KOPANA DRIVER AGREEMENT 1

KOPANA ENTERPRISE MANAGEMENT SYSTEM (KEMS)

BOOK III – ENTERPRISE LEGAL FRAMEWORK

PART III

DRIVER PARTNER AGREEMENT

Document Number: LEG-DPA-001

Classification: Commercial Agreement

Version: 1.0

Approved by: Board of Directors

PREAMBLE

This Driver Partner Agreement (“Agreement”) regulates the commercial relationship between Kopana (Pty) Ltd (“Kopana”) and each approved Driver Partner who elects to utilise the Kopana Platform for the purpose of providing transportation, parcel delivery and related mobility services.

The Parties acknowledge that this Agreement establishes a commercial partnership founded upon mutual trust, professionalism, safety and compliance with applicable legislation.

Nothing contained in this Agreement shall be interpreted as creating an employment relationship unless expressly required by applicable law or determined by a competent court or tribunal.

CHAPTER 1 Definitions

For purposes of this Agreement:

Agreement means this Driver Partner Agreement together with all schedules, annexures and incorporated policies.

Driver Partner means an independent contractor approved by Kopana to perform Services through the Platform.

Approved Vehicle means a vehicle meeting Kopana’s operational and safety standards.

Platform means all mobile applications, software, websites, APIs and technology operated by Kopana.

Passenger means any customer requesting transportation.

Merchant means any approved commercial customer.

Parcel means goods accepted for delivery under Kopana’s Parcel Services Framework.

Service means any transportation, logistics or related activity accepted through the Platform.

Business Day means any day other than a Saturday, Sunday or South African public holiday.

CHAPTER 2 Nature of the Relationship

2.1 Independent Contractor

The Driver Partner performs Services as an independent contractor.

Nothing contained herein shall be construed as:

an employment contract;
a partnership in the legal sense;
a joint venture;
an agency relationship granting authority to bind Kopana.

The Driver Partner retains discretion over when to make themselves available on the Platform, subject to maintaining any minimum standards applicable to specialised programmes or incentive schemes.

2.2 No Exclusive Relationship

Unless otherwise agreed in writing:

Driver Partners remain free to:

conduct other lawful businesses;
provide services through other platforms;
engage in independent commercial activities.

The Driver Partner shall, however, avoid conduct that creates conflicts of interest or compromises obligations accepted under this Agreement.

2.3 Good Faith

Both Parties undertake to perform this Agreement honestly, professionally and in good faith.

Each Party shall avoid conduct that unfairly prejudices the legitimate interests of the other.

CHAPTER 3 Driver Eligibility

A Driver Partner shall:

possess a valid driver’s licence appropriate for the vehicle class;
satisfy minimum age requirements prescribed by Kopana;
possess legal authority to work within South Africa where applicable;
complete identity verification;
satisfy criminal screening requirements where lawfully permitted;
maintain all required permits and licences;
comply with vehicle standards.

Failure to maintain eligibility constitutes grounds for suspension.

CHAPTER 4 Application & Approval Process

The Driver onboarding process consists of:

Stage 1

Application

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Stage 2

Identity Verification

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Stage 3

Licence Verification

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Stage 4

Vehicle Inspection with uploaded images (Applicable to verified users)

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Stage 5

Background Screening (Applicable for verified users)

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Stage 6

Training

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Stage 7

Platform Activation

No applicant shall acquire any right to activation until written approval has been communicated through the Platform.

CHAPTER 5 Verification Requirements

Kopana may require:

identity documents;
facial verification;
proof of address;
banking details;
tax information;
professional driving permits where applicable;
criminal record declarations;
insurance documentation;
roadworthiness certificates.

Verification requirements may change in response to legal, operational or regulatory developments.

CHAPTER 6 Driver Obligations

Driver Partners shall:

provide safe transportation;
comply with all applicable laws;
maintain courteous behaviour;
comply with Community Standards;
protect Passenger confidentiality;
maintain Approved Vehicles;
report incidents promptly;
cooperate with investigations;
keep documents current.

Driver Partners shall perform Services with reasonable skill, care and diligence expected of a professional mobility service provider.

CHAPTER 7 Driver Code of Professional Conduct

Every Driver Partner represents Kopana’s brand while providing Services.

Accordingly, Driver Partners shall:

dress neatly and appropriately;
maintain personal hygiene;
treat every Passenger respectfully;
avoid discrimination;
avoid harassment;
maintain professional language;
refrain from smoking while providing Services;
avoid inappropriate conversations likely to make Passengers uncomfortable.

Professionalism extends beyond legal compliance and includes conduct that promotes trust, courtesy and confidence in the Platform.

CHAPTER 8 Vehicle Standards

Every Approved Vehicle shall:

remain roadworthy;
comply with all legal licensing requirements;
be clean and hygienic;
undergo scheduled maintenance;
contain required safety equipment;
display any Platform identification where required.

Kopana may require periodic inspections to ensure ongoing compliance.

CHAPTER 9 Vehicle Inspections

Kopana may inspect any Approved Vehicle:

before activation;
periodically during participation;
following safety complaints;
following collisions;
after significant repairs.

Inspections may assess:

mechanical condition;
cleanliness;
tyres;
brakes;
lighting;
safety equipment;
body damage;
interior condition.

Failure to pass inspection may result in temporary suspension until deficiencies are rectified.

CHAPTER 10 Driver Availability

Driver Partners remain responsible for determining:

when to log onto the Platform;
when to accept bookings;
where to operate within approved service areas.

Nothing in this Agreement obliges the Driver Partner to remain continuously available.

Participation in incentive programmes may require adherence to separate eligibility criteria.

CHAPTER 11 Acceptance of Trips

Driver Partners retain discretion regarding whether to accept individual trip requests, subject to operational expectations communicated by Kopana.

Repeated patterns of unreasonable refusals, discriminatory conduct or conduct that materially undermines service availability may result in performance reviews or removal from incentive programmes. Any corrective measures shall be applied fairly, transparently and consistently.

Driver Partners shall not refuse requests based on unlawful discrimination.

CHAPTER 12 Cancellations

Driver Partners may cancel accepted bookings where there is a legitimate reason, including:

safety concerns;
inability to locate the Passenger after reasonable efforts;
vehicle breakdown;
medical emergency;
fraudulent activity;
unsafe or unlawful Passenger conduct.

Repeated cancellations without reasonable justification may trigger a performance review.

CHAPTER 13 Driver Earnings

Driver Partners shall receive compensation for completed Services in accordance with the earnings model published by Kopana from time to time.

Earnings may comprise:

base fares;
distance-based remuneration;
time-based remuneration;
parcel delivery fees;
waiting time compensation where applicable;
incentive payments;
promotional bonuses;
gratuities paid voluntarily by Passengers.

A detailed statement of earnings shall be made available through the Driver Portal.

CHAPTER 14 Platform Service Fee

In consideration for access to the Platform, technology, payment processing, customer acquisition, support services and associated infrastructure, Kopana shall be entitled to deduct a Platform Service Fee from Driver earnings.

The applicable fee structure shall be communicated transparently and may vary according to:

service category;
geographic region;
promotional programmes;
commercial agreements.

Any material changes to the fee structure shall be communicated in advance and shall apply prospectively.

CHAPTER 15 Driver Performance Management

15.1 Purpose

Kopana maintains a Driver Performance Management Programme to:

promote service excellence;
enhance passenger safety;
encourage professionalism;
identify development opportunities;
maintain public confidence in the Platform.

Performance management is intended to improve service standards and shall not be used as a punitive mechanism except where serious misconduct has occurred.

15.2 Performance Indicators

Driver performance may be assessed using objective and qualitative measures, including:

passenger ratings;
trip acceptance rate;
trip completion rate;
cancellation rate;
punctuality;
safety incidents;
verified complaints;
customer compliments;
compliance with Platform policies;
participation in required training.

No Driver Partner shall be evaluated solely on a single metric where broader context is reasonably available.

15.3 Performance Reviews

Performance reviews may occur:

monthly;
quarterly;
following serious incidents;
where unusual performance trends are identified.

Where performance concerns arise, Kopana will ordinarily communicate the concerns, explain the basis for the review and provide the Driver Partner with an opportunity to respond before any material corrective action is taken, except where immediate action is required to protect safety or comply with legal obligations.

CHAPTER 16 Driver Development Programme

Kopana believes that continuous learning contributes to safer roads, improved customer experiences and stronger commercial outcomes.

Driver Partners may be invited or required to complete training covering:

customer service;
defensive driving;
road safety;
first aid awareness;
parcel handling;
fraud prevention;
cybersecurity awareness;
accessibility;
conflict management;
emergency response.

Completion of certain training modules may be mandatory before access to specialised services or incentive programmes.

CHAPTER 17 Driver Ratings

Passengers may submit ratings following completion of each trip.

Ratings are intended to improve service quality and shall not be used in isolation to determine disciplinary outcomes.

When reviewing ratings, Kopana may consider:

the number of completed trips;
historical performance;
complaint verification;
exceptional circumstances;
evidence submitted by the Driver Partner.

Ratings that are clearly fraudulent, abusive or discriminatory may be removed following investigation.

CHAPTER 18 Driver Incentive Programme

Kopana may offer voluntary incentive programmes to encourage service quality and operational efficiency.

Incentives may be based on:

completed trips;
completed deliveries;
customer satisfaction;
peak-hour participation;
safety performance;
operational reliability;
service quality;
promotional campaigns.

Participation in incentive programmes does not create a contractual entitlement to future incentives.

Kopana reserves the right to amend, suspend or discontinue incentive programmes prospectively, provided reasonable notice is given where practicable.

CHAPTER 19 Safety Management System

Safety is the highest operational priority.

Every Driver Partner shall:

obey all traffic laws;
maintain continuous attention while driving;
refrain from using handheld mobile devices except where permitted by law and safely operated;
avoid fatigued driving;
refrain from operating under the influence of alcohol or prohibited substances;
immediately report serious safety incidents.

No commercial objective shall take precedence over public safety.

Driver Partners retain the authority to decline or discontinue a trip where continuing would present a genuine and reasonable safety risk.

CHAPTER 20 Accident Reporting

Every Driver Partner shall report:

collisions;
vehicle rollovers;
injuries;
fatalities;
damage to third-party property;
significant vehicle damage;
incidents involving emergency services.

Reports shall be submitted as soon as reasonably practicable through the designated reporting channels.

Where appropriate, reports should include:

photographs;
location details;
witness information;
police case numbers (if applicable);
insurance reference numbers;
a factual description of the incident.

Failure to report a material incident without reasonable justification may constitute a breach of this Agreement.

CHAPTER 21 Incident Investigation

Kopana may investigate any incident involving:

passenger safety;
fraud;
violence;
theft;
discrimination;
harassment;
serious complaints;
accidents;
regulatory concerns.

Investigations shall be conducted fairly, impartially and confidentially.

Driver Partners shall be afforded a reasonable opportunity to provide their account of events unless immediate action is necessary to address an urgent safety or legal concern.

CHAPTER 22 Insurance Requirements

Every Driver Partner shall maintain all insurance required by law and any additional insurance specified by Kopana for the relevant service category.

Where evidence of insurance is required, the Driver Partner shall provide current and accurate documentation.

Failure to maintain mandatory insurance may result in immediate suspension from the Platform until satisfactory proof of cover is provided.

Nothing in this Agreement guarantees that Kopana will provide insurance on behalf of Driver Partners unless expressly stated in a separate written policy or programme.

CHAPTER 23 Claims Management

Where an incident gives rise to an insurance claim, Driver Partners shall:

cooperate fully with lawful investigations;
preserve relevant evidence;
provide accurate information;
refrain from making false or misleading statements;
comply with insurer requirements where applicable.

Knowingly submitting fraudulent or exaggerated claims constitutes material misconduct.

CHAPTER 24 Fraud Prevention

Driver Partners shall not:

create duplicate Driver Accounts;
manipulate GPS systems;
falsely complete trips;
collude with Passengers to generate fraudulent earnings;
misuse promotional campaigns;
submit false documentation;
permit unauthorised persons to operate under their Account;
interfere with Platform technology.

Kopana may use automated fraud detection systems, supported by human review where appropriate, to identify unusual activity.

Where credible evidence of fraud exists, Kopana may suspend the Driver Account pending investigation.

CHAPTER 25 Confidentiality

Driver Partners may receive confidential information relating to:

Passengers;
Merchants;
pricing;
business operations;
technology;
Platform processes.

Driver Partners shall:

protect confidential information;
use it only for legitimate Platform purposes;
not disclose it without lawful authority;
immediately report any suspected unauthorised disclosure.

These obligations continue after termination of this Agreement.

CHAPTER 26 Protection of Personal Information

Driver Partners acknowledge that, in performing Services, they may have access to personal information belonging to Passengers, Merchants or other individuals.

Such information shall be:

processed only for legitimate operational purposes;
protected against unauthorised disclosure;
retained only where legally permitted;
handled in accordance with Kopana’s Privacy Policy and applicable data protection legislation.

Unauthorised disclosure, misuse or retention of personal information may result in immediate suspension and, where appropriate, referral to the relevant authorities.

CHAPTER 27 Anti-Bribery & Anti-Corruption

27.1 Zero Tolerance

Kopana adopts a zero-tolerance approach to bribery, corruption, facilitation payments, kickbacks and any form of dishonest commercial conduct.

Every Driver Partner shall conduct business honestly and ethically.

27.2 Prohibited Conduct

Driver Partners shall not:

offer or accept bribes;
pay facilitation payments;
solicit improper benefits;
manipulate trip allocations;
collude with merchants;
influence Platform decisions through improper means;
falsify earnings records;
make false insurance claims.

27.3 Duty to Report

Where a Driver Partner becomes aware of suspected corruption involving:

another Driver Partner;
a Merchant;
a Passenger;
a Kopana employee;
a supplier;

the matter should be reported through the Whistleblower Programme or another approved reporting channel.

Reports made honestly and in good faith will be treated confidentially and investigated appropriately.

CHAPTER 28 Conflicts of Interest

Driver Partners shall disclose any actual or potential conflict that could reasonably influence their ability to provide fair, lawful and professional services.

Examples include:

ownership interests in competing businesses that materially interfere with obligations under this Agreement;
financial interests in suppliers engaged by Kopana;
relationships that could compromise impartiality in investigations or Platform decisions.

Disclosure does not automatically prohibit the activity, but it enables Kopana to assess and manage any associated risks.

CHAPTER 29 Tax Responsibilities

Unless otherwise required by law or by a specific written agreement, Driver Partners are responsible for their own:

income tax;
value-added tax (where applicable);
provisional tax;
business registrations;
accounting records;
statutory filings.

Kopana may provide earnings statements to assist Driver Partners with their tax obligations, but remains responsible only for deductions or reporting obligations expressly imposed on it by law.

Driver Partners are encouraged to obtain independent tax advice.

CHAPTER 30 Intellectual Property

All intellectual property relating to the Platform remains the exclusive property of Kopana or its licensors.

This includes:

software;
applications;
databases;
algorithms;
trademarks;
logos;
designs;
documentation;
operating procedures;
artificial intelligence systems.

Nothing in this Agreement transfers ownership of Kopana’s intellectual property.

30.2 Licence

Kopana grants the Driver Partner a limited, revocable, non-exclusive, non-transferable licence to access and use the Platform solely for providing authorised Services under this Agreement.

The licence terminates automatically upon suspension or termination of this Agreement.

CHAPTER 31 Brand Protection

Driver Partners acknowledge that the Kopana name, logo and branding are valuable corporate assets.

Accordingly, Driver Partners shall not:

modify branding;
create unofficial marketing material;
represent themselves as employees of Kopana unless expressly authorised;
make public statements on behalf of Kopana without written authority.

Approved promotional material supplied by Kopana may be used in accordance with the Brand Guidelines.

CHAPTER 32 Investigations

Kopana may initiate an investigation where there is a reasonable basis to believe that:

this Agreement has been breached;
fraud has occurred;
public safety is at risk;
criminal conduct may have taken place;
regulatory obligations require investigation.

Investigations shall be conducted:

impartially;
confidentially;
with due regard to procedural fairness;
using appropriately trained personnel.

The Driver Partner shall be informed of the general nature of the allegations unless doing so would materially prejudice the investigation or contravene legal obligations.

CHAPTER 33 Temporary Suspension

Kopana may temporarily suspend a Driver Partner where immediate action is reasonably necessary to:

protect passenger safety;
protect Driver safety;
preserve evidence;
prevent fraud;
comply with legal obligations;
prevent serious operational disruption.

Temporary suspension is a precautionary measure and does not, in itself, constitute a finding of misconduct.

Where circumstances permit, Kopana shall provide:

the reason for the suspension;
the expected investigation process;
an opportunity for the Driver Partner to respond.

CHAPTER 34 Permanent Deactivation

Permanent removal from the Platform may occur where there is credible evidence of:

repeated serious misconduct;
violent behaviour;
sexual misconduct;
fraud;
criminal conduct affecting Platform integrity;
persistent safety breaches;
deliberate falsification of records;
unauthorised use of Driver Accounts;
material breaches of this Agreement.

Except where immediate removal is necessary for safety or legal compliance, Kopana will ordinarily:

notify the Driver Partner of the proposed action;
provide a reasonable opportunity to respond;
consider all relevant evidence before making a final decision.

CHAPTER 35 Driver Appeals Tribunal

35.1 Right of Appeal

A Driver Partner whose Account has been permanently deactivated may submit a written appeal within thirty (30) days of receiving the decision.

35.2 Independent Review

Appeals should, where reasonably practicable, be considered by a panel or decision-maker who was not directly involved in the original decision.

The review may consider:

new evidence;
procedural fairness;
proportionality of the decision;
compliance with this Agreement.

35.3 Outcomes

The Appeals Tribunal may:

confirm the decision;
modify the decision;
substitute another appropriate outcome;
reinstate the Driver Partner, with or without conditions;
refer the matter for further investigation.

The outcome shall be communicated with reasons.

CHAPTER 36 Dispute Resolution

The Parties agree that disputes should, where reasonably possible, be resolved efficiently and in good faith.

Accordingly, disputes shall ordinarily proceed through the following stages:

Stage 1

Operational Resolution

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Stage 2

Formal Written Complaint

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Stage 3

Executive Review

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Stage 4

Voluntary Mediation

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Stage 5

Proceedings before a competent court, tribunal or other lawful forum.

Nothing in this Agreement limits any statutory rights available to either Party.

CHAPTER 37 Governing Law

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

Where Services are provided in another jurisdiction, mandatory local legal requirements shall apply to the extent required by law.

CHAPTER 38 Amendment

Kopana may amend this Agreement to reflect:

legislative changes;
regulatory requirements;
technological developments;
operational improvements;
safety enhancements.

Material amendments shall be communicated in advance through appropriate channels.

Unless otherwise required by law, continued participation in the Platform after the effective date constitutes acceptance of the amended Agreement.

CHAPTER 39 Entire Agreement

This Agreement, together with the documents expressly incorporated by reference, constitutes the complete agreement between Kopana and the Driver Partner regarding the provision of Services through the Platform.

It supersedes all previous negotiations, representations and understandings relating to the same subject matter.

SCHEDULE A – DRIVER BILL OF RIGHTS

Every Driver Partner is entitled to:

Be treated with dignity, fairness and respect.
Receive transparent information regarding earnings and applicable fees.
Access clear performance standards.
Be informed of material allegations before permanent adverse action is taken, except where immediate action is required by law or for safety.
Submit evidence during investigations.
Appeal qualifying deactivation decisions.
Receive timely payment for completed Services in accordance with this Agreement.
Work in an environment where safety is prioritised.
Have personal information protected in accordance with applicable law.
Be free from unlawful discrimination.

SCHEDULE B – DRIVER RESPONSIBILITIES

Driver Partners shall:

maintain valid licences and permits;
operate only approved vehicles;
comply with road traffic laws;
treat Passengers professionally;
protect confidential information;
maintain insurance where required;
cooperate with investigations;
report incidents promptly;
uphold the reputation of the Kopana brand.

SCHEDULE C – DRIVER SAFETY PLEDGE

Every Driver Partner participating on the Platform commits to:

placing safety before speed;
complying with all traffic laws;
never driving under the influence of alcohol or prohibited substances;
refusing unsafe instructions or unlawful requests;
reporting hazards promptly;
treating every Passenger with professionalism and respect.