Vehicle Owners Agreement

This agreement ("Agreement") is made and entered at No. 413, R. A. De Mel Mawatha, Colombo 03 by and between ROFI CAR RENTALS (PRIVATE) LIMITED, a company incorporated under the Companies Act, No. 7 of 2007, bearing company registration number PV00220423 of 129/2B, Nawala Road, Colombo 05 (hereinafter referred to as "ROFI"),

And

ROFI and the Vehicle Owner shall hereinafter be collectively referred to as “Parties” and individually as a “Party”.

Recitals:

1. ROFI operates and manages a website, mobile application, and customer help line (“Platform”) which enables vehicles owners to list their vehicles for hire and for hirers to select, pay for and hire such vehicles.
2. The Vehicle Owner is the owner of one or more vehicles (“Vehicles”) and wishes to list such Vehicles on the Platform.

1. Obligations of ROFI

   1. Subject to the Terms and Conditions of the Platform, ROFI shall list the Vehicles on the Platform.

2. Obligations of the Vehicle Owner

   1. Vehicle Owner shall at all times ensure compliance with the Terms and Conditions of the Platform which may be accessed at https://www.rofi.lk/terms-and-conditions/vehicle-owners. Provisions in the Terms and Conditions which relate to ROFI’s rights to vary the payment structure and any other terms unilaterally shall not be applicable as against the Vehicle Owner and any such variation shall be subject to the mutual agreement of the Parties.
   2. Vehicle Owner shall list the Vehicles on the Platform by creating an account on the Platform on https://www.rofi.lk/signup.
   3. Vehicle Owner shall ensure that the Vehicles are under suitable conditions to be listed on the Platform.
   4. The Vehicle Owner acknowledges that ROFI does not guarantee any minimum number of hires upon listing of the Vehicles on the Platform.
   5. If a rental insurance policy is not available for a vehicle, the Vehicle Owner agrees with the terms and conditions of the vehicle rental insurance policy generated by ROFI for the duration of the trip booking. This includes agreement on the scope of insurance coverage, applicable excess amounts, multiple claim excess amount and considerations related to insurance claims.

3. Commission

   1. ROFI may charge special discounted commission rates and conditions may apply according to specific documents. Otherwise will charge a commission at the rate of fifteen percent (15%) (“Commission”) on the price listed for each Vehicle hired by hirers through the Platform.
   2. Other than the price for which the Vehicle is hired (less the Commission and any other deductions in terms of this Agreement) the Vehicle Owner is not entitled to any other payment from ROFI under this Agreement.
   3. Payments due from the price for which a Vehicle is hired will be remitted to the Fleet Owner’s designated bank account on a weekly basis.

4. Representations and Warranties

   1. Each Parties hereby covenants, represents and warrants to the other that it:
      1. is a duly organized and existing limited liability company in good standing under the laws of its country of incorporation.
      2. has full power and authority to enter into and fully perform this Agreement, including that the Party’s execution and performance of this Agreement will not breach or otherwise violate its current or future written or oral agreements, if any, that the Party may have with third parties.
      3. will not enter into any agreement that is inconsistent with any one or more of the terms and conditions of this Agreement.
      4. will not exercise any right or take any action, and/or authorise any other person or entity to exercise any right or take any action, which conflicts with or would be likely to prejudice, or derogate from, the rights held by the other Party pursuant to this Agreement.

      EXCEPT AS PROVIDED IN THIS CLAUSE, NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, WILL BE DEEMED GIVEN BY A PARTY.

   2. Each Party will indemnify and hold the other Party harmless and defend at its expense any suit brought against the other Party and its officers, directors, agents and employees, and will pay any approved settlement, or any damages finally awarded in such suit, insofar as such suit is based on a claim by a third party related to or arising out of the indemnifying Party’s breach of this Agreement.

5. Term and Termination

   1. Unless otherwise terminated as provided hereunder, this Agreement shall be valid on an ongoing basis from the Effective Date.
   2. Subject to the Terms and Conditions of the Platform, this Agreement may be terminated by either Party at any time by the Vehicle Owner by delisting their vehicle(s) from the Platform or deactivating their account or by ROFI by suspending vehicles listed or the account of vehicle owner in the case of breaches outlined by the Terms and Conditions of ROFI, such as mismanaging vehicles’ availability recurringly or misrepresenting the information relevant to the specified vehicles.

6. Consequences of Termination

   If this Agreement with terminated pursuant to Clause 5 hereof,

   1. the Vehicle Owner shall honour all bookings made for Fleet Vehicles on the Platform prior to the termination date.
   2. All sums due and owing to the Vehicle Owner shall be paid in accordance with the payment terms set out in this Agreement.
   3. All listings of the Vehicle Owner shall be removed from the Platform.

7. Terms and Conditions of the Platform

   To the extent that they are not inconsistent with this Agreement, the Terms and Conditions of ROFI as published on the Platform shall apply to this Agreement and shall be deemed to form part of This Agreement. In the event of any inconsistency, the provisions of this Agreement shall prevail.

8. Governing Law and Dispute Resolution

   This Agreement is governed by Sri Lankan law and any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by courts in Colombo, Sri Lanka.

9. Confidential Information

   1. Each Party agrees that the subject matter of this Agreement shall be deemed to be confidential unless otherwise agreed in writing. Each Party shall treat, and shall cause its officers, directors, employees, advisors and auditors also to treat, such information as strictly confidential and shall not divulge or disclose (directly or indirectly) such information to any other person or entity (other than to its officers, directors, employees, advisors and auditors who reasonably require access to such confidential information for the purpose for which it was disclosed and who are bound by a Non-Disclosure Agreement), except when:
      1. such disclosure is required by law or by any order of any administrative or judicial authority which is (1) final and subject to no appeal or (2) although not final, is executory pending any appeal.
      2. such information has become public through no fault of the receiving party or
      3. such information has been obtained separately by the receiving Party from a third party that is not bound by any confidentiality regarding such information.
   2. The provisions of this clause and shall survive the termination of this Agreement for any reason whatsoever.

10. Miscellaneous

    1. This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof.
    2. Any amendment or modification of this Agreement shall be in writing and signed by both parties.
    3. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
    4. This Agreement shall be binding upon the parties hereto and their respective heirs, legal representatives, successors and permitted assigns.
    5. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.