TradeDrop Driver Agreement and Terms of Service
TradeDrop is a responsibly operated business. In the same way, we expect our independent drivers to work responsibly. We have minimum standards as set out below (the "Minimum Standards") which anyone wishing to operate on the TradeDrop Driver Network must meet at all times. As you wish to operate as a TradeDrop Driver, you must be able to meet these Minimum Standards. They are a key term and condition of our contractual relationship with you.
If you are not able to comply with the Minimum Standards, either now or in the future, you cannot become or continue to be a driver with TradeDrop.
We may update or vary these Minimum Standards in the future. If we do, we will let you know by sending you a notification and posting an updated version of these Minimum Standards via the TradeDrop Driver Portal.
Any vehicle (motorbike/scooter, car or van) to be used for deliveries must:
Independent Contractor Standards
Our business is based on you having the flexibility that comes with self-employment. You acknowledge and agree that you:
These terms and conditions (the 'Terms') constitute a legally binding agreement between you and TradeDrop Limited (Company number 11998586) 550 Valley Road, Nottingham, England, NG5 1JJ ('TradeDrop', 'we', 'our' or 'us').
The following Capitalised terms have the following defined meaning:
1.1 By reading, reviewing and submitting to indicate your acceptance to these Terms on the TradeDrop Driver Portal you are entering into a contract with us. You acknowledge and agree that you have had the opportunity to read, understand, ask questions, and properly consider your obligations and the consequences of this Agreement, and that you agree to be bound by it.
1.2 You warrant for yourself that you have the right to work in the UK on a self-employed basis and you must notify us immediately if for any reason you do not meet the Minimum Standards and you must provide us with all required documents, including ID, licences, insurance certificates and any other documents deemed necessary upon request. You must provide updated documents and notify us should any other necessary documents previously provided to us expire, or if they are revoked or cancelled for any reason. We reserve the right to remove your access to the TradeDrop Driver Portal at any time if you fail to meet the Minimum Standards.
1.3 You warrant for yourself that you do not have any unspent criminal convictions; you undertake to notify us if you are convicted of a criminal offence at any time after entering into this Agreement (for so long as the Agreement remains in force).
1.4 You expressly consent to us to verify your documents through such means as we may deem reasonable (including, but not limited to, conducting right to work and criminal record, if necessary).
1.5 You warrant and represent that you operate as a self-employed independent business (either as a sole trader, partnership or company) that provides delivery services, and that you meet (and will continue to meet) the Minimum Standards and can provide the Services in accordance with this Agreement.
1.6 You retain the right to provide services to others and to hold yourself out to the general public as a separately established business. These Terms do not restrict you from providing services for other businesses, customers or consumers at any time, even if that business directly competes with us.
1.7 You warrant that you meet the Minimum Standards.
2. The Services
2.1 You will provide services to us as an independent driver (the "Services").
2.2 You may notify us of your availability to perform Services via the TradeDrop Driver Mobile Application as and when you wish. We will then notify you if a Pick-up and Delivery Task(s) has been allocated to you. We do not guarantee that you will be allocated any Pick-up and Delivery Tasks.
2.3 Once signed in to the TradeDrop Driver Mobile Application, if you accept and are allocated a Pick-up and Delivery Task(s), you are expected remain signed in for the full duration of the Pick-up and Delivery Task(s), and to remain ready, willing and able to receive Delivery Opportunities for that period.
2.4 During each Pick-up and Delivery Task(s), we may make available other Pick-up and Delivery opportunities which you may, if you wish, accept via the TradeDrop Driver Mobile Application.
2.5 We are under no obligation to notify you of a Delivery Opportunity during a Pick-up and Delivery Task(s) and you are not obliged to accept a Pick-up and Delivery opportunity offered by us.
2.6 By accepting a Pick-up and Delivery Task(s), however, you are contractually agreeing to provide the Services in accordance with the terms of this Agreement and will complete the Pick-up and Delivery Task(s) solely for TradeDrop and must not combine any TradeDrop Pick-up and Delivery Task(s) with any other delivery for any other company with which you may be affiliated during the completion of your Services to TradeDrop. Any failure to provide or complete the relevant Services appropriately will constitute a Service Failure.
2.7 If after accepting a Pick-up and Delivery Task(s) you are unable to fulfil the Service you must cancel the task as soon as possible which results in a Failed Task.
3.1 You are responsible for running your own business, which means that you have the absolute discretion to control the manner in which the Services are provided as long as they are not in breach of these Terms. In particular, you are not required to follow any suggested route or directions. However, we do expect you to provide the Services in a timely, efficient, safe, and lawful manner.
3.2 You are given a specific time frame in which to accept a Pick-up and Delivery Task via the Mobile Driver Application and by accepting you are not guaranteed to be allocated that Task.
3.3 Pick-up and Delivery Tasks will be made available to you based on your vehicle size appropriate to the parcel size for each specific Task.
3.4 In the event of arriving to collect a parcel which is the incorrect size based on your vehicle type, you must take a photograph of the parcel as evidence for the Appeals Process and cancel the pick on the TradeDrop App and select the reason for cancellation. You will be paid the standard pick-up fee plus an additional abortive fee subject to Appeals Process.
3.5 In the event of arriving to collect a parcel which is damaged or inappropriately packaged suitable for you to perform the delivery, you must take a photograph of the parcel as evidence for the Appeals Process and cancel the pick on the TradeDrop App and select the reason for cancellation. You will be paid the standard pick-up fee plus an additional abortive fee subject to Appeals Process. Damaged/inappropriate packaging
3.6 You acknowledge and agree that while you remain bound by this Agreement:
3.6.1 You are free to notify us of your availability for Pick-up and Delivery Tasks at your discretion;
3.6.2 You are free to accept or reject the Pick-up and Delivery Tasks as you see fit;
3.6.3 You are not contractually required to provide any particular volume of Services and we are not contractually required to provide you with any particular volume of business. We may also offer Pick-up and Delivery Tasks to other Drivers or other persons for acceptance or rejection by such person at our sole discretion;
3.6.4 You are free to work for other companies, businesses and operators at any other time apart from when you in the process of completing a Pick-up and Delivery Task(s) for TradeDrop which must not be performed in conjunction with any other deliveries until you have completed the current TradeDrop Task(s).
3.7 We reserve the right to interrupt, restrict or limit your access to the TradeDrop Platform (or any part thereof), or to temporarily or permanently withdraw, discontinue or terminate your access to the TradeDrop Platform or your participation in it, at any time for the purpose of investigating alleged breaches of this Agreement or conducting maintenance or technical upgrading, development or repair of the TradeDrop Driver Portal or any other of the TradeDrop websites or portals.
4.1 You acknowledge and agree to the service levels we expect when you are performing the Services. You agree to abide by the policies and principles contained in the Terms of Service when you are performing the Services. A failure to do so may result in this Agreement being terminated.
4.2 You will keep secure and confidential, at all times, any login, password(s) or other identification details required to access the TradeDrop Driver Portal or Mobile App as otherwise required in your dealings with us.
4.3 You will not receive from us and you acknowledge and agree that you are not entitled to receive from us, any wages, pension contributions, paid annual holidays, paid public holidays, statutory sick pay, paid personal leave, Income Tax or National Insurance contributions or any other statutory or common law employment benefits.
4.4 You shall be required to submit to a criminal record check for records of criminal charges and convictions relating to you from time to time. You agree to provide your consent for the results of any such checks to be provided to us and, to the extent that any such checks are facilitated by us, you agree to provide us with any information and consents we may require for such purposes.
4.5 If you are not a British or EU National, you must:
4.5.1 obtain and maintain an appropriate valid visa issued by the relevant UK Government department which enables you to perform the Services; and
4.5.2 you must comply with any visa conditions imposed on you.
4.6 If your visa status changes, you must notify us immediately and provide full details and information in respect of your changed circumstances.
4.7 From time to time, we (or our agents) may conduct a visa check with the relevant UK Government department to ensure your ongoing compliance with this Agreement. Your acceptance of this Agreement constitutes your express consent to us (or our agents) undertaking any visa check.
5. Health and Safety
5.1 It is your responsibility to make yourself aware of and comply with all applicable health and safety legislation and road and traffic laws which will apply to you when performing the Services, including guidance on safely performing heavy lifting which you may need to do from time to time whilst completing a Pick-up and Delivery Task(s).
5.2 You will immediately or at your earliest opportunity, inform us if you are involved in any accident when using your vehicle while supplying Services, if you are arrested or if you are issued with a fine in respect of an offence while supplying Services or you are disqualified from driving.
5.3 You agree to co-operate with us in the event that there is an investigation of any incident or accident, including any workplace safety incident or near miss.
6.1 You agree that you are responsible for all costs and expenses arising from your provision of the Services, including, but not limited to, costs related to your Equipment and the costs associated with any parking fines or road traffic offences.
7. Fees and Payment
7.1 You will receive payment for the provision of Services on a weekly basis in accordance with our payment terms into your nominated UK bank account. All payments from us to you shall be communicated via the TradeDrop Platform.
7.2 If you are registered for VAT purposes, you agree that TradeDrop will raise self-billed invoices on your behalf for the duration of this contract.
7.3 You agree not to raise VAT invoices for any Services covered by this Agreement.
7.4 You agree to accept each self-billed invoice and that you will be liable to account for any output VAT liabilities on your VAT return, based on the output VAT calculated by TradeDrop, on the self-billed VAT invoices. TradeDrop will not be liable for any unpaid VAT liabilities as a result of any errors on your UK VAT returns.
7.5 While it is not an obligation for you to be VAT registered you must inform us if you are VAT registered and subsequently inform us immediately should your registration status change. You must also inform us immediately if your VAT registration number changes or you sell all or part of your business.
7.6 TradeDrop will not issue any self-billed VAT invoices if you are not registered for VAT purposes. Instead we shall provide you with a statement detailing the fees you will receive for performing the Services.
7.7 The start date of the self-billing arrangement will be the date that this Agreement is put in place. The self-billing arrangement will expire as per the termination date under the same terms specified in clause 12 of this Agreement. [MB2]
7.8 You understand and acknowledge that:
7.8.1 we will not withhold any income tax or National Insurance contributions from any monies or fees paid to you; and
7.8.2 you must hold and continue to hold a National Insurance Number whilst you provide the Services.
8. Relationship of Parties
8.1 You acknowledge and agree that you provide the Services as an independent contractor. Nothing in this Agreement shall be taken to create any employment relationship, worker status, agent, partnership or other joint venture or enterprise between TradeDrop and you. You acknowledge and agree that you are not an employee or worker of ours or of any restaurant by operation of this Agreement. You acknowledge and agree that you are providing Services on behalf of yourself and your business.
8.2 Neither party has the right to bind the other by contract or otherwise except as specifically provided in these Terms.
8.3 Nothing in these Terms, and no verbal or written communication between the parties, whether prior to or after these Terms will be construed as an express or implied employment or worker agreement or a promise by TradeDrop to employ you, any Personnel or any of your agents or representatives.
9. Insurance and Vehicle Tax
9.1 You must, on request, promptly provide us with such evidence as we may require that you are able to meet (or are continuing to meet) the Minimum Standards in relation to insurance and vehicle tax.
10. Service Disputes
10.1 You are responsible for the rectification of any errors and omissions in the provision of the Services.
10.2 In the event there is a Service Failure, you will not be entitled to payment, or part-payment, for any part of the Services affected by the Service Failure, as determined in our reasonable discretion.
10.3 In the event of a Failed Task(s) as a result of an incident beyond your control including, but not limited to In the event of arriving to collect a parcel which is the incorrect size based on your vehicle type, or is damaged or inappropriately packaged suitable for you to perform the delivery, you will be paid the standard pick-up fee plus an additional abortive fee subject to Appeals Process.
11. Dispute Resolution
11.1 If there is a dispute between us, each party must use good faith efforts to resolve the dispute informally.
11.2 In the absence of an informal resolution, any dispute, controversy, or claim arising out of or in connection with this Agreement, or the breach, termination or validity of this Agreement (Dispute), shall be submitted to the Chartered Institute of Arbitrators (CIArb) and settled by final and binding arbitration in accordance with the CIArb Arbitration Rules. Judgment on any award issued under this provision may be entered by any court of competent jurisdiction.
11.3 A sole arbitrator shall be appointed by agreement between us. If we have not agreed on the appointment of a sole arbitrator within 30 days of a party's receipt of a notice of arbitration, then, at the request of either party, a sole arbitrator shall be appointed by the CIArb.
11.4 The parties will resolve any Dispute (including by way of arbitration) on an individual basis. Any claim you may have must be brought individually, in your individual capacity and not as a representative plaintiff or class member, and you will not join such claim with claims of any other person or entity, or bring, join or participate in a class action lawsuit, collective or representative proceeding of any kind (existing or future) against the Company or any related entity.
11.5 This clause will remain operative after the Agreement has ended and notwithstanding its termination.
12.1 Without prejudice to clause 12.2, either party may immediately terminate the Agreement and end the relationship between you and us for any or no reason on the giving of seven (7) days written notice.
12.2 Without prejudice to any other right or remedy we may have against you, we may terminate the Agreement with immediate effect with no liability to make any further payment to you if at any time you or your Personnel:
12.2.1 commits any serious or persistent breach of the terms of this Agreement;
12.2.2 are convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed);
12.2.3 commits any fraud or dishonesty or acts in any manner which in the opinion of us brings or is likely to bring us into disrepute or is materially adverse to the interests of us; or
12.2.4 loses the right to work in the UK.
12.3 Should an investigation be necessary to determine any of the above your access to the TradeDrop Platform will be withdrawn for the duration of that investigation.
12.4 You agree that you will on request assist us in the investigation of any customer complaints that may be made about you, the Personnel or in relation to an incident in which you may be able to assist.
12.5 In the event that the Agreement is terminated, we are only liable to pay you for any Services provided up to the date of termination.
12.6 Termination of the Agreement will not release you from liability in respect of any breach, non-performance of any obligation or Service Failure by you prior to the date of termination.
13. Further Legal Terms
13.1 These Terms and the Minimum Standards record the entire agreement between the parties and replace and supersede all prior agreements whether written or otherwise in relation to its subject matter.
13.2 A party may only waive a breach of these Terms in writing signed by that party or its authorised representative.
13.3 The Agreement may only be amended in writing signed personally or by electronic means by the parties.
13.4 If any provision of these Terms is for any reason found by a court of competent jurisdiction to be unenforceable, the remainder of these Terms will continue in full force and effect.
13.6 You acknowledge that products and services, including the TradeDrop Platform, and all rights therein shall remain the property of TradeDrop (or its licensors).
13.7 Each party has entered into this Agreement without relying on the representation by any other party or any person purporting to represent that party.
13.8 You must not assign or transfer any rights or obligations under this Agreement to any person.
13.9 Nothing in this Agreement nor your provision of the Services shall operate as to grant you any rights:
13.9.1 in the product or services; or
13.9.2 in our company name, logo, trademarks or that of our Related Entities or the right to use such company name, logo, or trademarks.
14. Data Protection and Confidential Information
14.1 All capitalised terms in this clause shall have the meaning given to them in Regulation (EU) 2016/679 ("GDPR"), and any and all applicable national data protection laws in the European Union ("EU") as may be amended or superseded from time to time ("Data Protection Laws").
14.3 In our capacity as a Data Controller, we may share Personal Data with you in accordance with the following description:
14.4 You warrant that you will act solely as a Data Processor, process Personal Data only for the purpose of fulfilling the Delivery Services and comply at all times with the Data Protection Laws. You will maintain appropriate measures to ensure that the rights of the people to whom the Personal Data relates are protected. You will also implement and maintain appropriate technical and organisational measures to ensure a level of security appropriate to the risks presented by your processing of the Personal Data, and you must not transfer any Personal Data outside of the European Economic Area ("EEA") or appoint a third party to process the data without ensuring that the third party meets the same obligations as imposed under this clause14.
14.5 If you process any Personal Data pursuant to this Agreement you will follow any instructions we give you in respect of that data, which may include activities like deletion or return of the data that assist and enable us to comply with our obligations under the Data Protection Laws.
14.6 You will not process the Personal Data for your own purposes except with our prior written approval. In particular, you will not send communications to customers except via any masked telephone number, hardware or software provided by us to you. You will immediately notify us on becoming aware of any actual or possible breach of this clause. You will indemnify us for any loss, damage, dispute or third-party claim incurred by us as a result of your breach of this clause.
14.7 During your performance of the Delivery Services, you may have access to Confidential Information, including in respect of TradeDrop, its related entities or third parties (" Confidential Information "). You agree that while you are an independent contractor and at all times thereafter, you will not, without prior written consent of TradeDrop, except required by law or for you to obtain professional advice: (a) reveal, disclose or make known any Confidential Information to any person: or (b) use the Confidential Information for any purpose, other than for the purpose of providing the Services in connection with this Agreement.
15. Third Party Rights
15.1 We are entering into this agreement for ourselves and as agent for and trustee of all of our Group Companies and are duly authorised to do so. The parties intend that each Group Company should be able to enforce in its own right the terms of this agreement which expressly or impliedly confer a benefit on that company subject to and in accordance with the provisions of the Contracts (Right of Third Parties) Act 1999.
16. Modern Slavery
16.1 You represent and warrant that at the date of this Agreement you have not been convicted of any offence involving slavery and human trafficking; nor have you been the subject of any investigation, inquiry or enforcement proceedings related to slavery and human trafficking. In performing your obligations under this Agreement, you must:
16.1.1 comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force including but not limited to the Modern Slavery Act 2015, and with our Modern Slavery Policy; and
16.1.2 not engage in any activity, practice or conduct that would constitute an offence under the Modern Slavery Act 2015 whether such activity, practice or conduct were carried out within, or outside the UK; and
16.1.3 notify us as soon as you become aware of any actual or suspected slavery or human trafficking that has a connection with this Agreement.
17. Governing Law
17.1 This Agreement and any dispute or claim (including a non-contractual dispute or claim) arising out of or in connection with it shall be governed by and construed in accordance with English law.
17.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including any non-contractual dispute or claim) arising out of this Agreement.