Please read these terms and conditions very carefully. The following Terms and Conditions set out the agreement between you, the customer, and us, Bike Delivery, for collecting, storing, transporting and delivery of your goods. This Services Agreement (“Agreement”) constitutes a legal agreement between an independent company in the business of providing Delivery Services (as defined below) (“Customer”) and BIFFY SMART RIDER, a Private Company registered with the Corporate Affairs Commission with Registered office address atNo.15 YinusaAdeniji Street off Muslim Avenue, Ikeja, Lagos State. Biffy Smart Rider provides the Biffy Smart Rider Services (as defined below) for the purpose of providing lead generation to Delivery Services providers. The Biffy Smart Rider Services enable an authorized transportation provider to provide Delivery Services to an authorized user of Biffy Smart Rider’s mobile application. Customer is authorized to provide Delivery Services in the state(s) and jurisdiction(s) in which it operates, and it desires to enter into this Agreement for the purpose of accessing and using the Biffy Smart Rider’s Services to enhance its transportation business. Customer acknowledges and agrees that Biffy Smart Rider is a technology services provider that does provide Delivery Services, function as a transportation carrier or agent for the transportation/delivery of goods. In order to use Biffy Smart Rider Services, Customer must agree to the terms and conditions that are setforth below. Upon Customer’s execution (electronic or otherwise) of this Agreement, Customer and Biffy Smart Rider shall be bound by the terms and conditions set forth herein.

STANDARD TERMS OF CONTRACT

1. Definition
In these Terms and Conditions where the following terms are used, they shall have the following meanings:

1.1 “Rider” means an independent contractor or Customer:
(a) who meets the current requirements of Biffy Smart Rider or any of its Affiliates in the territory to be an active driver using the Biffy Smart Rider Services;
(b) whom Biffy Smart Rider, or any of its Affiliates in the territory, authorizes to access the Biffy Smart Rider Services to provide Delivery Services on behalf of users; and
(c) who has entered into the Rider Addendum. Rider and Driver can be used interchangeably, and may mean one and the same except where the context so admits.

1.2 “Rider Addendum” means the terms and conditions that usersis required to enter into with a Driver prior to such Driver providing Delivery Services on behalf of user (as may be updated by Biffy Smart Riders from time to time)

1.3 “Rider App” means Biffy Smart Riders mobile application that enables transportation/delivery providers to access the Biffy Smart Rider Services for the purpose of providing Delivery Services to Users, as may be updated or modified by Biffy Smart Riders at its discretion from time to time.

1.4 "This Agreement" means these terms and conditions.

1.5 “Excepted Risk” means:
(i) war, invasion, act of foreign enemy, hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection or military or usurped power, or loot, sack or pillage in connection, and/or
(ii) ionizing radiators or contamination by radioactivity from any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel, and/or
(iii) radioactive, toxic, explosive or other hazardous properties of any explosive nuclear assembly or nuclear component of the same, and/or
(iv) pressure wave caused by aircraft and other aerial devices travelling at the speed of sound or faster and/or
(v) the absence, failure or inadequacy of the packing or packaging used for a consignment.

1.6 “Tolls” means any applicable road, bridge, and airport charges and fees, including inner-city congestion, environmental or similar charges as reasonably determined by the Biffy Smart Rider Services based on available information.

1.7 “Delivery Services” means the provision of passenger Delivery Services to Users via the Biffy Smart Rider Services in the Territory by Customer and its Riders using their Vehicles.

1.8 “Biffy Smart Rider Data” means all data related to the access and use of Biffy Smart Rider Services hereunder, including all data related to Users (including User Information), all data related to the provision of Delivery Services via the Biffy Smart Rider Services and the Driver App, and the Driver ID.

1.9 “Biffy Smart Rider Device” means a mobile device owned or controlled by Biffy Smart Riders that is provided toCustomer or a Driver for the purpose of such Driver using the Driver App to provide Delivery Services.

1.10 “Biffy Smart Rider Services” mean Biffy Smart Rider’s electronic services rendered via a digital technology platform,being ondemand intermediary and related services that enable transportation providers toprovide Delivery Services to Users seeking Delivery Services; such Biffy Smart Rider Services include access to the Driver App and Biffy Smart Rider’s related software,websites, payment services and related support services systems, as may be updated or modified by Biffy Smart Rider at its discretion from time to time.

1.11 “User” means an end user authorized by Biffy Smart Rider to use its mobile application for the purpose of obtaining Delivery Services offered by Biffy Smart Rider’s transportation provider customers.

1.12 “User Information” means information about a User made available to Customer or a Driverin connection with such User’s request for and use of Delivery Services, which may include the User’s name, pickup location, contact information and photo.

1.13 Vehicle” means any vehicle of Customer that:
(a) meets thecurrent requirements of Biffy Smart Rider or any of its Affiliates in the Territory for a vehicle on the Biffy Smart Rider Services; and
(b) Biffy Smart Rider authorizes for use by a Driver for the purpose of providing Delivery Services on behalf of users.

1.14 “Consignment” means any item(s) of any sort which are, may be, or are intended to be received by us from any one user at an address for us to carry and deliver to any recipient at any other address.
(b) "Damaged Consignment" means a Consignment that is no longer in the condition in which it was received by us, or which is or becomes a health and safety risk.
(c) "Out of Gauge"a Consignment is deemed Out of Gauge if it is outside of the weight and dimensions that we carry on a particular service.

2. Use of the Biffy Smart Rider Services
2.1 Driver IDs. Biffy Smart Riders will issue Customer a Driver ID for each Driver providing Delivery Services to enable Customer and each Driver to access and use the Driver App on a Device in accordance with the Driver Addendum and this Agreement. Customer agrees that it will, and that it will ensure that its Drivers will, maintain Driver IDs in confidence and not share Driver IDs with any third party other than the Driver associated with such Driver ID for the purpose of providing Delivery Services. Customer will immediately notify Biffy Smart Rider of any actual or suspected breach or improper use or disclosure of a Driver ID or the Driver App.

2.2 Provision of Delivery Services. When the Driver App is active,User requests for Delivery Services may appear to a Driver via theDriver App if the Driver is available and in the vicinity of the User. If a Driver accepts (either directly or through Biffy Smart Rider Affiliate in the Territory acting as agent for the Customer/Driver) a User’s request for Delivery Services, the Biffy Smart Rider Services will provide certain User Information to such Driver via theDriver App, including the User’s first name and pickup location. Driver will obtain the destination from the User, either in person upon pickup or from the Driver App if the User elects to enter such destination via Biffy Smart Rider’s mobile application. Customer acknowledges and agrees that once a Driver has accepted (either directly or through Biffy Smart Rider Affiliate in the Territory acting as agent for the Customer/Driver) a User’s request for Delivery Services, Biffy Smart Rider’s mobile application may provide certain information about the Driver to theUser, including the Driver’s first name, contact information, Customer entity name, photo and location, and the Driver’s Vehicle’s make and license plate number. Customer shall not, and shall ensure that all Drivers do not, contact any Users or use any User's personal datafor any reason other than for the purposes of fulfilling Delivery Services. As between Biffy Smart Rider and Customer, Customeracknowledges and agrees that:
(a) Customer and its Drivers are solely responsible for determining themost effective, efficient and safe manner to perform each instance of Delivery Services; and
(b) except for the Biffy Smart Rider Services or any Biffy Smart Devices (if applicable), Customer shall provide all necessary equipment, tools and other materials, at Customer’s own expense, necessary to perform Delivery Services.

2.3 Customer’s Relationship with Users. Customer acknowledges and agrees that Customer’s provision of Delivery Services to Users creates a legal and direct business relationship between Customer and the User, to which neither Biffy Smart Rider nor any of its Affiliates in the Territory is a party. Neither Biffy Smart Rider nor any of its Affiliates in the Territory is responsible or liable for the actions or inactions of a User in relation to the activities of Customer, a Driver or any Vehicle. Customer shall have the sole responsibility for any obligations or liabilities to Users or third parties that arise from its provision of Delivery Services. Customer acknowledges and agrees that it and each Driver aresolely responsible for taking such precautions as may be reasonable and proper (including maintaining adequate insurance that meets the requirements of all applicable laws) regarding any acts or omissions of a User or third party. Customer acknowledges and agrees that Biffy Smart Rider may release the contactand/or insurance information of Customer and/or a Driver to a User upon such User’s reasonable request.

2.4 Customer’s Relationship with Biffy Smart Rider. Customer acknowledges and agrees that Biffy Smart Rider’s provision to Customer of the Driver App and Biffy Smart Rider Services creates a legal and direct business relationship between Biffy Smart Rider and Customer. Biffy Smart Riders and its Affiliates in,the Territory do not, and shall not be deemed to, direct or control Customer or itsDrivers generally or in their performance under this Agreement. Specifically, including in connection with the operation of Customer’s business, the provision of Delivery Services, the acts or omissions of Drivers, or the operation and maintenance of any Vehicles. Whilst authorized to provide Delivery Services under this Agreement, Customer and its Drivers retain the sole right to determine when and for how long each of them will utilize the Rider App or the Biffy Smart Services. Customer and its Drivers retain the option, via the Rider App, to decline or ignore a User’s request for Delivery Services via the Biffy Smart Services, or to cancel an accepted request (whether such request was accepted directly or via Biffy Smart Rider Affiliate in the Territory acting as agent) for Delivery Services via the Rider App, subject to Biffy Smart Rider’s thencurrent cancellation policies. Customer will not, and will ensure that its Drivers donot:
(a) display Biffy Smart Rider names, logos or colors on any Vehicle(s); or
(b) wear a uniform or any other clothing displaying Biffy Smart Riders’names, logos or colors.
The foregoing does not apply if Customer and Biffy Smart Riders have agreed otherwise or if so required by law.Customer acknowledges and agrees that it has complete discretion to operate its independent business and direct its Drivers at its own discretion, including the ability toprovide services at any time to any third party separate and apart from Delivery Services. For the sake of clarity, Customer understands that Customer retains the complete right to provide Delivery Services to its existing customers and to use other software application services in addition to the Biffy Smart Services. Biffy Smart Riders retains the right to, at any time in Biffy Smart Riders’ sole discretion, deactivate or otherwise restrict Customer or any Driver from accessing or using the Rider App or the Biffy Smart Services in the event of a violation of this Agreement, a violation of a Driver Addendum, Customer‘sor any Driver’s disparagement of Biffy Smart Rider or any of its Affiliates, Customer’s or any Driver’s act or omissionthat causes harm to Biffy Smart Rider brand, reputation or business as determined by Biffy Smart Riders in its sole discretion. Biffy Smart Rider also retains the rightto deactivate or otherwise restrict Customer or any Driver from accessing or using the Rider App or the Biffy Smart Services for any other reason at the sole and reasonable discretion of Biffy Smart.Customer shall have the sole responsibility for any obligations or liabilities to Drivers that arise from itsrelationship with its Drivers (including provision of Delivery Services). Customer acknowledges and agrees that it exercises sole control over the Drivers and will comply with all applicable laws (including tax, social security and employment laws) governing or otherwise applicable to its relationship with itsDrivers. Notwithstanding Customer’s right, if applicable, to take recourse against a Driver, Customer acknowledges and agrees that it is at all times responsible and liable for theacts and omissions of its Drivers vis-­‐à-­‐vis Users and Biffy Smart Rider, even where such liability may not be mandated under applicable law.

3. Obligations of Customer to Users.
The Riders shall carry out the service(s) for users whilst this Agreement is in force, in return for the payment by users in accordance to the price set out in the service order and in accordance with the terms and conditions of this Agreement.The Riders shall have the right to make any change to the services which are necessary to comply with any applicable law or safety requirement or which do not materially affect the nature of the services and shall notify users of any such changes.The Rider shall warrant those services will be provided using all reasonablecare and skill. If collection or delivery of a Consignment takes place at user’s premises, the Rider shall not be under any obligation to provide any equipment or labourwhich, apart from the Driver collecting the Consignment, may be required for loading or unloading of a Consignment. Any Consignment (or part of a Consignment) requiring any special equipment for loading and unloading shall be accepted by us for transportation only on the understanding and condition that such special equipment will be made available at the Collection Point and the Delivery Point as required. Where such equipment is not available and if we agree to load or unload the Consignment (or part of the Consignment) we shall be under no liability or obligation of any kind to you for any damage caused (however it may be caused) during the loading or unloading of the Consignment. This includes any damage caused whether or not by our negligence and you shall agree to indemnify and hold us harmless against any claim or demand from any person arising out of our agreeing to load or unload the Consignment in these circumstances. The Rider shall make one attempt to deliver a Consignment during normal working hours. In the event that the Ride cannot obtain a delivery receipt at the Delivery Point the User agree that the Rider shall be authorized to attempt to:
(a) deliver the Consignment to, or obtain a delivery receipt from, an alternative address close to the Delivery Point;or
(b) deliver the Consignment to a safe location at the Delivery Point and (if successful)agree that the Rider will leave at the Delivery Point details of the address or safe location to which we have delivered the Consignment.

If the Rider is unable to deliver to the Delivery Point, a nearby address or a safe location, the Rider shall return the Consignment to our premises and leave a request for the recipient of the Consignment to contact us to make alternative delivery arrangements to the Delivery Point. If the User does not contact us to arrange the alternative delivery within 7 days, the Rider will return the Consignment to the user at the user’s cost (such cost to be discharged before delivery to user).Where it is considered that the Consignment has become a Damaged Consignment and cannot be delivered because it is or in our reasonable opinion is likely to be unsafe hazardous or harmful, we reserve the right to dispose of the Damaged Consignment immediately. If Customer is unable to deliver to the Delivery Point, we will attempt to make alternative delivery arrangements with user at user’s cost. If Customeris unable to collect payment or are unsuccessful in contacting you through the details provided on the Service Order, we will return the consignment to the user.It is agreed that all consignment to be delivered by Biffy Smart Riders should be between the sum of N1,000.00(One Thousand Naira) and N50,000.00 (Fifty Thousand Naira). Biffy Smart Rider will not be responsible for any Consignment that isabove the stated sum in the event of any loss, damage or whatever circumstance.

4. Confidentiality
4.1 Each party acknowledges and agrees that in the performance of this Agreement it may have access to or may be exposed to, directly or indirectly, confidential information ofthe other party ("Confidential Information"). Confidential Information includes Biffy Smart Rider Data, Driver IDs, User Information, and the transaction volume, marketing and business plans, business, financial, technical, operational and such other non-public information of each party (whether disclosed in writing or verbally) that such party designates as being proprietary or confidential or of which the other party should reasonably know that it should be treated as confidential.

4.2 Each party acknowledges and agrees that:
(a) all Confidential Information shall remain the exclusive property of the disclosing party;
(b) it shall not use Confidential Information of the other party for any purpose except in furtherance of this Agreement;
(c) it shall not disclose Confidential Information of the other party to any third party, except to its employees, officers, contractors, agents and service providers ("Permitted Persons") as necessary to perform under this Agreement, provided Permitted Persons are bound in writing to obligations of confidentiality and non-use of Confidential Information no less protective than the terms hereof; and
(d) it shall return or destroy all Confidential Information of the disclosing party upon the termination of this Agreement or at the request of the other party (subject to applicable law and, with respect to Biffy Smart Rider, its internal recordkeeping requirements).

4.3 Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it:
(a) is or becomes part of the public domain through no act or omission on the part of the receiving party;
(b) was possessed by the receiving party prior to the date of this Agreement without an obligation of confidentiality;
(c) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto; or
(d) is required to be disclosed pursuant to law, court order, subpoena or governmental authority, provided the receiving party notifies the disclosing party thereof and provides the disclosing party a reasonable opportunity to contest or limit such required disclosure.

5. Privacy.
Subject to all applicable laws, Biffy Smart Rider may provide to a third party any information (including personal data and any Biffy Smart Rider Data) about Drivers provided hereunder if:
(a) there is a complaint, dispute or conflict, including an accident, between a Driver and a User;
(b) it is necessary to enforce the terms of the Agreement;
(c) it is required, in Biffy Smart Rider’s or any Affiliate’s sole discretion, by applicable law or regulation;
(d) it is necessary, in Biffy Smart Rider’s or any Affiliate’s sole discretion, to
-->(1) protect the safety, rights, property or security of Biffy Smart Rider, the Biffy Smart Services or any third party,
-->(2) detect, prevent or otherwise address fraud, security or technical issues, and/or
-->(3) prevent or stop activity which Biffy Smart Rider or any of its Affiliates, in their sole discretion, consider to be, or to pose a risk of being, illegal, unethical or legally actionable; or
(e) it is required or necessary, in Biffy Smart Rider’s or any Affiliate’s sole discretion, for insurance or other purposes related to Customer’s and/or Driver’s ability to qualify, or remain qualified, to use the Biffy Smart Services. Customer understands that Biffy Smart may retain Customer’s and/or Driver(s) personal data for legal, regulatory, safety, and other necessary purposes after this Agreement is terminated. Biffy Smart Rider processes personal data.

6. Insurance
6.1 Customer agrees to maintain during the term of this Agreement on all Vehicles operated by Customer and its Drivers commercial automobile liability insurance that provides protection against bodily injury and property damage to third parties at levels of coverage that satisfy all applicable laws in the Territory. This coverage must also include any nofault coverage required by law in the Territory that may not be waived by an insured.

6.2 Customer agrees to maintain during the term of this Agreement commercial general liability insurance that provides protection against personal injury, advertising injury and property damage to third parties at levels of coverage required by all applicable laws in the Territory.

6.3 Customer agrees to maintain during the term of this Agreement workers’ compensation insurance as required by all applicable laws in the Territory. If permitted by applicable law, Customer may choose to insure itself against industrial injuries by maintaining occupational accident insurance in place of workers’ compensation insurance. Customer’s subcontractors may also, to the extent permitted by applicable law, maintain occupational accident insurance in place of workers’ compensation insurance.

6.4 Customer shall add Biffy Smart Rider (or any Affiliate which may be designated by Biffy Smart Rider from time to time) to Customer’s insurance policies required in Sections 6.1 and 6.2 above as an additional insured, and shall, upon Biffy Smart Rider’s request, provide Biffy Smart Rider with a copy of suchinsurance certificate(s) within seven (7) days of such request. Biffy Smart Rider may, at any time, verify Customer’s and its Drivers’ insurance coverage with insurance providers or third parties.

6.5 Customer shall notify Biffy Smart Rider (or any Affiliate that may be designated by Biffy Smart Rider from time to time) as soon as reasonably possible, and in any case within thirty (30) days, of any incident which may give rise to an insurance claim.

7 Representations and Warranties; Disclaimers
7.1 By Customer. Customer hereby represents and warrants that:
(a) it has full power and authority to enter into this Agreement and perform its obligations hereunder;
(b) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin;
(c) it has not entered into, and during the term will not enter into, any agreement that would prevent it from complying with this Agreement;
(d) it will comply with all applicable laws in its performance of this Agreement, including holding and complying with all permits, licenses, registrations and other governmental authorizations necessary to provide
-->(i) Delivery Services using the Drivers and Vehicles pursuant to this Agreement, and
--> (ii) passenger Delivery Services to third parties in the Territory generally; and
(e) it shall require all Drivers to comply with the Driver Addendum, the applicable terms and conditions set forth in this Agreement and all applicable laws.

7.2 Disclaimer of Warranties. Biffy Smart Rider provides, and Customer accepts, the Biffy Smart Services, Driver App and the Devices on an "as is" and "as available" basis. Neither Biffy Smart Rider nor any of its Affiliates in the Territory represents, warrants or guarantees that Customer’s or any Driver’s access to or use of the Biffy Smart Rider Services, Driver App or the Devices:
(a)will be uninterrupted or error free; or
(b) will result in any requests for Delivery Services.
Biffy Smart Rider functions as an on-demand lead generation and related service only and makes no representations, warranties or guarantees as to the actions or inactions of the Users who may request (either directly or via Biffy Smart Rider Affiliate in the Territory acting as agent) or receive Delivery Services from Customer or any Driver hereunder, and Biffy Smart Rider need not screen or otherwise evaluate Users. By using the Biffy Smart Rider Services and Driver App, Customer acknowledges and agrees that Customer or a Driver may be introduced to a third party(including Users) that may pose harm or risk to Customer, a Driver or other third parties. Customer and Drivers are advised to take reasonable precautions with respect to interactions with third parties encountered in connection with the use of the Biffy Smart Rider Services or Driver App. Notwithstanding Biffy Smart Rider appointment as the limited payment collection agent of Customer for the purpose of accepting payment fromUsers on behalf of Customer,Biffy Smart Rider expressly disclaims all liability for any act or omission of Customer, any Driver, any User or other third party.

7.3 Service Fee. In consideration of Biffy Smart Rider’s provision of the Biffy Smart Rider Services, Customer agrees to pay Biffy Smart Rider a service fee on a per Delivery Services transaction basis calculated as a percentage of the Fare (regardless of any Negotiated Fare), as provided to Customer via email or otherwise made available electronically by from time to timefor the applicable Territory (“Service Fee”). Unless regulations applicable to Customer’s Territory require otherwise, taxes will be calculated and charged on the Fare, and Biffy Smart Rider shall calculate the Service Fee based on the Fare inclusive of such taxes. Biffy Smart Rider reserves the right to change theService Fee at any time in Biffy Smart Rider’s discretion based upon local market factors, and Biffy Smart Rider will provide notice to Customer in the event of such change. Continued use of the Biffy Smart Rider Services after any such change in the Service Fee calculation shall constitute Customer’s consent to such change. In addition, with respect to Taxi Services in the applicable Territory, Customer agrees to pay Biffy Smart Rider a booking fee in consideration of Biffy Smart Rider’s provision of the Driver App and the Biffy Smart Rider Services.

7.4 No Service Guarantee. Neither Biffy Smart Rider nor any of its Affiliates in the Territory guarantees the availability or uptime of the Biffy Smart Rider Services or Driver App. Customer acknowledges and agrees that the Biffy Smart Rider Services or Driver App may be unavailable at any time and for any reason e.g., due to scheduled maintenance or network failure).Further, the Biffy smart Rider Services or Driver App may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications, and neither Biffy Smart Rider nor any of its Affiliatesin the Territory is responsible for any delays, delivery failures, or other damages, liabilities or losses resulting from such problems.

8 Indemnification
8.1 Customer shall indemnify, defend (at Biffy Smart Rider’s option) and hold harmless Biffy Smart Rider and its Affiliates and their respective officers, directors, employees, agents, successors and assignsfrom and against any and all liabilities, expenses (including legal fees), damages, penalties, fines, social security contributions and taxes arising out of or related to:
(a) Customer’s breach of its representations, warranties or obligations under this Agreement; or
(b) a claim by a third party (including Users, regulators and governmental authorities) directly or indirectly related to Customer’s provision of Delivery Services or use of the Biffy Smart Rider Services.

8.2 As between Customer and Biffy Smart Rider, Customer is and shall besolely responsible for its Drivers’ provision of Delivery Services. As such, Customer shall indemnify, defend (at Biffy Smart Rider’s option) and hold harmless Biffy Smart Rider and its Affiliates and their respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines, social security contributions and taxes directly or indirectly arising out of or related to its Drivers’ provision of Delivery Services or use of the Biffy Smart Rider Services.

9 Limits of Liability.
Biffy Smart Rider and its Affiliates shall not be liable under or related to this Agreement for any of the following, whether based on contract, tort or any other legal theory, even if a party has been advised of the possibility of such damages:
(i) any incidental, punitive, special, exemplary, consequential, or other indirect damages of any type or kind; or
(ii) Customer’s, Driver's or any third party’s property damage, or loss or inaccuracy of data, or loss of business, revenue, profits, use or other economic advantage.
Except for Biffy Smart Rider’s obligations to pay amounts due to Customer pursuant to any clause above, but subject to anylimitations or other provisions contained in this Agreement which are applicable thereto, in no event shall the liability of Biffy Smart Rider or its Affiliates under this Agreement exceed the amount of Service Fees actually paid to or due to Biffy Smart Rider hereunder in the six (6) month period immediately preceding the event giving rise to such claim.

Customer acknowledges and agrees that any and all claims Customer has or purports to have against Biffy Smart Rider and/or its Affiliates should be notified to Biffy Smart Rider and/or its Affiliates withinone (1) year after the event(s) that gave rise to such claim and that Customer forfeits all rights in respect of that claim if Customer fails to do so. Nothing in this Section 9 purports to limit or exclude liability that cannot be limited or excluded by applicable law.

10. Term and Termination
10.1 Term. This Agreement shall commence on the date that the Agreement is executed by Customer (electronically or otherwise) and shall continue until terminated as set forth herein.

10.2 Termination. Either party may terminate this Agreement:
(a) without cause at any time upon seven (7) days prior notice to the other party;
(b) immediately, without notice, for the other party’s material breach of this Agreement; or
(c)immediately, without notice, in the event of the insolvency or bankruptcy of the other party, or upon the other party’s filing or submission of request for suspension of payment (or similar action or event) against the terminating party.
In addition, Biffy Smart Rider may terminate this Agreement or deactivate Customer or a particular Driver immediately, without notice, with respect to Customer and/or any Driverin the event Customer and/or any Driver, as applicable, no longer qualifies, under applicable law or the standardsand policies of Biffy Smart Rider, to provide Delivery Services or to operate the Vehicle, or as otherwise set forth in this Agreement.