1. Background

TLR Limousines Corp, operating under the brand name BlackDrive, provides an online platform (“Platform”) that enables Clients, Agents, and Online Travel Agencies (“OTAs”) to search, book, and obtain luxury limousine and transportation services (“Services”) from approved service providers (“Carriers”).

The Carriers agree to provide transportation Services to Clients, Agents, and OTAs via the Platform under the terms of this Agreement. BlackDrive facilitates the relationship but acts as an intermediary and does not itself provide transportation services.

2. Definitions and Interpretation

2.1 Definitions

• Agent/OTA: A business or individual authorized to make transportation bookings on behalf of Clients or end customers via the BlackDrive Platform.
• Aggregator (BlackDrive PRO): A service model where BlackDrive assigns a Carrier to each booking. Orders under this model are guaranteed and may only be canceled by Clients, Agents, or OTAs within a designated cancellation period.
• Applicable Data Protection Laws: All relevant Canadian federal and provincial privacy laws, including but not limited to the Personal Information Protection and Electronic Documents Act (PIPEDA).
• B2B Client: Agents, OTAs, or other business customers using the BlackDrive B2B Module for booking and managing transportation Services.
• B2B Module: The section of the Platform that enables business-to-business bookings and management.
• B2B Wallet: A virtual account for B2B Clients to deposit funds for future bookings or refunds, with payouts processed on request.
• Carrier: A service provider authorized to operate vehicles and provide Services through BlackDrive.
• Client: Any individual or entity accessing BlackDrive’s Platform to procure Services, including end customers, Agents, and OTAs.
• Contract: The binding agreement between the Client (or Agent/OTA acting on their behalf) and the Carrier upon acceptance of an Order.
• Order: A formal request for Services submitted through the Platform and accepted by a Carrier.
• Platform: The BlackDrive website, mobile application, and associated software enabling service search and booking.

• Services: Chauffeur-driven luxury limousine and transportation services.
• Business Day: Any day other than Saturday, Sunday, or statutory holidays observed in Ontario, Canada.
• Cancellation Period: The timeframe during which a Client, Agent, or OTA may cancel a booking without penalty, as detailed in this Agreement.

2.2 Interpretation Rules

• References to the singular include the plural and vice versa.
• References to a gender include all genders.
• Clause and schedule headings are for convenience only and do not affect interpretation.
• References to legislation include amendments or re-enactments.
• Writing includes email communications.

3. Agreement Commencement

3.1 This Agreement commences when a Client, Agent, or OTA registers on BlackDrive’s Platform and accepts these Terms and Conditions.

3.2 This Agreement governs all transportation Services booked via BlackDrive’s Platform, website, mobile apps, telephone, email, or other communication methods.

3.3 BlackDrive acts solely as an intermediary between Carriers and Clients (including Agents and OTAs).

4. Booking and Orders

4.1 Access to the B2B Module is granted only after successful verification of Agents and OTAs via BlackDrive’s registration process. BlackDrive may decline registration at its sole discretion.

4.2 Agents and OTAs must provide accurate and complete information during booking, including passenger details and service requirements.

4.3 Upon acceptance of an Order by a Carrier, a Contract is formed directly between the Client (or their Agent/OTA) and the Carrier.

4.4 Clients, Agents, and OTAs may apply markups or commissions to net rates as permitted by BlackDrive.

4.5 Orders include details such as pick-up time, locations, vehicle type, and driver information, which are agreed upon between Client and Carrier.

4.6 Carriers commit to delivering Services as specified in each Order, adhering to Canadian transportation laws.

5. Payments and Charges

5.1 Clients, Agents, and OTAs shall pay all Charges associated with the Services as set out in each Order.

5.2 BlackDrive collects payment from Clients, Agents, or OTAs at booking and holds funds in trust until completion of Services.

5.3 Charges are fixed upon order confirmation except where changes are agreed per clause 7 (Change Control).

5.4 Agents and OTAs may fund a B2B Wallet to facilitate payments or receive refunds. Withdrawals from the Wallet are subject to processing times.

6. Cancellation and No-Shows

6.1 Cancellation by Clients, Agents, or OTAs must comply with the Cancellation Period specified for each Service.

6.2 Cancellation fees may apply for late cancellations or no-shows as detailed in the Order.

6.3 If a flight delay exceeds two hours, it will be treated as a no-show unless alternative arrangements are agreed.

6.4 Carriers shall provide a Free Waiting Period of:-

• 60 minutes for airport pickups
• 30 minutes for all other pickups

6.5 Additional waiting charges may apply after the Free Waiting Period.

7. Change Control

7.1 Changes to Orders may be proposed by either party subject to the following:-

• Carriers may cancel or propose changes up to 24 hours before Service Start Time.
• BlackDrive may cancel or propose changes up to 12 hours before Service Start Time.

7.2 Any changes must be documented via a Change Order agreed by Client and Carrier.

7.3 Late bookings (within 12 hours of Service Start) may be canceled within 15 minutes of order placement without penalty.

7.4 Fraudulent bookings will be canceled without refund.

8. Client Responsibilities

Clients, Agents, and OTAs shall:-

• Comply with these Terms.
• Provide accurate booking information.
• Pay all applicable Charges, including penalties.
• Ensure passengers comply with terms.
• Indemnify BlackDrive and Carriers from liabilities arising from breach of these Terms.

9. BlackDrive Obligations

BlackDrive shall:-

• Facilitate bookings and access to verified Carriers.
• Provide necessary support and data access to Carriers.
• Communicate safety, health, and security requirements.
• Monitor Carrier performance and compliance.

10. Intellectual Property

10.1 BlackDrive retains all Intellectual Property Rights in its Platform, branding, and content.

10.2 Clients, Agents, OTAs, and Carriers shall not use BlackDrive’s IP without prior written consent.

11. Confidentiality

Each party shall maintain confidentiality of the other’s business and client information except as required by law or authorized.

12. Limitation of Liability

BlackDrive’s liability is limited to the maximum extent permitted by Canadian law. Liability exclusions apply except for death, personal injury caused by negligence, or fraud.

13. Termination

13.1 Either party may terminate this Agreement with immediate effect on material breach or insolvency.

13.2 Termination does not affect accrued rights or obligations.

14. Force Majeure

Neither party is liable for failure due to events beyond reasonable control, including natural disasters, pandemics, war, government actions.

15. Governing Law and Jurisdiction

This Agreement is governed by the laws of Ontario and Canada. Disputes shall be resolved in courts located in Toronto, Ontario.

16. Notices

Notices must be in writing and sent via hand delivery, prepaid mail, or email to the addresses specified:-

• TLR Limousines Corp (BlackDrive)
• 414 Hobbs Crescent, Milton, ON, Canada, L9T 0J1
• Email: info@blackdriveinc.com

Acknowledgment

By registering and using BlackDrive’s Platform, Clients, Agents, OTAs, and Carriers agree to be bound by these Terms and Conditions.