KOPANA T AND C 1

KOPANA ENTERPRISE MANAGEMENT SYSTEM (KEMS)

VOLUME I

BOOK III

ENTERPRISE LEGAL FRAMEWORK

Document Series: LEG-100

Classification: Board Approved Corporate Legal Framework

PART I

GENERAL PLATFORM TERMS & CONDITIONS

Document Number: LEG-TC-001

Version: 1.0

Approved By: Board of Directors

PREAMBLE

These General Platform Terms and Conditions (“Terms”) govern the access to and use of all digital platforms, mobile applications, websites, software, products and services operated by Kopana (Pty) Ltd (“Kopana”, “the Company”, “we”, “our” or “us”).

These Terms constitute a legally binding agreement between Kopana and every person who accesses or uses the Platform.

By registering an account, accessing the Platform, booking a trip, requesting parcel services, engaging a Merchant, accepting a Driver Partner appointment or otherwise using any Kopana service, the User confirms that they have read, understood and agree to be bound by these Terms.

Where legislation confers rights upon a User that cannot lawfully be excluded, these Terms shall be interpreted in a manner consistent with those statutory rights.

CHAPTER 1 Definitions and Interpretation

Unless the context indicates otherwise:

Account means a registered digital profile created to access the Platform.

Applicable Law means all legislation, regulations, subordinate legislation, common law principles and regulatory directives applicable within the Republic of South Africa and any other jurisdiction in which Kopana lawfully operates.

Booking means any request submitted through the Platform for transportation, parcel delivery or any other service offered by Kopana.

Customer means any individual or juristic person requesting or receiving services through the Platform.

Driver Partner means an independent contractor approved by Kopana to provide transportation or delivery services using the Platform.

Merchant means a business registered with Kopana for the provision of goods or services through the Platform.

Parcel means any lawful item accepted for transportation through the Platform, subject to the Prohibited Goods Policy.

Platform means all software, websites, mobile applications, APIs, artificial intelligence systems, communication channels and related technology owned, licensed or operated by Kopana.

Service means any mobility, logistics, technology or ancillary service made available through the Platform.

User means any person who accesses or uses the Platform.

References to the singular include the plural and vice versa, words importing one gender include every gender, and references to natural persons include juristic persons where the context permits.

Headings are inserted for convenience only and do not affect interpretation.

CHAPTER 2 Acceptance of Terms

2.1 Every User is required to accept these Terms before accessing or using the Platform.

2.2 Continued use of the Platform after any amendment to these Terms constitutes acceptance of the amended Terms.

2.3 Users who do not agree to these Terms shall immediately discontinue use of the Platform.

2.4 Acceptance may occur by:

creating an Account;
clicking an “Accept” or equivalent button;
requesting a service;
using any functionality of the Platform;
continuing to use the Platform following publication of updated Terms.

2.5 Electronic acceptance shall constitute a valid signature for all purposes permitted by applicable law.

CHAPTER 3 Eligibility

To create an Account, a User must:

be at least eighteen (18) years of age, or possess the legal capacity required under applicable law;
provide accurate and complete registration information;
not be prohibited by law from using the Services;
not have been permanently suspended from the Platform;
comply with all verification requirements implemented by Kopana.

Kopana reserves the right to refuse or cancel registration where reasonable grounds exist to believe that false information has been supplied or that continued participation presents an unacceptable legal, commercial or safety risk.

CHAPTER 4 User Accounts

Each User shall maintain only one personal Account unless otherwise authorised in writing.

Users shall:

keep login credentials confidential;
promptly notify Kopana of unauthorised access;
maintain accurate personal information;
update contact details when they change.

Users remain responsible for all activity conducted through their Account unless they can demonstrate that such activity resulted from unauthorised access beyond their reasonable control.

Kopana may implement multi-factor authentication or additional security measures where considered appropriate.

CHAPTER 5 Platform Services

Kopana provides technology that facilitates connections between Users and service providers. Depending on the specific service, Kopana may also act as the contracting service provider where this is expressly indicated.

Services may include:

passenger transportation;
parcel delivery;
merchant logistics;
business transport solutions;
subscription services;
payment processing;
digital wallet functionality;
value-added technology services.

The availability of Services may vary by geographic location, demand, regulatory requirements and operational capacity.

CHAPTER 6 User Obligations

Users shall:

act honestly and lawfully;
provide accurate information;
comply with all applicable laws;
treat Drivers, Merchants, employees and other Users with dignity and respect;
refrain from abusive, threatening, discriminatory or violent conduct;
comply with all reasonable safety instructions;
pay all fees lawfully due.

Users shall not:

impersonate another person;
create fraudulent Accounts;
manipulate pricing mechanisms;
interfere with Platform operations;
introduce malware or malicious code;
reverse engineer the Platform except where expressly permitted by law;
use automated scripts, bots or scraping technologies without written authorisation;
engage in any conduct that may compromise the integrity, security or reputation of the Platform.

CHAPTER 7 Electronic Communications

By creating an Account, the User consents to receive electronic communications relating to the Platform, including:

booking confirmations;
receipts;
invoices;
service notifications;
security alerts;
account updates;
legally required notices.

Where consent is required by law for marketing communications, such communications shall only be sent in accordance with the User’s recorded preferences and applicable legislation.

KOPANA ENTERPRISE MANAGEMENT SYSTEM (KEMS)

BOOK III – ENTERPRISE LEGAL FRAMEWORK

PART II

PASSENGER TERMS & CONDITIONS

Document Number: LEG-PTC-001

Version: 1.0

Document Owner: Chief Legal & Governance Officer

Approval Authority: Board of Directors

PREAMBLE

These Passenger Terms and Conditions (“Passenger Terms”) regulate the relationship between Kopana (Pty) Ltd (“Kopana”) and every Passenger who accesses or uses the Passenger Mobility Services offered through the Platform.

These Passenger Terms shall be read together with:

General Platform Terms & Conditions
Privacy Policy
Community Standards
Safety Standards
Payment Terms
Complaint Resolution Policy
Refund Policy

Where any inconsistency exists, these Passenger Terms shall prevail in respect of Passenger Mobility Services.

CHAPTER 1 Nature of the Platform

Kopana provides a technology platform that facilitates mobility services between Passengers and approved Driver Partners.

Unless expressly stated otherwise, Kopana does not guarantee that a Driver Partner will accept every booking request, nor does it guarantee uninterrupted availability of services in every geographic area.

Kopana reserves the right to determine service availability based on operational, legal, safety and commercial considerations.

CHAPTER 2 Passenger Eligibility

A Passenger may register for an Account provided that the Passenger:

is legally capable of entering into a binding agreement;
provides accurate registration information;
completes any required identity verification;
complies with these Passenger Terms.

A Passenger acting on behalf of a juristic person warrants that they possess the necessary authority to bind that entity.

CHAPTER 3 Account Verification

To protect the integrity of the Platform, Kopana may require one or more forms of verification, including:

mobile number verification;
email verification;
government-issued identification;
facial verification;
payment verification;
additional risk-based authentication.

Kopana reserves the right to suspend or limit access where verification requirements are not satisfied.

CHAPTER 4 Booking Requests

A booking request constitutes an invitation to provide transport services.

A booking shall only become binding once:

a Driver Partner has accepted the request; and
confirmation has been communicated through the Platform.

Kopana may decline or cancel booking requests where necessary to protect safety, comply with legal obligations or preserve operational integrity.

CHAPTER 5 Fare Estimates and Pricing

Prior to confirming a booking, the Passenger will ordinarily receive an estimated fare.

The final fare may differ from the estimate due to:

changes in destination;
additional stops;
waiting time;
route deviations requested by the Passenger;
traffic conditions;
toll fees;
dynamic pricing;
regulatory charges.

All applicable charges shall be itemised within the Passenger receipt where reasonably practicable.

CHAPTER 6 Dynamic Pricing

To maintain service availability during periods of increased demand, Kopana may implement dynamic pricing.

Dynamic pricing may be influenced by:

demand;
driver availability;
weather conditions;
public events;
road closures;
emergencies;
geographic demand patterns.

Where dynamic pricing applies, the Passenger shall be informed before confirming the booking.

CHAPTER 7 Payment Obligations

Passengers agree to pay:

the applicable fare;
authorised waiting charges;
toll fees where applicable;
authorised cleaning fees;
cancellation fees;
additional charges lawfully incurred in accordance with these Terms.

Payment may be processed through approved electronic payment methods.

Failure to make payment may result in suspension of the Passenger Account.

CHAPTER 8 Cancellations

Passengers may cancel a booking before the Driver Partner arrives.

Cancellation charges may apply where:

the Driver Partner has already commenced travel to the pickup location;
the Driver Partner has arrived and waited beyond the permitted waiting period;
repeated abusive cancellations occur.

Cancellation fees shall be proportionate and transparently disclosed.

CHAPTER 9 Waiting Time

Driver Partners are expected to wait for a reasonable period after arriving at the pickup location.

If the Passenger is not available within the prescribed waiting period:

the Driver Partner may cancel the booking;
waiting charges may accrue;
cancellation fees may apply.

The applicable waiting period shall be published within the Platform and may vary by service category.

CHAPTER 10 Passenger Conduct

Passengers shall:

wear seatbelts where legally required;
comply with lawful instructions relating to safety;
treat Driver Partners with dignity and respect;
refrain from abusive language;
avoid discriminatory conduct;
avoid threatening behaviour;
avoid conduct that places any person at risk.

Passengers shall not:

consume illegal substances during a trip;
carry prohibited weapons contrary to applicable law;
intentionally damage vehicles;
interfere with the Driver Partner’s safe operation of the vehicle;
smoke or vape where prohibited by law or platform policy.

Material breaches of this Chapter may result in immediate suspension or permanent removal from the Platform.

CHAPTER 11 Passenger Safety

Passenger safety is a shared responsibility between Kopana, Driver Partners and Passengers.

Passengers are encouraged to:

verify the vehicle registration and Driver Partner details before entering the vehicle;
remain attentive throughout the journey;
report unsafe conduct promptly through the Platform;
utilise available emergency assistance features where appropriate.

Kopana may suspend any Driver Partner or Passenger pending investigation of serious safety allegations.

CHAPTER 12 Lost Property

Driver Partners are independent contractors and remain responsible for property found in their vehicles.

Where a Passenger reports lost property:

the report shall be logged through the Platform;
Kopana shall facilitate communication with the Driver Partner where appropriate;
reasonable efforts shall be made to assist in the recovery of the property.

Kopana does not guarantee the recovery of lost property and shall not be liable for items left unattended, except where liability arises under applicable law.

CHAPTER 13 Ratings and Reviews

Passengers and Driver Partners may submit ratings and reviews following the completion of a trip.

Ratings must be:

honest;
respectful;
based on actual experiences;
free from defamatory, discriminatory or abusive content.

Kopana reserves the right to remove ratings or reviews that breach these standards.

CHAPTER 14 Complaints and Dispute Resolution

Passengers may lodge complaints through the Platform or designated customer support channels.

Every complaint shall be:

acknowledged;
assigned a reference number;
investigated impartially;
resolved within reasonable timeframes where possible;
communicated to the Passenger with reasons for the outcome.

Nothing in these Terms limits a Passenger’s statutory rights to seek relief through competent authorities or courts where applicable.

CHAPTER 15 Accessibility & Assisted Travel

15.1 Commitment

Kopana is committed to making its Platform reasonably accessible and inclusive. We strive to provide transportation services that accommodate the diverse needs of our passengers, subject to operational capability and applicable law.

15.2 Assistance

Passengers requiring reasonable assistance are encouraged to indicate their needs when making a booking where such functionality is available.

Examples include:

mobility assistance;
visual impairment assistance;
hearing impairment assistance;
additional boarding time;
assistance with mobility aids.

While Kopana will make reasonable efforts to facilitate these requests, availability cannot be guaranteed unless a specialised service has been expressly confirmed.

15.3 Service Animals

Certified service animals accompanying a Passenger shall be accommodated where required by law.

Driver Partners may not refuse transportation solely because a Passenger is accompanied by a lawful service animal, except where refusal is legally justified due to safety, health or other exceptional circumstances.

Pets that are not recognised as service animals may only travel in accordance with Kopana’s Pet Transport Policy.

CHAPTER 16 Child Safety

Passengers travelling with minors remain responsible for ensuring compliance with all applicable road traffic legislation.

Passengers shall ensure that:

children are appropriately supervised;
legally required child restraint systems are used where applicable;
minors are collected at the correct destination.

Kopana reserves the right to refuse transportation where the safety of a child may be compromised.

CHAPTER 17 Health & Safety

Passengers acknowledge that transportation inherently involves certain risks.

Passengers shall:

enter and exit vehicles safely;
comply with lawful safety instructions;
avoid distracting the Driver Partner;
immediately report emergencies.

Where a Passenger reasonably believes that continuing a journey would place any person in danger, the Passenger should notify emergency services where appropriate and report the matter to Kopana as soon as reasonably practicable.

CHAPTER 18 Prohibited Conduct

To maintain a safe and respectful platform, the following conduct is strictly prohibited:

violence or threats of violence;
harassment;
intimidation;
discrimination;
hate speech;
sexual harassment;
criminal conduct;
intentional damage to vehicles;
theft;
attempted fraud;
misuse of emergency features;
possession of unlawful items;
carrying hazardous substances without prior approval;
interference with Platform technology.

Material breaches may result in immediate suspension while an investigation is conducted.

CHAPTER 19 Fraud Prevention

Passengers shall not:

create multiple fraudulent Accounts;
use stolen payment instruments;
submit false complaints;
manipulate promotions;
abuse referral programmes;
falsify identity;
intentionally exploit software defects;
participate in organised fraud.

Kopana may use automated fraud detection systems to identify suspicious activity.

Where fraud is reasonably suspected, Kopana may:

suspend the Account;
delay payments or refunds;
require additional verification;
refer the matter to law enforcement.

CHAPTER 20 Passenger Indemnity

To the fullest extent permitted by law, the Passenger agrees to indemnify and hold harmless Kopana, its directors, officers, employees and authorised representatives against any loss, damage, claim, liability or expense arising directly from:

the Passenger’s unlawful conduct;
breach of these Terms;
intentional misconduct;
negligent acts or omissions;
misuse of the Platform;
infringement of third-party rights.

This indemnity does not exclude liability arising from Kopana’s own gross negligence, fraud or any liability that cannot lawfully be excluded.

CHAPTER 21 Limitation of Liability

Nothing in these Terms seeks to exclude or limit liability where such exclusion or limitation would be unlawful.

Subject to applicable law, Kopana shall not be liable for indirect or consequential loss, including:

loss of profit;
loss of business opportunity;
reputational harm;
emotional distress unrelated to physical injury;
loss arising from circumstances beyond Kopana’s reasonable control.

Where liability is established, compensation shall be limited to losses that are reasonably foreseeable and directly attributable to the proven breach.

CHAPTER 22 Force Majeure

Neither Kopana nor the Passenger shall be liable for failure or delay in performing obligations where such failure results from events beyond reasonable control.

These events may include:

natural disasters;
floods;
severe weather;
fires;
war;
terrorism;
civil unrest;
strikes;
government restrictions;
widespread telecommunications failures;
cyberattacks of an exceptional nature;
pandemics or public health emergencies.

The affected party shall notify the other party as soon as reasonably practicable where performance is materially affected.

CHAPTER 23 Privacy & Data Protection

Kopana processes personal information in accordance with its Privacy Policy and applicable data protection legislation.

Information collected may include:

identity information;
contact details;
booking history;
payment information;
location data;
device information;
customer support records;
safety reports.

Personal information shall be processed only for lawful purposes, including:

providing services;
preventing fraud;
improving platform functionality;
complying with legal obligations;
protecting passengers and Driver Partners.

Further information regarding data processing, retention periods and Passenger rights is contained in the Privacy Policy.

CHAPTER 24 Intellectual Property

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

This includes:

software;
source code;
trademarks;
logos;
graphics;
databases;
algorithms;
artificial intelligence systems;
documentation;
content.

Passengers receive only a limited, revocable, non-exclusive and non-transferable licence to use the Platform for its intended purpose.

No intellectual property rights are transferred by virtue of these Terms.

CHAPTER 25 Suspension & Termination

Kopana may suspend or terminate a Passenger Account where there are reasonable grounds to believe that the Passenger has:

breached these Terms;
committed fraud;
endangered safety;
abused Platform functionality;
engaged in criminal conduct;
repeatedly violated Community Standards;
failed to satisfy verification requirements.

Except in cases requiring immediate action for safety, security or legal compliance, Kopana will generally provide the Passenger with notice of the reason for the suspension and, where appropriate, an opportunity to respond.

CHAPTER 26 Appeals Process

A Passenger whose Account has been suspended or terminated may submit a written appeal within thirty (30) days of notification.

The appeal shall:

identify the decision being challenged;
provide supporting information;
state the outcome sought.

Appeals shall be reviewed by an independent decision-maker who was not directly involved in the original decision wherever reasonably practicable.

The outcome shall be communicated with reasons.

CHAPTER 27 Consumer Protection

27.1 Consumer Rights

Nothing contained in these Passenger Terms shall be interpreted as limiting, excluding or waiving any rights afforded to Passengers under applicable consumer protection legislation where such rights cannot lawfully be excluded.

Kopana recognises every Passenger’s right to:

fair and honest dealing;
transparent pricing;
accurate information;
safe and reliable services;
fair complaint resolution;
protection of personal information;
lawful cancellation rights where applicable.

27.2 Fair Dealing

Kopana undertakes to conduct business in accordance with the principles of:

good faith;
fairness;
transparency;
accountability;
responsible corporate citizenship.

The Company shall not knowingly engage in misleading, deceptive or unfair commercial practices.

27.3 Refunds

Refund requests shall be assessed fairly and consistently.

Refunds may be granted where:

incorrect charges were processed;
duplicate payments occurred;
services were not delivered as agreed;
technical failures materially affected the booking;
applicable legislation requires reimbursement.

Refunds shall ordinarily be processed using the original payment method unless otherwise agreed or required by law.

CHAPTER 28 Electronic Records & Digital Evidence

Passengers acknowledge that electronic records maintained by Kopana may constitute admissible evidence of transactions, including:

booking requests;
booking confirmations;
GPS location data;
timestamps;
electronic communications;
payment records;
support interactions;
photographs;
incident reports;
safety alerts;
audit logs.

Kopana shall retain such records in accordance with its Records Management Policy and applicable legal requirements.

CHAPTER 29 Artificial Intelligence & Automated Decision-Making

Kopana may utilise artificial intelligence, machine learning and automated systems to support the operation of the Platform.

Such systems may assist with:

driver matching;
fraud detection;
pricing optimisation;
route optimisation;
customer support;
risk management;
service recommendations.

Material decisions that significantly affect Passenger rights, such as permanent account termination, shall incorporate appropriate human oversight before becoming final, unless immediate action is required to protect safety, security or comply with legal obligations.

CHAPTER 30 Cybersecurity

Passengers acknowledge that cybersecurity is a shared responsibility.

Passengers shall:

maintain secure passwords;
protect their devices;
report suspected unauthorised access;
avoid sharing verification codes;
exercise reasonable caution when responding to communications claiming to originate from Kopana.

Kopana shall implement reasonable technical and organisational measures to safeguard the integrity, confidentiality and availability of Platform systems and user information.

CHAPTER 31 Third-Party Services

Certain Platform functionality may be provided by independent third parties, including:

payment processors;
mapping providers;
communication providers;
identity verification providers;
cloud service providers.

Where third-party services are used, those providers remain subject to their own contractual terms and privacy obligations.

Kopana shall exercise reasonable care in selecting reputable providers but cannot guarantee the uninterrupted performance of third-party systems outside its control.

CHAPTER 32 Insurance

Kopana may maintain insurance arrangements appropriate to the nature of its operations.

The existence of insurance does not create additional contractual rights in favour of Passengers unless expressly stated in writing.

Passengers are encouraged to maintain appropriate personal insurance for risks not assumed by Kopana or the Driver Partner.

CHAPTER 33 Notices

Any notice required under these Terms may be delivered by:

electronic mail;
in-application notification;
SMS;
registered post;
publication within the Platform;
any other legally recognised communication method.

A notice shall be deemed received:

immediately upon successful in-app delivery;
upon successful transmission of an electronic communication unless evidence indicates otherwise;
within the ordinary course of postal delivery where sent by registered mail.

Passengers remain responsible for maintaining accurate contact information.

CHAPTER 34 Amendments

Kopana reserves the right to amend these Passenger Terms from time to time.

Material amendments shall be communicated through reasonable means, including:

email;
Platform notifications;
website publication.

Where required by law, amendments affecting existing contractual rights shall only become effective after the applicable notice period or upon the Passenger’s acceptance.

Continued use of the Platform after the effective date constitutes acceptance of the revised Terms, subject to any non-waivable statutory rights.

CHAPTER 35 Governing Law

These Passenger Terms shall be governed by and interpreted in accordance with the laws of the Republic of South Africa.

Where Kopana operates in other jurisdictions, mandatory local legal requirements shall apply to the extent required by law.

CHAPTER 36 Dispute Resolution

Kopana encourages the prompt resolution of disputes through good-faith engagement.

Accordingly, disputes shall ordinarily proceed through the following stages:

Stage 1

Customer Support Resolution

↓

Stage 2

Formal Internal Review

↓

Stage 3

Executive Complaint Review

↓

Stage 4

Mediation (where appropriate)

↓

Stage 5

Referral to a competent court, tribunal or statutory body.

Nothing in these Terms prevents a Passenger from exercising any statutory right to approach a court, ombud, regulator or other competent authority.

CHAPTER 37 Severability

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

The remaining provisions shall remain valid and enforceable.

CHAPTER 38 Waiver

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

A waiver shall only be effective if:

made in writing;
signed by an authorised representative;
expressly identifies the right being waived.

A single waiver shall not constitute a continuing waiver.

CHAPTER 39 Assignment

Passengers may not assign or transfer their rights or obligations under these Passenger Terms without Kopana’s prior written consent.

Kopana may assign or transfer its rights and obligations:

as part of a merger;
corporate restructuring;
sale of business;
succession;
financing transaction,

provided that such transfer does not unlawfully prejudice the Passenger’s rights.

CHAPTER 40 Entire Agreement

These Passenger Terms, together with the documents expressly incorporated by reference, constitute the entire agreement between Kopana and the Passenger regarding Passenger Mobility Services.

They supersede all prior understandings, negotiations, representations and agreements relating to the same subject matter.

SCHEDULE A – PASSENGER BILL OF RIGHTS

Every Passenger using the Kopana Platform is entitled to:

Be treated with dignity and respect.
Travel in a reasonably safe vehicle operated by an approved Driver Partner.
Receive transparent pricing before confirming a booking.
Access fair complaint and dispute resolution processes.
Have personal information protected in accordance with applicable law.
Be informed of material changes affecting booked services.
Report safety concerns without fear of retaliation.
Expect courteous and professional conduct from Driver Partners and Kopana personnel.
Receive receipts and transaction records.
Exercise all rights available under applicable consumer protection legislation.

SCHEDULE B – PASSENGER RESPONSIBILITIES

Passengers are expected to:

provide accurate information;
pay applicable charges;
comply with lawful safety requirements;
treat others respectfully;
refrain from unlawful conduct;
safeguard their Account credentials;
report fraudulent activity promptly;
comply with Community Standards.

SCHEDULE C – PASSENGER SAFETY CHARTER

Kopana commits to fostering a culture where safety is prioritised through:

verified Driver Partners;
identity verification processes;
emergency assistance features;
incident reporting mechanisms;
continuous driver monitoring;
safety education;
technology-enabled risk management.

Passengers, Driver Partners and Kopana each share responsibility for maintaining a safe and respectful environment.