Terms & Conditions

• All references to “Clutch”, the “Company”, “us” and “we” in this Terms and Conditions of Service (this “Agreement”) shall be deemed to mean Clutch.
• All references to the “Platform” in this Agreement shall be deemed to mean the peer-to-peer car sharing marketplace technology-driven platform hosted by Clutch on its website, mobile application and software platforms through the Clutch offers its services, products and marketplace to both Hosts and Drivers.
• All references to the “Owner” or “Host” in this Agreement shall be deemed to mean car owners who list their cars on the Platform for the purpose of renting their cars to users on the Platform in exchange for rental fees.
• All references to the “Driver”, “Drivers”, “User”, “Users” in this Agreement shall be deemed to mean drivers registered on the Platform who rent cars through the Platform either for business or personal use.
• All references to the “Parties” in this Agreement shall be deemed to be a collective reference to “Clutch”, “Hosts” and the “Users”.

This Agreement shall be governed by the laws of the Federal Republic of Nigeria and shall be interpreted in accordance with the laws of the Federal Republic of Nigeria.

• By clicking on the “I agree” button on the Terms and Conditions segment of the Platform’s registration or onboarding interface, it is deemed that you have read, understood and agree to be bound by the Terms set out in this Agreement.
• By accepting this Agreement (on behalf of yourself or the entity that you represent) you represent and warrant that you have the right, authority, and capacity to enter into these terms (on behalf of yourself or the entity that you represent). You further represent that you are at least 21 years of age and that you are not a person barred from accessing the services, products and marketplace rendered by Clutch through its Platform under the laws of the Federal Republic of Nigeria or any other applicable jurisdictions.
• By accepting this Agreement you agree to the fact that Clutch reserves the right to modify this Agreement at any time, at which point, you will be given a notice of the amendment or modification and you shall be required to read and consent to the modified Agreement where you find the Agreement agreeable.
• If you do not agree to the terms and conditions set out in this Agreement, it is agreed that you shall immediately stop using the services, products and marketplace offered by Clutch through the Platform and shall immediately indicate the withdrawal of your acceptance to this Agreement on the Interface provided on the Platform to deactivate or delete your user account.
• We reserve the right at any time to modify or discontinue, temporarily or permanently, our Services or any part thereof with or without notice to you, or other users or owners.

The Terms and Conditions contained in this Agreement supersedes any earlier verbal or written communications between the Parties or between you and our agents and affiliates regarding the services, products and marketplace offered by Clutch through the Platform.

The Terms and Conditions contained in this Agreement constitute the entire agreement between the Parties’ at the time either the Host or User accesses and uses the services, products and marketplace offered by Clutch through the Platform unless otherwise is provided in another agreement signed with Clutch.

• Clutch is a peer-to-peer car sharing marketplace technology-driven platform that helps owners of vehicles (“Owners”) connect with vehicle drivers (“Drivers”) in need of a vehicle for either business or personal use.
• Clutch’s goal is to create and maintain a marketplace of trustworthy Owners and Drivers and deliver end-to-end management of drivers and vehicles on the Platform.
• Clutch does not own vehicles or rent vehicles, we only provide a Platform and service connecting Drivers to Owners who wish to list their cars on the Platform for the purpose of renting their cars to users on the Platform in exchange for rental fees.
• Although Clutch’s Platform helps to facilitate the transaction between Owners and Drivers, we do not guarantee the quality or safety of the vehicles listed on our Platform, nor can we guarantee the truth or accuracy of any listings, neither does Clutch guarantee that Owners and Drivers will actually finalise a transaction, including the completion of any payment obligations.
• Owners and Drivers are expected to resolve any disputes, including alleged damage or other issues, directly with one another in line with the Vehicle Rental Agreement embedded in this Agreement. The Owner and Driver will each be solely liable and will hold Clutch harmless for any additional terms agreed upon that are not included in or conflict with the Vehicle Rental Agreement.
• It is agreed that an off-platform transaction or off-platform rental arrangement is an offline transaction or agreement made outside the Platform where either an owner or user, whilst benefitting from the Platform, circumvents the Platform. Clutch bears no liability for any loss, liability, injury or death arising from an off-platform rental arrangement between Owners and Drivers.
• To the fullest extent permitted by applicable law, Clutch disclaims all warranties of any kind, whether express or implied warranties, including but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, and non-infringement, related to its services, products and marketplace hosted by Clutch on its website, mobile application and software platforms through the Clutch offers its services.
• Clutch makes no representations or warranties of any kind, express or implied:
• that its services, products and marketplace hosted by Clutch on its website, mobile application and software platforms through the Clutch offers its services will meet your requirements;
• that the quality of any content obtained by you through its services, products and marketplace hosted by Clutch on its website, mobile application and software platforms through the Clutch offers its services will meet your expectations;
• that the operation of the services, products and marketplace hosted by Clutch through its website, mobile application and software platforms will be uninterrupted, timely, secure, or error-free, or that any defects will be corrected; or
• that its website, mobile application and software platforms, servers, or communications through the Clutch platform offers its services will be free of viruses or other harmful components.
• You will be solely responsible for any damage to your computer system and/or mobile device(s) and/or for loss of data that results from your use of our platform and/or services.
• No agent, employee, or representative of ours has any authority to bind us to any affirmation, representation, or warranty relating to our products and/or services other than as specifically provided herein.
• Clutch is a marketplace, which means it is a technology service platform that helps match or connects car owners (Hosts) to drivers (Users) who wish to rent cars through the platform either for business or personal use. Clutch does not itself rent vehicles and Clutch is neither responsible nor liable for the acts or omissions of its users, the vehicle manufacturers or any third-party product or service providers that may affect the use of any vehicles made available by users on its technology platform.
• Clutch’s services, products and marketplace hosted by Clutch through its website, mobile application and software platforms are provided “as is” and “as available.” Clutch disclaims all representations and warranties, express, implied or statutory, not expressly set out in these terms and conditions. This includes all implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement.
• Clutch makes no representation and does not guarantee such things as quality, suitability or reliability of the services, which includes such things as the quality, functionality, availability of any vehicle, or that the platform will meet your requirements or expectations.
• Clutch does not represent or guarantee that the services will be error free, nor does it represent or warranty a particular quality, suitability or safety. You agree that any and all risk arising out of using the services, products and marketplace hosted by Clutch through its website, mobile application and software platforms remains solely with you, to the extent allowed under all applicable law.
• Clutch cannot guarantee that each owner, vehicle, or driver is who he or she claims to be. Therefore, you have a personal duty of due diligence and to exercise the utmost circumspection when using the platform, including looking up photos of the vehicle and other party with whom you are engaging. Please note that there are also risks of dealing with underage persons or people acting under false pretense, and Clutch does not accept responsibility or liability for any use or access of the platform by underage persons or those in violation of this agreement.
• If the applicable law requires any warranties with respect to the site, all such warranties are limited in duration to sixty (60) days from the date of first use.

Clutch hereby warrants that:

• It would deliver a system for end-to-end management of drivers and vehicles on the platform which shall be delivered through its services, products and marketplace through its Platform.
• It would provide a vast network of qualified automobile repair and maintenance workshops which shall be the dedicated pool of automobile repair service providers responsible for repairing vehicles onboarded on the Platform by Owners.
• It would deliver an adequate accident cover policy to drivers registered on its Platform.
• It would provide a customized comprehensive insurance cover for vehicles onboarded its Platform. But this obligation would not in any way negate, waive or obviate the obligation on Owners to obtain a functional comprehensive insurance plan in respect of their vehicles, including third-party insurance
• It would provide Health insurance offerings to drivers amongst other benefits to reward optimal driving and payment behaviour.

Owners/Hosts agree that as part of their obligations for the use of the Platform they would:

• Pay a sign-up fee of whatever amount is prescribed by Clutch which covers the cost of telematics, owner and vehicle verification, vehicle inspection and any other sign-up processes which Clutch may have to undertake for due diligence purposes and the purpose of onboarding an Owner to the Platform.
• Mandatorily obtain a functional comprehensive insurance plan in respect of their vehicles, including third-party insurance and comprehensive accident cover.
• At all times, have a subsisting functional comprehensive insurance plan in respect of their vehicles, including third-party insurance and comprehensive accident cover. Owners further agree that they shall constantly and promptly renew the insurance plans in respect of their vehicles.
• Ensure that their vehicle license and registration documents are complete, up-to-date, valid and subsisting.
• Constantly and promptly renew their vehicle license and registration documents within the timelines required by the applicable licensing and regulatory agencies
• Mandatorily upload on the Platform clear and visible photographs of their vehicle taken in a clear and well-lit environment that accurately reflects the condition of the vehicle at the time of rental.
• Ensure that the listed vehicle is not a stolen or missing vehicle or the subject of a missing or stolen vehicle report. The Owner shall be required to depose to a duly sworn or notarised attestation form attesting on oath to the fact that their listed vehicle is not a stolen or missing vehicle or the subject of a missing or stolen vehicle report.
• Maintain only one active listing, per vehicle, at a time;
• Use and maintain a functioning GPS and/or telematics device in the vehicle;
• At the point of onboarding furnish Clutch with a detailed list of all existing damages and underlying conditions which the vehicle currently faces;
• Truthfully represent any claims or allegations of damage and provide comprehensive proof of the same whenever such occurs; and
• work in good faith to resolve any disagreement with Clutch and other Users.

Drivers/Users agree that as part of their obligations for the use of the Platform they would:

• Pay a sign-up fee of whatever amount is prescribed by Clutch which covers the costs of driver verification and onboarding.
• Pay rental fees upfront (at the start of a new week) in respect of any vehicle they rent through the Platform.
• Agree not to sell, assign, lend, lease or part with the possession of any vehicle they rent through the Platform.
• Be liable for any traffic and parking violation fines incurred whilst using the rented vehicle.

Agree to strictly abide by the terms of lease for any vehicle they intend to lease through the Platform.

Persons who wish to be onboarded as Users or Drivers on the Platform, whilst signing up must provide the underlisted information to Clutch for the purpose of verification:

• Full name as provided on official government-issued identification documents;
• National Identification Number;
• Date of birth;
• Email address;
• Phone number;
• Valid Driver's License;
• Profile Photo;
• Proof of active ride-hailing account(s) (where the driver intends to use the rented car for commercial use on a ride-hailing platform(s); and
• Where the driver intends to use the rented car for commercial use on multiple ride-hailing platforms, the driver must provide evidence of registration on the said ride-hailing platforms.

It should be noted that the final prerogative to onboard a person on the Platform lies solely with Clutch and it may decide for any reason or no reason at any time to refuse to onboard a person on the Platform. Clutch shall bear no liability for its refusal to onboard any person who applies to be onboard. Clutch shall not be compelled to disclose a reason for its refusal to onboard any applicant. Any person aggrieved by the decision of the Platform to refuse to onboard him shall not have any claim or remedy against Clutch. The aggrieved person shall not have any cause or legal right to cause Clutch to be subpoenaed or compelled by a Court of Law or Arbitral Tribunal to disclose its reason for its refusal to onboard any applicant. Where the aggrieved person institutes an action or arbitration proceedings regardless of the provisions of this Agreement the aggrieved person shall fully reimburse Clutch for the costs incurred in defending such action or securing legal representation. By applying to be onboarded on the Clutch platform, all applicants agree to this portion of this Agreement.

For persons who wish to be onboarded as Users or Drivers on the Platform to be considered as eligible to register, they must:

• possess a valid driver's license and comply with all legal requirements to operate a vehicle; and
• be twenty-one (21) years of age or older.

Persons who wish to be onboarded as Owners on the Platform, whilst signing up must provide the underlisted information to Clutch for the purpose of verification:

• Full name as provided on official government-issued identification documents;
• National Identification Number;
• Date of birth;
• Email address;
• Phone number;
• Profile photo
• Copies of valid car ownership documents and up-to-date license documents;
• Clear and visible photographs of their vehicle taken in a clear and well-lit environment that accurately reflects the condition of the vehicle at the time of rental;
• Proof of subsisting comprehensive insurance plan in respect of their vehicles, including third-party insurance and comprehensive accident cover.
• A duly sworn or notarised attestation form attesting on oath to the fact that their vehicle is not a stolen or missing vehicle or the subject of a missing or stolen vehicle report.

It should be noted that the final prerogative to onboard a person on the Platform lies solely with Clutch and it may decide for any reason or no reason at any time to refuse to onboard a person on the Platform. Clutch shall bear no liability for its refusal to onboard any person who applies to be onboard. Clutch shall not be compelled to disclose a reason for its refusal to onboard any applicant. Any person aggrieved by the decision of the Platform to refuse to onboard him/her shall not have any claim or remedy against Clutch. The aggrieved person shall not have any cause or legal right to cause Clutch to be subpoenaed or compelled by a Court of Law or Arbitral Tribunal to disclose its reason for its refusal to onboard any applicant. Where the aggrieved person institutes an action or arbitration proceedings regardless of the provisions of this Agreement, the aggrieved person shall fully reimburse Clutch for the costs incurred in defending such action or securing legal representation. By applying to be onboarded on the Clutch platform, all applicants agree to this portion of this Agreement.

Clutch shall have the right to remove or de-platform a driver on the Platform where any following conditions arise:

• Where the driver upon reasonable grounds is suspected to be involved in criminal activity or conspiring to engage in criminal activity using the said vehicle;
• Where the driver fails to meet up with the weekly remittance fees after the expiration of the extension of the payment period;
• Where the driver takes the rented vehicle out of the city of registration without the permission of the owner;
• Where the driver causes serious damage to the rented vehicle;
• Where the driver fails to maintain/service the rented vehicle as agreed;
• Where the driver attempts to tamper with the tracking devices installed in the rented vehicle;
• Where the rented vehicle is driven by a third party not authorised by either the Owner or Clutch;
• Where the driver has no active ride-hailing account with any established ride-hailing platform operating in the area of operation (where the driver has indicated at the point of onboarding that he intends to use any vehicle he rents for commercial purposes as a ride-hailing driver);
• Where the driver transfers his account or user ID to a third party without our consent;
• Where the driver is indisposed for an extended period of time;
• Where the driver had been previously removed from the Platform by Clutch and is prohibited from re-joining the Platform; and
• Where the driver does any action which in the opinion of Clutch is incompatible and inimical to the well-being, safety and security of the Platform or the well-being, safety and security of other Users on the Platform.

Clutch shall have the right to remove or de-platform an Owner on the Platform where any following conditions arise:

• Where the Owner upon reasonable grounds is suspected to have obtained the onboarded vehicle by way of involvement in a criminal activity
• Where the Owner upon reasonable grounds is suspected to be conspiring to engage in criminal activity using the said vehicle;
• Where the Owner’s listed vehicle upon reasonable grounds is suspected to be a stolen or missing vehicle or the subject of a missing or stolen vehicle report;
• Where Clutch receives a credible report that the vehicle has been used to commit a crime;
• Where the Owner fails to obtain or renew his comprehensive insurance plan in respect of their vehicles, including third-party insurance and comprehensive accident cover in respect of his listed vehicle;
• Where the Owner fails to obtain or renew his vehicle license and registration documents to ensure that they are complete, up-to-date, valid and subsisting;
• Where the Owner had been previously removed from the Platform by Clutch and is prohibited from re-joining the Platform; and
• Where the Owner does any action which in the opinion of Clutch is incompatible and inimical to the well-being, safety and security of the Platform or the well-being, safety and security of other Users on the Platform.

Drivers and Owners previously removed from the Platform by Clutch are prohibited from accessing the Platform unless Clutch has given a written notice of reinstatement for the reactivation of the User’s Account.

Where criminal activity is reported in respect of a user’s account or there is reasonable suspicion of criminal activity being maintained through a user’s account, the account may be either restricted or terminated by Clutch pending the conclusion of the investigation.

Regardless of the above conditions, Clutch reserves the right to terminate or restrict your User Account for any or no reason at any time. It should be noted that the final prerogative to onboard a person on the Platform lies solely with Clutch and it may decide for any reason or no reason at any time to refuse to onboard a person on the Platform. Clutch shall bear no liability for its restriction or termination of any User’s (Owner or Driver) account. Clutch shall not be compelled to disclose a reason for its restriction or termination of any User’s account. Any person aggrieved by the decision of the Platform to terminate or restrict his/her User Account shall not have any claim or remedy against Clutch. The aggrieved person shall not have any cause or legal right to cause Clutch to be subpoenaed or compelled by a Court of Law or Arbitral Tribunal to disclose its reason for its restriction or termination of the User’s account. Where the aggrieved person institutes an action or arbitration proceedings regardless of the provisions of this Agreement, the aggrieved person shall fully reimburse Clutch for the costs incurred in defending such action or securing legal representation. By applying to be onboarded on the Clutch platform, all applicants agree to this portion of this Agreement.

You agree to indemnify and hold Clutch and its representatives, officers, shareholders, subsidiaries, affiliates, employees, and agents harmless from any and all third-party claims, demands, actions, suits, losses, obligations, liabilities, judgments, proceedings, damages, expenses and costs (including actual attorneys’ fees and expenses), arising out of or in connection with:

• your use of the services, products and marketplace offered by Clutch;
• your breach or violation of any of the terms on which the services or products offered to you, including breach of the terms of the Platform Agreement, if any;
• your breach or violation of any of the terms upon which you agree with other users, which can include loss or damage to any vehicle and any loss or damage arising from the use of any vehicle;
• any action or omission by you that causes Clutch to be sued by an Owner, Driver, passenger, or other third party;
• your violation of applicable laws or regulations;
• or any additional terms from an Owner and/or Driver that are separate from or conflict with the terms of this Agreement or the Vehicle Rental Agreement;
• and your User Content.

You hereby agree that we shall have the sole right and obligation to control the legal defence against any such claims, demands, or litigation, including the right to select counsel of our choice and to compromise or settle any such claims, demands, or litigation with or without your consent.

You agree to indemnify and hold Clutch harmless against loss suffered due to vehicle theft.

Owners and Drivers will enter into a vehicle rental agreement when transacting with each other as part of using Clutch’s services, products and marketplace (“Vehicle Rental Agreement”). This Vehicle Rental Agreement will cover terms including pricing, fees, liability for any traffic and/or parking violations, issues related to the use of the vehicles and any damage related to that use. In accordance with the Vehicle Rental Agreement, Owners and Drivers are expected to resolve any disputes, including alleged damage or other issues, directly with one another. The Owner and Driver will each be solely liable and will hold Clutch harmless for any additional terms agreed upon that are not included in or conflict with the Vehicle Rental Agreement.

Owners and Drivers further agree to honestly represent themselves in their communications with Clutch and other users, to honestly represent any claims or allegations of damage, and to work in good faith to resolve any disagreement with Clutch and other users. Owners and Drivers will not abuse our promotional or credit code system, including by redeeming multiple coupons at once or by opening multiple accounts to benefit from offers available only to first-time users.

Drivers can search for vehicles on the website, mobile application and software platforms through which Clutch offers its services and send a booking request to the Owner. If the Owner accepts the rental request, the Driver must pay the rental price through the platform. If the Owner refuses the rental request or does not accept it within 23 hours, the Driver shall be notified by email.

Both the Owner and the Driver must provide valid means of identification and any necessary licenses or permits before the rental arrangement commences. The Platform reserves the right (not the obligation) to verify and authenticate the identity and eligibility of both parties.

The Owner shall verify the identity of the Driver, the validity of the driving license, and the payment card information which must be the same as the card used for payment on the Platform. The Driver must verify the identity of the Owner, the vehicle registration, and its license plates.

Once all mandatory information is provided through the Platform at check-in and check-out, the rental agreement is signed, thus binding the users by such rental agreement and the present terms regarding the rental.

Upon agreement, the Owner shall hand over the vehicle to the Driver in good working condition. The Driver must inspect and acknowledge the condition of the car upon taking possession of the car. Both the Owner and the Driver must fill out a Pre-Rental Inspection Report Form. The Pre-Rental Inspection Report Form must indicate the mileage, the level of fuel, any visible damage on the exterior or interior of the vehicle, and the level of cleanliness of the vehicle. During the rental period, the Driver is responsible for maintaining the vehicle's condition and returning it in the same state, subject to reasonable wear and tear.

The Driver agrees to comply with the date, time, and location of return agreed upon with the owner. The rental period begins at the agreed-upon time and concludes at the specified end time. Drivers wishing to extend a rental that has already begun must request it using the Platform. Extensions require mutual agreement between the parties and may be subject to additional fees. The Driver must extend the rental with the same payment method used to book the vehicle initially.

The rental agreement may be terminated by mutual consent or upon completion of the agreed rental period. Termination before the agreed duration may result in charges as stipulated in the agreement, unless due to unavoidable circumstances or breach of terms by either party.

Both parties acknowledge their respective liabilities. The Owner should maintain a comprehensive insurance covering the rental period. The Driver must adhere to local laws and regulations, and any damages or fines incurred during the rental period are the responsibility of the Driver unless proven otherwise.

To complete a booking and rent a vehicle, the Driver and Owner will enter into a Vehicle Rental Agreement that will specify the terms of the rental including the duration, costs, fees and other relevant information. Clutch charges a fee to the Driver and Owner equal to a specified percentage of the vehicle rental price. Drivers and Owners will be notified of the amount owed to Clutch before completing the booking. After the Driver and Owner agree to a price for the Driver’s rental of Owner’s vehicle, and sign the Vehicle Rental Agreement, the Driver will make a payment to the Owner using the Clutch Platform.

Drivers and Owners must have a valid payment method on file in their User Accounts at all times, and agree to pay all fees and applicable taxes associated with the Services by the payment due date. In addition to the fees set forth in the Vehicle Rental Agreement, by using the Platform and entering into a rental transaction, the Driver and the Owner agree that Clutch may compute and deduct taxes such as value-added tax (VAT) amongst others from the rental fees, platform charges and other fees payable for the use of Clutch’s services, products and marketplace.

In addition to any amount due, delinquent accounts, and chargebacks will be assessed additional fees including, but not limited to, collection fees, or other third party charges. Further, if your payment method fails or your User Account is past due, we may collect fees owed by charging other payment methods on file with us, retaining collection agencies, and/or legal counsel to pursue such fees. You are responsible to reimburse Clutch for all costs of collection, including collection agency fees, third party fees, and attorneys’ fees, and costs. Collection agencies may report information about your User Account to credit bureaus. As a result, late payments, missed payments, and other defaults on your User Account may be reflected in your creditworthiness profile with credit bureaus.

It is agreed that a Rental Agreement can be terminated where any of the underlisted conditions occur:

• Where the driver upon reasonable grounds is suspected to be involved in a criminal activity or conspiring to engage in criminal activity using the said vehicle;
• Where the driver fails to meet up with the weekly remittance fees after the expiration of the extension of the payment period;
• Where the driver takes the rented vehicle out of the city of registration without the owner’s permission;
• Where the driver causes serious damage to the rented vehicle;
• Where the driver fails to maintain/service the rented vehicle as agreed;
• Where the driver attempts to tamper with the tracking devices installed in the rented vehicle;
• Where the rented vehicle is driven by a third party not authorised by either the Owner or Clutch;
• Where the driver has no active ride-hailing account with any established ride-hailing platform operating in the area of operation (where the driver has indicated at the point of onboarding that he intends to use any vehicle he rents for commercial purposes as a ride-hailing driver);
• Where the driver transfers his account or user ID to a third party without our consent;
• Where the driver fails to use the automobile repair and maintenance workshops recommended by the host;
• Where the driver is indisposed for an extended period of time;
• Where the driver had been previously removed from the Platform by Clutch and is prohibited from re-joining the Platform; and
• Where the driver does any action which in the opinion of Clutch is incompatible and inimical to the well-being, safety and security of the Platform or the well-being, safety and security of other Users on the Platform.

All intellectual property rights regarding the software, documentation or information used or developed by or on behalf of Clutch during the provision of services, products and the virtual marketplace under this Agreement, as well as all data and statistics about the successful bookings made through the website, save and to the exclusion of information supplied or the content uploaded by the User, belong to Clutch.

The name Clutch, the Platform, and all other Clutch marks, logos, designs, and phrasing used in connection with our Services are trademarks, service marks, or trade dress of Clutch in Nigeria and any jurisdiction where Clutch operates shall not be used without the prior and express written permission of Clutch.

Clutch and our associated logos and names, if any, are our trademarks and/or service marks. Other trademarks, service marks, names, and logos used in conjunction with our Services, such as trademarks, service marks, names, or logos associated with third-party organizations, are the intellectual property of their respective owners. You are granted no right or license with respect to any of the foregoing trademarks, service marks, or logos.

Our Platform, services and products may be protected by copyright, trademark, patent, trade secret and/or other laws, and we reserve and retain all rights in our Platform services and products. We hereby grant you a, limited, revocable, non-sublicensable, non-exclusive, and non-transferable license to access our Platform solely for a use authorised by this Agreement. You may not otherwise reproduce, distribute, communicate to the public, make available, adapt, publicly perform, link to, or publicly display the Platform or Services or any adaptations thereof unless expressly set forth herein.

Off platform rentals are rental arrangements, oral or written, made between an Owner and Driver outside of the Platform, while attempting or intending to benefit from any of the Services or the Platform, including without limitation, insurance coverage (“Off-Platform Transaction”). Off-Platform Transactions are not permitted. If you receive an offer to rent a vehicle outside Clutch or any other Off-Platform Transaction, please report it to Clutch immediately. If you fail to follow these requirements, you may be subject to a range of actions, including limits on your access to our Services, restrictions on listings, suspension of your account, application of fees, and recovery of our expenses related to policy monitoring and enforcement. Furthermore, Off-Platform Transactions are explicitly excluded from any Clutch offered insurance coverage or claims.

Drivers are fully responsible for the payment of moving violations, parking tickets and tolls incurred during the rental period; including tolls incurred while using an Owner’s vehicle. Drivers are not liable for tickets and fines related to vehicle compliance or expired registration unless the Driver is the cause of such infractions. For example, tickets and fines for tinted windows, or tickets and fines for lapsed insurance or registration are the responsibility of the Owner.

Clutch may make promotional offers with different features and different rates to any User. These promotional offers are subject to Clutch’s Terms for Promotional Offers, the terms of each promotion, this Agreement, and may be valid only for certain Users, during a certain period of time, or as otherwise indicated in the promotion. You agree that promotions:

• may only be used by the intended audience, for the intended purpose, and in a lawful manner;
• may not be duplicated, sold or transferred in any manner, or made available to the general public, unless expressly permitted by the terms of the promotion;
• are subject to the specific terms that Clutch establishes for such promotion;
• cannot be redeemed for cash or cash equivalent; and
• are not valid for use after the date indicated in the promotion.

Clutch reserves the right to withhold or deduct credits or benefits obtained through a promotion in the event that Clutch determines or believes that the redemption of the promotion or receipt of the credit or benefit was in error, fraudulent, illegal, or in violation of the applicable promotion terms or this Agreement.

Clutch reserves the right to modify or cancel an offer at any time. You agree that we may change the Terms of Promotional Offers at any time.

Clutch may make promotional offers with different features and different rates to any User. These promotional offers are subject to Clutch’s Terms for Promotional Offers, the terms of each promotion, this Agreement, and may be valid only for certain Users, during a certain period of time, or as otherwise indicated in the promotion. You agree that promotions:

• As a User of the Platform, you agree not to use the Platform to collect, upload, transmit, display, or distribute any User Content that:
  • violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
  • is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable;
  • is harmful to minors in any way; or
  • is in violation of any law, regulation, or obligations or restrictions imposed by any third party.
• As a User of the Platform, you agree not to:
  • upload, transmit, or distribute to or through the Platform any computer viruses, worms, or any software intended to damage or alter a computer system or data;
  • send through the Platform unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise;
  • use the Platform to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Platform, or violate the regulations, policies or procedures of such networks;
  • attempt to gain unauthorized access to the Platform (or to other computer systems or networks connected to or used together with the Platform), whether through password mining or any other means;
  • harass or interfere with any other user’s use and enjoyment of the Platform;
  • use software or automated agents or scripts to produce multiple accounts on the Platform, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Platform (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Platform for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials);
  • assign or transfer your User Account to any other entity or person; (viii) continue to use the services, products and marketplace offered by Clutch if your User Account has been suspended or restricted; or
  • take any action to circumvent the services, products and marketplace offered by Clutch, including completing, initiating, arranging or executing any transactions between an Owner and Driver outside of the Platform.
• We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the this Agreement or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your User Account, and/or reporting you to law enforcement authorities.

Our Platform may link to other websites and/or display advertisements for third parties (“Third Party Platforms”). You acknowledge and agree that Clutch does not control and is not responsible for the availability of Third-Party Platforms. Furthermore, Clutch and does not endorse and is not responsible or liable for any content, advertising, products and/or other materials on or available from such Third-Party Platforms. Clutch makes no warranties or representations of any kind as to the accuracy, currency, or completeness of any information contained in such Third-Party Platforms and shall have no liability for any damages or injuries of any kind arising from such content or information. You further acknowledge and agree that Clutch shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such other Third-Party Platform. Inclusion of any third-party link does not imply an endorsement or recommendation by Clutch. When you click or link to a Third-Party Platform, the applicable third party’s terms and policies apply.

It is agreed that under no circumstances shall we bear liability under any applicable laws for the content or information displayed on the website, platform, mobile app or anything constituting the Platform (including without limitation to any damages caused by or resulting from reliance by a User on any information obtained from our platform), or any damages that result from mistakes, omissions, interruptions, deletion of files or emails, errors, defects, viruses, delays in operation or transmission or any failure of performance whether resulting from acts of god, communication failures, theft, destruction, unauthorised access to Clutch’s records, programs or services or otherwise.

Clutch will not be liable for any direct, indirect, incidental, special, punitive, consequential or exemplary damages which would include, but is not limited to, lost profits or data, goodwill, damage to reputation, injury or interruptions of service. These limits extend to any and all possible legal claims and theories and whether the claimed damages are financial or non-financial in nature. Clutch shall not be liable for any liability or damage related to or arising out of your use of (or inability to use) the services, the platform or any transaction or interaction with any other user of the services. You understand that Clutch provides the technology and platform for you to interact with other users, and, as such, Clutch cannot and does not guarantee any particular performance.

If you are dissatisfied with any portion of our platform and/or services, your sole and exclusive remedy is to discontinue use of our platform and/or services.

We shall also not be liable to the users for indirect, special incidental, consequential, punitive or exemplary damages including without damages for loss of goodwill, lost of profits, loss, theft or corruption of user information or the inability to use the websites or any of its features. The User’s sole remedy towards Clutch is to cease use of the services, products and the marketplace.

A Party may not transfer any of its rights under these terms and conditions to any other person. Clutch may, however, transfer its rights under these terms and conditions where we reasonably believe your rights will not be affected.

These terms and conditions may be varied by Clutch from time to time. Such revised terms will apply to the Website from the date of publication. Users should check the terms and conditions regularly to ensure familiarity with the current version.

These terms and conditions contain the whole agreement between the parties relating to its subject matter and supersede all prior discussions, arrangements or agreements that might have taken place in relation to the terms and conditions.

If any court or competent authority finds that any provision of these terms and conditions (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these terms and conditions will not be affected.

Unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.

This Arbitration Agreement is part of your contract with Clutch and affects your rights. By signing up to this Agreement, you agree to mandatory binding arbitration and a class action waiver. By signing up to this Agreement, you and Clutch mutually agree to waive your respective rights to resolution of disputes via litigation and agree to resolve any dispute by arbitration, as set forth below:

This agreement to arbitrate is governed by the Arbitration and Mediation Act 2023 and its Arbitration Rules  or any legislation which replaces it.

All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Agreement or the use of the Platform or Service that cannot be resolved informally shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement.

Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to the Company should be sent to: [Insert official address and legal department contact address for Clutch]۔

After the Notice is received, you and Clutch may attempt to resolve the claim or dispute informally. If you and Clutch do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party shall not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled

Unless otherwise agreed to, all arbitration proceedings shall be held in English and the seat of Arbitration shall be Lagos, Nigeria. In the event the parties are unable to settle the dispute difference or controversy within 30 (thirty) days from the date after the Notice of Arbitration is received, the dispute shall be referred to binding online ad-hoc arbitrator presided over by a sole arbitrator agreed upon by the parties. If the Parties are unable to agree on a sole arbitrator within 7 (seven) days of the referral of the dispute to Arbitration, the Chairman of the Chartered Institute of Arbitrators, Nigeria Branch (CIArb) shall be the appointing authority and shall upon the written application of either party appoint a sole arbitrator competent in online arbitration to preside over the arbitration.

The same procedure shall apply to emergency arbitrations for injunctions or urgent preservative or restrictive orders in respect of disputes arising out of or in connection with this Agreement, including any non-contractual obligations arising out of the negotiation of this Agreement.

The language of the arbitration shall be English Language and the seat of arbitration shall be Lagos, Nigeria.

If you or the Company pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations

If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and Clutch, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law and the Agreement. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and the Company.

All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief before the appointment of the arbitrator.

If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.

This Arbitration Agreement will survive the termination of your relationship with the Company.

Notwithstanding the foregoing, either party may seek emergency equitable relief before a court of competent jurisdiction in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.

Notwithstanding the foregoing, claims of defamation, criminal actions, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.

In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the jurisdiction of the courts located within Lagos State of the Federal Republic of Nigeria.