in connection with the Application, Service and/or Solutions which is made available by Umney.

2.14 “Solutions” means the transportation, logistics, food and beverage, groceries and/or other products and services which are made available to Consumers through the following offerings:
2.14.1 Umney Taxi/Vehicle 
2.14.2 Umney Store / Merchant 
2.14.3 Umney on Demand Services
2.14.4 Umney Video Consulting services 
2.14.5 Umney Medical Services
2.14.6 Umney Bidding services 
2.14.7 Umney Tracking 
2.14.8 Any such other offerings which Umney may make available from time to time; and

2.15 “you” refers to the Partner and/or Consumer as may be applicable.

3. Representations, Warranties and Undertakings

3.1 By using the Service and/or Platform, you represent, warrant and undertake that:
3.1.1 You have legal capacity to enter into the Agreement and that you are at least eighteen (18) years old. You cannot enter into the Agreement if you are below eighteen (18) years old.
3.1.2 You will provide true, accurate, not misleading, current and complete information as required for the Service and undertake the responsibility to maintain and update your information in a timely manner to keep it true, accurate, not misleading, current and complete always during the term of the Agreement. You agree that Umney may rely on your information as true, accurate, not misleading, current and complete. You acknowledge that if your information is untrue, inaccurate, misleading, not current or incomplete in any respect, Umney has the right but not the obligation to terminate this Agreement and your use of the Service at any time with or without notice.
3.1.3 You will provide us with whatever proof of identity or any other documents, permits, licenses or approvals which we may reasonably request or require.
3.1.4 You will only use an access point or account which you are authorized by Umney to use.
3.1.5 You acknowledge and agree that only one (1) account can be registered on one device, except as otherwise permitted by Umney.
3.1.6 You will keep your account password or any identification we provide you which allows access to the Service secure and confidential.
3.1.7 You will not authorize others to use your identity or user status, and you may not assign or otherwise transfer your user account to any other person or entity.
3.1.8 You agree to notify us immediately of any unauthorized use of your account or any other breach of security.
3.1.9 When using the Service/Platform, you agree to comply with all laws applicable to you and/or your use of the Service/Platform.
3.1.10 You will only use the Platform and Service for their intended and lawful purposes.
3.1.11 You will not try to interrupt, impair or harm the Service and/or Platform in any way, and shall refrain from: 

(a) sending spam or otherwise duplicative or unsolicited messages; 
(b) sending, posting or storing infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including but not limited to materials harmful to children, violative of any third party rights or otherwise in breach of the applicable laws and/or Umney Policies such as the Review Guidelines and Guideline on inappropriate and sensitive online content;
(c)Sending material containing software viruses, worms, trojan horses or other harmful computer code, files, scripts, agents or programs
(d) Interfering with or disrupt the integrity or performance of the Platform or the data contained therein
(e) Attempting to gain unauthorized access to the Platform or its related software, systems or networks
(f) Impersonating any person or entity or otherwise misrepresent your affiliation with a person or entity
(g) engaging in any conduct that could possibly damage our reputation or amount to being disreputable 
(h) circumventing the proper operation of the Platform and network which the Service operates on; and
(i) using any manual or automated program or script, including but not limited to web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, to unduly burden or hinder the operation and/or performance of the Platform, or to circumvent the navigational structure or presentation of the Platform or its content.

3.1.12 You will not attempt to commercially exploit any part of the Platform without our permission. For the avoidance of doubt, you are not permitted to modify or make derivative works based on the Platform, its content or any part thereof in any way, or copy, reproduce, publicly display, distribute or otherwise use or communicate them for any public or commercial purpose save where specifically permitted in writing by Umney. This includes without limitation, not to: 
(a) create or compile, directly or indirectly, any collection, compilation or other directory from any content displayed on the Platform except for your personal, non-commercial use
(b) copy any content displayed through the Platform or “mirror” the Platform or any parts thereof on any other server or wireless or internet-based device, including reproducing any third-party product content and reviews, for republication in any format or media, or navigational structure or presentation of the Platform or its content elsewhere.
(c) conduct data mining or scraping activities, unless an exception applies under applicable law; and
(d) disassemble, decompile, reverse engineer, decrypt or attempt to derive and code or extract software from, the Platform or any software or services made available on or through the Platform.

3.1.13 You will not utilize modified devices or applications with the intent of evading detections or facilitating any activities intended to defraud Umney or to disrupt the natural functions of the Platform.
3.1.14 You will not use the Platform for sending or storing any unlawful material or for fraudulent purposes.
3.1.15 You will not use the Platform to cause nuisance or behave in an inappropriate or disrespectful manner towards Umney or any third party.
3.1.16 You agree that the Service is provided on a reasonable effort basis.
3.1.17 You agree that your use of the Service will be subject to the Umney Policies as may be amended from time to time.
3.1.18 You agree to assist Umney with any internal or external investigations as may be required by Umney in complying with any prevailing laws or regulations in place. 
3.1.19 You provide us the phone numbers of Umney users and other contacts in your mobile phone address book on a regular basis. You confirm that you are authorized to provide us with such numbers to enhance the Service/Platform for your use or such other purpose as we may communicate to you before or at the point of provision.
3.1.20 You are aware that when requesting Solutions by SMS or by using the Service or accessing the Platform, standard telecommunication charges will apply.
3.1.21 You agree that Umney may, based on its sole discretion, consider an account to be dormant if there has been no transaction made by you on your user account for a period of six (6) months from the last date of transaction and deactivate or restrict access to your user account; and
3.1.22 You agree to assume full responsibility and liability for all loss or damage suffered by yourself, Umney or any other party because of your breach of this Agreement.

3.2 If you are a Partner, you further represent, warrant and undertake that:
3.2.1. You possess all the appropriate licenses, approvals, permits, consents, authority and mandatory insurance policies related to or in connection with your provision of the Solution(s) in the jurisdiction in which you use the Service.
3.2.2 If applicable, you own, or have the legal right and authority to operate, and you have all appropriate licenses and approvals in respect of, any vehicle, equipment, premises or any other matter or thing which is involved or used in the course of your provision of the Solution(s).
3.2.3 If applicable, you have a valid policy/ies of liability insurance (in industry-standard coverage amounts) in connection with your provision of the Solution(s)
3.2.4 You 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 Solution(s) provided by you.
3.2.5 You shall obey all local laws related to your provision of the Solution(s) and will be solely responsible for any violations of such local laws.
3.2.6 You shall not contact Consumers for purposes other than in connection with the Service.
3.2.7 You shall not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Platform, or any Consumers, including without limitation any user account not owned by you, to its source, or exploit the Platform or any service or information made available or offered by or through the Platform, in any way where the purpose is to reveal any information, including but shall not be limited to personal identification information, other than your own information, as provided for by the Platform;
3.2.8 You are aware that when responding to Consumers, standard telecommunication charges may apply which shall be solely borne by you.
3.2.9 If you are required to and do sign up for an account on behalf of your employer, your employer shall be the owner of the account, and you represent and warrant that you have the authority to bind your employer to the Agreement. 

3.2.10 You agree that you are forbidden from giving out coupons and suggesting any other form of discounts to the Consumers. You are strictly forbidden to use the Service and Platform for other purposes such as but not limited to data mining of Umney’s information or information related to the Platform or the Service, unless an exception applies under applicable law. A breach hereof constitutes a grave offence and may be treated as industrial espionage or sabotage, and Umney reserves the right to take such action as may be appropriate or permitted under the law against you, and/or any person, whether natural or artificial, directing or instructing you, in the event you use the Service/Platform other than for the purpose for which it is intended to be used; and

3.2.11 Without prejudice to any other provisions, information which you have submitted to us for your registration as a Partner on the Platform, which may include your personal data as described in the Privacy Notice, may be linked to the account on the Platform or otherwise be temporarily displayed in the course of the Services on the Platform. You hereby give your consent to such use of information for the purposes of the Solutions, and to facilitate your use of the Platform. Your use of the Platform or any part thereof may be monitored by us or a third-party service provider to provide you with information on your business and account as well as better services. You further agree that any personal data you receive via the Platform or otherwise in connection with the Solutions shall only be used for the direct and specific purpose for which you are originally provided the personal data, and such personal data shall be deleted or anonymized once the personal data is no longer required to be retained for the said purpose. For the avoidance of doubt, when you are provided with personal data of a Consumer via the Platform for the purposes of obtaining prior confirmation to amend an order placed, you shall only use the personal data provided for that sole purpose and remove it as soon as you no longer need the data for that purpose.

3.3 If you are a Consumer, you further represent, warrant and undertake that:
3.3.1 Your use of the Service and Platform is, unless otherwise allowed by Umney, for your own sole, personal use or, where permitted, for the use of another person who is at least twelve (12) years old (“Minor”), in which case you shall assume primary responsibility of the Minor.
3.3.2 If you are using the Service and Platform for the purpose of accessing a personal mobility device (PMD) made available to you, you warrant that you are of full age under the applicable laws to operate the PMD.
3.3.3 Where applicable, you agree to indicate the accurate number of passenger(s) when requesting for the Service.
3.3.4 You further acknowledge and agree that if the information on the number of passengers is untrue or inaccurate, the Partner is entitled to cancel your booking and you may be charged a cancellation fee, as per the Cancellation Policy on Umney’s website.
3.3.5 You shall not contact the Partner for purposes other than the Service; and
3.3.6 You shall not intentionally or unintentionally cause or attempt to cause damage to the Partner or any property of the Partner.

4. Compatibility
Different models or versions of routers, browsers and devices may have firmware or settings that are not compatible with the Platform or part(s) thereof. While we continuously develop the platform in order to, as far as possible, support all commonly used devices and models in markets and all browsers where the platform is likely to be accessed from, we do not warrant compatibility of the Platform with specific mobile devices or other hardware.

5. License Grant and Restrictions
5.1 Umney and its licensors, where applicable, grant you a revocable, non-exclusive, non- transferable, limited license to use and access the Platform to use the Service, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Umney and its licensors.

5.2 You shall not
5.2.1 post, distribute or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior consent of the owner of such proprietary rights; or
5.2.2 remove any copyright, trademark or other proprietary rights notices contained on the Platform.

6. Payments
6.1 Payment Terms for Partners (Driver-partners/Delivery-partners)
6.1.1 Umney charges a fee for your use of the Service (“Service Fee”), which shall be communicated to you via the Platform. The Service Fees are payable by you immediately and are non-refundable. This no-refund policy shall apply at all times regardless of your decision to terminate your access to the platform, our decision to terminate or suspend your access to the platform, disruption caused to the service whether planned, accidental or intentional, or any reason whatsoever.

6.1.2 YOU ACKNOWLEDGE AND CONFIRM THAT UMNEY MAY ADMINISTER AND ACT AS YOUR COLLECTION AGENT TO PAY TO YOU THE TOTAL AMOUNT OF CONSUMER CHARGES DUE TO YOU IN RESPECT OF YOUR PROVISION OF THE SOLUTION.

6.1.3 Umney retains the right to suspend the processing of any transaction where it reasonably believes that the transaction may be fraudulent, illegal or involves any criminal activity or where you and/or the Consumer have breached any of the Terms in this Agreement. In such an event, you shall not hold Umney liable for any withholding of, delay in, suspension, forfeiture or cancellation of, any payment(s) to you.

6.1.4 Umney may, at its sole discretion, make promotional offers with different features and different rates on the Solutions to any of the Consumers whereby these promotional offers shall accordingly be honored by you. Umney may change the Service Fee at any time at its sole discretion.

6.1.5 Service provider balance: Umney shall administer payments to you and from you by way of a wallet system (the “Balance “). Your earnings will be displayed in the Providers balance in the application and may be withdrawn by you to your designated bank account, or where available, to your service provider Wallet, or to such other recipient accounts as are made available in the application.
Umney reserves the right to make such deductions from the Service provider as are provided for in these terms of service, as are authorized by you, or as are notified to you via the Application.

6.1.6 Service provider credit Balance: In addition to your Cash Balance, you must also maintain with Umney a Service provider credit Balance. The Service provider credit Balance comprises a pre-payment to Umney by you of Umney service fees and other fees and charges applicable under these Terms of Service. 

You must at all times maintain a minimum credit balance (“Minimum Balance”) in your Wallet Balance in order for you to use the Service. The amount of such Minimum Balance shall be prescribed by Umney and shall be notified to you via the Application. It may be changed at any time at Umney’s sole discretion.

6.1.7 You may add funds (“Credits”) to your Wallet Balance to fulfill the Minimum Balance requirement. The maximum balance you may hold in the Driver’s Cash Balance at any time will be communicated via the platform.
Balance may be added in any manner prescribed by Umney from time to time (such as cash reload and credit/debit card payments or transfer from your Driver Cash Balance).

6.1.8 Funds in the Service provider Credit Balance are not redeemable for cash and cannot be refunded. They cannot be resold, exchanged or transferred for value under any circumstances. The funds shall not be regarded, construed, or used as valuable or exchangeable instruments under any circumstances. You will not receive interest or other earnings on your Credits. Umney may receive interest on amounts that Umney holds on your behalf. You agree to assign your rights to Umney for any interest derived from your Credits.

6.1.9 Driver’s Umney Pay Wallet: Where available, driver-partners will be provided with a Umney pay stored value facility wallet. This wallet may be used to receive funds withdrawn from the Service provider balance pursuant to Clause 6.1.4 above, as well as make payments, remittances and transfers of funds to other Consumers. 

6.2 Payment Terms for Consumers:

6.2.1 Consumers are required to make full payment of the consumer charges for all services offered in the application by the method selected at the time of booking, which may be Cash, Card, MPESA, Wallet or one of the automated payment methods available to you on the Application. Any payment pursuant to such selection is non-refundable and irrevocable. In any event Umney pays, in part or in full, any Consumer Charges on your behalf related to your use of the Solutions, you are required to reimburse Umney the corresponding amount in the manner and deadline specified by Umney.

6.2.2 Automated payment may be made by credit card and or debit card, by Umney Pay, alternative e-Wallets or by Pay Later or where available by such other methods as are made available in the Application. The terms of these non-cash payments made by you through the Application will be governed by the Terms of Service: Payment and Rewards.

6.2.3 If the tipping feature is available, This will automatically be included in the Consumer Charges after the Solution has been provided and given to the Partner unless you choose to change the amount or remove the tip.

7. Cancellation
7.1 Cancellation Terms for Partners:
7.1.1 Consumers rely on you for delivery or provision of the Solutions. You agree that high and/or frequent cancellation rates or ignoring the Consumers’ bookings will impair the Consumers’ experience and negatively impact the reputation and branding of Umney.

7.1.2 While you may cancel a booking, the cancellation shall be based on acceptable cancellation reasons as shown in the Application. Umney reserves the right to amend the acceptable cancellation reasons from time to time. A cancellation that is not based on one of the acceptable reasons or ignoring a booking may be counted in determining if your access to the Service will be temporarily restricted.

7.2 Cancellation Terms for Consumers (Transportation Solutions)
7.2.1 Unless otherwise stated in any Umney Policy, you may cancel your request for transportation services at any time before you commence your ride with the Partner that has been matched with you by the Service.

7.2.2 If you decide to cancel your ride booking or do not show up at the designated location, you may be charged a cancellation fee or such other cancellation fee as Umney may notify from time to time via the cancellation policy on Umney’s website.

7.2.3 If you feel you were incorrectly charged a cancellation Fee, you may contact Umney via Help Centre on Umney’s website for assistance. Umney reserves its absolute discretion to any refunds to you and such refunds may be credited to the payment card you used for the journey, or to your UmneyPay Wallet or by such other method as is deemed reasonable by Umney.

8. Umney Rewards Loyalty Programme and Promotions for Consumers
8.1 If indicated as such during your use of the Application, you will automatically be a member of the loyalty programmed named “Umney Rewards Loyalty Programme” operated by Umney and/or its affiliate companies.

8.2 The terms of the Umney Rewards Loyalty Programme will be governed by the UmneyPay Terms of Service, accessible via the website.

8.3 From time to time, Umney may run marketing and promotional campaigns which offer voucher codes, discounts, subscription plans or other promotional offers to be used on the Platforms (“Vouchers“). Vouchers are subject to validity periods, redemption periods, limits and/or other availability. Vouchers may not be valid when used in conjunction with other promotions, discounts or other vouchers. Additional terms and conditions may apply to Vouchers. Unless otherwise stated, Vouchers can only be used on our Platforms. Vouchers are non-transferable, non-exchangeable, non-refundable and cannot be exchanged for cash. Umney may withdraw, amend and/or alter any applicable terms and conditions of the promotions or subscriptions at any time without prior notice. Umney may also void, discontinue or disqualify you from any promotion or subscription plan without prior notice in the event that that you breach any part of these Terms of Service.

9. Ratings; Complaints
9.1 Consumers and Partners may be allowed to rate each other in respect of Solutions provided.
9.2 Every rating will be automatically logged onto Umney’s system and Umney may analyses all ratings received. Umney may take all appropriate actions including suspending your use of the Service without any notice or compensation to you.
9.3 Any complaints between Partners and Consumers must be taken up with each other directly.
9.4 Please contact our Help Center if you have any questions or comments in relation to the Platform.

10. Estimated Timings for Partners and Consumers
10.1 All delivery times, arrival times or pick-up times shown to you on the Platform (as may be applicable to the Solution or Service) are estimates only. Actual delivery, arrival or pick-up times may vary.

11. Repair and Cleaning Fees for Consumers
11.1 Where applicable, you shall be responsible for the cost of repairing any damage to or necessary cleaning of the Partner’s property as a result of your misuse of the Service or breach of the Terms of Service herein. Umney may facilitate payment for reasonable cost of such repair or cleaning on behalf of the Partner via your designated payment method or demand from you in cash, in the event a request for repair or cleaning request by the Partner has been verified by Umney.

12. Intellectual Property Ownership
12.1 Umney and its licensors, where applicable, shall own all right, title and interest, including all related intellectual property rights, in and to the Platform and by extension, the Service as well as any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the same. The Terms of Service do not constitute a sale agreement and do not convey to you any rights of ownership in or related to the Service and/or the Platform, or any intellectual property rights owned by Umney and/or its licensors. Umney’s name, Umney’s logo, the Service, the Platform and any third parties’ logos and the product names associated with the Software and/or the Platform are trademarks of Umney or third parties, and no right or license is granted to use them. For the avoidance of doubt, the term “Platform” shall include its respective components, processes and design in its entirety.

12.2 You may be able to submit your content or make your content publicly available via or otherwise in relation to certain feature(s) of the Platform. Save where otherwise specified in the Agreement, Umney does not claim ownership of the content that you provide us with. Where you upload or provide us with any content that is covered by intellectual property rights, you

(a) irrevocably grant Umney a royalty-free, worldwide, perpetual, non-exclusive, unrestricted right and license to host, store, use, reproduce, modify, edit, adapt, translate, create derivative works of, publish, publicly perform or display,  distribute, sublicense, or otherwise provide to others, your content (including without limitation name and/or likeness) in any and all media, formats, and channels (now in existence or hereinafter developed) for any purpose; and 
(b) undertake that you have the right to grant us such licence and shall remain responsible for the content you provided. For the avoidance of doubt, you also grant to Umney the right (though you acknowledge and agree that Umney shall not be so obliged) to use your name and/or likeness in connection with the submitted materials and other information as well as in connection with all advertising, marketing and promotional material related thereto. If you choose to give us feedback, such as suggestions to improve our services, we may act on your feedback without obligation to you. Should you wish to request removal of any of the content, you may contact Umney’s Help Centre to submit such a request. Where the content you submitted is a review, the Review Guidelines shall additionally apply.

13. Taxes
13.1 You agree that this agreement is subject to all prevailing statutory taxes, duties, fees, charges and/or costs, however denominated, as may be applicable from time to time. You shall comply with all applicable laws and take all steps required to enable, assist and/or defend Umney to claim or verify any input tax credit, set off, rebate or refund in respect of any taxes paid or payable in connection with the Service.
13.2 If you are a Partner, you are accountable for paying any tax and statutory contributions due in respect of sums payable to you under or in connection with this Agreement.

14. Confidentiality
14.1 You shall maintain in confidence all information and data relating to Umney, its services, products, business affairs, marketing and promotion plans or other operations and its associated companies which are disclosed to you by or on behalf of Umney (whether orally or in writing and whether before, on or after the date of this Agreement) or which are otherwise directly or indirectly acquired by you from Umney, or any of its affiliate companies, or created in the course of this Agreement. You shall further ensure that you only use such confidential information in order to use the Service, and shall not without Umney’s prior written consent, disclose such information to any third party nor use it for any other purpose.

14.2 The above obligations of confidentiality shall not apply to the extent that you can show that the relevant information:
14.2.1 was at the time of receipt already in your possession.
14.2.2 is, or becomes in the future, public knowledge through no fault or omission on your part.
14.2.3 was received from a third party having the right to disclose it; or
14.2.4 is required to be disclosed by law.

15. Data Privacy and Personal Data Protection Policy
15.1 Umney collects and processes your Personal Data in accordance with its Privacy Notice. The Privacy Notice applies to all of Umney’s Services and its terms are made a part of this Agreement by this reference.
15.2 Where applicable, you agree and consent to Umney, its subsidiaries and any of its affiliate companies collecting, using, processing and disclosing Personal Data as further described in our Privacy Notice.
15.3 You acknowledge that Umney may disclose personal data of other individuals to you in the course of your use of Umney’s Services. You represent and warrant that you will only use such Personal Data for the purpose for which it was disclosed to you by Umney, and not for any other unauthorized purposes.

16. Third Party Interactions
16.1 During use of the Service, you may enter into correspondence or transactions with third parties who display or offer their goods and/or service through the Platform. Any such communication or agreement is strictly between you and the applicable third party and Umney and its licensors shall have no liability or obligation for any such communication or agreement. Neither Umney nor any of its affiliate companies endorses any applications or sites on the Internet that are linked through the Platform, and in no event shall Umney, its licensors or its affiliate companies be responsible for any content, products, services or other materials on or available from such sites or third parties. Certain third parties may require your agreement to additional or different terms of use and privacy policies prior to your use of or access to such goods or services, and Umney is not a party to and disclaims any and all responsibility and/or liability arising from such agreements between you and the third parties. You acknowledge that such additional or different terms of use and privacy policies may apply to your use of such third party services. Umney is not liable for any information that you provide to or authorise us to provide to a third party, or for such third party’s collection, use and disclosure of such information.

16.2 Umney may rely on third party advertising and marketing supplied through the Service and other mechanisms to subsidize the Service and/or to earn additional revenue. If you do not wish to receive such advertising and marketing, please refer to our Privacy Notice for instructions to unsubscribe or update your privacy settings.

16.3 You agree and allow Umney to compile and release information regarding you and your use of the Service on an anonymous basis as part of a consumer profile or similar report or analysis. You agree that it is your responsibility to take all precautions in all actions and interactions with any third party you interact with through the Service, Platform and/or advertising or marketing material supplied by third parties through the Service.

16.4 We may include hyperlinks to other websites or content on the Internet that are owned or operated by; or otherwise make available content or material relating to or provided by; third parties who do not have any relationship with us (collectively, “Third Party Content “).  Such third-party content is usually not under our control. We are not responsible or liable for any errors, omissions, delay, defamation, libel, slander, falsehood, obscenity, pornography, profanity, inaccuracy or any other objectionable third-party Content, or the consequences of your use of any Third Party Content. The availability of third-party content on the Platform is neither an endorsement or verification of the third-party content and the related third party(ies) by us; nor does it indicate that we have any relationship with the related third party(ies) be it affiliation, partnership, collaboration, endorsement or sponsorship. You agree that your access to or use of any third-party content is entirely at your own risk. Please approach our Help Centre should you have any questions or concerns about any of the third-party Content.

16.5 Intentionally Left Blank
16.6 Save for factual, truthful and not misleading references through a plain text link to http://www.umney-ea.com  or URL(s) which Umney may specifically provide you with, any linking to the Platform or any part thereof is strictly prohibited in the absence of prior approval by Umney. Notwithstanding any other provisions, any website, software, platform or other device that links to the Platform or any part thereof is prohibited from

(a) replicating any Platform Content, 
(b) using a browser or border environment around the Platform Content, 
(c) implying in any fashion that Umney is endorsing it or its products or services, 
(d) misrepresenting any state of facts, including its relationship with Umney, 
(e) presenting false information about products or services of Umney, and 
(f) using any logo or mark of Umney without prior written approval from Umney.

17. Indemnification
17.1 By agreeing to the Terms of Service upon using the Service or accessing the Platform, you agree that you shall indemnify and hold Umney, its licensors and each such party’s affiliates, officers, directors, members, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs and/or regulatory action) arising out of or in connection with: (a) your use of the Service, the Platform and/or any part thereof in your dealings with the Partners or Consumers (as the case may be), third party merchants, providers, partners, advertisers and/or sponsors, or (b) your violation or breach of any of the Terms of Service, any third party terms and conditions or any applicable law or regulation, whether or not referenced herein, or (c) your violation of any rights of any third party, including Partners or Consumers arranged via the Service, or (d) your use or misuse of the Service, the Platform and/or any part thereof, or (e) where applicable, your ownership, use or operation of any property, including your provision of Solutions to Consumers via the Service.

18. Disclaimer of Warranties
18.1 Umney makes no representation, warranty or guarantee as to the reliability, timeliness, quality, suitability, availability, accuracy or completeness of the Service, Software, application or platform. Umney does not represent or warrant that 
(a) the use of the Service, Software, Application or Platform will be secure, uninterrupted, free of errors or other harmful components, or operate in combination with any other hardware, software, system or data, 
(b) will meet your requirements or expectations, 
(c) any stored data will be accurate or reliable, or 
(d) the quality of any products, services, information or other materials purchased or obtained by you through the Platform will meet your requirements or expectations. The Service and the Platform as well as the related content are provided to you strictly on an “as is” basis. All conditions, representations and warranties, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third-party rights, are hereby excluded to the extent permissible by law.

18.2 Umney makes no representation or warranty of any kind whatsoever, express or implied, in respect of Solutions provided by partners or any solutions procured through the use of the Service. You agree that you shall bear all risk arising out of your use of the Service and any Solution provided by Partners and shall have no recourse to Umney in respect of the same.

18.3 Where applicable, Umney’s role as collection agent is solely mechanical and administrative in nature and Umney does not owe to you a duty of care or any fiduciary duties.

19. Internet Delays
The service, platform, application and/or the software may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications including the device used by you or the partner being faulty, not connected, out of range, switched off or not functioning. Umney is not responsible for any delays, delivery failures, damages or losses resulting from such problems.

20. Limitation of Liability
20.1 Unless otherwise stated, and to the fullest extent allowed by law, any claims against Umney by you shall be limited to the aggregate amount of all amounts actually paid by and/or due from you in utilizing the service during the event giving rise to such claims. Umney and/or its licensors shall not be liable for any loss, damage or injury which may be incurred by or caused to you or to any person for whom you have booked the service or solution, including but not limited to:

20.1.1 Loss, damage or injury arising out of, or in any way connected with the service, the platform, application and/or the software.
20.1.2 The use or inability to use the service, the platform, application and/or the software.
20.1.3 any reliance placed by you on the completeness, accuracy or existence of any advertising; or
20.1.4 as a result of any relationship or transaction between you and any consumer, partner, merchant, advertiser or sponsor whose advertising appears on the platform or is referred to by the service and/or the platform,
Even if Umney and/or its licensors have been previously advised of the possibility of such damages.
20.2 Umney does not warrant or represent that it assesses or monitors the suitability, legality, ability, movement or location of any consumers or partners including merchants, advertisers and/or sponsors and you expressly waive and release Umney from any and all liability, claims or damages arising from or in any way related to the consumers or partners including merchants, advertisers and/or sponsors.

20.3 Umney will not be a party to disputes or negotiations of disputes between you and consumers or partners including merchants, advertisers and/or sponsors. Unless you are a corporate consumer with a current corporate account with umney, umney cannot and will not play any role in managing payments between you and the partners, including merchants, advertisers and/or sponsors. Responsibility for the decisions you make regarding services and products offered via the service and/or the platform (with all its implications) rests solely with and on you. You expressly waive and release umney from any and all liability, claims, causes of action, or damages arising from your use of the service and/or the platform, or in any way related to the third parties including merchants, advertisers and/or sponsors introduced to you by the service and/or the platform.

20.4 the quality of the solutions scheduled through the use of the service is entirely the responsibility of the partner who ultimately provides such solution to the consumer. You understand, therefore, that by using the service, you may be exposed to solutions that are potentially dangerous, offensive, harmful to minors, unsafe or otherwise objectionable, and that you use the service at your own risk.

21. No Third-Party Rights
21.1 Except for the parties who are indemnified pursuant to the indemnification provisions set out herein, this Agreement does not give rights to any third parties who are not party to this Agreement.

22. Notice
22.1 Umney may give notice through the Platform, electronic mail to your email address in the records of Umney, or by written communication sent by registered mail or pre-paid post to your address in the records of Umney. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by registered mail or pre-paid post) or 1 hour after sending (if sent by email). You may give notice to Umney (such notice shall be deemed given when received by Umney) by letter sent by courier or registered mail to Umney using the contact details as provided in the Platform.

23. Assignment
23.1 Unless otherwise stated herein, these terms of service as modified from time to time may not be assigned by you without the prior written approval of Umney but may be assigned without your consent by Umney. Any purported assignment by you in violation of this section shall be void.

24. Dispute Resolution
24.1 These Terms of Service shall be governed by Kenyan law, without regard to the choice or conflicts of law provisions of any jurisdiction.
24.2 Any disputes, actions, claims or causes of action arising out of or in connection with these terms of service (“Disputes“) or the Service shall be discussed and addressed amicably, should either party feel that they need to seek legal proceedings then such will be addressed in Kenyan courts with relevant jurisdiction 

25. Relationship
25.1 Nothing contained in these Terms of Service shall be construed as creating any agency, partnership, or other form of joint enterprise with Umney.

26. Severability
26.1 If any provision of the Terms of Service is held to be invalid or unenforceable, the legality, validity and enforceability of the remaining provisions shall not be affected or impaired.

27. No Waiver
27.1 The failure of Umney to enforce any right or provision in the Terms of Service shall not constitute a waiver of such right or provision.

28. Entire Agreement
28.1 This Agreement comprises the entire agreement between you and Umney in relation to the matters stated herein and supersedes any prior or contemporaneous negotiations or discussions, save where mutually agreed otherwise. For the avoidance of doubt, where you have entered into a separate written agreement with Umney which incorporates a reference to these Terms of Service, these Terms of Service shall be applicable in addition to the said written agreement. In the event there are inconsistencies between these Terms of Service and the separate written agreement, you agree to work with Umney in good faith to resolve the conflicts or inconsistencies. Certain services made available on the Platform may be subject to additional terms and conditions, which will be communicated to you.

29. Suspension and Termination; Modification of Platform Content
29.1 You agree that we may do any of the following, at any time, without notice:
(i) modify, suspend or terminate operation of or access to the Platform, or any portion of the Platform (including access to your account and/or the availability of any products or services), for any reason;
(ii) modify or change any applicable policies or terms; and
(iii) interrupt the operation of the Platform or any portion of the Platform (including access to your account and/or the availability of any products or services), as necessary to perform routine or non-routine maintenance, error correction, or other changes.
We shall not be required to compensate you for any modification, suspension or termination.
29.2 Without prejudice to any other provisions, we may vary, modify or remove Platform Content without notice (including without limitation information relating to the availability of a product or service, product or service descriptions, pricing, promotions, offers, product shipping charges and transit time). In the event any Platform Content contains any typographical errors, inaccuracies, omissions or otherwise violates Umney Policies, we reserve the right to (but shall not be obliged to, save to the extent where mandated by applicable laws) carry out any such measures as Umney deems appropriate (collectively, “Rectification Measure”) including without limitation (i) correcting the said errors, inaccuracies or omissions, (ii) changing or updating information; and/or (iii) where applicable, canceling the affected orders at any time without prior notice (including without limitation after an order has been submitted).

Section B – Additional Terms

1. Umney Store 
1.1 For Umney Store Consumers
1.1.1 The Platform allows you to 
(1) Place orders for goods and products (including but not limited to food, beverage and other items) made available for sale on the Platform (“Goods“) from Partners who are merchants or other merchants which at your option when placing the order(s), may be delivered to you by Partners who are delivery-partners or may be made available for pick-up (if such pick-up option is available) from the respective merchants during the time period as specified in the Platform or otherwise communicated by Umney; and 
(2) View third party content such as reviews or general information about restaurants or shops that have no relationship with Umney. 

Umney does not control any of these partners, or goods or services provided by them; Third Party Content or third parties related to the same per Clause 16 above. You understand that any order that you place shall be subject to the product availability and location serviceability on the part of the Partners.

1.1.2 All Goods orders and delivery bookings placed on the Platform (“Goods Order”) are treated as confirmed. You shall not be entitled to cancel a Goods Order after it is confirmed (including any address changes initiated via the app chat or call function with the Partner). If you cancel a Goods Order after it has been confirmed, you remain liable to pay the applicable fees for the Goods Order in full regardless of whether it has been prepared or delivered by the relevant Partner. For the avoidance of doubt, where you have opted to self pick-up a Goods Order, you will be deemed to have cancelled the Goods Order by not collecting it within the time period specified in the Platform or otherwise communicated by Umney. Neither Umney nor the Partners shall be responsible to retain the Goods Order for your collection after the said period has lapsed.

1.1.3 Upon your placement of a Goods Order, the relevant Partner(s) may call you on the telephone or mobile number provided or otherwise contact you to confirm the details of the order, any change in the order (for instance, due to unavailability), the price to be paid or any change thereof and/or the estimated delivery time. For the avoidance of doubt, Umney is not involved in and will not be responsible for any such separate arrangement between you and the Partner(s) where such arrangement is not confirmed and recorded on the Platform.

1.1.4 You remain liable to pay the order value in full where. 
(i) cancellation is made by you after the Partner(s) has accepted the order or 
(ii) you are not present or do not show up at the designated delivery location or the designated self-pick-up location or you are unreachable physically or uncontactable: (a) after 5 minutes from the time that the Partner arrives at the designated delivery location; or (b) within the time period as may be communicated by Umney, for self-pick-up collection.

1.1.5 Umney and/or the Partner(s) may not process your Goods Order in the event of any of the following:
(a) you are unavailable on the phone at the time of the call for confirming the order or otherwise uncontactable,
(b) If the requested delivery location falls outside the delivery zone offered in the Application,
(c) There is a lack of information, direction or authorization from you at the time of delivery, or
(d) Unavailability of items ordered.
1.1.6 The prices of Goods reflected in the Platform are determined solely by the Partner and are listed for information only.

1.1.7 Prices of Goods as reflected in the Platform may, for reasons such as technical issue, typographical error or outdated product information supplied by the Partner, be incorrectly reflected and in such an event the Partner may cancel your order(s). Umney shall in no event be liable for any (direct or indirect) loss arising therefrom.

1.1.8 The Partner shall be solely responsible for any warranty in relation to, and quality of, the Goods sold to you.

1.1.9 You are responsible for ensuring that the details entered by you in respect of the Goods Order on the Platform are accurate and complete. Umney shall not be liable (i) in the event of late delivery or non-delivery of Goods that you order by reason of erroneous delivery details entered by you on the Platform; or (ii) in the event of late or non-collection of the Goods you ordered for self pick-up by reason of erroneous collection details entered by you on the Platform. You acknowledge that in the ordinary course of delivering the Goods, the Partners may disclose your details to the recipient. UmneyFood and UmneyMart are not provided as an anonymous service. Therefore, you are solely responsible in determining your choice of the recipient and Umney shall not be liable or responsible for any (direct or indirect) losses suffered by or caused to you or arising out of or in connection with or by reason of your expectation of anonymity through the use of UmneyFood and/or UmneyMart.

1.1.10 If you or the intended recipient of the Goods are not at the designated delivery location, the Partner may leave your order unattended on or in front of the premises of the designated delivery location and the Goods shall be deemed to have been delivered. After the delivery of the Goods or collection of the Goods that you ordered for self pick-up, you shall solely be liable for all loss, damage, contamination, soiling or degradation of the Goods (including but not limited to containers and packaging) whether caused directly or indirectly by you or any person acting on your behalf or otherwise.

1.1.11 Persons placing an order for alcohol from any Partner must be at least eighteen (18) years old. Alcoholic beverages can only be sold and delivered to persons who are at least eighteen (18) years old. By placing an order that includes alcohol, you confirm that you are at least eighteen (18) years old. The Partner will have the right to (A) request to be shown your identity document for age verification purposes; and to (B) refuse to deliver or provide any alcoholic product to any person who at the time of delivery or self pick-up (i) does not appear to be at least eighteen (18) years old or (ii) cannot prove that he/she is at least eighteen (18) years old or (iii) is, or appears to be, under the influence of either alcohol or drugs at the time of delivery or self pick-up collection and in such an event you agree that Umney and the Partner(s) shall not be liable to make any refund to you for payment already made by you.

1.1.12 If you wish to use or apply any promotion codes or discounts, you must enter the available promotion codes or discounts at the booking checkout stage of the Goods Order. All promotion codes and discounts are subject to their specific terms and conditions, are mutually exclusive and cannot be combined with other promotions, unless otherwise stated. The price payable for the discounted Goods item may be rounded and will be set out on the checkout page for your Goods Order. You agree that we are not obliged to accept late submission of promotion codes and discounts after the checkout process has been completed. We will not be liable for any direct or indirect losses, damages, costs and expenses suffered or incurred as a result of the theft or illegal or fraudulent usage of any promotion codes and discounts. We may take any action against you if you have been found to be using any promotion codes and discounts in an illegal or fraudulent manner, including without limitation, suspending or terminating your user account. As a result of arrangements or agreements between you and the Partner(s) pursuant to Clause 1.1.3 above, you may no longer be eligible for the promotion code(s) or discount(s) for the order placed. In such circumstances, we reserve the right to remove the application of the promotion(s) or discount(s) from the order(s) placed or otherwise carry out the necessary action to correct the promotion(s) or discount(s) which has been incorrectly applied. 

1.2 For - Best Match Consumers
By selecting the “Best Match” option (“Best Match”), you agree and acknowledge that:
1.2.1 You agree and authorize the Merchant to choose a replacement item on your behalf (“Replacement Item”), when your originally selected item (“Original Item”) is unavailable. Upon selecting the Best Match option, you voluntarily and consciously release the responsibility of selecting the Replacement Item to the Merchant and accept the discretion of Merchant in providing a reasonable substitute.

1.2.2 The Replacement Item will be chosen at the Merchant’s absolute discretion. The Merchant is under no obligation and makes no representation or warranty that the Replacement Item will satisfy any of your specific intended purpose nor cater to your dietary needs, requirements or preferences.

1.2.3 The cost of the Replacement Item may be higher or lower than the cost of the Original Item. In the event Replacement Item is priced higher than the Original Item, you will be obligated to pay the Replacement Item price irrespective of your non selection.  The total maximum increase in the value of the order, will  be capped at 20%. 

1.2.4 Umney and any of its directors, officers, employees, agents or affiliates shall not be liable for any and all claims, losses, liabilities, expenses, damages, costs, or any similar charges or costs suffered or incurred by you or any third party with the use or consumption of the Replacement Item chosen by the Merchant including but not limited to any and all claims, losses, liabilities, expenses, damages, costs, or any similar charges or costs arising from personal/ bodily injury, foodborne illness, food poisoning, and death. 

1.2.5 To the fullest extent permitted by the applicable laws, the total aggregate liability of Umney and any of its directors, officers, employees, agents or affiliates howsoever arising from or in connection with the Best Match shall not exceed SGD30.

1.2.6 If you find the quality, suitability, or condition of the Replacement Item unsatisfactory and seek a refund, Umney will process your request in accordance with Umney’s refund policies. 

1.3 For Umney Delivery-Partners
1.3.1 Unless otherwise agreed, you shall not accept any delivery item having size, dimensions or weight more than the below:
25 kg

1.3.2 You agree that in the event either the address provided by the Consumer is incorrect or the Consumer is unable, refuses, is not the intended recipient of the Goods and/or is uncontactable after at least three attempts of calling them on the number provided and after waiting for at least five minutes, you shall have the right to leave the Goods at the premises and send a picture or message to the Consumer via the Platform confirming that the Goods have been delivered at the premises.

1.3.3 You undertake to be cautious in dealing with the Goods and to use best endeavours to ensure that the Goods are delivered safely, and in accordance with the instructions given to you by the relevant merchant.

2.1.2 You shall not accept any delivery item containing or which you believe may contain any of the below items:
Hazardous, explosive, flammable and unsafe items (including power banks)
Valuable items and documents (e.g. cash, passport, or other official identification documents)
Credit or debit cards.
Illegal items and substances (e.g. illegal drugs, pornographic magazines and imitation weapons)
Tobacco products
Live animals and plants
Any unpacked / loose items that can easily be damaged in transit.
Counterfeit goods
Bullion, currency in any denomination, tax stamps / stickers, bearer forms or negotiable instruments, precious metals / stones
Any items that cannot be reproduced (e.g. photos, film)

2.2.2 Where applicable, you represent and warrant that you are either the owner or authorized representative of the owner of the delivery item, and that you are authorized to accept and you accept these Terms of Service for yourself or as a representative acting for and on behalf of the owner of the delivery item.

2.2.3 You are responsible for ensuring that the delivery details (e.g. recipient’s name, contact details and delivery address) entered by you on the Application are accurate and complete. Umney shall not be liable in the event of late delivery or non-delivery of delivery items by reason of erroneous delivery details entered by you on the Application. For the avoidance of doubt, address changes via the in app chat or call function with the Partner shall not be accepted as a proof of address change.

2.2.4 You represent and warrant that you are duly authorised by the recipient of the delivery item to provide the recipient’s details (e.g. name, contact details and delivery address) to Umney and the Partner (whether by way of your entering such details on the Application or otherwise).

2.2.5 You represent and warrant that the description and specific details of the delivery item which you provide are accurate and complete. Before delivery commences, you must inform the Partner of any specific precautions which should be applied to the handling of the delivery item in accordance with its nature.

2.2.6 Where applicable, you represent and warrant that you comply with all applicable laws and regulations relating to the nature, condition, packaging, handling, storage, and transportation of the delivery item and the delivery item is not or does not, in any way or condition: (a) non-compliant with or prohibited by any applicable laws or regulations; (b) dangerous; (c) easily experience degradation of quality; (d) flammable; (e) contain explosives; (f) corrosive; (g) contain radioactive substances; (h) prohibited based on the provisions stipulated in the ASEAN Framework Agreement On The Facilitation Of Goods In Transit (including Protocol 9); and/or (i) regulated by other relevant authorities.

2.2.7 Umney and/or the Partner has the right to open and inspect the delivery item without prior notice to you based on any reasonable suspicion that the delivery item may contain or constitute non-compliant or prohibited items as referred to in the abovementioned provisions herein and Umney and/or the Partner has the right to refuse the receipt and delivery of such delivery item.

2.2.8 Where applicable, you represent and warrant that the delivery item has been packed by yourself personally, is properly and sufficiently prepared, packed, stowed, labelled and marked in a manner that is appropriate to any operations or transactions affecting the delivery item and the characteristics of the delivery item.

2.2.9 After the delivery item is delivered, you shall solely be liable for demurrage or loss, damage, contamination, soiling or detention relating to the delivery item whether or not caused directly or indirectly by you or any recipient of the delivery item (or any person acting as servant, representative or independent contractor for or on behalf of you or the recipient).

2.2.10 You acknowledge that in the ordinary course of delivering the item, the Partner may disclose your details to the recipient and is not provided as an anonymous service. Therefore, you are solely responsible in determining your choice of recipient and Umney shall not be liable or be responsible for any losses (direct or indirect) suffered by or caused to you or arising out of or in connection with or by reason of your expectation of anonymity through the use of Umney Express 

2.2.11 As a general rule you shall not be entitled to cancel your booking once you have received confirmation of the same. If you cancel your booking after it has been confirmed, you remain liable to pay the delivery booking fee in full. You remain liable to pay the delivery booking fee in full where the recipient whom you indicated in the Application is unreachable physically or uncontactable after 5 minutes from the time that the Partner arrives at the designated delivery location. Umney and the Partner will have the right to not proceed with your booking in the following circumstances:

(a) where the requested delivery location falls outside the delivery zone offered on the Application.
(b) failure to contact you by phone or other means at the time of confirming the order booking.
(c) failure to deliver your order due to lack of information, direction or authorisation from you at the time of delivery; or
(d) the recipient whom you indicated in the Application is unreachable physically or uncontactable, after 5 minutes from the time that the Partner arrives at the designated delivery location.

2.2.12 Partners have the right to refuse delivery if the delivery item falls within the categories listed at Clause 2.2.1 above.

3. For Umney Store (“Merchants”)
As a Merchant, in addition to provisions applicable to Partners in general and other terms or contracts which you have entered into with Umney, you are subject to the additional terms below.

3.1.1 Creation and Monitoring of Self-funded Marketing Activities
Creation and monitoring of self-funded marketing activities is a self-serve service available in the Marketing Manager Services platform. In the event you choose to utilize such self-serve services, you shall comply and be subject to the terms stipulated.

3.1.2 Submission and Variation of Content
We do not claim ownership of any content or information that you upload on the Platform or otherwise supply us with. Where you upload or provide us with any content that is covered by intellectual property rights (including without limitation photos or videos), you (a) grant us a non-exclusive, royalty-free, transferable, sub-licensable, worldwide, perpetual license to host, use, distribute, modify, run, copy, publicly perform or display, translate, and create derivative works of your content; and (b) undertake that you have the right to grant us such licence.

We may enable you to vary or amend the content or information submitted by you to us (including without limitation information relating to the menu) or certain content submitted by Consumer(s) in order to facilitate the Solution including without limitation detail(s) of an order placed by a Consumer. You acknowledge that any such content or information may be made available in real time to end consumers via the Platform or otherwise, and undertake that you will (and shall be responsible) to handle any complaints or queries by the Consumer(s) in respect of the said content or information without incurring liability on our part. We may, but are not obliged to, review the content or information submitted or amended by you (via the Platform or otherwise) from time to time, and reserve the rights to remove or require amendments to any part of the content or information submitted by you where we deem necessary. For the avoidance of doubt, you shall at all times, ensure that the content or information submitted are not in contravention with the applicable laws and do not infringe any third party rights. In the event where you amend any content submitted by Consumer(s) such as an order placed by a Consumer, you further agree that by amending such content, (1) you have obtained the prior consent or acceptance from the affected Consumer; and (2) Umney is not involved in and will not be responsible for the amendments made by you, though Umney reserves the right to (but is not obliged to) carry out Rectification Measure(s) to correct the amendment(s) made or otherwise resolve dispute or complaint arising from or in connection with the amendment(s) made.

3.1.3 Merchant Access to Umney Platforms
Where applicable & you are a Merchant, Umney may allow you to access, view, retrieve, disclose, manage and/or otherwise use (“Use”) information relating to the Service, Solutions and/or other confidential details of your business or relationship with Umney (“Business Information”) via a user account(s) on the Platform(s) (“Account(s)”) as well as to enable other person(s), be it a natural or legal person, authorized by you, your personnel via email correspondence or otherwise confirmed in accordance with the provisions of the separate agreement that you have entered into with Umney (“Merchant Authorized User(s)”), to Use the same via separate Account(s). In such an event, you agree that: 
(a) You shall ensure that yourself and each Merchant Authorized User accept and comply with any and all terms, guidelines and policies that are applicable to access or use of the Account(s) and the relevant Platform(s), which may be updated from time to time. This includes without limitation the provisions made available herein, which the Merchant Authorized Users shall comply with as if they are ‘you’.  
(b) You are solely responsible to ensure that each Merchant Authorized User has the necessary rights to Use the Business Information; and shall provide Umney with a written notice at least thirty (30) days prior to the termination or expiry of your relationship with the Merchant Authorized User(s); or where any Use by the Merchant Authorized User(s) shall be terminated or suspended for any reason(s). Without prejudice to any other provisions, you acknowledge that pursuant to operational or technical limitations, Umney and/or its affiliate(s) may not be able to terminate or suspend the Merchant Authorized User’s Use in time, in which case, you shall prohibit the Merchant Authorized User(s) from continuing to Use the Account, Business Information, Platform or any part thereof by other means; and Umney and its affiliate(s) shall never be held liable in any manner for the same. 
(c) All information that Umney and its affiliate(s) makes available, including without limitation the Business Information, are on an “as is” basis and Umney and its affiliate(s) do not give any warranties or representations (express or implied, and whether on their own behalf or that of their respective directors, officers, employees, agents or advisers) with regard to the accuracy, quality, timeliness, reliability or completeness of the same. You are responsible to make your own evaluation of the information. 
(d) You are solely responsible for each Merchant Authorized User’s Account(s) as well as their respective Use of the Business Information, Account(s) and the Platform(s); and Umney and its affiliates shall not be liable for any losses that you incur as a result of the same. 
(e) Umney reserves the right, but is not obliged, to require you to provide information on your relationship with each Merchant Authorized User; and to, at its sole absolute discretion, impose additional conditions for the Use or the Platform(s), such as a requirement that an additional fee be paid for the Use, Platform(s) or any part thereof; or terminate or suspend any Merchant Authorized User’s access to the Account(s) and/or Platform(s).
(f) You acknowledge that Umney tracks all activities on the Platform (including without limitation the number of orders, transactions, searches using a particular keyword, and other activities that occur and recorded on the Platform), and you agree that Umney have the right to use the same for maintenance and improvement purposes as well as its business purposes in a manner that is compliant with the applicable laws.


3.2 AI-Generated Menu Descriptions

3.2.1 Accuracy of AI-generated Description: Umney does not represent or warrant that AI-generated descriptions of food menu items will be error-free. AI-generated descriptions are generated by algorithms and may not always accurately reflect the actual ingredients, preparation process, dietary suitability or other characteristics of the food items. Specifically, while every effort is made to accurately represent the description of the food items, Umney cannot ensure that AI-generated descriptions will be completely accurate or reliable. Merchants carry the responsibility of reviewing and confirming the accuracy of the AI-generated food descriptions prior to their use. Any errors or inaccuracies should be corrected by the Merchant before publishing or circulation.

3.2.2 Third-Party AI Service Usage: Umney reserves the right to leverage third-party AI services for various purposes, including but not limited to, generating descriptions of food menu items, making predictions, and enhancing Consumer experiences. While Umney endeavors to select reliable third-party providers, it makes no representation or warranty regarding the accuracy, reliability, or completeness of services provided by these third parties. Umney shall not be held liable for any errors, inaccuracies, or omissions resulting from the use of these third-party AI services. Merchants agree that all risk associated with the use of any third-party AI services rests with them, and they should direct any issues or concerns related to these services directly to the appropriate third-party AI service provider.

3.2.3 No Guarantee of Business Outcome: While Umney uses all reasonable efforts to ensure the accuracy of the AI-generated descriptions, Merchant acknowledges that Umney provides no guarantee that the use of such descriptions will lead to any particular business outcomes, such as increased sales or improved customer satisfaction.

3.2.4 Merchant’s Discretion on AI-generated Descriptions: The Merchant reserves the right, at its discretion, to delete or remove any AI-generated food item description from the Merchant portal, for dissemination. This right may be exercised in instances where the Merchant determines that there are inaccuracies, erroneous descriptions, or unsuitability in the AI-generated content, in order to ensure the accuracy and integrity of its food item representations.

3.2.5 Limitation of Liability: In no event will Umney be liable for any indirect, consequential, incidental, punitive, or similar damages arising from the use of or reliance on AI-generated descriptions. This includes, but is not limited to, incorrect menu descriptions, inaccuracies in dietary information, or inaccuracies related to food allergens.

3.2.6 Indemnification: Merchant shall indemnify and hold harmless Umney from all claims, damages, or liabilities arising from the Merchant’s usage of AI-generated descriptions of the food menu items.

3.2.7 Modification and Updates: Umney reserves the right to modify or update AI-generated descriptions at any time without prior notice, and shall not be held liable for inaccuracies found in the descriptions during such an updating process.

3.2.8 Ownership of AI Technology: Umney retains full and complete ownership of the AI technology used in generating menu descriptions. Nothing in any Merchant agreements shall be construed as a transfer of any intellectual property rights relating to the AI technology.

4. For Umney Partners
4.1 You agree to aggregate the payment for the carriage in the event there is more than one Consumer and ensure that such payment in total shall not exceed the cost and expenses incurred for such carriage of all the Consumers.
4.2 You agree not to display in or on your vehicle any reference to the fares for the carriage.
4.3 You agree that you shall not, in any circumstances, solicit for any Consumer on a road or at a parking place or a public stand.
Content Specifications

5.2 Your ads must:
Be suitable for access by the general public.
Accurately reflect the content of the landing page
Be clear and accurate towards the consumers.
Only promote products/services that you either own or are authorized to resell or distribute. 
Not violate any applicable laws and regulations; and 
Comply with the Guideline on inappropriate and sensitive online content regulations.

5.3 The Content Specifications apply to any and all ads which you make available through the UmneyAds services. The Content Specifications must be complied with in spirit as well as to the letter and apply to each part of any ad as well as to its whole.
Promo Messages 

5.4 The use of promotional messaging must comply with the following requirements:
We prohibit the use of superlatives such as “Huge Savings” or “Gigantic Discounts”.
The start and end dates of your ad campaign must reflect the duration of the offer or the saving period so that ads do not run on dates when the offer or the savings do not apply.
Campaigns must be scheduled to end on the last day of the promotion.
Campaign dates for a specific holiday or seasonal event (for example, Ramadan, Valentine’s Day or Christmas) must start within a reasonable time frame leading up to the event and must end within 24 hours after the event date, or a reasonable time after that depending on the event.
If you extend the campaign after the offer or the saving period ends, you must modify your ad copy by removing the promotional messaging that no longer applies.
Keywords Utilization

5.5 Keywords are words or phrases that are used to match your ads with the terms people are searching for. Selecting high quality, relevant keywords for your advertising campaign can help you reach the customers you want, when you want.

5.6 When a Consumer searches for a term that matches your keyword, your ad enters an auction to determine if it will show. While Umney uses reasonable efforts to capture all possible variations and misspellings of a keyword you choose, Umney does not guarantee that all possible variations of a keyword are captured. 

5.7 The cost for each keyword will be different depending on the keyword you choose, your competition in the auction, and other factors. Make sure your keywords and landing page are all closely related to the terms that a customer might be searching for, and will not cause confusion, deception or mistake as to the source or origin of your goods/services.

5.8 Higher quality ads and relevance to user searches typically lead to lower costs and better ad positions.

5.9 In the event that you choose to use the keyword search feature available on the Platform, and you select the ‘automatic’ keyword search strategy feature, you acknowledge and agree that Umney has the sole and absolute discretion to select and optimise keywords on your behalf. If you do not want Umney to select and optimise keywords on your behalf, please select the ‘manual’ keyword search strategy feature instead.

Representations and warranties
5.10 You acknowledge and agree that you are solely responsible for your ads content, campaign details and targeting decisions. This includes without limitation your choice of keywords as well as territorial scope and target audience of the pertinent campaign and ads. You shall indemnify us in the event where we incur any losses or damages pursuant to the same.

5.11 Without prejudice to the generality of the other provisions of these Terms, you further represent and warrant that your ads as well as any related content do not infringe any third-party rights including without limitation trademark rights. If Umney receives any complaint in respect of your ads content, campaign details and targeting decisions or otherwise deem that they or any part thereof are not compliant with the Content Specifications, we reserve the right to remove the same, suspend our services to you, and/or require that you modify the affected material. We may, but are not obliged to, review the ads as well as the related content or information submitted or amended by you from time to time. 

5.12 If you believe that any content made available on our platform violates your intellectual property rights, please contact us with details provided via “Help Centre” feature.

1. Umney Taxi
This document provides a comprehensive and detailed Standard Contract and Revenue Sharing Agreement between Umney Company Limited, a registered transport network company in Kenya, and its licensed drivers and vehicle owners. The agreements ensure compliance with Kenyan laws while establishing clear terms for the provision of transport services and the distribution of revenue.

Standard Contract Between Umney Company Limited and Licensed Drivers

1. Definitions
Company: Umney Company Limited, a transport network company registered in Kenya, responsible for operating the Platform.
Driver: An individual licensed to drive a motor vehicle, possessing a valid Public Service Vehicle (PSV) license issued by the relevant authority, and authorized to provide transportation services through the Company's Platform.
Platform: The digital platform operated by the Company, including the mobile application and website, through which transportation services are facilitated, allowing Drivers to connect with passengers.

Vehicle: The motor vehicle operated by the Driver to provide transportation services to passengers, which must comply with all legal and safety requirements.

Ride: A single transportation service provided by the Driver to a passenger through the Platform, initiated by a booking made via the Company’s application.

Fare: The total amount charged to a passenger for a Ride, which may include base fare, distance charges, time charges, and applicable taxes and fees.

Public Service Vehicle License: A license issued by the relevant authority that permits the Driver to operate a vehicle for hire in the transport of passengers.

User Account: The account created by the Driver on the Platform to access services, manage bookings, and receive payments.
Payment period: The payment period refers to a duration of 7 days that commences every Monday and closes on a Sunday. This means that payments for services or goods rendered during that week are expected to be made within 7 days thereafter 

2. Purpose
The purpose of this Contract is to establish the terms under which the Driver will utilize the Company's Platform to provide transportation services, ensuring compliance with all applicable laws and regulations while outlining the responsibilities of each party. This Contract aims to foster a professional relationship between the Company and the Driver, promoting safe and reliable transportation services.

3. Driver Eligibility
License Requirement: The Driver must possess a valid Public Service Vehicle (PSV) license issued by the relevant authority, ensuring they are legally qualified to operate a public service vehicle.
Age Requirement: The Driver must be at least 21 years old and legally capable of entering into contracts.
Background Checks: The Driver agrees to undergo background checks as required by the Company, including criminal history, driving record, and any other checks deemed necessary to ensure safety and compliance.

4. Driver Responsibilities

4.1 Vehicle Maintenance
The Driver shall ensure that the Vehicle is maintained in a safe and roadworthy condition, including regular servicing and repairs as per manufacturer recommendations.
The Driver must provide proof of vehicle insurance, maintenance and registration as required by law, ensuring that the Vehicle is legally compliant for operation.
4.2 Conduct and Compliance
The Driver agrees to operate the Vehicle in compliance with all applicable laws, regulations, and this Contract (PSV, Certificate of good conduct, etc.)

The Driver shall treat passengers with respect and refrain from any behavior that may be considered abusive, discriminatory, or offensive.
The Driver shall not engage in any conduct that may harm, disrupt, or interfere with the functioning of the Platform or the services provided.
Failure to meet the above obligations and any other term in the contract will result in breach of contract which will result to termination of the contract 

4.3 Reporting Obligations
The Driver must report any incidents, accidents, or vehicle issues to the Company immediately, including any changes in the Driver's licensing status or vehicle condition.

The Driver is responsible for notifying the Company of any legal issues, including traffic violations or criminal charges, that may affect their ability to provide services.

5. Booking and Payments
5.1 Booking Process
The Driver shall accept Ride requests through the Platform and provide transportation services to passengers as requested.
The Driver agrees to arrive at the designated pickup location on time and to transport passengers to their requested destinations safely.

5.2 Fare Calculation
The Company will calculate the Fare for transportation services based on factors such as distance traveled, duration of the Ride, and demand levels.

The Driver acknowledges that the Fare may vary based on the time of day, special events, or other factors as determined by the Company.

5.3 Payment Method
The Company shall process payments from passengers and distribute the Driver's share of the Fare according to the revenue-sharing model outlined in this Contract.

The Driver agrees to the payment schedule, which will be either be daily or within 7 days of the of the payment period

5.4 Additional Fees
The Company may charge additional fees for cancellations made by passengers or for changes to bookings after confirmation.
The Driver will be notified of any applicable fees that may affect their earnings, and such fees will be clearly outlined in the payment statements.

6. Ratings and Feedback
After each Ride, both the Driver and passengers have the opportunity to rate and provide feedback on their experience.
The Company may use ratings and feedback to assess the quality of services provided and take appropriate actions, including deactivation of Drivers who consistently receive low ratings or engage in misconduct.

7. Privacy and Data Protection
7.1 Data Collection
The Company respects the privacy of its Drivers and complies with applicable data protection laws and regulations.
The Driver's personal information and data collected through the Platform will be used only for the purpose of providing services, improving the Platform experience, and complying with legal obligations.
7.2 Data Sharing
The Company may share the Driver's information with:
Passengers for the purpose of providing transportation services.
Third-party service providers for payment processing and customer support.
Law enforcement agencies when required by law or to protect the rights, property, or safety of the Company, its Drivers, or others.
7.3 User Rights
The Driver has the right to access, correct, or delete their personal information in accordance with applicable data protection laws.

8. Intellectual Property
The Platform and its content, including but not limited to logos, trademarks, software, and designs, are owned or licensed by the Company and are protected by intellectual property laws.
The Driver may not copy, modify, distribute, or reproduce any part of the Platform or its content without the Company's prior written consent.

9. Limitation of Liability
The Company shall not be liable for any direct, indirect, incidental, special, or consequential damages arising out of or in connection with the use of the Platform or the services provided, including but not limited to personal injury, property damage, or loss of profits.
The Company's total liability under this Contract shall not exceed the amount paid to the Driver for the services in question.

10. Term and Termination
10.1 Term
This Contract shall commence on the effective date for a term of 1 year.  
10.2 Termination for Cause
Either party may terminate this contract immediately for cause if the other party breaches any material term of this Contract and fails to cure such breach by giving the other party a notice to do so.
This contract may be terminated on grounds of breach 
10.3 Effect of Termination
Upon termination, the driver must cease all use of the platform and may lose access to their account and any associated data 
Termination of the contract shall not prejudice the right of either party accrued during the currency of the contract

11. Amendments
The Company may update or modify this Contract from time to time at its discretion. Drivers will be notified of any changes to this Contract, and continued use of the Platform constitutes acceptance of the updated Contract.

12. Governing Law and Dispute Resolution
12.1 Governing Law
This Contract shall be governed by and construed in accordance with the laws of Kenya.
12.2 Dispute Resolution
Any dispute arising out of or in connection with this contract shall be resolved through negotiation in good faith. If a resolution cannot be reached, the dispute may be submitted to a court with relevant jurisdiction in Kenya

13. Severability
If any provision of this Contract is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14. Entire Agreement
This Contract constitutes the entire agreement between the Driver and the Company regarding the use of the Platform and supersedes all prior agreements and understandings.
By using the Platform, the Driver acknowledges that they have read, understood, and agree to be bound by this Standard Contract between Umney Company Limited and the Driver.
Revenue Sharing Agreement Between Umney Company Limited, Vehicle Owners, and Drivers

1. Definitions
Gross Revenue: The total amount earned from rides booked through the Company’s platform before any deductions.
Net Revenue: The Gross Revenue minus any applicable fees, taxes, and commissions.
Commission: The percentage of the Gross Revenue retained by the Company for providing the platform and related services.
Payment Schedule: The timeline and method for distributing revenue among the parties also refers to payment period, which is a duration of 7 days that commences every Monday and closes on a Sunday. This means that payments for services or goods rendered during that week are expected to be made within 7 days thereafter 

2. Purpose
This Agreement establishes a clear understanding of the revenue-sharing structure between the Company, the Owner, and the Driver, ensuring transparency and fairness in the distribution of earnings from ride-hailing services. It aims to clarify the financial arrangements and responsibilities of each party involved.

3. Revenue Sharing Structure
3.1 Gross Revenue Distribution
The Gross Revenue generated from each ride shall be distributed as follows:
Company: 15% of the Gross Revenue as the Commission for platform services.
Driver/ Owner: 85% of the Gross Revenue for providing transportation services.
3.2 Net Revenue Calculation
The Net Revenue shall be calculated by subtracting the following from the Gross Revenue:
Company Commission
Any applicable taxes or fees
Costs associated with payment processing

4. Payment Schedule
The payment period refers to a duration of 7 days that commences every Monday and closes on a Sunday. This means that payments for services or goods rendered during that week are expected to be made within 7 days thereafter 

5. Responsibilities of the Parties
5.1 Company Responsibilities
Ensure the platform operates efficiently and securely.
Provide timely payments as per the Payment Schedule.
Maintain accurate records of all transactions and revenue generated.
5.2 Owner Responsibilities
Ensure that the vehicle is maintained in a safe and roadworthy condition, complying with all legal requirements.
Provide the necessary documentation for vehicle registration, maintenance and insurance, ensuring all paperwork is current and valid.
Comply with all applicable laws and regulations related to vehicle operation.
5.3 Driver Responsibilities
Provide safe and reliable driving services to passengers, ensuring a high standard of service
Maintain a valid driver’s license and comply with local driving regulations.
Report any incidents or issues that may affect service delivery to the Company.

6. Term and Termination
This Agreement shall commence on the Effective Date and continue until terminated by any party with 30 days' written notice.
Termination shall not affect any rights or obligations accrued prior to the termination date.

7. Confidentiality
All parties agree to keep the terms of this Agreement confidential and not disclose any financial information or proprietary data to third parties without prior written consent.

8. Dispute Resolution
Any dispute arising out of or in connection with this contract shall be resolved through negotiation in good faith. If a resolution cannot be reached, the dispute may be submitted to a court with relevant jurisdiction in Kenya

9. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Kenya.

10. Amendments
Any amendments to this Agreement must be made in writing and signed by all parties.

11. Entire Agreement
This Agreement constitutes the entire understanding between the parties regarding the subject matter herein and supersedes all prior agreements and understandings.

12. Signatures; by signing below, or accepting the terms and condition in the app the parties agree to the terms and conditions outlined in this Revenue Sharing Agreement.

This detailed Revenue Sharing Agreement ensures that all parties involved in Umney Company Limited's ride-hailing services understand their rights, responsibilities, and the financial arrangements that govern their collaboration. The agreements foster a transparent and professional relationship, promoting safe and efficient transportation services.

Pricing Mechanism
To establish a detailed pricing mechanism for Umney Company Limited's ride-hailing services, the following structure outlines how fares will be calculated, the components involved, and how revenue will be shared among the Company, Drivers, and Vehicle Owners. This pricing mechanism ensures transparency and fairness while complying with Kenyan laws.
Detailed Pricing Mechanism

1. Fare Components
The total fare charged to passengers for a Ride will consist of several components:
Base Fare: A fixed starting charge for initiating a Ride, which compensates for the Driver's time and the Company's platform usage.
Distance Charge: A variable charge based on the distance traveled during the Ride. This charge is calculated per kilometer (km) and is intended to cover fuel and vehicle wear and tear costs

Time Charge: A variable charge based on the duration of the Ride, calculated per minute. This compensates the Driver for the time spent on the road, especially in traffic.

Booking Fee: A charge added to the fare for the convenience of using the Platform. 
Surge Pricing: In times of high demand (e.g., during peak hours or special events), surge pricing may apply, increasing the fare to encourage more Drivers to be available.

Taxes and Fees: Any applicable government taxes or fees that must be added to the fare, ensuring compliance with local regulations.

2. Fare Calculation Formula
The total fare for a Ride can be calculated using the following formula:
Total Fare
 Base Fare 
+ (Distance Charge per Km × Distance Traveled)
+ (Time Charge per minute Duration)
+Booking Fee + Surge Pricing
Total Fare=Base Fare+(Distance Charge per km×Distance Traveled)+(Time Charge per minute×Duration)+Booking Fee+Surge Pricing

Umney Total Fare is 
Total Fare=
 Base Fare 
+ (Distance Charge per Km × Distance Traveled)
+ (Time Charge per minute Duration)
+Booking Fee + Surge Pricing

Type                                 Price Per KMs         Price Per Min           Base Fare      Commission (%)
Luxurious                          Ksh 32.00                Ksh 1.00                 Ksh 0.00               15%
Normal                              Ksh 28.00                Ksh 1.00                 Ksh 0.00               15%
Provident                          Ksh 27.50                 Ksh 1.5.00              Ksh 0.00               15%
Ambulance
Basic Life Support            Ksh 120                    Ksh 10.00               Ksh 500.00           15%
Ambulance
General Purpose              Ksh 150                    Ksh 10.00               Ksh 500.00            15%
Ambulance
Mobile ICU                        Ksh 250                    Ksh 10.00               Ksh 1000.00          15%
Motor Tuk Tuk
(Fixed price)                      Ksh 50                     Ksh 0.00                  Ksh 0.00               15%
Motor Bike                         Ksh 21.0                  Ksh 0.00                  Ksh 0.00               15%

3. Revenue Sharing Structure
The revenue generated from each Ride will be shared among the Company, the Driver, and the Vehicle Owner based on the following distribution:
Company Commission:
The Company retains 15% of the Gross Revenue as its commission for providing the platform and related services.
Driver / Owner Earnings:
The combined share for the Driver and Vehicle Owner is 85% of the Gross Revenue. This amount will be split as follows:

4. Payment Schedule
The timeline and method for distributing revenue among the parties also refers to payment period, which is a duration of 7 days that commences every Monday and closes on a Sunday. This means that payments for services or goods rendered during that week are expected to be made within 7 days thereafter 
The Company will provide a detailed statement of earnings, which includes:
Total Gross Revenue generated from rides.
Breakdown of the fare components.
Deductions for Company commission and any applicable fees.
Final amounts paid to the Driver and Vehicle Owner.

5. Additional Fees
Cancellation Fee: If a passenger cancels a Ride after it has been accepted by the Driver, a cancellation fee may be charged to the passenger, which will be distributed to the Driver.
No-Show Fee: If a passenger fails to show up at the designated pickup location after the Driver arrives, a no-show fee may be charged.

6. Transparency and Communication
The Company will ensure that all fare components and the pricing mechanism are clearly communicated to both Drivers and passengers through the Platform.

Drivers will have access to their earnings and fare breakdowns in real-time through their User Account on the Platform.

7. Review and Adjustment
The Company reserves the right to review and adjust the fare components and revenue-sharing percentages periodically based on market conditions, operational costs, and feedback from Drivers and Vehicle Owners.
Any changes to the pricing mechanism will be communicated to all parties in advance, allowing for transparency and understanding.
This detailed pricing mechanism aims to create a fair and sustainable model for all parties involved in Umney Company Limited's ride-hailing services, ensuring that Drivers and Vehicle Owners are adequately compensated while providing passengers with transparent and reliable transportation options.

Complaint Handling Procedure
This Complaint Handling Procedure ("Procedure") outlines the process for addressing complaints from drivers, owners, or passengers ("Complainants") regarding the services provided by UMNEY COMPANY LTD, a Kenyan corporation ("Company").

1. Receipt of Complaint
1.1 Complainants may submit complaints through various channels, including but not limited to:
a. In-app complaint feature on the Company's platform.
b. Email to support@umney-ea.com 
c. Telephone hotline at +254 114 688 261 
d. Written correspondence to 28761-00200 Nairobi Kenya
1.2 Complaints shall include relevant details such as the nature of the complaint, trip details (if applicable), Complainant's contact information, and any supporting documentation.

2. Initial Assessment
2.1 Upon receipt of a complaint, Company's customer support team shall conduct an initial assessment to determine the nature and severity of the complaint.
2.2 Complaints shall be categorized based on urgency and severity, with priority given to complaints involving safety, security, or legal compliance issues.

3. Investigation and Resolution
3.1 Company shall conduct a thorough investigation into the complaint, gathering relevant information and evidence from all parties involved, including the Complainant, driver, owner (if applicable), and any witnesses.
3.2 Depending on the nature of the complaint, Company may take interim measures to address immediate concerns, such as suspending the driver's access to the platform pending further investigation.
3.3 Company's customer support team shall communicate with the Complainant throughout the investigation process, providing regular updates on the status of the complaint and any actions taken.
3.4 Upon completion of the investigation, Company shall determine an appropriate resolution based on the findings and may take one or more of the following actions:
a. Issuing warnings or disciplinary measures to the driver or owner (if applicable).
b. Providing compensation or refunds to the Complainant, if warranted.
c. Implementing corrective actions to prevent similar incidents from occurring in the future.
d. Taking legal or regulatory action as necessary.

4. Communication of Resolution
4.1 Company shall communicate the resolution of the complaint to the Complainant in a timely manner, providing a detailed explanation of the findings and any actions taken.
4.2 If the Complainant is dissatisfied with the resolution, they may request further review or escalation of the complaint through designated channels, such as a customer support escalation process or external dispute resolution mechanisms.

5. Monitoring and Feedback
5.1 Company shall monitor complaint trends and patterns to identify areas for improvement in service delivery, driver training, and platform operations.
5.2 Company shall solicit feedback from Complainants regarding their satisfaction with the complaint handling process and use this feedback to continuously improve complaint resolution procedures.

6. Confidentiality
6.1 Company shall maintain the confidentiality of Complainants' personal information and complaints, except as required by law or with the Complainant's consent.

Umney Taxi Safety & Security Policy

Introduction
Umney Company Limited is dedicated to providing a safe and secure ride-hailing experience for all users, including passengers and drivers. This Safety and Security Policy outlines comprehensive measures to ensure the well-being of all stakeholders involved in our operations. Our commitment to safety and security encompasses proactive measures, emergency preparedness, and continuous improvement in our practices.

Scope
This policy applies to all passengers, drivers, employees, and contractors of Umney Company Limited, as well as any third parties interacting with our services. It covers the following areas:

Driver Screening and Background Checks
Vehicle Safety and Maintenance
Passenger Safety and Security Measures
Emergency Preparedness and Response
Data Protection and Privacy
Incident Reporting and Response
Training and Awareness Programs
Monitoring and Review
Roles and Responsibilities
Management

Leadership: Provide direction and support for the implementation of this policy.
Resource Allocation: Ensure adequate resources are allocated for safety and security initiatives.
Policy Review: Regularly review and update safety and security policies and practices.

Safety and Security Officer
Policy Development: Develop and implement safety and security procedures and guidelines.
Risk Assessment: Conduct regular risk assessments to identify potential hazards and vulnerabilities.
Training Coordination: Organize training programs for employees, drivers, and passengers on safety and security protocols.
Incident Management: Oversee the investigation of safety and security incidents and implement corrective actions.

Drivers
Compliance: Adhere to all safety and security procedures, including vehicle maintenance and passenger interaction protocols.
Reporting: Immediately report any safety or security concerns or incidents to Umney Company Limited.
Training Participation: Actively participate in safety and security training sessions.

Passengers
Cooperation: Follow safety and security guidelines while using the service.
Respectful Behavior: Treat drivers and other passengers with respect and report any inappropriate behavior.
Accurate Information: Provide accurate and timely information when booking rides.

Driver Screening and Background Checks
Comprehensive Background Checks
Criminal History: Conduct thorough criminal background checks on all potential drivers, including checks for violent crimes, sexual offenses, and substance abuse.
Driving Record: Review driving records for any history of reckless driving, DUIs, or other violations.
Identity Verification: Verify the identity of drivers using government-issued identification in this case drivers are required to provide Certificate of good conduct not older than 3 months  
Ongoing Monitoring
Periodic Checks: Implement a system for periodic background checks to ensure continued compliance with safety standards.
Performance Monitoring: Regularly assess driver performance through passenger ratings and feedback.

Vehicle Safety and Maintenance
Vehicle Standards
Eligibility Criteria: Establish criteria for vehicle eligibility, including age, condition, and safety features.
Inspection Protocols: Require drivers to perform regular inspections of their vehicles, including brakes, lights, tires, and other critical systems.

Maintenance Requirements
Maintenance Log: Drivers must maintain a log of all vehicle maintenance and repairs, which will be subject to review by Umney Company Limited.
Safety Equipment: Ensure all vehicles are equipped with necessary safety equipment, such as first aid kits, fire extinguishers, and emergency contact information.

Passenger Safety and Security Measures
In-App Safety Features
Trip Sharing: Allow passengers to share their trip details with trusted contacts via the app.
Emergency Button: Implement an in-app emergency button that connects passengers directly to local emergency services.

Driver and Passenger Ratings
Rating System: Utilize a robust rating system for both drivers and passengers to promote accountability and safety.
Feedback Mechanism: Encourage passengers to provide feedback on their ride experience, which will be monitored for patterns of concern.

Secure Pick-Up and Drop-Off Locations
Designated Areas: Encourage the use of designated pick-up and drop-off areas that are well-lit and monitored.
Real-Time Tracking: Provide real-time tracking of rides for both passengers and drivers to enhance safety.
Emergency Preparedness and Response
Emergency Response Plans
Scenario Planning: Develop emergency response plans for various scenarios, including accidents, medical emergencies, and security threats.

Communication Protocols: Establish clear communication protocols for drivers and passengers during emergencies.
Training and Drills
Regular Training: Conduct regular training sessions for drivers on emergency procedures, including how to handle medical emergencies and security threats.
Drills: Organize drills to practice emergency response plans and ensure readiness.

Data Protection and Privacy
Data Security Measures
Encryption: Utilize encryption technologies to protect sensitive passenger and driver data.
Access Controls: We have strict access controls to limit data access to authorized personnel only.
Compliance with Regulations
Data Protection Laws: Comply with all relevant data protection laws and regulations, including GDPR and local privacy laws.
User Consent: Obtain explicit consent from users for data collection and processing.

Incident Reporting and Response
Reporting Procedures
Incident Reporting: Establish clear procedures for reporting safety and security incidents, including accidents, harassment, or misconduct.
Anonymous Reporting: Provide an option for anonymous reporting to encourage transparency and accountability.
Investigation Protocols
Incident Investigation: Investigate all reported incidents thoroughly and promptly, documenting findings and actions taken.
Corrective Actions: Implement corrective actions based on investigation outcomes to prevent future incidents.

Training and Awareness Programs
Driver Training
Initial Training: Provide comprehensive training for new drivers on safety protocols, customer service, and emergency procedures.
Ongoing Education: Offer ongoing training sessions to keep drivers updated on safety practices and company policies.
Passenger Awareness
Safety Guidelines: Provide passengers with clear safety guidelines through the app and during the booking process.
Awareness Campaigns: Conduct awareness campaigns to educate passengers on how to stay safe while using the service.

Monitoring and Review
Performance Monitoring
Safety Metrics: Monitor key safety metrics, including incident rates, driver performance, and passenger feedback.
Regular Audits: Conduct regular audits of safety and security practices to ensure compliance with this policy.

Policy Review
Annual Review: Review this Safety and Security Policy annually and update it as necessary to reflect changes in regulations, technology, and best practices.
Stakeholder Feedback: Solicit feedback from drivers, passengers, and employees to improve safety and security measures.

Conclusion
Umney Company Limited is committed to maintaining a safe and secure ride-hailing environment for all its stakeholders. This Safety and Security Policy provides a comprehensive framework for managing risks and promoting a culture of safety and security throughout the organization. All employees, drivers, and passengers are expected to comply with this policy and actively contribute to the company's safety and security efforts. By working together, we can create a safer ride-hailing experience for everyone.