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EN
This agreement outlines the terms and conditions ("Terms") for using MAX Mobility Limited’s (hereinafter referred to as “MAX” or “We” or “Our”) platform to rent a vehicle for the authorised purpose. MAX is a subscription platform designed to empower you with access to various types of two (2) wheeler, three (3) wheeler and four (4) wheeler vehicles as applicable (the “Vehicles”) on a rental basis.
By registering, being verified, undergoing training and being onboarded on our platform, you acknowledge and understand that the Vehicle assigned to you is on a “Rental basis”. By accepting, taking possession, using or retaining possession of our Vehicle you are further re-confirming your acceptance of the Terms.
It is hereby agreed as follows:
Authorized Purpose shall mean the use of the vehicle to provide authorised services with the class of Vehicle within the specified region.
Champion’s Rulebook shall mean the rulebook and any subsequent amendment thereto which stipulates other terms and regulations on the usage of the Vehicle and forms part of this Agreement.
MAX Mechanic shall mean the technician, electrician, vehicle repair workshop approved by MAX for the servicing, repair and maintenance of the Vehicle from time to time.
MAX Welfare Team shall mean any member of MAX staff assigned to the Lessee on the day of execution of this Agreement or such other time as MAX shall decide, for the purpose of providing welfare support to the Lessee during the Lease Period.
Onboarding Fee shall mean the non-refundable fee paid by the Lessee in accordance with the terms of this Agreement as onboarding and guarantor verification fee.
Payment Default means the Lessee failing or omitting to pay the Rent on the Payment Date.
Rent means the sum payable daily on or before 5pm.
i. Clauses shall be referred to by their number;
ii. Words importing any one gender shall include the other two genders;
iii. The singular shall include the plural and vice versa;
iv. A reference to a natural person shall include created entities (incorporated or unincorporated) and vice versa;
v. If any provision in a definition is a substantive provision conferring rights or imposing obligations on any Party, effect shall be given to it as if it were a substantive provision in the body of this Agreement, notwithstanding that it is only in the definition clause;
vi. When any number of calendar days is prescribed in this Agreement, that number of days shall be reckoned exclusively of the first and inclusively of the last day;
vii. Expressions or words defined in this Agreement shall bear the same meaning in any Schedules or annexures to this Agreement, which is an integral part of this Agreement;
viii.The headings in this Agreement have been inserted for convenience only and shall not be used for, nor assist or affect its interpretation; and
ix. Words and expressions defined in any sub-clause shall, for the purposes of the clause of which that sub-clause forms part of, bear the meaning assigned to such words and expressions in that sub-clause.
a. You must be at least 18 years old and possess a valid Ghana driver's license for the class of Vehicle you are renting. Save as provided herein, you are responsible for maintaining the vehicle in good working order/condition, including routine maintenance and repairs. You are prohibited from using the vehicle for illegal activities or in violation of traffic laws.
b. This Contract is solely between yourself and MAX, and no rights can be transferred by you to a third party for any reason, including in the event of death or incapacity.
c. Your contract details as outlined in the Contract Summary Form is personal to you.
d. It is understood and agreed that the issuance to you by MAX of a Vehicle is subject to the clear understanding that the Vehicle belongs at all times to MAX, and in the event of your failure to make payment of Rental Fee (as defined below) for a period of two (2) consecutive days and after which you do not return the Vehicle to MAX, it shall be deemed and construed that you have intentionally decided to terminate the rental and unlawfully convert, steal, holdover or otherwise deal with the Vehicle. MAX shall have the authorization to take steps to notify law enforcement authorities that its Vehicle is missing and you (and your Guarantor) shall be criminally liable as stated above.
e. The criminal liability provided herein shall not exempt you from making payments of any overdue Rental Fee or amount lost by MAX during the period of your illegally holding on to the Vehicle including for loss or damage to the Vehicle or any part thereof.
MAX shall let and the Lessee shall take the Vehicle on lease from MAX upon the terms and conditions herein contained.
This Agreement shall commence on the date the Lessee picks up the Vehicle or the Vehicle is delivered to the Lessee and shall last for the agreed number of months or for a shorter term that the Lessee may opt for (“Lease Period”) subject to the provision of earlier termination as provided in this Agreement
i. Payment of Non-Refundable Onboarding Fee.
ii. Satisfy all MAX’s KYC and onboarding exercises.
iii. Provide satisfactory guarantors.
i. MAX shall provide initial routine maintenance service on the Vehicle and it shall be the responsibility of the Lessee to visit MAX or its designated MAX mechanic for this.
ii. The scope of the service shall be communicated to the Lessee and may be varied from time to time.
iii. All repairs and maintenance beyond the scope of services above in clause 5 (a) (i) above shall be borne by the Lessee
MAX shall provide field support to the drivers during their operations.
i. Throughout the Lease Period and until the return of the Vehicle or the Vehicle is purchased by the Lessee, whichever is earlier, MAX shall provide 3rd Party insurance over the Vehicle.
ii. Throughout the Lease Period and until the return of the Vehicle or the Vehicle is purchased by the Lessee, whichever is earlier, MAX shall provide health insurance coverage for the Lessee, subject to eligibility conditions set out by MAX.
a) The Vehicle shall at all times during the Lease Period remain the property of MAX and the underlying capital providers.
b) During the term of the Lease Period, MAX shall be entitled to use the Vehicle for any purpose whatsoever, and install whatever device or equipment that may be required for its business provided any such usage or installation does not interfere with the Lessee’s use of the Vehicle for Authorized Purpose.
c) MAX in accordance with this Agreement, may introduce, mandate or deploy additional processes, measures and requirements on the Lessee to assure the payment of the Rent and any other obligation due from the Lessee to MAX under this Agreement.
i. punctually pay the Rent in accordance with this Agreement.
ii. maintain the Vehicle (at his own expense and without effect on his obligation to pay Rent hereunder) in good and serviceable repair and conditions (fair wear and tear excepted) and replace all missing damaged or broken parts with parts of equal quality and value and keep the Vehicle free from distress, execution or any other legal process.
iii. deliver the Vehicle to MAX for periodic maintenance after a mileage specified by MAX.
iv. provide the Vehicle for inspection upon 24 hours’ notice by MAX.
v. not permit the Vehicle to be used or handled by third parties without the consent of MAX or to be used for any purpose for which the Vehicle is not designed or reasonably suitable.
vi. not permit any technician or person other than those designated by MAX to repair or service the Vehicle or any part thereof.
vii. not without MAX’s written consent, make any alterations, additions or improvements to the Vehicle. All engineering modifications and improvements that are required for the maintenance and the operation of the Vehicle shall belong to and become the property of MAX upon the expiration or earlier termination of this Agreement unless otherwise agreed.
viii. not hold himself out as the owner of the Vehicle or sell, offer for sale, assign, pledge, charge or otherwise encumber the Vehicle or any part thereof, or create or permit to exist any lien on the Vehicle or any part thereof.
ix. be fully liable for stolen and damaged parts of the Vehicle, as well as for loss/theft of the Vehicle.
x. be liable for the cost of refurbishing the Vehicle in the event that the Lessee has not complied with the maintenance obligation and schedule.
xi. be liable for any fines, cost, penalty imposed on the Vehicle for any reason.
xii. comply with the Champion Rule Book and other requirements.
xiii. use the Vehicle in compliance with all laws and regulations governing the use of vehicles in Ghana.
xiv. use the Vehicle only for the Authorized Purpose.
xv. maintain the Vehicle (at his own expense and without effect on his obligation to pay the subscription fees hereunder) in good and serviceable repair and conditions (fair wear and tear excepted) and replace all missing damaged or broken parts with parts of equal quality and value and keep the Vehicle free from distress, execution or any other legal process.
xvi. deliver the Vehicle to MAX for periodic maintenance at the attainment of a mileage specified by MAX.
xvii. provide the Vehicle for inspection upon 24 hours’ notice by MAX.
xviii. not permit the Vehicle to be used or handled by third parties without the consent of MAX or to be used for any purpose for which the Vehicle is not designed for or reasonably suitable.
xix. not permit any technician or person other than those designated by MAX to repair or service the Vehicle or any part thereof.
xx. not without MAX’s written consent, make any alterations, additions or improvements to the Vehicle. All engineering modifications and improvements that are required for the maintenance and the operation of the Vehicle shall belong to and become the property of MAX upon the expiration or earlier termination of this Agreement unless otherwise agreed.
xxi. not hold himself out as the owner of the Vehicle or sell, offer for sale, assign, pledge, charge or otherwise encumber the Vehicle or any part thereof, or create or permit to exist any lien on the Vehicle or any part thereof.
xxii. use the Vehicle in compliance with all laws and regulations governing the use of vehicles in Nigeria.
xxiii. use the Vehicle only for the Authorised Purpose.
xxiv. To operate the Vehicle only between 6am -8pm and in compliance with the mileage limit prescribed by MAX from time to time.
xxv. In the case of two-wheelers, ensure that the Subscriber and passengers use MAX-issued helmets.
xxvi. To use the Vehicle only within the specified city only.
xxvii. to be fully liable for stolen and damaged parts of the Vehicle, as well as for loss/theft of the Vehicle.
xxviii. comply with the Champion Rule Book and other requirements.
xxix. While using the Vehicle, abide by the MAX Policies listed hereunder which shall be communicated to the Subscriber at onboarding including the Non-discrimination/gender policy; Grievance policy; Modern slavery/forced labour/child labour policy; Anti-bribery and corruption policy; and Health and safety policy.
xxx.Deliver the Vehicle to MAX’s location when such notification is received from MAX.
i. MAX maintains and expects strict compliance with its operational guidelines and conditions. Prior to taking possession of the Vehicle, MAX has provided you detailed training on these guidelines and conditions. We expect that you shall at all times comply with same. We do not condone violence or threats against MAX’s staff and agents or on our premises. In the event of any incident involving you, MAX reserves the right to immediately terminate this Agreement, the rental use right for the Vehicle granted under these Terms.
ii. You are required to successfully complete MAX’s comprehension test in respect of the Terms of the Contract and MAX will retain records of these test scores indicating your clear understanding of the provisions of this Contract. MAX may periodically request that you undertake such additional tests and procedures in relation to the Contract, health and safety and other matters connected with your rental of the Vehicle.
a. reported accidents provided that the incident has been confirmed by the MAX and the Vehicle approved for repair by a MAX Mechanic
b. inactivity due to the ill health of the Lessee provided that the Lessee obtains approval from the MAX Welfare Team after informing and providing evidence of ill health to the MAX Welfare Team;
c. where the Vehicle has been impounded due to no fault of the Lessee, and the inactivity has made it impossible for the Driver to generate revenue with the Vehicle, provided that where the seizure is as a result of the Lessee’s fault, the Rent payment shall not be suspended
d. The suspension period shall in no case exceed a cumulative period of 24 days during the duration of the lease.
e. The period wherein the Lessee is relieved from paying Rent as a result of the events listed above shall not relieve the Lessee from the obligation; rather, the inactive period shall be added to the Lease Period.
i. the Lessee fails to pay the Rent as at when due;
ii. failure to provide the Vehicle for scheduled maintenance with MAX Mechanic
iii. failure to adhere to an instruction or directive from MAX to deliver the Vehicle to a specified location in accordance with this Agreement.
iv. operating the Vehicle outside the designated city/ state or location without MAX’s consent.
v. using the Vehicle for any illegal purpose;
vi. altering the Vehicle in any manner without the consent of MAX;
vii. any material representation made by the Lessee proving to be false;
viii. breach of any of the Lessee’s Covenants in clause 7 (Lessee’s Covenant); and the Vehicle or any part thereof not being in the unencumbered control of the Lessee unless MAX shall have given its prior written consent;
i. recover possession of the Vehicle without further recourse to the Lessee;
ii. terminate this Agreement; and
iii. recover any Rent due but unpaid, a penalty of 5% on any Rent due and any cost incurred for the repossession of the Vehicle from the Lessee, etc.
iv. take steps to recover any outstanding rent(s)
i. recover possession of the Vehicle without further recourse to the Lessee;
ii. terminate this Agreement without notice to the Lessee; and
iii. recover any Rent due but unpaid, a penalty of 5% on any Rent due and any cost incurred for the repossession of the Vehicle from the Lessee, etc.
a. Provided no Event of Default has occurred, the Lessee may on giving 1 week notice in writing to MAX, terminate this Agreement at any time during the Lease Period by returning the Vehicle to MAX on or before the expiry of such notice and paying to MAX all Rent which has fallen due and any other amount owing to MAX at the date of such termination.
b. Upon termination by the Lessee, the Lessee shall pay to MAX all outstanding Rent due from the Lessee, including defaults and any associated cost of recovery and other estimated amounts necessary to rectify any damage to the Vehicle.
a. It is expressly agreed that no condition, warranty or representation of any kind has been or is given by MAX, its employees and agents with respect to the Vehicle. The Lessee acknowledges that he has examined the Vehicle and that it is in good condition.
b. MAX makes no warranty, express or implied, course of dealing, course of performance, usage of trade or otherwise, and expressly excludes and disclaims all warranties and representations of any kind, including any warranties of merchantability and fitness for a particular purpose.
c. The Lessee agrees that MAX shall not be liable for any liability, claim, loss, damage or expenses of any kind or nature caused directly or indirectly by the Vehicle or any part thereof or by any inadequacy thereof for any purpose or any deficiency or default therein. In no event shall MAX be liable for any indirect, special or consequential loss or damages arising from Lessee’s use of the Vehicle, including but not limited to loss of profits and loss of revenue, even if informed of the possibility of such damages.
d. The Lessee agrees to indemnify and hold MAX or its employees, representative and agents harmless from and against all liabilities, actions, claims, damages, expenses costs and demands whatsoever arising directly or indirectly out of this Agreement or the implementation thereof or because of any loss injury or damage suffered by any person from the Vehicle and against any other proceedings or liabilities whatsoever arising directly or indirectly in respect of the Vehicle.
a. MAX shall be entitled to assign or charge this Agreement or any of its rights hereunder.
b. The Lessee shall not assign or charge this Agreement or any of its rights hereunder .
Any notice or other communication to be given hereunder shall be sufficiently served if sent by registered post recorded delivery, text message, phone call, email or delivered by hand to the address of the party concerned as aforementioned in this Agreement or to such other address as may be notified for the purpose.
a. If the Lessee fails to comply with any provision of this Agreement, MAX shall, without being in any way obliged to do so or responsible for so doing and without prejudice to the ability of MAX to treat such non-compliance as an Event of Default effect such compliance on behalf of the Lessee, whereupon the Lessee shall become liable to pay immediately any sums expended by the Lessor together with all costs and expenses (including legal costs) in connection therewith.
b. The Lessee shall be liable to pay all costs and expenses (including legal costs) incurred by MAX in enforcing the provisions of this Agreement or in ascertaining the whereabouts of the Vehicle or in recovering the Vehicle from the Lessee or any other person, firm, authority or company and any cost of repairs or replacement of parts of the Vehicle.
c. No right or remedy conferred upon or reserved by MAX in this Agreement shall be exclusive of any right or remedy herein contained or provided by law, and all such rights and remedies shall be cumulative and shall be exercised as often and, in such order, shall be deemed expedient by MAX and the exercise or beginning of the exercise of any power or remedy shall not be construed to be a waiver of the right to exercise at the same time or thereafter any other power or remedy.
d. No delay, indulgence, or omission in enforcing any of the provisions of this Agreement or the granting of time by MAX to the Lessee shall prejudice affect or restrict the rights and powers of MAX or operate as a waiver of any subsequent breach or any continuing breach thereof.
e. In the event any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, that provision will be enforced to the maximum extent permissible under applicable law, and the other provisions of this Agreement will remain in full force and effect. The Parties further agree that in the event, such provision is an essential part of this Agreement, they will begin negotiations for a suitable replacement provision.
f. This Agreement represents the entire understanding relating to the subject matter hereof and prevails over any prior or contemporaneous, conflicting or additional communications.
g. This Agreement, and any amendment thereof, may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document
h. Nothing herein contained shall be deemed or construed to create a partnership joint venture, agency or employment relationship between the Parties. This Agreement shall operate independently of any agreement entered into between the Lessee and any other third party.
a. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Ghana and the obligations, rights, and remedies of the Parties hereunder shall be determined in accordance with such laws without giving effect to conflict of laws principles thereof.
b. The Parties shall endeavour to resolve any dispute arising out of or connected with the interpretation, or any allegation or actual breach of this Agreement amicably by mutual consultation.
c. Where the Parties are unable to resolve disputes amicably within seven (7) days, the matter shall be subject to litigation at the relevant Court or court assisted mediation.
d. Nothing in these terms and condition shall restrict or limit the right of MAX to retrieve or recover its vehicles from erring or defaulting champions.
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