TERM OF USE FOR TRANSPORT OPERATOR
Last Updated: 4 August 2017
This Terms of Service Agreement (the “Agreement”) describes the terms by which Schoolber Pte Ltd, doing business as “Schoolber,” (“Schoolber”) offers to you, as a Transport Operator, access to its website www.schoolber.com.sg (the “Site”) and the associated mobile software application platform owned and operated by Schoolber (“Mobile App”). Schoolber provides an online and mobile platform (the “Service”) to connect Schools with Transport Operators for the transportation of students whereby School can submit a request for the transportation of student (“Transport”). Transport Operators can accept such requests, and both School and Transport Operators can track such requests. The Service includes access to all applications, content and downloads offered by Schoolber, including the Site, Mobile App, and associated user content. Schoolber does not assess the suitability, legality, regulatory compliance, quality or ability of any School or transport students scheduled through the use of the Service, and Schoolber makes no warranty regarding the same.
This Agreement sets forth the terms for use of the Service by Transport Operators. By signing up and registering with Schoolber or by accessing or using the Service, you are accepting this Agreement, on behalf of yourself or the company, entity or organization that you represent, and you represent and warrant that you have the right, authority, and capacity to enter into this Agreement, on behalf of yourself or the company, entity or organization that you represent. You may not access or use the Service or accept this Agreement if you are not at least 18 years old. Please read this Agreement carefully before using the Service. Use of the Service is conditioned on your agreement to all of the terms and conditions contained in the Agreement, including the policies and terms linked to or otherwise referenced in the Agreement, all of which are hereby incorporated into the Agreement.
Please refer to our Privacy Policy for information about how we collect, use and disclose information about users of the Service.
IF YOU DO NOT SO AGREE, YOU SHOULD DECLINE THIS AGREEMENT, IN WHICH CASE YOU ARE PROHIBITED FROM ACCESSING OR USING THE SERVICE.
1. DEFINED TERMS
1.1 “Transport Operator”
Transport Operator means a motor vehicle as defined by Land Transport Authority of Singapore with authority to transport student for hire. As a Transport Operator who accesses or uses the Service, you are an independent contractor and remain solely responsible for screening, selecting, hiring, training, supervising, managing, assigning, and dispatching your drivers; as well as for the inspection and maintenance of your motor vehicle equipment and accessories. You are solely responsible for your own actions, omissions, training, oversight, compliance with regulatory and safety requirements, and all management of your equipment, services, drivers, employees, contractors, agents and servants. You maintain sole control over the methods and results by which you perform student transportation services, and retain the sole duty to provide, maintain, manage and control the equipment, personnel, and expertise required to transport School’ student. Schoolber is not an agent of you or any Transport Operator, and no Transport Operator is an agent of Schoolber.
SCHOOLBER IS NOT A TRANSPORT OPERATOR. NO INTERPRETATION OF WRITTEN OR ORAL REMARKS IN ANY AGREEMENT OR DOCUMENT SHALL BE CONSTRUED TO IMPLY SCHOOLBER IS A TRANSPORT OPERATOR, OR THAT SCHOOLBER IS SUBJECT TO THE REGULATORY OR LEGAL REQUIREMENTS OR LIABILITIES OF A TRANSPORT OPERATOR. SCHOOLBER HAS NO RESPONSIBILITY OR LIABILITY FOR ANY TRANSPORTATION OR TRANSPORT OPERATOR SERVICES PROVIDED TO ANY SCHOOL OR ANY OTHER PARTY USING THE SERVICES. NO INTERLINING ARRANGEMENT IS CREATED BY THIS AGREEMENT.
1.2 “Transport Management Services”
Schoolber is providing transport management services. Schoolber’s sole obligation is to arrange transportation of student by a Transport Operator that is appropriate and authorized to operate by all applicable governmental agencies. Schoolber does not take possession, custody or control of any student. Schoolber does not assume any liability, possessory rights or obligations, and assumes no financial responsibility whatsoever, for student, including loss, theft, injury or delayed transport thereof.
Schoolber offers a platform to connect School and Transport Operators, but does not provide actual transportation services or act in any way as a Transport Operator. It is your obligation to provide transportation services, which may be scheduled through the use of the Service. Schoolber has no responsibility for any transport services you provide to School.
1.3 “School”
A School warrants under Schoolber’s Terms & Conditions applicable to School that it owns, possesses, or otherwise controls the rights to transport student by way of the Service.
1.4 “User”
A User is any individual or company who accesses or uses the Service. This individual may be a Transport Operator or a School.
1.5 “User Content”
User Content means any and all information, data, textual, audio, and/or visual content, commentary and feedback related to the Service, ratings, reviews and other content that a User submits to, or uses with, the Service. User Content includes the information provided in a Transport request or acceptance.
1.6 Independent Contractor
This Agreement does not make you an agent, legal representative, joint venture, or partner of Schoolber for any purpose. You understand and agree that you will act as an independent contractor and are in no way authorized to make any contract, warranty or representation on behalf of Schoolber, or to create any obligation express or implied on behalf of Schoolber. It is expressly agreed and understood that you shall not be considered under this Agreement as having any employment status with Schoolber, or as being entitled to any plans, distributions, or benefits extended by Schoolber to its employees.
2. DESCRIPTION OF SERVICES
Schoolber provides a platform via the Mobile App and our Website (defined above as the “Services”) so that School may submit request for transport through the Service. School will provide the following information as part of requesting transports:
Schoolber will notify the School that the transport request has been accepted. It also will notify you that the transport request has been assigned to you; PROVIDED, however, that Schoolber does not guarantee that your attempt to accept any transport request will be successful. Schoolber assigns transport requests to the first Transport Operator which accepts the School’s posting. If the original Transport Operator assignment fails for whatever reason, the School’s transport request will be re-posted to the Service for availability by all interested Transport Operators.
Within a reasonable time after accepting the transport request, you shall upload to the Service your quotation for the transport request. You shall not name Schoolber as either a School or consignee on any quotation. Schoolber is not responsible for any transport terms entered into between you and a School.
Unless otherwise agreed, transport charges stated in the App and agreed to by your acceptance of transports hereunder include any and all accessorial charges, such as wait time and fuel surcharges. You will provide Schoolber advance notice of any and all unspecified ancillary services or costs for which you might like to charge Schoolber and School, such as extra stop charges and driver assist charges. Absent express prior agreement, Schoolber does not guarantee that invoices for accessorial and/or ancillary services will be paid.
Once a transport request is completed, you shall post to the Service a proof of delivery signed by the authorized recipient.
Schoolber may, as a convenience and value added service, provide you through the Service with access to GPS services, Google Maps or similar service to suggest routing. However, any such routing information is for your convenience only. It is not instructional or mandatory.
3. YOUR RESPONSIBILITIES
3.1 Documents due at registration
Upon registering with the Service, you shall provide Schoolber: (i) a copy of your LTA Operating Authority; and (ii) proof of insurance as described in Section 3.2 below.
3.2 Insurance
You shall procure and maintain, at your sole cost and expense, with reputable and financially responsible insurance underwriters, acceptable to Schoolber, the following insurance coverages:
3.3 Subcontractors
You shall not subcontract, assign, or cause or permit any other person or entity to perform any of your obligations hereunder, or cause or permit any transport tendered hereunder to be transported by any other third-party Transport Operator, or any other substitute mode of transportation, without the express written consent of Schoolber and the School.
3.4 Compliance With Laws
You represent and warrant that you are licensed by LTA as a for-hire motor Transport Operator in Singapore. With respect to the transportation services provided under this Agreement, you shall comply with all Singapore laws, rules, regulations and ordinances. You shall defend, indemnify and hold Schoolber and School harmless from and against any and all fines, penalties, judgments, liabilities, expenses and costs of any nature resulting from your failure to comply with all such laws, rules, regulations and ordinances.
You represent and warrant that you are in compliance, and shall maintain compliance during the term of this Agreement, with all applicable Singapore laws relating to the provision of services including, but not limited to: security regulations; owner/operator lease regulations; implementation and maintenance of driver safety regulations including, but not limited to, hiring, controlled substances and alcohol testing, and hours of service regulations; sanitation, temperature, qualification and licensing and training of drivers; implementation and maintenance of equipment safety regulations; maintenance and control of the means and method of transportation including, but not limited to, performance of drivers; all applicable insurance laws and regulations including, but not limited to, workers’ compensation.
3.5 Equipment
You warrant that you shall perform all transportation services pursuant to this Agreement with equipment that is in good order, condition and repair and that meets with all applicable Singapore laws, rules and regulations.
In Schoolber’s Terms & Conditions applicable to School, School are advised that they are responsible to the extent allowed by law to review and accept or decline a Transport Operator’s transport for cleanliness, odour, leaks, dirt or other conditions that may be unacceptable to the School; and that they may notify Schoolber immediately and request alternative arrangements if a transport is unacceptable. However, these terms do not alter a Transport Operator’s responsibility regarding equipment and other safety matters that operate as a matter of law.
You acknowledge that Schoolber will never be in possession of any student being transported in connection with use of the Service, and that Schoolber will not be responsible or have any role in the securement of student for transportation.
3.6 Non-Solicitation
During the term of this Agreement, and for a period of one (1) year from its termination, you shall neither initiate nor accept any direct or indirect business relationship with any School to which you are first introduced by the Service, or in connection with use of the Service. You understand that any such School must elicit and procure transportation services exclusively through the Service unless otherwise agreed by the parties in writing. Your obligation in this regard extends to instances where a School contacts you and seeks to establish a business relationship that does not include Schoolber. This provision shall continue in force beyond termination of this Agreement for one (1) year subsequent to termination.
If you book or otherwise makes available any direct or indirect business relationship with any School that was first introduced to you by Schoolber in violation of this Agreement, you shall be jointly and severally liable with the School to Schoolber for each such violation in an amount equal to twenty percent (20%) of all revenues paid by the School to you.
3.7 Transport Operator Liability for Student Death or Injury
By Schoolber’s Terms & Conditions applicable to School, School which use the Service are advised for informational purposes that a Transport Operator’s liability for death or injury in Singapore. School are further advised that a Transport Operator may impose time limits for filing of death and injury claims, as well as for filing any action at law for student death or injury. Schoolber recommends that School consult with a qualified lawyer regarding any action they might wish to pursue against a Transport Operator based on death or injury.
Schoolber may assist School with claims against Transport Operators for death or injury. For this purpose, by Schoolber’s Terms & Conditions applicable to School, School are advised to file with Schoolber their written notices of claim issued to a Transport Operator for student death or injury. While Schoolber may facilitate processing of claims, but notwithstanding Schoolber’s participation in or assistance with any student claim, Schoolber is not liable for any student death or injury which was not proximately caused by Schoolber’s own wrongdoing.
You agree to defend, indemnify, and hold Schoolber and its customers harmless from any and all claims, death, injury, expenses, or liability, including reasonable legal fees, arising out of your performance of services, or any violation of applicable law or terms of this Agreement. Any attempt to limit your liability or amend this Agreement by provisions contained in any quotation, delivery receipt or tariff shall be deemed null and void. Exclusions in your insurance coverage shall not exonerate you from this liability.
3.8 Land Transport Authority Of Singapore Regulations
If you will transport student in Singapore, you warrant that you are compliant with any and all applicable Land Transport Authority of Singapore regulations and requirements. You shall notify Schoolber through the Service within three (3) days of any change in your compliance status.
3.9 Transport Documents
You shall not insert “Schoolber” on any receipt, quotation, manifest, or other transport document. In the event you do so, such insertion shall be deemed to be for your convenience, or due to your oversight, and shall not operate to alter Schoolber’s status as a transport management service provider, or the Transport Operator’s status as the responsible Transport Operator. The provisions set forth in any transport document used by a School or you shall not supersede, alter, or modify any term of this Agreement or add any liability or responsibility to Schoolber.
3.10 You understand and agree that Schoolber, from time to time, enters into master transportation contracts or like documents with certain School. Such contracts often provide that their terms preempt and govern over any term within a quotation or other transport document that conflicts or is otherwise inconsistent with the contracts. To the extent any transport you undertake hereunder is governed by a contract between Schoolber and a School containing such a clause, you agree that any quotation or other document you issue shall be subordinate to and preempted by such contract’s terms. Schoolber will advise you on request as to whether any such master transportation contract or like document containing a preemptive clause exists with respect to specific transports you undertake. You further understand and agree that such contracts or like documents may contain terms restricting the extent to which you may be entitled to collected charges for accessorial and ancillary services, in which event Schoolber will not pay related charges notwithstanding any advance notice.
4. TRANSPORT OPERATOR SELECTION
Schoolber establishes and follows written procedures to evaluate Transport Operators prior to their use by Schoolber. Schoolber continues to evaluate certain Transport Operators at certain intervals, as set forth by Schoolber’s internal risk management and Transport Operator selection policies, which may be amended from time to time with or without notice to Transport Operators or School. Schoolber is not responsible in any way for the acts and/or omissions of Transport Operators or their drivers.
Schoolber provides a means for School and Transport Operators to rate and review each other and to have those ratings made available to other Users. We do not express any opinion, nor does Schoolber make any assurances regarding, the truth or accuracy of any User reviews or ratings. Schoolber does not regularly monitor or remove reviews or ratings, or any portion thereof, unless they contain Content we deem inappropriate.
5. PAYMENT TERMS
5.1 Payment
For each Transport, School will pay Schoolber the transport charge quoted to the School upon acceptance of the applicable transport request on the Service (“transport charge”), as well as any additional charges it may incur related to the transport request. By Schoolber’s Terms & Conditions applicable to School, School are advised that transport charges may include, due to the School or Parent not being available or able to receive the student from a Transport Operator, any differences between costs for the actual transport request and the description of the transport request created on the Service. Schoolber may change pricing for the Service (from time to time at its sole discretion) by updating the Site and Mobile App and without notice to Users.
5.2 Remittance
For each transport request, Schoolber will pay you the transport charges quoted to you when you accept the transport request (“Transport Operator Fee”), as well as additional fees Transport Operator may earn related to the completion of the transport request. These fees include, but are not limited to, due to the School or Parent not being available or able to receive the student from a Transport Operator, and any difference in fees resulting from the actual transport request being different from the description of the transport request created on the Service.
5.3 General Payment Terms
You agree that you are responsible for the collection and/or payment of all taxes, which you may be liable for in any jurisdiction arising from your use of the Service. Schoolber is not responsible for collecting, reporting, paying, or remitting to you any such taxes.
Schoolber shall pay transport charges quoted to you on the Service regardless of whether School pay Schoolber. In exchange for this guarantee of payment, you shall not invoice any School whose student you transport hereunder; and you shall look solely to Schoolber for payment of transport charges hereunder. You hereby waive any right you may otherwise have to proceed or commence any action against any School for the collection of any transport bills arising out of transportation services hereunder. You shall have no lien rights against any School, or any property in your possession, for transportation effected hereunder.
6. LICENSES
6.1 Accounts
In order to use certain features of the Service, you must register for an account with Schoolber (“Account”) and provide certain information as prompted by the registration. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by contacting Schoolber or following the instructions on the Service. You are responsible for maintaining the confidentiality of your Account login credentials and are fully responsible for all activities that occur under your Account. You agree to immediately notify Schoolber of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Schoolber is not liable for any loss or injury arising from your failure to comply with the above requirements.
6.2 Site
Schoolber owns and retains ownership in the Site and all intellectual property therein. Subject to the terms of this Agreement, Schoolber grants you a limited, non-transferable, non-exclusive, revocable license to use the Site for your internal business use during the term of this Agreement.
6.3 Mobile App
Schoolber owns and retains ownership in the Mobile App and all intellectual property therein. Subject to the terms of this Agreement, Schoolber grants you a limited, non-transferable, non-exclusive, revocable license to install and use the Mobile App, in executable object code format only, solely on your own handheld mobile device and for your internal business use during the term of this Agreement.
6.4 Restrictions
The rights granted to you in this Agreement are subject to the following restrictions:
6.5 Limited Support
Users may contact Schoolber’s technical support center for any support- related issues arising from the use of the Service by following the instructions on the Service.
7. INSURANCE
Schoolber agrees to maintain, at its own expense, at all times, at least the following insurance coverage amounts:
Personal Accident Liability: $10,000
Upon request, Schoolber may procure insurance coverage amounts that exceed these limits, and the evidence of such coverage shall be in the form of an insurance certificate provided to you on request. Schoolber’s maximum liability to you for any loss shall be limited to Schoolber’s insurance policy terms and conditions and the dollar amounts for coverage hereinbelow.
Schoolber’s personal accidental insurance is subject to the terms, conditions and certain limitations and/or exclusions as contained in the policy, and the terms, conditions and requirements as outlined within this Agreement, which are subject to change at any time. The existence of Schoolber’s personal accidental insurance in no way shifts or places any legal or contractual liability on Schoolber, nor does it exonerate the your duties and liabilities under this Agreement.
8. OWNERSHIP
Schoolber owns intellectual property rights in and to the Service, including but not limited to the Site, Mobile App, including all related software and servers, in and to our trademarks, service marks, trade names, logos, domain names, taglines and trade dress (collectively, the “Marks”). Users acknowledge and agree that Schoolber owns all right, title, and interest in and to the Service, including all intellectual property rights therein. Users understand and agree that without a written license agreement with Schoolber, Users may not make any use of the Marks. Except as expressly granted in this Agreement, all rights, title and interest in and to the Service, and in and to the Marks are reserved by Schoolber.
9. MODIFICATION OF THE SERVICE
Schoolber reserves the right, at any time, to modify, suspend, or discontinue the Service or any part thereof with or without notice. You agree that Schoolber will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service or any part thereof.
10. LIMITATIONS ON USE OF THE SERVICE
You agree not to use the Service to upload, transmit, display, or distribute any User Content that: (a) violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; or (b) is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelious, pornographic, obscene, patently offensive (e.g., material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual) or otherwise objectionable material of any kind or nature or which is harmful to minors in any way.
In addition, you agree not to use the Service to: (a) upload, transmit, or distribute any computer viruses, worms, or any software intended to injury or alter a computer system or data; (b) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (c) harvest, collect, gather or assemble information or data regarding other Users, including e-mail addresses, without their consent; (d) interfere with, disrupt, or create an undue burden on servers or networks connected to the Service or violate the regulations, policies or procedures of such networks; (e) attempt to gain unauthorized access to the Service, other computer systems or networks connected to or used together with the Service, through password mining or other means; (f) harass or interfere with another User’s use and enjoyment of the Service; or (g) introduce software or automated agents or scripts to the Service so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Service.
Schoolber reserves the right to review any User Content, investigate, and /or take appropriate action against you in its sole discretion, including removing or modifying User Content, terminating your Account, and/or reporting you to law enforcement authorities. However, Schoolber has no obligation, to monitor, modify or remove any User Content.
11. USER CONTENT
11.1 User Content
You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that makes you or any third party personally identifiable. You hereby represent and warrant that your User Content does not violate any provision of this Agreement. For the avoidance of doubt, User Content may include third party content you submit. You agree not to submit third party content unless you have the consent of the applicable third party owner of such content. You may not state or imply that your User Content is in any way provided, sponsored or endorsed by Schoolber. You acknowledge and agree that Schoolber is not responsible for any loss or injury resulting from anyone’s use or reliance on User Content and Schoolber makes no guarantees regarding the accuracy, completeness, usefulness currency, suitability, or quality of any User Content, and assumes no responsibility for any User Content.
11.2 License
Users hereby grant, and represent and warrant that they have the right to grant, to Schoolber an irrevocable, nonexclusive, royalty-free and fully paid, sublicenseable, worldwide license, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels, now known or hereafter devised (including in connection with the Services and Schoolber's business and on third-party sites and services), without further notice to or consent from You, and without the requirement of payment to You or any other person or entity. All rights in and to the User Content not expressly granted to Schoolber in this Agreement are reserved by Users.
11.3 Anonymous Data
Schoolber may create anonymous data records (“Anonymous Data”) from your User Content by using commercially reasonable efforts to exclude any and all information (such as company name) that makes the data identifiable to you. Schoolber may use and disclose Anonymous Data for any purpose, including improving the Service.
11.4 Disclosure
Schoolber may share your User Content (a) with third party service providers; (b) if another company acquires Schoolber; and/or (c) to comply with relevant laws, to respond to subpoenas or warrants or assist in preventing any violation or potential violation of the law or this Agreement.
11.5 Copyright Complaints and Copyright Agent
12. THIRD PARTY SITES AND LOCATION INFORMATION
12.1 Third Party Sites
The Service might contain links to third party websites, services, and advertisements for third parties (collectively, “Third Party Sites”). Such Third Party Sites are not under the control of Schoolber and Schoolber is not responsible for any Third Party Sites. Schoolber does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Sites. You use all Third Party Sites at your own risk. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third Party Sites.
12.2 Location Information
Location data provided by the Service is for basic location purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental injury, or other loss. Neither Schoolber, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data displayed by the Services, whether provided by Schoolber, third party content providers, or Users.
Geo-locational data that You upload, provide, or post on the Services may be accessible to certain Users of the Services. You assume any and all risk of providing such data to other Users of the Services.
13. INDEMNITY
13.1 Indemnification of Schoolber
You agree to defend, indemnify and hold Schoolber (and its officers, employees, and agents) harmless, including costs and legal fees, from any claim or demand made by any third party due to or arising out of your (i) use of the Service, (ii) User Content, (iii) interaction with any other User, (iv) violation of this Agreement; (v) violation of applicable laws or regulations; or (vi) your transport services. Schoolber reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Schoolber. Schoolber will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
13.2 Indemnification of Transport Operator
You agree to defend, indemnify and hold Transport Operators (and their officers, employees, and agents) harmless, including costs and legal fees, from any and all injurys, claims or losses arising out of your performance of this Agreement, to the extent such injurys, claims or losses are caused by you or your employees’ or agents’ negligence or intentional conduct.
13.3 Indemnification of you
By Schoolber’s separate Terms & Conditions applicable to School, School agree to defend, indemnify and hold you (and your officers, employees, and agents) harmless, including costs and legal fees, from any and all injuries, claims or losses arising out of the School’ performance under this Agreement, to the extent such injuries, claims or losses are caused by the negligence or other intentional conduct of the School or their employees or agents.
14. TERMINATION OF SERVICE BY TRANSPORT OPERATOR
Operator shall have the right to terminate this Agreement or any Services provided hereunder: (i) immediately upon the Bankruptcy of Company or (ii) on one (1) Month prior Notice upon the occurrence of service to Schoolber.
15. GOVERNING LAW AND JURISDICTION
These Terms of Service shall be governed and construed in accordance with laws of the Republic of Singapore. Any dispute arising out of or in connection with these Terms of Service including any question regarding its existence, validity or termination, shall be referred to and finally resolved by the courts of Singapore.
16. TERM OF AGREEMENT
This Agreement will remain in full force and effect while you use the Service. Schoolber may at any time terminate this Agreement in its sole discretion if (a) you have breached any provision of this Agreement (or have acted in a manner that clearly shows you do not intend to, or are unable to, comply with this Agreement); (b) Schoolber is required to do so by law (for example, where the provision of the Service to you is, or becomes, unlawful); (c) Schoolber has elected to discontinue the Service; or (d) for your poor performance as a Transport Operator in Schoolber’s sole discretion. Upon termination of this Agreement, your Account and right to access and use the Service will terminate immediately.
16. GENERAL PROVISIONS
16.1 Changes to Agreement
This Agreement is subject to occasional revision by Schoolber. In the event of any material changes made to the Agreement, Schoolber will notify you by electronic mail, or other means of communication, before your next use of the changes on the Service. Any changes to this agreement will be effective upon the earlier of (a) the date you accept the new terms or (b) thirty (30) calendar days following your receipt of the notice of the changes. These changes will be effective immediately for new Users of the Service. Continued use of the Service following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
16.2 Entire Agreement
This Agreement constitutes the entire agreement between you and us regarding the use of the Service. Schoolber’s failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word “including” means including without limitation. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. This Agreement may be executed in counterparts.
16.3 Assignment
This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Schoolber’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees.
16.4 Notices
All notices as required by any of the terms and conditions of this Agreement shall be deemed given with the notices prepared, adequately addressed and deposited in the Singapore mail, postage prepaid. Notices to Schoolber are adequately addressed as follows:
Schoolber Pte Ltd.
10 Anson Road,
International Plaza #26-04
Singapore 079903
Phone: (+65) 9139 8961
Email: [email protected]
16.5 Publication of Information
Schoolber has your permission to identify you as a customer of Schoolber or user of our Services and to reproduce your name and logo on the Site and in any other marketing materials.
If you provide Schoolber any feedback, suggestions, or other information or ideas regarding the Service (“Feedback”), you hereby assign to Schoolber all rights in the Feedback and agree that Schoolber has the right to use such Feedback and related information in any manner it deems appropriate. Schoolber will treat any Feedback you provide as non-confidential and non-proprietary. You agree that you will not submit to Schoolber any information or ideas that you consider to be confidential or proprietary.
16.6 Severability
If any provision of this Terms of Service is determined to be invalid or unenforceable, then such invalidity or unenforceability shall not have any effect on any other provision of this Terms of Service, which shall remain valid and enforceable.
16.7 Disclaimer
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." SCHOOLBER EXPRESSLY DISCLAIMS ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR STATUTORY, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT. SCHOOLBER MAKES NO WARRANTY THAT THE SERVICE: (A) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE; OR (D) RESULT IN ANY REVENUE, PROFITS, OR COST REDUCTION. THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. SCHOOLBER IS NOT RESPONSIBLE FOR ANY DELAYS, SCHEDULE TRIP FAILURES OR OTHER INJURIES RESULTING FROM SUCH PROBLEMS.
YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
SCHOOLBER'S SERVICES MAY BE USED BY YOU TO REQUEST AND SCHEDULE TRANSPORTATION SERVICES WITH OTHER USERS, BUT YOU AGREE THAT SCHOOLBER HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO THE SERVICES OR ANY TRANSPORTATION SERVICES COORDINATED OR OFFERED OR PURCHASED BY YOU THROUGH THE SERVICES OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT. YOU ASSUME ALL LIABILITY AND RISK OF USING THE SERVICES AND COORDINATING AND/OR OFFERING TRANSPORTATION SERVICES.
WE RESERVE THE RIGHT, BUT HAVE NO OBLIGATION, TO MONITOR DISPUTES BETWEEN YOU AND OTHER USERS. PLEASE CAREFULLY SELECT THE TYPE OF INFORMATION THAT YOU POST ON THE SITE OR THROUGH THE SERVICES OR RELEASE TO OTHERS. WE DISCLAIM ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF OTHER USERS (INCLUDING UNAUTHORIZED USERS, OR “HACKERS”). SCHOOLBER ONLY OFFERS TECHNOLOGY THAT ENABLES TRANSPORT OPERATORS TO COORDINATE TRANSPORTATION SERVICES. SCHOOLBER IS NOT A TRANSPORT OPERATOR. WE ARE NOT INVOLVED IN THE ACTUAL TRANSPORTATION OF STUDENT. AS A RESULT, WE HAVE NO CONTROL OVER THE QUALITY OR SAFETY OF ANY VEHICLE, STUDENT OR OF THE TRANSPORTATION THAT OCCURS AS A RESULT OF THIS SERVICE; NOR DO WE HAVE ANY CONTROL OVER THE TRUTH OR ACCURACY OF USERS' INFORMATION LISTED ON SCHOOLBER. WE RESERVE THE RIGHT TO CHANGE ANY AND ALL CONTENT, SOFTWARE AND OTHER ITEMS USED OR CONTAINED IN THE SERVICES AT ANY TIME WITHOUT NOTICE.
THE SERVICE MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME FOR MAINTENANCE OR OTHER REASONS. SCHOOLBER ASSUMES NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, USER COMMUNICATIONS. SCHOOLBER IS NOT RESPONSIBLE FOR ANY TECHNICAL MALFUNCTION OR OTHER PROBLEMS OF ANY TELEPHONE NETWORK OR SERVICE, COMPUTER SYSTEMS, SERVERS OR PROVIDERS, COMPUTER OR MOBILE PHONE EQUIPMENT, SOFTWARE, FAILURE OF EMAIL OR PLAYERS ON ACCOUNT OF TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR AT ANY SITE OR COMBINATION THEREOF, INCLUDING INJURY OR INJURY TO A USER'S OR TO ANY OTHER PERSON'S COMPUTER, MOBILE PHONE, OR OTHER HARDWARE OR SOFTWARE, RELATED TO OR RESULTING FROM USING OR DOWNLOADING MATERIALS IN CONNECTION WITH THE WEB AND/OR IN CONNECTION WITH THE SERVICES.
16.8 Limitation of Liability
SCHOOLBER SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY INJURY RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SCHOOLBER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
SCHOOLBER SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY OTHER USER OR ANY THIRD PARTY. SCHOOLBER SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND SCHOOLBER'S REASONABLE CONTROL. IN NO EVENT SHALL SCHOOLBER'S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE SERVICES AND TRANSPORTATION SERVICES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED FIVE HUNDRED (S$500.00) SINGAPORE DOLLARS.
THE LIMITATIONS AND DISCLAIMER IN SECTIONS 16.7 AND 16.8 DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
THE ASSUMPTION OF RISK AND LIMITATION OF LIABILITY SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN SCHOOLBER AND YOU.
16.9 Headings
Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
If you have any questions about this Agreement, please contact Schoolber at [email protected]
This Terms of Service Agreement (the “Agreement”) describes the terms by which Schoolber Pte Ltd, doing business as “Schoolber,” (“Schoolber”) offers to you, as a Transport Operator, access to its website www.schoolber.com.sg (the “Site”) and the associated mobile software application platform owned and operated by Schoolber (“Mobile App”). Schoolber provides an online and mobile platform (the “Service”) to connect Schools with Transport Operators for the transportation of students whereby School can submit a request for the transportation of student (“Transport”). Transport Operators can accept such requests, and both School and Transport Operators can track such requests. The Service includes access to all applications, content and downloads offered by Schoolber, including the Site, Mobile App, and associated user content. Schoolber does not assess the suitability, legality, regulatory compliance, quality or ability of any School or transport students scheduled through the use of the Service, and Schoolber makes no warranty regarding the same.
This Agreement sets forth the terms for use of the Service by Transport Operators. By signing up and registering with Schoolber or by accessing or using the Service, you are accepting this Agreement, on behalf of yourself or the company, entity or organization that you represent, and you represent and warrant that you have the right, authority, and capacity to enter into this Agreement, on behalf of yourself or the company, entity or organization that you represent. You may not access or use the Service or accept this Agreement if you are not at least 18 years old. Please read this Agreement carefully before using the Service. Use of the Service is conditioned on your agreement to all of the terms and conditions contained in the Agreement, including the policies and terms linked to or otherwise referenced in the Agreement, all of which are hereby incorporated into the Agreement.
Please refer to our Privacy Policy for information about how we collect, use and disclose information about users of the Service.
IF YOU DO NOT SO AGREE, YOU SHOULD DECLINE THIS AGREEMENT, IN WHICH CASE YOU ARE PROHIBITED FROM ACCESSING OR USING THE SERVICE.
1. DEFINED TERMS
1.1 “Transport Operator”
Transport Operator means a motor vehicle as defined by Land Transport Authority of Singapore with authority to transport student for hire. As a Transport Operator who accesses or uses the Service, you are an independent contractor and remain solely responsible for screening, selecting, hiring, training, supervising, managing, assigning, and dispatching your drivers; as well as for the inspection and maintenance of your motor vehicle equipment and accessories. You are solely responsible for your own actions, omissions, training, oversight, compliance with regulatory and safety requirements, and all management of your equipment, services, drivers, employees, contractors, agents and servants. You maintain sole control over the methods and results by which you perform student transportation services, and retain the sole duty to provide, maintain, manage and control the equipment, personnel, and expertise required to transport School’ student. Schoolber is not an agent of you or any Transport Operator, and no Transport Operator is an agent of Schoolber.
SCHOOLBER IS NOT A TRANSPORT OPERATOR. NO INTERPRETATION OF WRITTEN OR ORAL REMARKS IN ANY AGREEMENT OR DOCUMENT SHALL BE CONSTRUED TO IMPLY SCHOOLBER IS A TRANSPORT OPERATOR, OR THAT SCHOOLBER IS SUBJECT TO THE REGULATORY OR LEGAL REQUIREMENTS OR LIABILITIES OF A TRANSPORT OPERATOR. SCHOOLBER HAS NO RESPONSIBILITY OR LIABILITY FOR ANY TRANSPORTATION OR TRANSPORT OPERATOR SERVICES PROVIDED TO ANY SCHOOL OR ANY OTHER PARTY USING THE SERVICES. NO INTERLINING ARRANGEMENT IS CREATED BY THIS AGREEMENT.
1.2 “Transport Management Services”
Schoolber is providing transport management services. Schoolber’s sole obligation is to arrange transportation of student by a Transport Operator that is appropriate and authorized to operate by all applicable governmental agencies. Schoolber does not take possession, custody or control of any student. Schoolber does not assume any liability, possessory rights or obligations, and assumes no financial responsibility whatsoever, for student, including loss, theft, injury or delayed transport thereof.
Schoolber offers a platform to connect School and Transport Operators, but does not provide actual transportation services or act in any way as a Transport Operator. It is your obligation to provide transportation services, which may be scheduled through the use of the Service. Schoolber has no responsibility for any transport services you provide to School.
1.3 “School”
A School warrants under Schoolber’s Terms & Conditions applicable to School that it owns, possesses, or otherwise controls the rights to transport student by way of the Service.
1.4 “User”
A User is any individual or company who accesses or uses the Service. This individual may be a Transport Operator or a School.
1.5 “User Content”
User Content means any and all information, data, textual, audio, and/or visual content, commentary and feedback related to the Service, ratings, reviews and other content that a User submits to, or uses with, the Service. User Content includes the information provided in a Transport request or acceptance.
1.6 Independent Contractor
This Agreement does not make you an agent, legal representative, joint venture, or partner of Schoolber for any purpose. You understand and agree that you will act as an independent contractor and are in no way authorized to make any contract, warranty or representation on behalf of Schoolber, or to create any obligation express or implied on behalf of Schoolber. It is expressly agreed and understood that you shall not be considered under this Agreement as having any employment status with Schoolber, or as being entitled to any plans, distributions, or benefits extended by Schoolber to its employees.
2. DESCRIPTION OF SERVICES
Schoolber provides a platform via the Mobile App and our Website (defined above as the “Services”) so that School may submit request for transport through the Service. School will provide the following information as part of requesting transports:
- The origin and destination addresses for the transport request;
- The requested dates or schedule for pickup and drop-off of the transport request;
- Details of the student being transported as part of the transport request;
- Any other information necessary for the safe and proper transportation of the student.
Schoolber will notify the School that the transport request has been accepted. It also will notify you that the transport request has been assigned to you; PROVIDED, however, that Schoolber does not guarantee that your attempt to accept any transport request will be successful. Schoolber assigns transport requests to the first Transport Operator which accepts the School’s posting. If the original Transport Operator assignment fails for whatever reason, the School’s transport request will be re-posted to the Service for availability by all interested Transport Operators.
Within a reasonable time after accepting the transport request, you shall upload to the Service your quotation for the transport request. You shall not name Schoolber as either a School or consignee on any quotation. Schoolber is not responsible for any transport terms entered into between you and a School.
Unless otherwise agreed, transport charges stated in the App and agreed to by your acceptance of transports hereunder include any and all accessorial charges, such as wait time and fuel surcharges. You will provide Schoolber advance notice of any and all unspecified ancillary services or costs for which you might like to charge Schoolber and School, such as extra stop charges and driver assist charges. Absent express prior agreement, Schoolber does not guarantee that invoices for accessorial and/or ancillary services will be paid.
Once a transport request is completed, you shall post to the Service a proof of delivery signed by the authorized recipient.
Schoolber may, as a convenience and value added service, provide you through the Service with access to GPS services, Google Maps or similar service to suggest routing. However, any such routing information is for your convenience only. It is not instructional or mandatory.
3. YOUR RESPONSIBILITIES
3.1 Documents due at registration
Upon registering with the Service, you shall provide Schoolber: (i) a copy of your LTA Operating Authority; and (ii) proof of insurance as described in Section 3.2 below.
3.2 Insurance
You shall procure and maintain, at your sole cost and expense, with reputable and financially responsible insurance underwriters, acceptable to Schoolber, the following insurance coverages:
- Automobile Liability insurance to include any automobile, or all owned, non-owned and hired automobiles, covering bodily injury (including injury resulting in death) and loss of or damage to property in an amount not less than $1,000,000 per incident.
- Any other insurance that may be required by Singapore laws, rules, regulations or ordinances.
3.3 Subcontractors
You shall not subcontract, assign, or cause or permit any other person or entity to perform any of your obligations hereunder, or cause or permit any transport tendered hereunder to be transported by any other third-party Transport Operator, or any other substitute mode of transportation, without the express written consent of Schoolber and the School.
3.4 Compliance With Laws
You represent and warrant that you are licensed by LTA as a for-hire motor Transport Operator in Singapore. With respect to the transportation services provided under this Agreement, you shall comply with all Singapore laws, rules, regulations and ordinances. You shall defend, indemnify and hold Schoolber and School harmless from and against any and all fines, penalties, judgments, liabilities, expenses and costs of any nature resulting from your failure to comply with all such laws, rules, regulations and ordinances.
You represent and warrant that you are in compliance, and shall maintain compliance during the term of this Agreement, with all applicable Singapore laws relating to the provision of services including, but not limited to: security regulations; owner/operator lease regulations; implementation and maintenance of driver safety regulations including, but not limited to, hiring, controlled substances and alcohol testing, and hours of service regulations; sanitation, temperature, qualification and licensing and training of drivers; implementation and maintenance of equipment safety regulations; maintenance and control of the means and method of transportation including, but not limited to, performance of drivers; all applicable insurance laws and regulations including, but not limited to, workers’ compensation.
3.5 Equipment
You warrant that you shall perform all transportation services pursuant to this Agreement with equipment that is in good order, condition and repair and that meets with all applicable Singapore laws, rules and regulations.
In Schoolber’s Terms & Conditions applicable to School, School are advised that they are responsible to the extent allowed by law to review and accept or decline a Transport Operator’s transport for cleanliness, odour, leaks, dirt or other conditions that may be unacceptable to the School; and that they may notify Schoolber immediately and request alternative arrangements if a transport is unacceptable. However, these terms do not alter a Transport Operator’s responsibility regarding equipment and other safety matters that operate as a matter of law.
You acknowledge that Schoolber will never be in possession of any student being transported in connection with use of the Service, and that Schoolber will not be responsible or have any role in the securement of student for transportation.
3.6 Non-Solicitation
During the term of this Agreement, and for a period of one (1) year from its termination, you shall neither initiate nor accept any direct or indirect business relationship with any School to which you are first introduced by the Service, or in connection with use of the Service. You understand that any such School must elicit and procure transportation services exclusively through the Service unless otherwise agreed by the parties in writing. Your obligation in this regard extends to instances where a School contacts you and seeks to establish a business relationship that does not include Schoolber. This provision shall continue in force beyond termination of this Agreement for one (1) year subsequent to termination.
If you book or otherwise makes available any direct or indirect business relationship with any School that was first introduced to you by Schoolber in violation of this Agreement, you shall be jointly and severally liable with the School to Schoolber for each such violation in an amount equal to twenty percent (20%) of all revenues paid by the School to you.
3.7 Transport Operator Liability for Student Death or Injury
By Schoolber’s Terms & Conditions applicable to School, School which use the Service are advised for informational purposes that a Transport Operator’s liability for death or injury in Singapore. School are further advised that a Transport Operator may impose time limits for filing of death and injury claims, as well as for filing any action at law for student death or injury. Schoolber recommends that School consult with a qualified lawyer regarding any action they might wish to pursue against a Transport Operator based on death or injury.
Schoolber may assist School with claims against Transport Operators for death or injury. For this purpose, by Schoolber’s Terms & Conditions applicable to School, School are advised to file with Schoolber their written notices of claim issued to a Transport Operator for student death or injury. While Schoolber may facilitate processing of claims, but notwithstanding Schoolber’s participation in or assistance with any student claim, Schoolber is not liable for any student death or injury which was not proximately caused by Schoolber’s own wrongdoing.
You agree to defend, indemnify, and hold Schoolber and its customers harmless from any and all claims, death, injury, expenses, or liability, including reasonable legal fees, arising out of your performance of services, or any violation of applicable law or terms of this Agreement. Any attempt to limit your liability or amend this Agreement by provisions contained in any quotation, delivery receipt or tariff shall be deemed null and void. Exclusions in your insurance coverage shall not exonerate you from this liability.
3.8 Land Transport Authority Of Singapore Regulations
If you will transport student in Singapore, you warrant that you are compliant with any and all applicable Land Transport Authority of Singapore regulations and requirements. You shall notify Schoolber through the Service within three (3) days of any change in your compliance status.
3.9 Transport Documents
You shall not insert “Schoolber” on any receipt, quotation, manifest, or other transport document. In the event you do so, such insertion shall be deemed to be for your convenience, or due to your oversight, and shall not operate to alter Schoolber’s status as a transport management service provider, or the Transport Operator’s status as the responsible Transport Operator. The provisions set forth in any transport document used by a School or you shall not supersede, alter, or modify any term of this Agreement or add any liability or responsibility to Schoolber.
3.10 You understand and agree that Schoolber, from time to time, enters into master transportation contracts or like documents with certain School. Such contracts often provide that their terms preempt and govern over any term within a quotation or other transport document that conflicts or is otherwise inconsistent with the contracts. To the extent any transport you undertake hereunder is governed by a contract between Schoolber and a School containing such a clause, you agree that any quotation or other document you issue shall be subordinate to and preempted by such contract’s terms. Schoolber will advise you on request as to whether any such master transportation contract or like document containing a preemptive clause exists with respect to specific transports you undertake. You further understand and agree that such contracts or like documents may contain terms restricting the extent to which you may be entitled to collected charges for accessorial and ancillary services, in which event Schoolber will not pay related charges notwithstanding any advance notice.
4. TRANSPORT OPERATOR SELECTION
Schoolber establishes and follows written procedures to evaluate Transport Operators prior to their use by Schoolber. Schoolber continues to evaluate certain Transport Operators at certain intervals, as set forth by Schoolber’s internal risk management and Transport Operator selection policies, which may be amended from time to time with or without notice to Transport Operators or School. Schoolber is not responsible in any way for the acts and/or omissions of Transport Operators or their drivers.
Schoolber provides a means for School and Transport Operators to rate and review each other and to have those ratings made available to other Users. We do not express any opinion, nor does Schoolber make any assurances regarding, the truth or accuracy of any User reviews or ratings. Schoolber does not regularly monitor or remove reviews or ratings, or any portion thereof, unless they contain Content we deem inappropriate.
5. PAYMENT TERMS
5.1 Payment
For each Transport, School will pay Schoolber the transport charge quoted to the School upon acceptance of the applicable transport request on the Service (“transport charge”), as well as any additional charges it may incur related to the transport request. By Schoolber’s Terms & Conditions applicable to School, School are advised that transport charges may include, due to the School or Parent not being available or able to receive the student from a Transport Operator, any differences between costs for the actual transport request and the description of the transport request created on the Service. Schoolber may change pricing for the Service (from time to time at its sole discretion) by updating the Site and Mobile App and without notice to Users.
5.2 Remittance
For each transport request, Schoolber will pay you the transport charges quoted to you when you accept the transport request (“Transport Operator Fee”), as well as additional fees Transport Operator may earn related to the completion of the transport request. These fees include, but are not limited to, due to the School or Parent not being available or able to receive the student from a Transport Operator, and any difference in fees resulting from the actual transport request being different from the description of the transport request created on the Service.
5.3 General Payment Terms
You agree that you are responsible for the collection and/or payment of all taxes, which you may be liable for in any jurisdiction arising from your use of the Service. Schoolber is not responsible for collecting, reporting, paying, or remitting to you any such taxes.
Schoolber shall pay transport charges quoted to you on the Service regardless of whether School pay Schoolber. In exchange for this guarantee of payment, you shall not invoice any School whose student you transport hereunder; and you shall look solely to Schoolber for payment of transport charges hereunder. You hereby waive any right you may otherwise have to proceed or commence any action against any School for the collection of any transport bills arising out of transportation services hereunder. You shall have no lien rights against any School, or any property in your possession, for transportation effected hereunder.
6. LICENSES
6.1 Accounts
In order to use certain features of the Service, you must register for an account with Schoolber (“Account”) and provide certain information as prompted by the registration. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by contacting Schoolber or following the instructions on the Service. You are responsible for maintaining the confidentiality of your Account login credentials and are fully responsible for all activities that occur under your Account. You agree to immediately notify Schoolber of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Schoolber is not liable for any loss or injury arising from your failure to comply with the above requirements.
6.2 Site
Schoolber owns and retains ownership in the Site and all intellectual property therein. Subject to the terms of this Agreement, Schoolber grants you a limited, non-transferable, non-exclusive, revocable license to use the Site for your internal business use during the term of this Agreement.
6.3 Mobile App
Schoolber owns and retains ownership in the Mobile App and all intellectual property therein. Subject to the terms of this Agreement, Schoolber grants you a limited, non-transferable, non-exclusive, revocable license to install and use the Mobile App, in executable object code format only, solely on your own handheld mobile device and for your internal business use during the term of this Agreement.
6.4 Restrictions
The rights granted to you in this Agreement are subject to the following restrictions:
- You shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Service;
- You shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Service;
- You shall not access the Service in order to build a similar or competitive service; and
- Except as expressly stated herein, no part of the Service may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means.
6.5 Limited Support
Users may contact Schoolber’s technical support center for any support- related issues arising from the use of the Service by following the instructions on the Service.
7. INSURANCE
Schoolber agrees to maintain, at its own expense, at all times, at least the following insurance coverage amounts:
Personal Accident Liability: $10,000
Upon request, Schoolber may procure insurance coverage amounts that exceed these limits, and the evidence of such coverage shall be in the form of an insurance certificate provided to you on request. Schoolber’s maximum liability to you for any loss shall be limited to Schoolber’s insurance policy terms and conditions and the dollar amounts for coverage hereinbelow.
Schoolber’s personal accidental insurance is subject to the terms, conditions and certain limitations and/or exclusions as contained in the policy, and the terms, conditions and requirements as outlined within this Agreement, which are subject to change at any time. The existence of Schoolber’s personal accidental insurance in no way shifts or places any legal or contractual liability on Schoolber, nor does it exonerate the your duties and liabilities under this Agreement.
8. OWNERSHIP
Schoolber owns intellectual property rights in and to the Service, including but not limited to the Site, Mobile App, including all related software and servers, in and to our trademarks, service marks, trade names, logos, domain names, taglines and trade dress (collectively, the “Marks”). Users acknowledge and agree that Schoolber owns all right, title, and interest in and to the Service, including all intellectual property rights therein. Users understand and agree that without a written license agreement with Schoolber, Users may not make any use of the Marks. Except as expressly granted in this Agreement, all rights, title and interest in and to the Service, and in and to the Marks are reserved by Schoolber.
9. MODIFICATION OF THE SERVICE
Schoolber reserves the right, at any time, to modify, suspend, or discontinue the Service or any part thereof with or without notice. You agree that Schoolber will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service or any part thereof.
10. LIMITATIONS ON USE OF THE SERVICE
You agree not to use the Service to upload, transmit, display, or distribute any User Content that: (a) violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; or (b) is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelious, pornographic, obscene, patently offensive (e.g., material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual) or otherwise objectionable material of any kind or nature or which is harmful to minors in any way.
In addition, you agree not to use the Service to: (a) upload, transmit, or distribute any computer viruses, worms, or any software intended to injury or alter a computer system or data; (b) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (c) harvest, collect, gather or assemble information or data regarding other Users, including e-mail addresses, without their consent; (d) interfere with, disrupt, or create an undue burden on servers or networks connected to the Service or violate the regulations, policies or procedures of such networks; (e) attempt to gain unauthorized access to the Service, other computer systems or networks connected to or used together with the Service, through password mining or other means; (f) harass or interfere with another User’s use and enjoyment of the Service; or (g) introduce software or automated agents or scripts to the Service so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Service.
Schoolber reserves the right to review any User Content, investigate, and /or take appropriate action against you in its sole discretion, including removing or modifying User Content, terminating your Account, and/or reporting you to law enforcement authorities. However, Schoolber has no obligation, to monitor, modify or remove any User Content.
11. USER CONTENT
11.1 User Content
You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that makes you or any third party personally identifiable. You hereby represent and warrant that your User Content does not violate any provision of this Agreement. For the avoidance of doubt, User Content may include third party content you submit. You agree not to submit third party content unless you have the consent of the applicable third party owner of such content. You may not state or imply that your User Content is in any way provided, sponsored or endorsed by Schoolber. You acknowledge and agree that Schoolber is not responsible for any loss or injury resulting from anyone’s use or reliance on User Content and Schoolber makes no guarantees regarding the accuracy, completeness, usefulness currency, suitability, or quality of any User Content, and assumes no responsibility for any User Content.
11.2 License
Users hereby grant, and represent and warrant that they have the right to grant, to Schoolber an irrevocable, nonexclusive, royalty-free and fully paid, sublicenseable, worldwide license, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels, now known or hereafter devised (including in connection with the Services and Schoolber's business and on third-party sites and services), without further notice to or consent from You, and without the requirement of payment to You or any other person or entity. All rights in and to the User Content not expressly granted to Schoolber in this Agreement are reserved by Users.
11.3 Anonymous Data
Schoolber may create anonymous data records (“Anonymous Data”) from your User Content by using commercially reasonable efforts to exclude any and all information (such as company name) that makes the data identifiable to you. Schoolber may use and disclose Anonymous Data for any purpose, including improving the Service.
11.4 Disclosure
Schoolber may share your User Content (a) with third party service providers; (b) if another company acquires Schoolber; and/or (c) to comply with relevant laws, to respond to subpoenas or warrants or assist in preventing any violation or potential violation of the law or this Agreement.
11.5 Copyright Complaints and Copyright Agent
- Schoolber respects the intellectual property of others, and expects Users to do the same. If you believe, in good faith, that any materials on the Services infringe upon your copyrights, please send the following information to Schoolber’s Copyright Agent at [email protected];
- A description of the copyrighted work that you claim has been infringed, including specific location on the Services where the material you claim is infringing is located. Include enough information to allow Schoolber to locate the material, and explain why you think an infringement has taken place;
- A description of the location where the original or an authorized copy of the copyrighted work exists – for example, the URL (Internet address) where it is posted or the name of the book in which it has been published;
- Your address, telephone number, and e-mail address;
- A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- A statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner's behalf; and
- An electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
- We may terminate access, usage or subscription to the Site, as the case may be, for repeat infringers in appropriate circumstances.
12. THIRD PARTY SITES AND LOCATION INFORMATION
12.1 Third Party Sites
The Service might contain links to third party websites, services, and advertisements for third parties (collectively, “Third Party Sites”). Such Third Party Sites are not under the control of Schoolber and Schoolber is not responsible for any Third Party Sites. Schoolber does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Sites. You use all Third Party Sites at your own risk. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third Party Sites.
12.2 Location Information
Location data provided by the Service is for basic location purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental injury, or other loss. Neither Schoolber, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data displayed by the Services, whether provided by Schoolber, third party content providers, or Users.
Geo-locational data that You upload, provide, or post on the Services may be accessible to certain Users of the Services. You assume any and all risk of providing such data to other Users of the Services.
13. INDEMNITY
13.1 Indemnification of Schoolber
You agree to defend, indemnify and hold Schoolber (and its officers, employees, and agents) harmless, including costs and legal fees, from any claim or demand made by any third party due to or arising out of your (i) use of the Service, (ii) User Content, (iii) interaction with any other User, (iv) violation of this Agreement; (v) violation of applicable laws or regulations; or (vi) your transport services. Schoolber reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Schoolber. Schoolber will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
13.2 Indemnification of Transport Operator
You agree to defend, indemnify and hold Transport Operators (and their officers, employees, and agents) harmless, including costs and legal fees, from any and all injurys, claims or losses arising out of your performance of this Agreement, to the extent such injurys, claims or losses are caused by you or your employees’ or agents’ negligence or intentional conduct.
13.3 Indemnification of you
By Schoolber’s separate Terms & Conditions applicable to School, School agree to defend, indemnify and hold you (and your officers, employees, and agents) harmless, including costs and legal fees, from any and all injuries, claims or losses arising out of the School’ performance under this Agreement, to the extent such injuries, claims or losses are caused by the negligence or other intentional conduct of the School or their employees or agents.
14. TERMINATION OF SERVICE BY TRANSPORT OPERATOR
Operator shall have the right to terminate this Agreement or any Services provided hereunder: (i) immediately upon the Bankruptcy of Company or (ii) on one (1) Month prior Notice upon the occurrence of service to Schoolber.
15. GOVERNING LAW AND JURISDICTION
These Terms of Service shall be governed and construed in accordance with laws of the Republic of Singapore. Any dispute arising out of or in connection with these Terms of Service including any question regarding its existence, validity or termination, shall be referred to and finally resolved by the courts of Singapore.
16. TERM OF AGREEMENT
This Agreement will remain in full force and effect while you use the Service. Schoolber may at any time terminate this Agreement in its sole discretion if (a) you have breached any provision of this Agreement (or have acted in a manner that clearly shows you do not intend to, or are unable to, comply with this Agreement); (b) Schoolber is required to do so by law (for example, where the provision of the Service to you is, or becomes, unlawful); (c) Schoolber has elected to discontinue the Service; or (d) for your poor performance as a Transport Operator in Schoolber’s sole discretion. Upon termination of this Agreement, your Account and right to access and use the Service will terminate immediately.
16. GENERAL PROVISIONS
16.1 Changes to Agreement
This Agreement is subject to occasional revision by Schoolber. In the event of any material changes made to the Agreement, Schoolber will notify you by electronic mail, or other means of communication, before your next use of the changes on the Service. Any changes to this agreement will be effective upon the earlier of (a) the date you accept the new terms or (b) thirty (30) calendar days following your receipt of the notice of the changes. These changes will be effective immediately for new Users of the Service. Continued use of the Service following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
16.2 Entire Agreement
This Agreement constitutes the entire agreement between you and us regarding the use of the Service. Schoolber’s failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word “including” means including without limitation. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. This Agreement may be executed in counterparts.
16.3 Assignment
This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Schoolber’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees.
16.4 Notices
All notices as required by any of the terms and conditions of this Agreement shall be deemed given with the notices prepared, adequately addressed and deposited in the Singapore mail, postage prepaid. Notices to Schoolber are adequately addressed as follows:
Schoolber Pte Ltd.
10 Anson Road,
International Plaza #26-04
Singapore 079903
Phone: (+65) 9139 8961
Email: [email protected]
16.5 Publication of Information
Schoolber has your permission to identify you as a customer of Schoolber or user of our Services and to reproduce your name and logo on the Site and in any other marketing materials.
If you provide Schoolber any feedback, suggestions, or other information or ideas regarding the Service (“Feedback”), you hereby assign to Schoolber all rights in the Feedback and agree that Schoolber has the right to use such Feedback and related information in any manner it deems appropriate. Schoolber will treat any Feedback you provide as non-confidential and non-proprietary. You agree that you will not submit to Schoolber any information or ideas that you consider to be confidential or proprietary.
16.6 Severability
If any provision of this Terms of Service is determined to be invalid or unenforceable, then such invalidity or unenforceability shall not have any effect on any other provision of this Terms of Service, which shall remain valid and enforceable.
16.7 Disclaimer
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." SCHOOLBER EXPRESSLY DISCLAIMS ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR STATUTORY, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT. SCHOOLBER MAKES NO WARRANTY THAT THE SERVICE: (A) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE; OR (D) RESULT IN ANY REVENUE, PROFITS, OR COST REDUCTION. THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. SCHOOLBER IS NOT RESPONSIBLE FOR ANY DELAYS, SCHEDULE TRIP FAILURES OR OTHER INJURIES RESULTING FROM SUCH PROBLEMS.
YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
SCHOOLBER'S SERVICES MAY BE USED BY YOU TO REQUEST AND SCHEDULE TRANSPORTATION SERVICES WITH OTHER USERS, BUT YOU AGREE THAT SCHOOLBER HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO THE SERVICES OR ANY TRANSPORTATION SERVICES COORDINATED OR OFFERED OR PURCHASED BY YOU THROUGH THE SERVICES OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT. YOU ASSUME ALL LIABILITY AND RISK OF USING THE SERVICES AND COORDINATING AND/OR OFFERING TRANSPORTATION SERVICES.
WE RESERVE THE RIGHT, BUT HAVE NO OBLIGATION, TO MONITOR DISPUTES BETWEEN YOU AND OTHER USERS. PLEASE CAREFULLY SELECT THE TYPE OF INFORMATION THAT YOU POST ON THE SITE OR THROUGH THE SERVICES OR RELEASE TO OTHERS. WE DISCLAIM ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF OTHER USERS (INCLUDING UNAUTHORIZED USERS, OR “HACKERS”). SCHOOLBER ONLY OFFERS TECHNOLOGY THAT ENABLES TRANSPORT OPERATORS TO COORDINATE TRANSPORTATION SERVICES. SCHOOLBER IS NOT A TRANSPORT OPERATOR. WE ARE NOT INVOLVED IN THE ACTUAL TRANSPORTATION OF STUDENT. AS A RESULT, WE HAVE NO CONTROL OVER THE QUALITY OR SAFETY OF ANY VEHICLE, STUDENT OR OF THE TRANSPORTATION THAT OCCURS AS A RESULT OF THIS SERVICE; NOR DO WE HAVE ANY CONTROL OVER THE TRUTH OR ACCURACY OF USERS' INFORMATION LISTED ON SCHOOLBER. WE RESERVE THE RIGHT TO CHANGE ANY AND ALL CONTENT, SOFTWARE AND OTHER ITEMS USED OR CONTAINED IN THE SERVICES AT ANY TIME WITHOUT NOTICE.
THE SERVICE MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME FOR MAINTENANCE OR OTHER REASONS. SCHOOLBER ASSUMES NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, USER COMMUNICATIONS. SCHOOLBER IS NOT RESPONSIBLE FOR ANY TECHNICAL MALFUNCTION OR OTHER PROBLEMS OF ANY TELEPHONE NETWORK OR SERVICE, COMPUTER SYSTEMS, SERVERS OR PROVIDERS, COMPUTER OR MOBILE PHONE EQUIPMENT, SOFTWARE, FAILURE OF EMAIL OR PLAYERS ON ACCOUNT OF TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR AT ANY SITE OR COMBINATION THEREOF, INCLUDING INJURY OR INJURY TO A USER'S OR TO ANY OTHER PERSON'S COMPUTER, MOBILE PHONE, OR OTHER HARDWARE OR SOFTWARE, RELATED TO OR RESULTING FROM USING OR DOWNLOADING MATERIALS IN CONNECTION WITH THE WEB AND/OR IN CONNECTION WITH THE SERVICES.
16.8 Limitation of Liability
SCHOOLBER SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY INJURY RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SCHOOLBER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
SCHOOLBER SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY OTHER USER OR ANY THIRD PARTY. SCHOOLBER SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND SCHOOLBER'S REASONABLE CONTROL. IN NO EVENT SHALL SCHOOLBER'S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE SERVICES AND TRANSPORTATION SERVICES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED FIVE HUNDRED (S$500.00) SINGAPORE DOLLARS.
THE LIMITATIONS AND DISCLAIMER IN SECTIONS 16.7 AND 16.8 DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
THE ASSUMPTION OF RISK AND LIMITATION OF LIABILITY SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN SCHOOLBER AND YOU.
16.9 Headings
Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
If you have any questions about this Agreement, please contact Schoolber at [email protected]
