These terms and conditions of service together with any terms and policies referred to in them (Our Terms) constitute a legally binding agreement between you and Midrive Limited (referred to as “us”, “we”, “our” and “Midrive” as contextually required)
These terms and conditions cover driving instructors using the free Midrive Instructor app with their own private learners “Free App Users” as well as those instructors who have additionally applied to accept Midrive learners “Full Service Users”. Midrive learners are defined as those learners sourced from the Midrive platform.
The first section of the terms entitled “Terms For All Users” are applicable to both “Free App Users” and “Full Service Users”, while the section entitled “Terms For Full Service Users” includes additional terms relevant to “Full Service Users”.
We are a group of people committed to reinventing learner driving and insurance by using tech and data with a fresh attitude, to empower both learners and instructors.
We are also (we have to provide the boring answer!):
Midrive is a platform to help driving instructors and learner drivers get connected, manage their lessons, and find money-saving offers on products such as insurance.
Please read the below terms and conditions (the “Terms”) carefully as they (together with the documents referred to) apply to both Free App Users and Full Service Users, your role as such, your use of Midrive and the services made available via Midrive.
1.1. You acknowledge and agree__:
1.1.1. 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@example.com;
1.1.2. 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 human-perceivable 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.
1.1.3. 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);
1.1.4. From time to time updates to the Midrive Instructor app may be issued through Apple’s App Store and/or Google’s Play Store. Depending on the update, you may not be able to use the Midrive Instructor app until you have downloaded the latest version of the Midrive Instructor app and accepted any new terms
1.1.5. 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. Content you provide
2.1. Whenever you make use of a feature on Midrive that allows you to input or upload content (whether relating to your instructor profile, any 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.
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 or belief, nationality, disability, sexual orientation, gender reassignment, marriage and civil partnership, pregnancy and maternity, 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
3. Information we provide
3.1. 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. 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.
4. Intellectual Property Rights
4.1. 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.
5.1.1. 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.
5.1.2. 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.
5.1.3. 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.
6. Lesson data
6.1. In order to provider learners with a lesson route and insights on their driving we make use of location data sent from the Midrive Instructor App. Use of this feature is optional, but if you choose to activate this feature, you hereby consent to our transmission, collection, maintenance, processing and use of your location data and queries to provide this service and improve it.
6.2. You also agree that we may collect and use technical information about your mobile device, system and related software, hardware and peripherals, gathered from time to time, to facilitate the provision of software updates, product support and improvements.
7. Third party services
7.1. Midrive may from time to time, present a selection of third party services which may include offers and promotions within the marketplace section of the Midrive Instructor app or elsewhere.
7.2. These third party services may have their own terms and conditions of use and privacy policies and your use of these third party services will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that Midrive does not endorse and is not responsible or liable for the behaviour, features, or content of any third party services or for any transaction you may enter into with the provider of any such third party services.
7.3. Midrive reserves the right to withdraw third party services at any time without providing notice.
8.1. You agree to indemnify and keep us indemnified against all losses and/or liabilities suffered by us as a result of your usage of the Midrive Instructor app and as a result of the provision by you of driving instructor services in your role as Full Service User, or otherwise as a result of your breach of these Terms.
9. Our relationship
9.1. 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.
10. Our legal obligations and limits on our liability
10.1. Nothing in these Terms shall limit or exclude our liability for:
10.1.1. death or personal injury caused by our negligence or the negligence of our employees or agents; 10.1.2. fraudulent misrepresentation by us or our employees or agents; or 10.1.3. any matter in respect of which it would be unlawful to exclude or restrict liability.
10.2. Subject to paragraph 10.1, in the case of Full Service Users, 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 learner.
10.3. Subject to paragraphs 10.1 and 10.2
10.3.1. 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
10.3.2. 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.
10.4. All warranties, expressed or implied whether by statute, common law or otherwise are excluded to the fullest extent permitted by law.
10.5. YOU ACKNOWLEDGE AND ACCEPT THAT WE ARE NOT RESPONSIBLE FOR THE BEHAVIOUR, ACTS OR OMISSIONS OF YOU, ANY LEARNER WHO YOU MAY TEACH (THROUGH MIDRIVE OR OTHERWISE) OR THE ACTS OR OMISSIONS OF ANY THIRD PARTY YOU MAY ENCOUNTER WHEN PROVIDING A LEARNER WITH DRIVING LESSONS OR OTHERWISE.
11.1. “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.
11.2. 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 usage of the Midrive Instructor App or your engagement in the case of Full Service Users, except as authorised by us in writing or in order to perform your obligations under these Terms.
11.3. 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.
11.4. We reserve all rights in our Confidential Information.
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:
12.1.1. 131 Great Suffolk Street, London, SE1 1PP for the attention of the CEO;
12.2. The address/email address for service of notice to you is as set out in your account (which shall be the address/email address you provided to us on registration as a Full Service User, 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 part provision 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 part provision shall be deemed deleted. Any modification to or deletion of a provision or part provision 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.
The following terms and conditions apply additionally to Full Service Users, those instructors who have applied to accept Midrive sourced learners.
13.1. Your engagement with us as a Full Service User will start on the date you successfully complete registration until terminated by either of us in accordance with paragraph 19 below (your “Engagement”).
13.2. As a registered Full Service User you warrant, represent and guarantee that, throughout your involvement with Midrive, you will maintain in full force and effect:
13.2.1. 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
13.2.2. 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.
13.3. 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.
13.4. If we reasonably believe, at any time, that you have failed to comply with the provisions set out in paragraph 13.2 we may suspend or terminate your Engagement under paragraph 19.2 below.
14. Your obligations
14.1. Throughout your Engagement, you warrant, undertake and agree:
14.1.1. 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;
14.1.2. 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;
14.1.3. to only accept a Midrive learner through the Midrive app if the location and availability of the Midrive learner, displayed in the App, means that you would be able to organise the Midrive learner’s first lesson within 2 weeks of accepting the request and will have at least 2 hours, at a minimum, per week available for that specific Midrive learner, unless otherwise discussed and agreed with the Midrive learner or Midrive staff in writing.
14.1.4. to cooperate with us in all matters relating to Midrive and your Engagement;
14.1.5. 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;
14.1.6. 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);
14.1.7. 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;
14.1.8. 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.
14.1.9. that all information and details you provide to us are true and accurate when given and will be kept up to date in all respects and at all times. You can update or correct your details at any time by emailing firstname.lastname@example.org;
14.1.11. 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;
14.1.12. to refrain from doing anything which we reasonably believe to be disreputable or capable of damaging our reputation;
14.1.13. 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);
14.1.14. to comply with paragraph 14.2 below in connection with the use of your vehicle whilst providing driving lessons to Midrive learners;
14.2. Your vehicle
14.2.1. Throughout your Engagement, you warrant, undertake and agree:
14.2.2. to own or have the legal right to operate the vehicle you use for driving instruction;
14.2.3. that such vehicle is not more than 6 years old, is dual controlled and meets all relevant safety standards;
14.2.4. 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;
15. Booking process
15.1. 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. Full Service Users 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 the instructor to Midrive.
15.2. Midrive has full discretion whether or not we notify you when learners book in your coverage area, for reasons such as high hourly rates, or poor previous learner reviews.
15.3. Full Service Users then have the ability to “accept” a Midrive learner. The requirements regarding the process after this are laid out in paragraph 14.
16.1. 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 16.11 below.
16.2. 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.
16.3. 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.
16.4. When learners have purchases a multi-hour block, we will pay you for the lessons in installments as the lessons progress.
16.5. Unless otherwise agreed between us in writing all payments made to you in connection with your Engagement will be in Pounds Sterling.
16.6. When a payment is made to you we will update the transaction history in your Midrive account on the Midrive Instructor app and send you an email confirming payment has been made.
16.7. 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.
16.8. 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.
16.9. 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@example.com if you believe any payment is incorrect or has not been received.
16.10. 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.
16.11. On registering as a Full Service User 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 firstname.lastname@example.org if you believe any payment information we hold about you is incorrect.
16.12. 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.
17. Cancellations and refunds
17.1. If, for any reason, you have to cancel a lesson with a Midrive learner you must mark the lesson as cancelled in the Midrive Instructor app. If this not possible you can email to email@example.com to notify us of the cancellation. If the cancelled lesson is not rescheduled within 48 hours 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.
17.2. 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 Instructor App and/or to your registered email address. If we or the learner notify you more than 48 hours before the lesson is due to start there is no penalty due. If we or the learner notify you 48 hours or less before the lesson is due to start you are entitled to retain the applicable Lesson Fee for that lesson only.
17.3. 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.
18. Our relationship with Full Service Users
18.1. 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.
18.2. 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:
18.3. 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
18.4. 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.
19.1. Either of us may terminate your Engagement at any time by giving to the other 14 days' written notice.
19.2. We reserve the right to suspend, restrict or terminate your Engagement, without notice, if 19.2.1. for any reason we are dissatisfied with the service provided by you; 19.2.2. 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); 19.2.3. if bankruptcy proceedings are brought against you; or 19.2.4. 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.
19.3. Upon termination of your Engagement for any reason:
19.3.1. the rights and licences granted to you herein shall terminate with immediate effect;
19.3.2. you must immediately (i) cease all use of Midrive (and we will disable your Midrive account); (ii) return to us any of our property, documentation, records and/or Confidential Information in your possession.
19.4. In the event we terminate your Engagement for convenience under paragraph 19.1, 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 16 above.