KOPANA Master agreement 1

KOPANA ENTERPRISE MANAGEMENT SYSTEM (KEMS)

BOOK III – ENTERPRISE LEGAL FRAMEWORK

PART V

MASTER CUSTOMER AGREEMENT

Document Number: LEG-MCA-001

Classification: Commercial Agreement

Version: 1.0

Status: Board Approved

Applies To:

• Passenger Services
• Parcel Delivery Services
• Marketplace Services
• Future Digital Services
• Merchant Services (where applicable)
• Any other consumer-facing Kopana Platform services

PREAMBLE

This Master Customer Agreement (“Agreement”) governs the legal relationship between Kopana (Pty) Ltd (“Kopana”) and every Customer who registers for, accesses or uses the Kopana Platform.

By creating an Account, accessing the Platform or using any Kopana Service, the Customer agrees to be legally bound by:

• this Master Customer Agreement;
• the Corporate Contract Code (LEG-CCC-001);
• the Privacy Policy;
• the Community Standards;
• any applicable Service-Specific Terms;
• all mandatory legal requirements.

This Agreement establishes the general rights and obligations applicable to all Customers irrespective of the specific Service utilised.

CHAPTER 1

Purpose

The purpose of this Agreement is to:

• establish a clear contractual relationship between Kopana and the Customer;
• ensure fair and transparent use of the Platform;
• protect the rights of Customers;
• define responsibilities;
• promote trust and safety;
• provide a consistent legal framework across all Kopana Services.

CHAPTER 2

Eligibility

To use the Platform, a Customer must:

• have legal capacity to enter into a binding agreement;
• provide accurate registration information;
• maintain a valid Account;
• comply with applicable laws;
• accept these Terms.

Where a Service is restricted by age or law, the Customer confirms that they meet the applicable requirements.

CHAPTER 3

Customer Account

Customers are responsible for:

• maintaining accurate personal information;
• safeguarding login credentials;
• protecting authentication devices;
• promptly notifying Kopana of unauthorised access;
• ensuring payment information remains current where required.

The Customer remains responsible for activity conducted through their Account unless they can demonstrate that such activity resulted from unauthorised access despite taking reasonable security precautions.

CHAPTER 4

Platform Services

Kopana provides technology that enables Customers to access a range of mobility, logistics and digital services.

Available Services may include:

• passenger transportation;
• parcel delivery;
• document delivery;
• scheduled transport;
• courier services;
• business logistics;
• future digital marketplace offerings;
• other services introduced by Kopana from time to time.

Availability may vary by location, operating hours and service category.

CHAPTER 5

Customer Responsibilities

Every Customer shall:

• provide accurate booking information;
• behave respectfully toward Drivers, Merchants and other users;
• pay applicable charges;
• comply with Community Standards;
• avoid misuse of the Platform;
• report fraudulent or unsafe activity;
• comply with lawful instructions relating to safety.

Customers shall not use the Platform for any unlawful or prohibited purpose.

CHAPTER 6

Prohibited Conduct

Customers shall not:

• engage in fraud or attempted fraud;
• create multiple Accounts to circumvent Platform restrictions;
• submit false information;
• harass, threaten or abuse Drivers, Merchants or Kopana personnel;
• transport or request the transport of unlawful goods;
• misuse promotions;
• interfere with Platform functionality;
• attempt unauthorised access to Platform systems.

Serious or repeated breaches may result in suspension or termination of the Customer Account.

CHAPTER 7

Pricing and Payments

The Customer agrees to pay all applicable charges associated with the Services selected.

Where applicable, pricing may include:

• base service charges;
• distance-based charges;
• time-based charges;
• waiting fees;
• cancellation fees;
• service charges;
• tolls;
• statutory taxes.

Pricing presented before confirmation is an estimate unless expressly stated to be fixed.

Final charges may differ where additional services are requested or where circumstances affecting the Service arise.

CHAPTER 8

Electronic Payments

Payments may be processed through approved payment providers.

The Customer authorises Kopana to process:

• service fees;
• applicable taxes;
• authorised adjustments;
• refunds where applicable.

Kopana does not store full payment card details except where permitted by applicable payment security standards.

CHAPTER 9

Customer Safety

Kopana is committed to maintaining a safe environment for all Platform users.

Customers are expected to:

• wear seatbelts where required;
• follow reasonable safety instructions;
• avoid distracting Drivers;
• report unsafe conduct;
• use emergency features responsibly.

Safety concerns should be reported immediately through the designated reporting channels.

CHAPTER 10

Service Availability

While Kopana aims to provide reliable access to the Platform, uninterrupted availability cannot be guaranteed.

Services may be affected by:

• weather conditions;
• network failures;
• traffic incidents;
• maintenance;
• force majeure events;
• regulatory restrictions.

Kopana will use reasonable efforts to restore services as soon as practicable following disruptions.

CHAPTER 11

Customer Support

Kopana provides customer support to assist with:

• bookings;
• payments;
• refunds;
• complaints;
• technical issues;
• lost property;
• account enquiries;
• safety reports.

Support requests shall be handled in accordance with the Customer Care Policy and Service Level Standards adopted by Kopana.

CHAPTER 12

Customer Feedback

Kopana encourages Customers to provide honest and constructive feedback regarding:

• Drivers;
• Merchants;
• Platform functionality;
• customer service;
• safety;
• overall experience.

Feedback assists Kopana in improving service quality and maintaining operational standards.

Knowingly false, malicious or abusive feedback is prohibited.

CHAPTER 13

Lost Property

Where property is left in a Driver’s vehicle or otherwise associated with a Service:

• Customers should report the loss promptly through the Platform.
• Kopana will facilitate communication with the relevant Driver or service provider where appropriate.
• Recovery of lost property cannot be guaranteed.

Reasonable handling or delivery charges may apply if the return of the item requires additional travel or administrative effort.

CHAPTER 14

Privacy & Protection of Personal Information

14.1 Commitment

Kopana recognises that personal information is entrusted to the Company and undertakes to process such information lawfully, responsibly and securely.

All processing of personal information shall comply with:

• the Protection of Personal Information Act, 2013 (POPIA);
• applicable data protection legislation in jurisdictions where Kopana operates;
• Kopana’s Privacy Policy.

14.2 Information Collected

Depending on the Services utilised, Kopana may collect:

• identification information;
• contact information;
• payment information;
• location information;
• booking history;
• communication records;
• device information;
• account activity;
• customer support interactions.

Collection is limited to information reasonably necessary for providing Services, meeting legal obligations or improving Platform functionality.

14.3 Customer Rights

Subject to applicable law, Customers may:

• request access to personal information;
• request correction of inaccurate information;
• object to certain processing activities where legally permitted;
• request deletion where applicable;
• withdraw consent where processing is consent-based;
• lodge complaints with the relevant supervisory authority.

CHAPTER 15

Confidentiality

Both Kopana and the Customer shall respect confidential information obtained during the course of the contractual relationship.

Customers shall not disclose confidential operational information relating to:

• security procedures;
• fraud prevention systems;
• proprietary technology;
• internal investigations;
• pricing methodologies not publicly disclosed.

These obligations do not prevent disclosures:

• required by law;
• ordered by a court;
• authorised in writing by the relevant Party.

CHAPTER 16

Intellectual Property

All intellectual property associated with the Platform remains the exclusive property of Kopana or its licensors.

This includes:

• trademarks;
• logos;
• software;
• databases;
• graphics;
• artificial intelligence systems;
• algorithms;
• documentation;
• designs;
• content.

Nothing in this Agreement transfers ownership of intellectual property to the Customer.

16.2 Limited Licence

Subject to compliance with this Agreement, Kopana grants the Customer a limited, revocable, non-exclusive, non-transferable licence to access and use the Platform solely for personal or authorised business purposes.

The Customer shall not:

• reverse engineer the Platform except where permitted by law;
• copy proprietary software;
• remove copyright notices;
• create derivative works without written authorisation.

CHAPTER 17

Artificial Intelligence & Automated Services

Kopana may utilise artificial intelligence and automated technologies to improve:

• customer support;
• fraud detection;
• pricing optimisation;
• route planning;
• service recommendations;
• risk management;
• operational efficiency.

Where automated processing materially affects Customer rights, Kopana will implement appropriate oversight and review processes consistent with applicable law.

CHAPTER 18

Cybersecurity

Kopana implements reasonable technical and organisational measures to protect Platform systems.

Customers also share responsibility by:

• maintaining secure passwords;
• protecting authentication devices;
• avoiding credential sharing;
• reporting suspected unauthorised access promptly;
• exercising caution regarding phishing or fraudulent communications.

CHAPTER 19

Fraud Prevention

Customers shall not engage in fraudulent conduct including:

• identity fraud;
• payment fraud;
• promotion abuse;
• account sharing for improper purposes;
• false claims;
• chargeback abuse;
• manipulation of referral programmes;
• collusion with Drivers or Merchants.

Kopana may investigate suspected fraud using technology-assisted detection supported by appropriate human review where necessary.

Verified fraudulent activity may result in:

• account suspension;
• permanent termination;
• recovery of losses where legally permissible;
• referral to law enforcement authorities.

CHAPTER 20

Suspension of Services

Kopana may temporarily suspend access to the Platform where reasonably necessary to:

• investigate suspected misconduct;
• protect customer safety;
• prevent fraud;
• comply with legal obligations;
• preserve evidence;
• respond to cybersecurity threats.

Temporary suspension is precautionary and does not imply wrongdoing.

Where circumstances permit, Kopana will inform the Customer of:

• the reason for the suspension;
• the expected review process;
• available avenues for providing additional information.

CHAPTER 21

Termination of Customer Account

Kopana may terminate a Customer Account where there is credible evidence of:

• repeated serious breaches of this Agreement;
• violent or abusive conduct;
• fraud;
• criminal misuse of the Platform;
• persistent non-payment;
• repeated threats to Driver or public safety;
• unlawful activity conducted through the Platform.

Except where immediate action is required to protect safety, security or comply with legal obligations, Kopana will ordinarily notify the Customer of the proposed termination and provide a reasonable opportunity to respond.

CHAPTER 22

Consumer Protection

Nothing contained in this Agreement limits or excludes any rights afforded to Customers under mandatory consumer protection legislation.

Kopana commits to:

• transparent pricing;
• fair complaint handling;
• honest advertising;
• responsible business conduct;
• accessible customer support;
• fair contractual practices.

Where a conflict exists between this Agreement and mandatory consumer protection legislation, the legislation shall prevail to the extent of the inconsistency.

CHAPTER 23

Limitation of Liability

Kopana provides technology that facilitates connections between Customers and independent service providers or other authorised participants, depending on the Service.

To the fullest extent permitted by law:

• Kopana is not liable for indirect or consequential loss arising from the use of the Platform;
• liability for direct loss shall be limited where lawfully permissible and proportionate to the nature of the Service;
• nothing in this Agreement excludes liability for fraud, wilful misconduct, gross negligence or any liability that cannot lawfully be excluded.

Any limitations in this Chapter are subject to applicable consumer protection legislation.

CHAPTER 24

Indemnity

The Customer agrees to indemnify Kopana against losses arising directly from the Customer’s:

• unlawful conduct;
• fraudulent activity;
• material breach of this Agreement;
• infringement of third-party rights;
• misuse of the Platform.

This indemnity does not apply where the loss results from Kopana’s own unlawful conduct, gross negligence or other liability that cannot lawfully be excluded.

CHAPTER 25

Force Majeure

Neither Party shall be liable for delays or failures in performance caused by events beyond their reasonable control, including:

• natural disasters;
• severe weather;
• floods;
• fire;
• pandemics;
• war;
• terrorism;
• labour disruptions not caused by the affected Party;
• widespread telecommunications failures;
• governmental restrictions.

The affected Party shall take reasonable steps to mitigate the impact of the event and resume performance as soon as reasonably practicable.

CHAPTER 26

Complaints Management

26.1 Commitment

Kopana is committed to resolving complaints promptly, fairly and transparently.

Every Customer has the right to have complaints considered objectively and without retaliation.

26.2 Complaint Channels

Complaints may be submitted through:

• the Kopana Mobile Application;
• the Customer Portal;
• email;
• telephone support;
• live chat;
• any other approved communication channel.

26.3 Complaint Handling

Each complaint shall, where reasonably practicable:

• receive an acknowledgement;
• be allocated a reference number;
• be investigated objectively;
• receive an appropriate response;
• be concluded within reasonable timeframes.

Where additional time is required, Kopana shall keep the Customer informed of the progress of the investigation.

CHAPTER 27

Customer Appeals

Where a Customer believes that Kopana has incorrectly:

• suspended an Account;
• terminated an Account;
• declined a refund;
• restricted access to Services;
• made another material decision affecting the Customer,

the Customer may request an internal review.

Appeals shall ordinarily be considered by a reviewer who was not responsible for the original decision, where reasonably practicable.

The reviewer may:

• uphold the original decision;
• amend the decision;
• overturn the decision;
• refer the matter for further investigation.

CHAPTER 28

Electronic Communications

The Customer agrees that Kopana may communicate electronically regarding:

• bookings;
• receipts;
• invoices;
• account notifications;
• security alerts;
• policy updates;
• legal notices;
• promotional communications where consent has been provided or where otherwise permitted by law.

Customers remain responsible for maintaining accurate contact details.

CHAPTER 29

Notices

Formal notices under this Agreement may be delivered by:

• email;
• in-app notification;
• SMS;
• registered post;
• courier;
• publication within the Platform where legally appropriate.

A notice shall be deemed received in accordance with the notice provisions contained in the Corporate Contract Code unless otherwise required by applicable law.

CHAPTER 30

Amendments

Kopana may amend this Agreement from time to time in order to:

• comply with legislative changes;
• implement regulatory requirements;
• improve customer protection;
• enhance Platform functionality;
• improve security;
• introduce new Services.

Material amendments shall be communicated before taking effect.

Where required by law, continued use of the Platform shall only constitute acceptance after appropriate notice has been provided.

CHAPTER 31

Governing Law

This Agreement shall be governed by the laws of the Republic of South Africa.

Where Services are provided within another jurisdiction, mandatory provisions of local law shall apply where legally required.

CHAPTER 32

Dispute Resolution

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

Accordingly, disputes shall ordinarily proceed through the following process:

Stage 1

Customer Support Resolution

↓

Stage 2

Formal Complaint

↓

Stage 3

Customer Appeals Review

↓

Stage 4

Voluntary Mediation

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Stage 5

Proceedings before a competent court, tribunal, ombud or statutory authority.

Nothing in this Agreement limits any statutory rights available to Customers under applicable law.

CHAPTER 33

Severability

If any provision of this Agreement is declared unlawful, invalid or unenforceable by a competent court or authority, only that provision shall be severed to the extent necessary.

The remaining provisions shall continue in full force and effect.

CHAPTER 34

No Waiver

No failure or delay by Kopana in exercising any contractual right shall constitute a waiver.

Any waiver shall:

• be in writing;
• be signed by an authorised representative;
• clearly identify the right being waived.

A waiver on one occasion shall not constitute a continuing waiver.

CHAPTER 35

Assignment

Customers may not assign or transfer their rights or obligations under this Agreement without Kopana’s prior written consent.

Kopana may assign or transfer its rights and obligations as part of:

• a merger;
• acquisition;
• business restructuring;
• financing transaction;
• sale of business,

provided that such assignment does not unlawfully prejudice the Customer’s rights.

CHAPTER 36

Entire Agreement

This Agreement, together with:

• the Corporate Contract Code;
• the Privacy Policy;
• Community Standards;
• Service-Specific Terms;
• any schedules expressly incorporated,

constitutes the entire agreement between Kopana and the Customer regarding the use of the Platform.

SCHEDULE A

CUSTOMER BILL OF RIGHTS

Every Customer using the Kopana Platform is entitled to:

1. Be treated with dignity, courtesy and respect.
2. Access transparent pricing before confirming a booking.
3. Receive clear information regarding Services.
4. Expect reasonable standards of safety.
5. Have personal information protected in accordance with applicable law.
6. Receive fair complaint handling.
7. Appeal qualifying decisions affecting their Account.
8. Access secure payment systems.
9. Be free from unlawful discrimination.
10. Exercise all rights available under applicable consumer protection legislation.

SCHEDULE B

CUSTOMER RESPONSIBILITIES

Every Customer shall:

• provide truthful information;
• maintain accurate Account details;
• pay all applicable charges;
• treat Drivers and Merchants respectfully;
• comply with Community Standards;
• obey applicable laws;
• protect Account credentials;
• report safety concerns promptly;
• avoid misuse of the Platform;
• use Services responsibly.

SCHEDULE C

CUSTOMER SERVICE CHARTER

Kopana commits to providing customer service that is:

• Professional
• Accessible
• Fair
• Responsive
• Respectful
• Transparent
• Solution-focused
• Consistent

Our service standards are built upon the following commitments:

• We will listen before we decide.
• We will investigate before we conclude.
• We will communicate clearly and honestly.
• We will acknowledge our mistakes and correct them where appropriate.
• We will treat every Customer with dignity and respect.
• We will continuously improve our services based on feedback and measurable outcomes.

SCHEDULE D

KOPANA CUSTOMER EXPERIENCE PROMISE

Kopana exists to connect people, businesses and communities through safe, reliable and technology-driven mobility and logistics solutions.

Every Customer interaction should reflect our enterprise values:

• Trust in every transaction.
• Safety in every journey.
• Transparency in every decision.
• Innovation in every service.
• Respect for every individual.
• Accountability in every action.

These principles guide not only the interpretation of this Agreement but also the conduct of every Kopana employee, Driver Partner, Merchant Partner and authorised representative.