Please read the below terms and conditions (the “Terms”) carefully as they (together with the documents referred to) apply to your role as a Midrive instructor, your use of Midrive, the Midrive mobile device and the services made available via Midrive.
1.1 Your engagement with us as a Midrive instructor will start on the date you accept these Terms (as set out above) until terminated by either of us in accordance with paragraph 10 below (your “Engagement”).
1.2 As a registered Midrive instructor you warrant, represent and guarantee that, throughout your involvement with Midrive, you will maintain in full force and effect:
1.2.1 your registration:
(i) with the Approved Driving Instructor (“ADI”) Register; or
(ii) your trainee’s “licence to give instruction” issued by the ADI Registrar; and
1.2.2 all other appropriate licences, permits, approvals and consents required to provide driving instruction to learner drivers in the United Kingdom, and you agree to promptly provide to us, on request, copies of any and all certificates, registration documents and any other evidence as to your compliance with the same.
1.3 We reserve the right, at any time, to carry out vetting procedures during your Engagement, including, without limitation, verification of identity checks (including passport and driving licence checks), right to work checks, registration and qualification checks, hourly rate cards, employment history and reference checks and criminal record checks.
1.4 If we reasonably believe, at any time, that you have failed to comply with the provisions set out in paragraph 1.2 we may suspend or terminate your Engagement under paragraph 10.2 below.
2.1 Throughout your Engagement, you warrant, undertake and agree:
2.1.1 to provide us with any information we may require in connection with your Engagement. If you do not provide us with the relevant information we may have to suspend your Engagement until we receive it;
2.1.2 to provide us with any updates to your hourly rate for driving lesson tuition (the “Lesson Fee”). Please note, we are not responsible for, and shall not accept any liability in connection with, any mispricing of the lesson fee as a result of your error;
2.1.3 to only match with a Midrive learner through the Midrive app if the location and availability of Midrive learner, displayed in the Midrive Instructor app means that you would be able to organise the Midrive learner’s first lesson within 4 weeks and will have atleast 2 hours, at a minimum, per week available for that specific Midrive learner unless otherwise discussed and agreed with the Midrive learner.
2.1.4 to cooperate with us in all matters relating to Midrive and your Engagement;
2.1.5 to respond promptly to (and in any event within 6 hours of) any and all Midrive enquiries and communications (whether from us or any Midrive learner) by email, via the Midrive app, and/or by phone / SMS;
2.1.6 to comply with the ADI code of practice, as published by the Driver and Vehicle Standards Agency (as amended and updated from time to time);
2.1.7 to use the “Midrive Curriculum” (which comprises of 24 modules, with each module having a progression scale of 1 – 5), as made available via the Midrive app, when providing driving lessons to Midrive learners;
2.1.8 to the extent you use (or provide to any Midrive learner) any materials, guidance, instructions and/or other learning aids, such materials will comply with all standards and requirements for driving instruction to learner drivers in the United Kingdom;
2.1.9 to provide informative, constructive and detailed feedback, using the Midrive app, on each Midrive learner within 24 hours of conclusion of their driving lesson in respect of:
(i) their progression on the Midrive Curriculum; and
(ii) any other details or information you, in your professional opinion, feel would be useful to the learner in improving their driving abilities;
2.1.10 that all information and details you provide to us are true and accurate when given and will be kept uptodate in all respects and at all times. You can update or correct your details at any time via the Midrive app;
2.1.12 if applicable, to ensure any miDrive learner who you teach under your Engagement is aware of and accepts (before any driving lesson commences) any policies, rules, regulations and/or terms and conditions which govern your driving lessons with them;
2.1.13 to refrain from doing anything which we reasonably believe to be disreputable or capable of damaging our reputation;
2.1.14 to comply with all applicable laws and be responsible for the proper provision of your driving tuition to miDrive learners (including without limitation, following safety laws in relation to the use of mobile devices whilst driving);
2.1.15 to comply with paragraph 2.2 below in connection with the use of your vehicle whilst providing driving lessons to miDrive learners;
2.1.16 to comply with paragraphs 2.3 to 2.9 (inclusive) below in connection with your use of the miDrive mobile device.
2.2 Throughout your Engagement, you warrant, undertake and agree:
2.2.1 to own or have the legal right to operate the vehicle you use for driving instruction;
2.2.2 that such vehicle is not more than 6 years old, is dual controlled and meets all relevant safety standards;
2.2.3 that you have valid and adequate comprehensive “driving instructor insurance” in place and you agree to provide to us, promptly on request, copies of corresponding insurance certificates;
2.2.4 that you understand that your safety and the safety of others through the safe control of the vehicle you are driving is paramount, and you will:
(i) only use a mobile device when it is legal and safe to do so in accordance with all relevant traffic and highway laws, rules, codes and regulations; and
(ii) ensure that any use of a mobile device only occurs when your vehicle is stationary, with the engine switched off and parked in a safe place and will not use any handheld device in contravention of the law or the highway code or other official safety recommendations.
2.3.1 As part of being a Midrive instructor, you may have received a Midrive mobile device, with the Midrive app pre-installed on it. You must have the Midrive mobile device charged and switched on during the course of every driving lesson with Midrive learners.
2.3.2 The Midrive mobile device shall at all times remain our property, and you shall have no right, title or interest in or to the Midrive mobile device (save the right to possession and use of the Midrive mobile device subject to these Terms). For the avoidance of doubt, you acknowledge and agree that the Midrive mobile device is lent, not sold, to you.
2.3.3 Where you have been provided with a Midrive mobile device, you shall, for the duration of your Engagement:
2.3.4 ensure the Midrive mobile device is kept safe, secure and in good condition;
2.3.5 ensure the Midrive mobile device is used only for the purposes set out in these Terms;
2.3.5 make no alteration to the Midrive mobile device;
2.3.6 not part with control of (including for the purposes of repair or maintenance), sell or offer for sale, or lend the Midrive mobile device to anyone or allow the creation of any charge, lien or other security interest in respect of it;
2.3.7 not use the Midrive mobile device for any unlawful purpose; and
2.3.8 not do or permit to be done anything which could invalidate the insurance referred to in paragraph 2.6.
2.3.9 Subject to your compliance with these Terms, we will arrange for payment of all costs associated with the Midrive mobile device, including any data, call and text charges. We will also maintain appropriate insurance cover in respect of the Midrive mobile device for the term of your Engagement.
2.3.9 You are only permitted to use the Midrive mobile device in connection with your Engagement i.e. during driving lessons with Midrive learners and/or taking steps to comply with your obligations under these Terms. If we believe you are abusing the Midrive mobile device you will be required to return it to us and we reserve the right to retain the Deposit.
2.3.10 Should you encounter any difficulties with the Midrive mobile device please contact us immediately at [email protected] and we will endeavour to resolve the issue or send you a replacement Midrive mobile device.
2.3.11 In order to ensure you comply with the terms and conditions on which we lend the Midrive mobile device to you we will withhold payment of your first two driving lessons booked through Midrive with Midrive learners (the “Deposit”). At the end of your Engagement (or as otherwise requested by us at any time during your Engagement and for any reason) you will be asked to return the Midrive mobile device to us (together with any charger(s), hands free kit(s) and any other equipment supplied with it). If we are satisfied that the Midrive mobile device (and accompanying equipment) is in good condition (fair wear and tear only excepted) we will arrange for payment of the Deposit to you. If we are not satisfied, at our sole discretion (acting reasonably), we will retain the Deposit.
2.4.1 In order to track your driving lessons with Midrive learners we make use of location data sent from the Midrive mobile device. You hereby consent to our transmission, collection, maintenance, processing and use of your location data and queries to provide and improve locationbased and road trafficbased products and services. We also use this location tracking data to establish routes you have taken in driving lessons and to provide Midrive learners with feedback on their lessons. You are not permitted to disable this location tracking data at any time during a driving lesson with a Midrive learner; it should remain on from the start of every driving lesson to the end of every driving lesson (even where the vehicle is stationary).
2.4.2 You also agree that we may collect and use technical information about the Midrive mobile device, system and related software, hardware and peripherals, gathered from time to time, to facilitate the provision of software updates, product support and to provide (and improve) Midrive.
3.1 You acknowledge and agree:
3.1.1 that you are responsible for maintaining the confidentiality of all login details associated with your Midrive account and shall take all reasonable steps to keep this information confidential. If you know of, or suspect that anyone other than you knows your login details, or has used your Midrive account without your consent, please promptly notify us at [email protected];
3.1.2 that you will not, nor allow any third party to: (i) make copies, duplicate, modify, create derivative works from or distribute all or any portion of Midrive; (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to humanperceivable form all or any part of Midrive; (iii) make alterations to, or modifications of, the whole or any part of Midrive, or permit Midrive to be combined with, or become incorporated in any other programs; or (iv) access, use or copy all or any part of Midrive in order to build a product or service which competes with Midrive.
3.1.3 that you will not use Midrive: (i) in any unlawful manner or for any unlawful purpose or in any manner inconsistent with these Terms or fraudulently or maliciously; (ii) in any way that interrupts, impairs or renders Midrive less efficient; (iii) to transfer files that contain viruses, trojans or other harmful programs; (iv) to access or attempt to access the accounts of other users or to penetrate or attempt to penetrate any security measures; (v) to infringe our intellectual property rights or any other rights or those of any third party; or (vi) to advertise or promote third party or your own products or services (other than your driving instruction in the normal course of the use of Midrive);
3.1.4 From time to time updates to the Midrive app may be issued through Apple’s AppStore and/or Google’s PlayStore. Depending on the update, you may not be able to use the Midrive app until you have downloaded the latest version of the Midrive app and accepted any new terms
3.1.5 We do not guarantee that Midrive or the Midrive mobile device will always be secure or free from bugs or viruses. You must install any updates to virus protection software available on the Midrive mobile device immediately on becoming aware of them. If you have any concerns over viruses or errors within Midrive or the Midrive mobile device, please contact us at [email protected]
3.2.1 Whenever you make use of a feature on Midrive that allows you to input or upload content (whether relating to your Midrive instructor profile, any Midrive learner or otherwise) (collectively “Contributions”), you acknowledge and agree that any and all Contributions are accurate (where they state facts), are genuinely held (where they state opinions) and comply with applicable law in the United Kingdom and in any country from which they are posted.
3.2.2 Contributions must not: contain any material which is defamatory of any person; contain any material which is obscene, offensive, hateful or inflammatory; promote sexually explicit material; promote violence; promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; infringe any copyright, database right or trade mark (or other intellectual property rights) of any other person; be likely to deceive any person; be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence; promote any illegal activity; be threatening, abusive or an invasion of another’s privacy, or cause annoyance, inconvenience or needless anxiety; be likely to harass, upset, embarrass, alarm or annoy any other person; be used to impersonate any person, or to misrepresent your identity or affiliation with any person; give the impression that they emanate from us, if this is not the case; or advocate, promote or assist any unlawful act. Information we provide
3.2.3 You acknowledge and agree that we have limited control over the nature and content of information and chat transmitted or received through Midrive. Although we reserve the right to do so, we do not monitor content in advance of publication on Midrive. As such we will not be liable for any such content. We may, at our sole discretion, remove or decline to publish any content, including user generated content, on Midrive.
3.2.4 Content submitted by users for publication on Midrive does not necessarily reflect our views and publishing content does not warrant its validity, reliability, accuracy, legality or it being uptodate. Availability
3.3 We will use reasonable efforts to make Midrive available at all times, however you acknowledge that Midrive is made available over the internet and through mobile networks, the quality and availability of which may be outside of our control.
3.4 We do not make any commitment that Midrive or any content on it will always be available uninterrupted or error free and we cannot accept any responsibility whatsoever if for any reason Midrive and/or any content on it are unavailable at any time or for any period.
3.5 We reserve the right to suspend your access to Midrive at any time and without notice, and to remove Midrive as a whole or in sections, in the case of system failure, maintenance or repair, for reasons beyond our reasonable control or for any other reason.
3.6 We acknowledge that you will not be in breach of these Terms to the extent you are unable to comply with any of your obligations as a direct result of Midrive and/or the Midrive mobile device being unavailable (save where such unavailability is caused by you (directly or indirectly)).
3.7.1 You acknowledge that all intellectual property rights in Midrive (including but not limited to text, logos, design, layout, multimedia content, photos and graphics) and the services available via Midrive, anywhere in the world, belong to us (or our licensors), that rights in Midrive are licensed (not sold) to you, and that you have no rights in, or to, Midrive other than the right to use it in accordance with these Terms.
4.1 When any Midrive learner wishes to book a driving lesson package through Midrive they will submit a booking request to us, via Midrive.com or the Midrive app, setting out their availability and preferred times for driving lessons. Midrive Instructors can see this information through the Midrive Instructor app in the ‘New learners’ list if the Midrive learner is in the coverage region provided by Midrive Instructor to Midrive.
4.2 Midrive has full discretion whether or not we notify Midrive Instructors when learners book in their area, for reasons such as high hourly rates, or poor previous learner reviews.
4.3 Midrive Instructors then have the ability to ‘accept’ a Midrive learner. The requirements regarding the process after this are laid out in clause 2.1.3.
5.1 In consideration of you complying with these Terms and providing driving lessons to Midrive learners, we will pay your normal rates less a flat commision fee to your bank account nominated in accordance with paragraph 5.11 below.
5.2 You acknowledge and accept that we will not make any payment to you until we are in receipt of the requisite cleared funds from the applicable Midrive learner and a first lesson has been arranged.
5.3 We will endeavour to make payment to you for the first 1 or 2 hour lesson prior to the lesson commencing, but you acknowledge this may not always be possible and is not a valid reason for not completing a first lesson.
5.4 When learners have purchases a block of 5, 10, 20, 30 or 40 hours, we will pay you for the lessons in installments as the lessons progress.
5.5 Unless otherwise agreed between us in writing all payments made to you in connection with your Engagement will be in Pounds Sterling.
5.6 When a payment is made to you we will update the transaction history in your Midrive account on the Midrive app and send you an email confirming payment has been made.
5.7 We may refuse to make any payment to you if we have reasonable grounds to suspect fraud, a breach of these Terms by you or a violation of law. If we refuse to make a payment, you will be notified, unless it is unlawful for us to do so, or would compromise reasonable security measures.
B You are not permitted to accept payment directly from any Midrive learner under any circumstances. All payments to you in connection with your Engagement will be in accordance with the procedure set out in these Terms.
5.9 It is your responsibility to review any payments owed to you and insure they are accurate and up to date. Any disputes about monies owed to you for a lesson, must be shared with us in writing no later than 3 months from the date the lesson occurred. After this time, any monies not claimed will be forfeited. Please email us at [email protected] if you believe any payment is incorrect or has not been received.
5.10 We may, at any time, without limiting our other rights and remedies, set off any amount owing to us by you against any amount payable by us to you.
5.11 On registering as a Midrive instructor you will have been asked to provide your bank details in order for us to pay you for driving lessons undertaken by Midrive learners. You must provide current, complete and accurate payment information and keep it updated at all times. Please email us at[email protected] if you believe any payment information we hold about you is incorrect.
5.12 If we become aware that the information you have provided is incorrect or incomplete, we reserve the right not to pay any monies to you until such time as we are satisfied that you have provided complete and accurate information. We are not responsible for any monies which have been paid into a bank account other than your own as a result of any incomplete or incorrect information you have provided to us.
6.1 If, for any reason, you have to cancel a lesson with a Midrive learner you must provide us with as much notice as possible via Midrive and/or by email to [email protected]. If the cancelled lesson is not rescheduled within 7 days of your notification to us we will, at our option: (i) take steps to recover the applicable Lesson Fee from you; or (ii) deduct the applicable Lesson Fee from your next payment.
6.2 If a Midrive learner cancels a driving lesson with you, for any reason, we will aim to notify you as soon as possible via the Midrive app and/or to your registered email address. If we notify you more than 24 hours before the lesson is due to start we will deduct the applicable Lesson Fee from your next payment. If we notify you 24 hours or less before the lesson is due to start you are entitled to retain the applicable Lesson Fee already paid to you.
6.3 If a Midrive learner requests a refund from us in connection with a driving lesson and the reason for that request is directly attributable to your act(s) or omission(s) (whether through tardiness, unprofessionalism or otherwise) we will notify you as soon as possible via miDrive and/or to your registered email address. In such circumstances we reserve the right to deduct the applicable Lesson Fee from your next payment.
7.1 You agree to indemnify and keep us indemnified against all losses and/or liabilities suffered by us as a result of the provision by you of driving instruction services (in your role as a miDrive instructor), in connection with your Engagement or otherwise as a result of your breach of these Terms.
8.1 You acknowledge that nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between you and us, constitute any party the agent of the other, or authorise any party to make or enter into any commitments for or on behalf of the other.
8.2 The relationship between you and us will be that of independent contractor and nothing in these Terms shall render you an employee, worker, agent or partner of miDrive Limited and you shall not hold yourself out as such.
8.3 Your Engagement constitutes a contract for the provision of services and not a contract of employment and accordingly you shall be fully responsible for and shall indemnify us for and in respect of:
8.3.1 any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with your Engagement, where the recovery is not prohibited by law. You shall further indemnify us against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by us in connection with or in consequence of any such liability, deduction, contribution, assessment or claim; and 8.3.2 any liability arising from any employment related claim or any claim based on worker status (including reasonable costs and expenses) brought by you against us arising out of or in connection with your Engagement.
9.1 “Confidential Information” refers to any data or information relating to our business which would reasonably be considered to be proprietary and/or confidential to us (whether communicated orally or in writing), including without limitation, accounting records, business processes and customer records.
9.2 You agree not to disclose, divulge, reveal, report or otherwise use, for any purpose whatsoever, any Confidential Information which you have obtained during the course of your Engagement, except as authorised by us in writing or in order to perform your obligations under these Terms.
9.3 The obligations of confidentiality under this paragraph will not apply to information which: (i) comes into the public domain other than by way of a breach of these Terms; or (ii) is required to be disclosed by law, by any court of competent jurisdiction.
9.4 We reserve all rights in our Confidential Information.
10.1 Either of us may terminate your Engagement at any time by giving to the other 14 days' written notice.
10.2 We reserve the right to suspend, restrict or terminate your Engagement, without notice, if 10.2.1 for any reason we are dissatisfied with the service provided by you; 10.2.2 we have reasonable grounds to believe you have breached any of these Terms (including, but not limited to, ceasing to be a qualified driving instructor); 10.2.3 if bankruptcy proceedings are brought against you; or 10.2.4 if you do not pay a court judgment on time. This shall not limit our right to take any other action against you that we consider appropriate to defend our rights or those of any other person.
10.3 Upon any termination of your Engagement for any reason: 10.3.1 the rights and licences granted to you herein shall terminate with immediate effect; 10.3.2 you must immediately (i) cease all use of Midrive (and we will disable your Midrive account); (ii) return the Midrive mobile device to us (along with all accompanying equipment) at Ashford Road, Newingreen, Hythe, Kent, CT21 4JF; and (iii) return to us any of our property, documentation, records and/or Confidential Information in your possession.
10.4 In the event we terminate your Engagement for convenience under paragraph 10.1, you agree to complete any driving lessons which have been booked up to and including the date of termination (whether or not those lessons fall before or after the termination date). We will, subject to continued compliance with these Terms, continue to pay the applicable Lesson Fee(s) in accordance with paragraph 5 above.
11.1 Nothing in these Terms shall limit or exclude our liability for:
11.1.1 death or personal injury caused by our negligence or the negligence of our employees or agents; 11.1.2 fraudulent misrepresentation by us or our employees or agents; or 11.1.3 any matter in respect of which it would be unlawful to exclude or restrict liability.
11.2 Subject to paragraph 11.1, the only liability we may have to you in relation to a driving lesson will be to the extent that we make any errors or provide inaccurate information concerning the driving lesson as set out in the lesson booking confirmation, provided the error or inaccuracy was entirely our mistake and not the mistake of the miDrive learner.
11.3 Subject to paragraphs 11.1 and 11.2:
11.3.1 we shall under no circumstances whatsoever be liable for any injury, loss, claim, damages, or any exemplary, punitive, direct, indirect, incidental or consequential damages of any kind (including but not limited to lost savings) whether based in contract, tort, strict liability, or otherwise, in connection with these Terms; and 11.3.2 our total liability to you in respect of all other losses arising under or in connection with these Terms whether in contract, tort (including negligence), breach of statutory duty, or otherwise shall in no circumstances exceed £1,000.
11.4 All warranties, expressed or implied whether by statute, common law or otherwise are excluded to the fullest extent permitted by law.
11.5 YOU ACKNOWLEDGE AND ACCEPT THAT WE PROVIDE A PLATFORM TO INTRODUCE LEARNER DRIVERS AND DRIVING INSTRUCTORS, TO BOOK DRIVING LESSONS FOR MIDRIVE LEARNERS AND TO FACILITATE PAYMENT FOR SUCH DRIVING LESSONS TO MIDRIVE INSTRUCTORS. AS SUCH WE ARE NOT RESPONSIBLE FOR THE BEHAVIOUR, ACTS OR OMISSIONS OF YOU, ANY MIDRIVE LEARNER WHO YOU MAY TEACH (THROUGH MIDRIVE OR OTHERWISE) OR THE ACTS OR OMISSIONS OF ANY THIRD PARTY YOU MAY ENCOUNTER WHEN PROVIDING A MIDRIVE LEARNER WITH DRIVING LESSONS OR OTHERWISE IN CONNECTION WITH YOUR ENGAGEMENT.
12.1 Any notice required to be given pursuant to these Terms shall be in writing and shall be given by delivering the notice by hand, or by sending the same by email or recorded postal mail to the address of the relevant party set out below or such other address as either of us notifies to the other from time to time. Any notice given according to the above procedure shall be deemed to have been given at the time of delivery (if delivered by hand) and when received (if sent by email or postal mail).
The address/email address for service of notice to us is as follows:
12.2.1 Ashford Road, Newingreen, Hythe, Kent, CT21 4JF for the attention of Asher Ismail; and 12.2.2 [email protected].
12.3 The address/email address for service of notice to you is as set out in your miDrive account (which shall be the address/email address you provided to us on registration as miDrive instructor, as amended by you from time to time in accordance with these Terms).
13.1 These Terms are personal to you and you may not assign, transfer or deal in any other manner with any or all of your rights or obligations under them to any third party or agent.
13.2 “Force Majeure” means an event or sequence of events beyond our reasonable control preventing or delaying us from performing our obligations. We will not be liable if delayed in or prevented from performing our obligations under these Terms due to Force Majeure.
13.3 A waiver of any right under these Terms or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
13.4 If any provision or partprovision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or partprovision shall be deemed deleted. Any modification to or deletion of a provision or partprovision under this paragraph shall not affect the validity and enforceability of the rest of the Terms.
13.5 These Terms supersede all prior agreements, arrangements and undertakings between us and constitutes the entire agreement between us relating to their subject matter. You confirm that you have not entered into these Terms on the basis of any representation that is not expressly incorporated into these Terms.
13.6 These Terms are not intended to give rights to anyone except you and us. The rights of any third parties are specifically excluded.
13.7 We are constantly looking for ways to improve and expand Midrive, therefore we may amend these Terms from time to time in order to reflect changes to Midrive. Any such changes will take effect when posted on Midrive and it is your responsibility to read the Terms on each occasion you use Midrive. Your continued use of Midrive shall signify your acceptance of the latest Terms. No other variations to these Terms will be binding unless in writing and signed by an authorised representative of Midrive and you.
13.8 Although we will do our best to resolve any disputes over these Terms, they shall be governed by and construed in accordance with English law and subject to the exclusive jurisdiction of the English Courts.