PEPSA INDEPENDENT CONTRACTOR AGREEMENT

PLEASE CAREFULLY READ THIS TERM AND CONDITION (“AGREEMENT”). IT CONSTITUTES A LEGAL AGREEMENT BETWEEN YOU AND PEPSA SOLUTIONS LTD, ITS SUBSIDIARIES, AND AFFILIATED COMPANIES, (COLLECTIVELY, “PEPSA,” “PEPSA.CO,” “WE,” “US,” OR “OUR”).

This Agreement (“Agreement”) is made and entered into by and between you, the undersigned contractor (“CONTRACTOR”), an independent contractor engaged in the business of performing the services contemplated by this Agreement, and Pepsa Solutions Ltd. (“PEPSA” or “COMPANY”). CONTRACTOR may enter this Agreement either as an individual or as a corporate entity. This Agreement will become effective on the date it is accepted regardless of whether you are eligible to, or ever do, perform any Contracted Services.

 

 

  1. “Pepsa Solutions Ltd” (also referred to as PEPSA) is the company that provides an online commerce activities connection and commerce engagement ecosystem. The platform uses a web-based technology that connects (customers) with independent merchants (vendors, stores, restaurants, grocery stores, supermarkets, and pharmacies) and delivery contractors. PEPSA’s software permits registered users (customers) to order goods and services from various Merchants to be delivered either by an independent logistic vendors/rider through the Pepsa Dispatch App. PEPSA Dispatch system notifies independent contractors that a delivery opportunity is available and the PEPSA software facilitates follow of communication and sharing of information between the merchant or sellers and customer or receivers.  
  2. “PEPSA Platform” is a web-based technology including but not limited to PEPSA-marketplace, e-Store, and PEPSA-Dispatch. The platforms is currently provided on the website www.pepsa.co, but may be provided on different websites, software, and/or applications.
  3. “PEPSA-Marketplace” means PEPSA’s copyrighted online platform where Customers can view and search for the product or menu of Merchants and/or place an order via the PEPSA website or mobile application for customer-pick-up, merchant delivery, or by a Shopper (Dispatch contractor) to the Customer.
  4. “Plug, e-Store” is an online platform through which Merchants may and regularly should review and confirm its transactions, fees, and account on the PEPSA Platform.
  5. “PEPSA-Dispatch and API” means the delivery service application programming interface (API) that allows Users (Customers and/or Merchants) to communicate information with independent dispatch contractors.
  6. “Customer” the users (individual or Merchant) who request the service of an independent contractor to deliver/pickup item through the PEPSA-Marketplace Platform.
  7. “Merchant” means the sellers, stores, restaurants, pharmacies, or other entity that has agreed on the PEPSA platform. 
  8. “Independent Contractor or Contactor” is an independent service provider of delivery and other services, authorized to conduct the services contemplated by this Agreement, including but not limited the individual or business that engages in the activity of fulfilling Contracted Services onboarding, monitoring and supervising the activity of Dispatcher.
  9. “Personnel, Dispatcher and/or Subcontractor” means individual who may be employee and/or subcontractor of Contractor, registered to perform any activity and/or fulfill Contracted Services on behalf of Contractor.   
  10. “Pickup Address” means defined location address where item is to be picked.
  11. “Delivery Address” means defined location address where item is to be delivered.
  12. “PEPSA Services” means the services offered through the PEPSA Platforms.
  13. “Contractor’s Service” includes, but is not limited to monitoring, order pickup, delivery, or/and shopping by contractors through the PEPSA platform.
  14. “PEPSA Data” shall mean any information generated, provided, or made accessible to Contractor through any of the PEPSA platforms, including without limitation Personal Information.
  15. “Order” means dispatch and/or shopping order for Contractor’s service through the PEPSA Platform from Customers for pickup and/or delivery.
  16. “Dispatch Equipment” means and includes any equipment reasonably required by PEPSA Platform for Contractors to receive and process order and/or dispatch, including, without limitation to a mobile phone, tablet, desktop computer, laptop, vehicle, cart, internet facility, or other automated electronic means of receiving Orders.
  17. “Dispatch Term” means the term of the agreement between PEPSA, customer, and Merchant for dispatch service.
  18. “Contractor’s Agreement” means the term of the agreement between PEPSA and Independent Contractor for the PEPSA Platform.
  19. “Sharing Rate” means is an agreed revenue sharing rate between the Contractor and Dispatcher’s, which is at a percentage of fulfilled Contracted Service fee/revenue transacted by Dispatcher on the PEPSA Platform calculated on a post-tax basis.
  20. “Personal Information” shall mean any information exchanged under this Agreement that:
  1. identifies or can be used to identify an individual (including without limitation, names, telephone numbers, addresses, signatures, email addresses, or other unique identifiers); or
  2. that can reasonably be used to authenticate an individual (including without limitation, name, contact information, precise location information, access credentials, persistent identifiers and any information that may be considered ‘personal data or ‘personal information under applicable law).
  1. “Schedule Order” shall mean an Order to be fulfilled at a particular time later in the same day or at a later date.
  2. “Terms” means the provisions herein.
  3. “Third Party Platform” means a technology interface, such as a middleware technology platform that supports and enables Customers to request Contractor’s service, delivery fulfillment, VTU- services, payment and provide information necessary to enable such delivery fulfillment.

In consideration of the above, as well as the mutual promises described herein, PEPSA and Contractor (collectively “the parties”) agree as follows:

 

  1. CONTRACTOR’S UNDERSTANDING 
  1. Contractor is an independent service provider of delivery and other services, authorized to conduct the services contemplated by this Agreement, including but not limited to Dispatcher and or Sub-contractor.
  2. Contractor possesses all equipment and personnel necessary to perform the delivery and any other services contemplated by this Agreement in accordance with applicable laws.
  3. Contractor desires to enter into this Agreement for the right to receive delivery opportunities made available through PEPSA'S platform.
  4. Contractor understands and expressly agrees that they are not an employee of PEPSA or any Merchant, other business or Customer and that they are providing delivery and other services on behalf of themself and their business, not on behalf of PEPSA.
  5. Contractor understands 
  1. they are free to login into their account at any time they wish to be available on the platform to receive delivery opportunities;
  2. they are free to accept or reject the opportunities transmitted through the PEPSA platform by Customers, and can make such decisions to maximize their opportunity to profit; and
  3. they have the sole right to control the manner in which deliveries are performed and the means by which those deliveries are completed.

 

  1. MODIFICATIONS
  1. PEPSA reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Platform, System of operation, and/or Services at any time, effective upon posting of an updated version of this Agreement through the Services. You should regularly review this Agreement, as your continued use of the Services after any such changes constitute your agreement to such changes.
  2. PEPSA reserves the right, at its sole discretion, to change, suspend, or discontinue the Platform (including without limitation, the availability of any feature or content) at any time. PEPSA may, at its sole discretion, remove a User’s account including Merchant Products or Stores from the PEPSA Platform if PEPSA determines that such account, user, Merchant Product, or Merchant Store could subject PEPSA to undue regulatory risk, health, and safety risk, or other liability.

 

 

By using the Services, you agree to be bound by this Agreement and acknowledge and agree to the collection, use, and disclosure of your personal information in accordance with PEPSA’s Privacy Policy, incorporated in this Agreement. You also agree to abide by any additional PEPSA policies for Users that are published on our website or mobile application.  Certain features of our Services may be subject to additional terms and conditions, which are incorporated herein.

 

 

 

You understand and agree that PEPSA provides a technology platform connecting you with customers, merchants, and other service providers. You acknowledge and agree that PEPSA does not itself buy, request for your service, sell product or offer logistics/delivery services, and has no responsibility or liability for the acts or omissions of any Customers, Merchant or any Contractor. The services offered by PEPSA pursuant to this Agreement do not include purchase, any retail services or any delivery services. PEPSA is not in the delivery business nor is it a common carrier. PEPSA provides a technology platform facilitating the transmission of orders by Users to Merchants for pickup or delivery by Contractors. PEPSA will not assess or guarantee the suitability, legality or ability of any Contractor or Merchant. You agree that PEPSA is not responsible for the safety of product, food or item provided to you for delivery, does not verify delivery package compliance with applicable laws or regulations. PEPSA has no responsibility or liability for acts or omissions by any Customers. 

You agree that the item presented for delivery will be verify at the point of pickup and you will collect delivery item in accordance with the provision of applicable law. You agree that PEPSA does not hold or acquires any ownership interest in any item that you presented for delivery through the PEPSA Platforms or Services.

 

  1. PURPOSE OF THE AGREEMENT

 

 

 

  1. CONTRACTOR'S OPERATIONS

 

 

  1. CONTRACTED SERVICES
  1. From time to time, the PEPSA platform will notify Contractor of the opportunity to monitor or complete deliveries from One party (either Individual, Merchant or business) to another in accordance with dispatch and delivery details, including but limited to orders placed by customers through the PEPSA platform, directly from merchant and/or other businesses (each of these is referred to as a "Delivery Opportunity"). For each Delivery Opportunity accepted by Contractor or Dispatcher or Subcontractor on behalf of Contractor” ("Contracted Service"), Contractor agrees to retrieve the package/orders from Merchant, Customer or other businesses (as the case may be) on time and safely, ensure the order is accurately filled according to the customer, merchant, and/or business specifications, and complete delivery orders to customer in a safe and timely manner. For all Delivery opportunity accepted on behalf of Contractor, Contractor agrees to closely monitor the activity of its Dispatcher or Subcontractor and endeavour delivery orders are completed according to specification, instruction, in safe and timely manner.
  2. CONTRACTOR understands and agrees that the parameters of each Contracted Service are established by the parties involve such as customer, merchant and/or other business, not PEPSA, and represent the end result desired, not the means by which CONTRACTOR is to accomplish the result. CONTRACTOR has the right to cancel, from time to time, a Contracted Service when, in the exercise of CONTRACTOR's reasonable discretion and business judgment, it is appropriate to do so. Notwithstanding the foregoing, CONTRACTOR agrees to maintain both a customer rating and a completion rate. Failure to satisfy this obligation constitutes a material breach of this Agreement, and PEPSA shall have the right to terminate this Agreement and/or deactivate CONTRACTOR'S account and/or Dispatcher”.
  3. CONTRACTOR acknowledges that PEPSA has discretion as to which, if any, Delivery Opportunity to offer, just as CONTRACTOR has the discretion whether and to what extent to accept any Delivery Opportunity.
  4. CONTRACTOR acknowledges that PEPSA reserves the right, at its sole discretion to fix fee as found fit for all or any Delivery Opportunity and/or Contracted service. Contractor agrees that the fee displayed for Delivery Opportunity and/or Contracted Service may differ from the price charged by PEPSA for the same service. 
  5. CONTRACTOR acknowledges that CONTRACTOR is engaged in CONTRACTOR’s own business, separate and apart from PEPSA’S business, which is to provide an online marketplace platform using web-based technology that connects contractors, merchants and/or other businesses, and customers.
  6. CONTRATOR acknowledges and agrees that its registered Dispatcher, Subcontractor and Personnel are its responsibility and liability either such Dispatcher, Subcontractor and Personnel operates as an independent personnel/contractor or as an employee.
  7. CONTRACTOR authorizes PEPSA, during the course of a Contracted Service, to communicate with CONTRACTOR, Customer, Individual and/or merchant or other business to assist CONTRACTOR, or facilitate direct communication between CONTRACTOR and the customer, merchant, and/or business, to the extent permitted by CONTRACTOR, in facilitating deliveries. However, under no circumstances shall PEPSA be authorized to control the manner or means by which CONTRACTOR performs delivery services or other services contemplated under this agreement. This includes, but is not limited to, the following: 
  1. CONTRACTOR does not have a supervisor or any individual at PEPSA to whom they report. However, Dispatcher may be bound to report location to customer, merchant or any other party involve in a Contracted service. Dispatcher may also be bound to report activity and location to its Logistic Vendor. 
  2. CONTRACTOR is not required to use any signage or other designation of PEPSA on their vehicle or person at any point in their use of the platform to perform the Contracted Services.
  3. PEPSA has no control over CONTRACTOR’s personal appearance.
  4. CONTRACTOR does not receive regular performance evaluations by PEPSA.
  1. In the event CONTRACTOR fails to fully perform any Contracted Service (a "Service Failure") due to CONTRACTOR's action or omission, CONTRACTOR shall forfeit all or part of the agreed fee for that service. If CONTRACTOR disputes responsibility for a Service Failure, the dispute shall be resolved pursuant to the "Payment Disputes" provision below.
  2. CONTRACTOR agrees to immediately notify PEPSA in writing by submitting a Support inquiry through https://support.pepsa.co if CONTRACTOR's services or scope of work differ in any way from what is contemplated in this Section.

 

  1. RELATIONSHIP OF PARTIES
  1. The parties acknowledge and agree that this Agreement is between two co-equal, independent business enterprises that are separately owned and operated. The parties intend this Agreement to create the relationship of principal and independent contractor and not that of employer and employee. The parties are not employees, agents, joint venturers, or partners of each other for any purpose. Neither party shall have the right to bind the other by contract or otherwise except as specifically provided in this Agreement.
  2. PEPSA shall not have the right to, and shall not, control the manner or the method of accomplishing Contracted Services to be performed by CONTRACTOR. The parties acknowledge and agree that those provisions of the Agreement reserving ultimate authority in PEPSA have been inserted solely for the safety of consumers and other CONTRACTORS using the PEPSA platform or to achieve compliance with federal, state, or local laws, regulations, and interpretations thereof.
  3. PEPSA shall report all payments made to CONTRACTOR on a calendar year basis using an appropriate FIRS Form, if the volume of payments to CONTRACTOR qualify. CONTRACTOR agrees to report all such payments and any cash gratuities to the appropriate federal, state and local taxing authorities.

 

  1. PAYMENT FOR SERVICES
  1. Unless notified otherwise by PEPSA in writing or except as provided herein, CONTRACTOR will receive payment per accurate Contracted Service completed in an amount consistent with the publicly provided pay model, which shall be shared automated according to agreed percentage between DISPATCHER and LOGISTIC VENDORS. From time to time, PEPSA may offer opportunities for CONTRACTOR to earn more money for performing Contracted Services at specified times or in specified locations. Nothing prevents the parties from negotiating a different rate of pay, and CONTRACTOR is free to accept or deny any such opportunities to earn different rates of pay.

 

 

  1. PAYMENT DISPUTES

In the event there is a Service Failure, CONTRACTOR shall not be entitled to payment as described above (as determined in PEPSA’s reasonable discretion). Any withholding of payment shall be based upon proof provided by the customer, merchant or other business, CONTRACTOR, and any other party with information relevant to the dispute. PEPSA shall make the initial determination as to whether a Service Failure was the result of CONTRACTOR's action/omission. CONTRACTOR shall have the right to challenge PEPSA’s determination through any legal means contemplated by this Agreement; however, CONTRACTOR shall notify PEPSA in writing at https://support.pepsa.co or Support@pepsa.co of the challenge and provide PEPSA the opportunity to resolve the dispute. CONTRACTOR should include any documents or other information in support of their challenge.

  1. EQUIPMENT AND EXPENSES
  1. CONTRACTOR represents that they have or can lawfully acquire all equipment, including vehicles and/or Pepsa Recommended Cart-bags ("Equipment") necessary for performing Contracted Services, and CONTRACTOR is solely responsible for ensuring that the vehicle used conforms to all vehicle laws pertaining to safety, equipment, inspection, and operational capability.
  2. CONTRACTOR agrees that they are responsible for all costs and expenses arising from CONTRACTOR's performance of Contracted Services, including, but not limited to, costs related to CONTRACTOR's Personnel (defined below) and Equipment. Except as otherwise required by law, CONTRACTOR assumes all risk of damage or loss to their Equipment.
  3. LOGISTIC VENDOR and it DISPTCHER may assume the cost and risk of Equipment in proportion to their agreed percentage share of Contract Service fee. 
  1. PERSONNEL
  1. In order to perform any Contracted Services, LOGISTIC VENDOR must, for the safety of customers on the PEPSA platform, pass a background check administered by PEPSA and/or by a third-party vendor, subject to LOGISTIC VENDOR's lawful consent. LOGISTIC VENDOR is not required to perform any Contracted Services personally, but may, to the extent permitted by law and subject to the terms of this Agreement, hire or engage others “DISPATCHER” (as employees or subcontractors of LOGISTIC VENDOR) to perform all or some of the Contracted Services, provided any such employees or subcontractors meet all the requirements applicable to LOGISTIC VENDOR including, but not limited to, accepting the terms of this Agreement, separately completing the process to receive Delivery Opportunities, and being eligible to provide the Contracted Services in the geographic location. To the extent LOGISTIC VENDOR furnishes their own employees or subcontractors “DISPATCHER” (collectively "Personnel"), CONTRACTOR shall be solely responsible for the direction and control of the Personnel it uses to perform all Contracted Services.
  2. Logistic vendors grant PEPSA the right to remit allocated share percentage of Contracted Service fee to Dispatcher/Employee/Subcontractor’s wallet. Notwithstanding, vendors agrees to assumes full and sole responsibility for the payment of all amounts paid to their Dispatcher/Employee and/or Subcontractor for work performed in relation to this Agreement. 
  3. The vendor or it Dispatchers is responsible for payment of wages, benefits and expenses, if any, and for all required state and federal income tax withholdings, unemployment insurance contributions, and social security taxes as to CONTRACTOR and all Dispatcher and /or Personnel employed by CONTRACTOR in the performance of Contracted Services under this Agreement. PEPSA shall have no responsibility for any wages, benefits, expenses, or other payments due CONTRACTOR's DISPATCHER and/or Personnel, nor for income tax withholding, social security, unemployment insurance contributions, or other payroll taxes relating to CONTRACTOR or their Personnel. Neither CONTRACTOR nor their Personnel shall receive any wages, including vacation pay or holiday pay, from PEPSA, nor shall they participate in or receive any other benefits, if any, available to PEPSA's employees.
  4. Unless mandated by law, PEPSA shall have no authority to withhold state or federal income taxes, social security taxes, unemployment insurance taxes/contributions, or any other local, state or federal tax on behalf of CONTRACTOR or their Personnel.
  5. CONTRACTOR and their Personnel shall not be required to wear a uniform or other clothing of any type bearing PEPSA’s name or logo.
  6. If CONTRACTOR uses the services of any Personnel to perform the Contracted Services, CONTRACTOR's Personnel must satisfy and comply with all of the terms of this Agreement, which CONTRACTOR must make enforceable by written agreement between CONTRACTOR and such Personnel. A copy of such written agreement must be provided to PEPSA at least 7 days in advance of such Personnel performing the Contracted Services, and CONTRACTOR must notify PEPSA when their Personnel will be performing Contracted Services. The parties acknowledge that the sole purpose of this requirement is to ensure CONTRACTOR's compliance with the terms of this Agreement.
  1. INSURANCE
  1. CONTRACTOR agrees, as a condition of doing business with PEPSA, that during the term of this Agreement, CONTRACTOR will maintain current insurance, in amounts and of types required by law to provide the Contracted Services, at their own expense. CONTRACTOR acknowledges that failure to secure or maintain satisfactory insurance coverage shall be deemed a material breach of this Agreement and shall result in the termination of the Agreement and the loss of CONTRACTOR's right to receive Delivery Opportunities.
  2. NOTIFICATION OF COVERAGE: CONTRACTOR agrees to deliver to PEPSA, upon request, current certificates of insurance as proof of coverage. CONTRACTOR agrees to provide updated certificates each time CONTRACTOR purchases, renews, or alters CONTRACTOR's insurance coverage. CONTRACTOR agrees to give PEPSA at least thirty (30) days' prior written notice before cancellation of any insurance policy required by this Agreement.
  3. WORKERS' COMPENSATION/OCCUPATIONAL ACCIDENT INSURANCE: CONTRACTOR agrees that CONTRACTOR will maintain sufficient insurance to cover any risks or claims arising out of or related to CONTRACTOR’S relationship with PEPSA, including workers’ compensation insurance where required by law. CONTRACTOR acknowledges and understands that CONTRACTOR will not be eligible for workers’ compensation benefits through PEPSA and is instead responsible for maintaining CONTRACTOR’S own workers’ compensation insurance or occupational accident insurance. CONTRACTOR’S maintenance of CONTRACTOR’S own workers’ compensation insurance or occupational accident insurance will not disqualify CONTRACTOR from participating in the Occupational Accident Insurance Policy for Dispatcher, which PEPSA may make available to CONTRACTOR.
  1. INDEMNITY
  1. PEPSA agrees to indemnify, protect and hold harmless CONTRACTOR from any and all claims, demands, damages, suits, losses, liabilities and causes of action arising directly from PEPSA’s actions offering and facilitating the Contracted Services to CONTRACTOR.
  2. CONTRACTOR agrees to indemnify, protect and hold harmless PEPSA, including all parent, subsidiary and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees, from any and all claims, demands, damages, suits, losses, liabilities and causes of action arising directly or indirectly from, as a result of or in connection with, the actions of CONTRACTOR and/or their Personnel arising from the performance of delivery services under this Agreement, including personal injury or death to any person (including to CONTRACTOR and/or their Personnel), as well as any liability arising from CONTRACTOR's failure to comply with the terms of this Agreement. CONTRACTOR's obligations hereunder shall include the cost of defense, including attorneys' fees, as well as the payment of any final judgment rendered against or settlement agreed upon by PEPSA or its parent, subsidiary and/or affiliated companies.
  3. CONTRACTOR agrees to indemnify, protect and hold harmless PEPSA, including all parent, subsidiary, and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees, from any and all tax liabilities and responsibilities for payment of all federal, state and local taxes, including, but not limited to all payroll taxes, self-employment taxes, workers compensation premiums, and any contributions imposed or required under federal, state and local laws, with respect to CONTRACTOR and CONTRACTOR's Personnel.
  4. CONTRACTOR shall be responsible for, indemnify and hold harmless PEPSA, including all parent, subsidiary, and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees, from all costs of CONTRACTOR's business, including, but not limited to, the expense and responsibility for any and all applicable insurance, local, state or federal licenses, permits, taxes, and assessments of any and all regulatory agencies, boards or municipalities.
  1. MUTUAL ARBITRATION PROVISION
  1. CONTRACTOR and PEPSA mutually agree to this Mutual Arbitration Provision, which is governed by the law of the Federal Republic of Nigeria and shall apply to any and all disputes arising out of or relating to this Agreement, CONTRACTOR’s classification as an independent contractor, CONTRACTOR’s provision of Contracted Services to consumers, restaurants, or other businesses, the payments received by CONTRACTOR for providing services to consumers, restaurants, or other businesses, the termination of this Agreement, and all other aspects of CONTRACTOR's relationship with PEPSA, past, present or future, whether arising under federal, state or local statutory and/or common law, including without limitation harassment, discrimination or retaliation claims and claims arising under or related to state and local wage and hour laws, state and local statutes or regulations addressing the same or similar subject matters, and all other federal, state or local claims arising out of or relating to CONTRACTOR’s relationship or the termination of that relationship with PEPSA.
  2. CONTRACTOR and PEPSA agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost and mutually beneficial outcome. CONTRACTOR and PEPSA therefore agree that, before either CONTRACTOR or PEPSA demands arbitration against the other, we will personally meet and confer, via telephone or videoconference, in a good-faith effort to resolve informally any claim covered by this mutual Arbitration Agreement. If CONTRACTOR is represented by counsel, CONTRACTOR’s counsel may participate in the conference, but CONTRACTOR shall also fully participate in the conference. The party initiating the claim must give notice to the other party in writing of their intent to initiate an informal dispute resolution conference, which shall occur within 60 days after the other party receives such notice, unless an extension is mutually agreed upon by the parties. To notify PEPSA that CONTRACTOR intends to initiate an informal dispute resolution conference, email Dispute@pepsa.co, providing CONTRACTOR’s name, the telephone number associated with CONTRACTOR’s Pepsa account (if any), the email address associated with CONTRACTOR’s Pepsa account, and a description of CONTRACTOR’s claim. In the interval between the party receiving such notice and the informal dispute resolution conference, the parties shall be free to attempt to resolve the initiating party’s claims. Engaging in an informal dispute resolution conference is a requirement that must be fulfilled before commencing arbitration.  The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.
  3. If, following the informal resolution process, either CONTRACTOR or PEPSA wishes to initiate arbitration, the initiating party must notify the other party in writing via certified mail, return receipt requested, or hand delivery within the applicable statute of limitations period. This demand for arbitration must include (1) the name and address of the party seeking arbitration, (2) a statement of the legal and factual basis of the claim, and (3) a description of the remedy sought and (4) the amount in controversy. Any demand for arbitration by CONTRACTOR must be delivered to the counsel who represented PEPSA in the informal resolution process, or if there was no such counsel, then to address to us at 52, Adeoya Street, Akobo, Ibadan, Oyo State.
  4. CONTRACTOR agrees and acknowledges that entering into this Mutual Arbitration Provision does not change CONTRACTOR’s status as an independent contractor in fact and in law, that CONTRACTOR is not an employee of PEPSA or its customers and that any disputes in this regard shall be subject to arbitration as provided in this agreement

XII. LITIGATION CLASS ACTION WAIVER

  1. To the extent allowed by applicable law, separate and apart from the Mutual Arbitration Provision found in Section XI, CONTRACTOR agrees that any proceeding to litigate in court any dispute arising out of or relating to this Agreement, whether because CONTRACTOR opted out of the Mutual Arbitration Provision or any other reason, will be conducted solely on an individual basis, and CONTRACTOR agrees not to seek to have any controversy, claim or dispute heard as a class action, a representative action, a collective action, a private attorney-general action, or in any proceeding in which CONTRACTOR acts or proposes to act in a representative capacity (“Litigation Class Action Waiver”). CONTRACTOR further agrees that no proceeding will be joined, consolidated, or combined with another proceeding, without the prior written consent of all parties to any such proceeding. If a court of competent jurisdiction determines that all or part of this Litigation Class Action Waiver is unenforceable, unconscionable, void or voidable, the remainder of this Agreement shall remain in full force and effect.

XIII. PROPRIETARY RIGHTS AND LICENSES

  1. All copyright, database rights, trademarks (whether registered or unregistered), design rights (whether registered or unregistered), patent applications, patents, and other intellectual property rights of any nature in the PEPSA platform together with the underlying software code and any and all rights in, or derived from the PEPSA platform are proprietary and owned either directly by PEPSA or by PEPSA’s licensors and are protected by applicable intellectual property and other laws. CONTRACTOR agrees that they will not use such proprietary information, materials, or intellectual property rights in any way whatsoever except for by use of the PEPSA platform to perform the Contracted Service in compliance with the terms of this Agreement. No portion of the PEPSA platform may be reproduced in any form or by any means, except as expressly permitted in the terms of this Agreement. CONTRACTOR agrees not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the PEPSA platform or any intellectual property rights therein in any manner, and CONTRACTOR shall not exploit the PEPSA platform or any intellectual property rights therein in any unauthorized way whatsoever.
  2. PEPSA hereby grants CONTRACTOR a non-exclusive, non-transferable, non-sublicensable, revocable license to use the PEPSA platform solely for their lawful use to perform the Contracted Services in accordance with these terms of this Agreement. PEPSA retains all rights, title, and interest in and to the PEPSA platform and its other intellectual property rights therein. Any such license shall terminate upon termination of this Agreement. 
  3. CONTRACTOR acknowledges and agrees that any questions, comments, suggestions, ideas, feedback or other information (“Submissions”) provided by CONTRACTOR to PEPSA regarding the PEPSA platform are provided freely and shall become the sole property of PEPSA. PEPSA shall own exclusive rights of such Submissions, including all intellectual property rights therein, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to CONTRACTOR.

 XIV. TERMINATION OF AGREEMENT

  1. CONTRACTOR may terminate this Agreement upon seven (7) days written notice. PEPSA may terminate this Agreement and deactivate CONTRACTOR’S Dispatcher account only for the reasons deemed fit by PEPSA. For all any other provision in this Agreement, PEPSA reserves the right to modify the Deactivation Policy if, in PEPSA’s good faith and reasonable discretion, it is necessary to do so for the safe and/or effective operation of the PEPSA platform. PEPSA shall provide reason for any account deactivation by via e-mail.
  2. CONTRACTOR’s and PEPSA’s obligations and rights arising under the Mutual Arbitration Provision of this Agreement shall survive termination of this Agreement. Notwithstanding any other provision in this Agreement, the Deactivation Policy is subject to change; such changes shall be effective and binding on the parties upon PEPSA’S provision of notice to CONTRACTOR via e-mail.
  1. MODIFICATION
  1. PEPSA may modify this Agreement at any time. When PEPSA makes material changes to this Agreement, it will post the revised Agreement on the PEPSA Platform and update the “Last Updated” date at the top of the Agreement. PEPSA will also provide CONTRACTOR with notice of any material changes before the date the revised Agreement becomes effective. If CONTRACTOR disagrees with the revised Agreement, CONTRACTOR may terminate the Agreement immediately as provided herein. If CONTRACTOR does not terminate the Agreement before the date the revised Agreement becomes effective, CONTRACTOR’s continued access to or use of the PEPSA platform will constitute acceptance of the revised Agreement.  PEPSA may modify information on any website hyperlinked from this Agreement from time to time, and such modifications shall be effective upon posting.  Continued use of the PEPSA platform after any such changes shall constitute CONTRACTOR’s consent to such changes. 

 XVI. ENTIRE AGREEMENT, TRANSFERABILITY, AND WAIVER

  1. This Agreement shall constitute the entire agreement and understanding between the parties with respect to the subject matter of this Agreement and shall not be modified, altered, changed or amended in any respect, unless in writing and signed by both parties. Before accepting any modifications, alterations, changes or amendments, CONTRACTOR shall have the right to discuss any proposed changes with PEPSA and consider whether to continue their contractual relationship with PEPSA. This Agreement supersedes any prior contract between the parties. To the extent PEPSA’s consumer facing Terms and Conditions Agreement (or updated consumer facing Terms and Conditions Agreement, if applicable) is inconsistent or conflicts with this Agreement, this Agreement controls. However, the decision to opt-out of the Mutual Arbitration Provision in this Agreement does not affect the enforceability of any arbitration agreement in the consumer facing Terms and Conditions Agreement to which Contractor may be bound (and vice versa). This Agreement may not be assigned by either party without written consent of the other and shall be binding upon the parties hereto, including their heirs and successors, provided, however, that PEPSA may assign its rights and obligations under this Agreement to an affiliate of PEPSA or any successor(s) to its business and/or purchaser of substantially all of its stock or assets. References in this Agreement to PEPSA shall be deemed to include such successor(s).
  2. The failure of PEPSA or CONTRACTOR in any instance to insist upon a strict performance of the terms of this Agreement or to exercise any option herein, shall not be construed as a waiver or relinquishment of such term or option and such term or option shall continue in full force and effect.

XVII. MISCELLANEOUS

  1. CAPTIONS: Captions appearing in this Agreement are for convenience only and do not in any way limit, amplify, modify, or otherwise affect the terms and provisions of this Agreement.
  2. SEVERABILITY Clause: Except as specifically provided in Section XI, if any part of this Agreement is declared unlawful or unenforceable, the remainder of this Agreement shall remain in full force and effect.
  3. GOVERNING LAW: Except for the Mutual Arbitration Provision above, which is governed by the Federal Arbitration Act, the choice of law for interpretation of this Agreement, and the right of the parties hereunder, as well as substantive interpretation of claims asserted pursuant to Section XI, shall be the rules of law of the state in which CONTRACTOR performs the majority of the services covered by this Agreement.
  4. NOTICE AND OPPORTUNITY TO CURE: CONTRACTOR agrees to notify PEPSA in writing at https://www.support.pepsa.co of any breach or perceived breach of this Agreement, of any claim arising out of or related to this Agreement, or of any claim that CONTRACTOR’s services or scope of work differ in any way from what is contemplated in this Agreement, including but not limited to the terms in Sections II (Contractor’s Operations) and III (Contracted Services), or if the relationship of the parties differs from the terms contemplated in Section IV (Relationship of Parties). 
  5. MAPS: As a CONTRACTOR, while using the PEPSA Dispatch application CONTRACTOR may be able to use Google Maps in-app navigation services while performing Contracted Services.  If CONTRACTOR does so, CONTRACTOR agree that Google may collect CONTRACTOR’s location data when the Dispatcher App is running in order to provide and improve Google’s services, that such data may also be shared with PEPSA in order to improve its operations, and that Google’s terms and privacy policy will apply to this usage.  CONTRACTOR can also use any other navigation app outside the PEPSA Dispatch App or none at all.