TOGOTRANSFER CARRIER LICENSE & MARKETPLACE SERVICES AGREEMENT

This Agreement is entered into electronically and is accepted by checking the relevant acceptance box during registration or use of the Service and shall have the legal effect of written acceptance.

Version 2
Effective Date: 1 October 2026

This Carrier License Agreement and Marketplace Services Agreement (the “Agreement”) is entered into electronically between To Go Transfer FZ LLC, Fujairah, United Arab Emirates (“ToGoTransfer”, the “Company”, the “Licensor” or the “Platform Owner”), and a carrier, transport company, driver, individual entrepreneur, sole proprietor or other legally authorized transportation service provider registered on or using the ToGoTransfer Platform (the “Carrier” or the “Licensee”).

By completing registration, electronically accepting this Agreement, checking the relevant acceptance box, submitting an Offer, accepting or performing a Booking, or otherwise using the Platform after access has been provided, the Carrier confirms that it has read, understood and accepted this Agreement.

1. GENERAL PROVISIONS

1.1. Company

To Go Transfer FZ LLC, License No. 19520/2025, TRN No. 104934145400001, Fujairah Creative City — Media Free Zone, P.O. Box 4422, Fujairah, United Arab Emirates, email: info@togotransfer.com, operates and owns the online technology platform and marketplace ToGoTransfer, accessible through ToGoTransfer.com, its subdomains, websites, mobile applications, APIs, software, databases and related digital services (collectively, the “Platform”).

1.2. Carrier

“Carrier” means a legal entity, individual entrepreneur, sole proprietor, licensed transportation company, Driver or other legally authorized transportation service provider that registers on the Platform and independently provides transportation services to Passengers.

1.3. Agreement

This Agreement governs the Carrier’s access to and use of the Platform, participation in the ToGoTransfer marketplace, use of Platform services, obligations towards Passengers, payment processing, settlements, payouts, fees, cancellations, service failures and other transactions conducted through the Platform.

1.4. Current Version

This Version 2 shall enter into force on 1 October 2026 and replaces previous versions of the Carrier License Agreement, except where a specific provision of a previous version must continue to apply to a transaction already completed or previously entered into.

1.5. Amendments

ToGoTransfer may amend this Agreement, the Platform Rules, operational policies, payment rules, cancellation rules and other documents incorporated by reference.

Material changes will generally be communicated through the Platform, the Carrier Account and/or the Carrier’s registered email address before they become applicable to future transactions, where required by applicable law.

Unless mandatory law requires otherwise, amendments shall not have retroactive effect with respect to Transport Contracts already entered into between the Carrier and the Passenger.

Continued use of the Platform after the effective date of an amended version constitutes acceptance of the amended version to the extent permitted by applicable law.

1.6. Electronic Form

This Agreement may be entered into entirely in electronic form. Electronic acceptance, registration confirmation, acceptance by checking a box or continued use of the Platform constitutes legally binding acceptance to the extent permitted by applicable law.

1.7. Time Zone

Unless expressly stated otherwise in a Booking or the Platform Rules, dates and times specified in this Agreement shall be based on the local time applicable to the relevant Booking location. Platform records may also display transaction timestamps in UTC or another system time zone.

2. DEFINITIONS

For the purposes of this Agreement:

2.1. “Account”

The Carrier’s registered account and secure workspace within the Platform.

2.2. “Acceptance”

Acceptance by the Passenger of the Carrier’s Offer through the Platform.

2.3. “Booking”

A transportation request resulting in acceptance of an Offer and formation of a Transport Contract.

2.4. “Carrier”

An independent transportation service provider registered on the Platform.

2.5. “Carrier Offer” or “Offer”

An offer submitted by the Carrier in response to a Passenger Request, including the proposed price, vehicle, Driver, service conditions and other relevant information.

2.6. “Covered Region”

The geographical region in which ToGoTransfer has appointed a Regional Service Partner or Regional Operator to perform certain operational functions, customer support functions, administrative functions, business development functions or payment platform administration functions.

2.7. “Driver”

An individual who actually performs transportation services on behalf of the Carrier.

2.8. “License Fee” or “Commission”

The marketplace and Platform service fee payable by the Carrier to ToGoTransfer for access to and use of the Platform and related services.

2.9. “Marketplace”

The digital environment operated by ToGoTransfer through which Passengers and independent Carriers may communicate, exchange Requests and Offers, enter into Transport Contracts and use supported payment functionality.

2.10. “Offer Price”

The price independently determined by the Carrier and submitted through the Platform.

2.11. “Order Price”

The final price of the transportation service stated in the accepted Offer, including any additional amounts expressly permitted by the applicable Booking rules.

2.12. “Passenger” or “User”

A person requesting or purchasing transportation services through the Platform.

2.13. “Payment Partner”

A bank, payment institution, electronic money institution, payment service provider, acquirer, payment processor or other regulated or authorized payment service provider engaged or approved by ToGoTransfer to provide payment acceptance, processing, routing, allocation, Split Payment, settlement, refunds, chargebacks, payouts or related payment infrastructure.

2.14. “Platform”

The ToGoTransfer website, mobile applications, APIs, software, databases, communication tools, payment integrations and other digital infrastructure operated or provided by ToGoTransfer.

2.15. “Request”

A Passenger’s request for transportation services submitted through the Platform.

2.16. “Transport Contract”

A transportation services contract entered into directly between the Passenger and the Carrier following acceptance of the Carrier’s Offer.

2.17. “Urgent Booking”

A Booking classified by the Platform as urgent, including a Booking for which less than thirty (30) minutes remain before the scheduled pickup time, or another period that may be established by the Platform.

2.18. “Regional Service Partner” or “Regional Operator”

A legal entity appointed by ToGoTransfer under a separate agreement to perform certain regional operational functions, customer support functions, administrative functions, business development functions, Platform support or payment platform administration within a specified Covered Region.

2.19. “Connected Account” or “Carrier Sub-Account”

A payment account or sub-account created for the Carrier with the relevant Payment Partner and connected to the Platform for the purpose of receiving settlements and payouts.

3. NATURE OF THE TOGOTRANSFER MARKETPLACE

3.1. Independent Marketplace

ToGoTransfer operates a technology marketplace that enables independent Passengers and independent transportation service providers to interact with each other.

3.2. No Appointment of Carrier

ToGoTransfer does not appoint, select, hire or assign a specific Carrier to a Passenger.

The Carrier independently decides whether to respond to a Request and whether to enter into a Transport Contract with the Passenger.

The Carrier independently organizes and controls the performance of the Transport Contract with the Passenger as the operator and bears full responsibility for all obligations towards Passengers and its employees (Drivers) as an employer in accordance with the laws of its jurisdiction.

3.3. Carrier Determines the Offer

The Carrier independently determines:

• the Offer Price;
• the type of vehicle;
• the assignment of a specific Driver;
• the service conditions;
• vehicle availability;
• the route and operational arrangements;
• permitted additional charges;
• whether to accept or reject the Request;

subject to the Passenger’s Request, Booking conditions, this Agreement and applicable law.

3.4. Passenger Choice

The Passenger independently decides whether to accept the Carrier’s Offer.

ToGoTransfer does not guarantee that a Passenger will select any particular Carrier or any particular Offer.

3.5. No Transportation Services by ToGoTransfer

ToGoTransfer does not itself provide transportation services.

ToGoTransfer does not own, lease, operate, control or manage the vehicle used by the Carrier and does not employ or manage the Driver.

3.6. Direct Transport Contract

The Transport Contract is entered into directly between the Passenger and the Carrier.

The Carrier bears sole responsibility for performing the transportation services under the Transport Contract and shall independently ensure the issuance of receipts, invoices and payment documents in accordance with the laws of its country of registration and the jurisdiction in which the transportation services are provided.

3.7. Independent Carrier

The Carrier acts as an independent service provider and is not an employee, agent, franchisee, partner, joint venture participant or legal representative of ToGoTransfer.

4. PLATFORM SERVICES

ToGoTransfer may provide the Carrier with:

a. access to Passenger Requests;
b. functionality for submitting Offers;
c. booking and order management tools;
d. communication and messaging functionality;
e. mobile applications and software;
f. location and trip-status functionality;
g. payment-related technology connected to Payment Partners;
h. transaction records and Booking information;
i. customer support functionality;
j. complaint and dispute administration;
k. rating and review functionality;
l. technical and operational support;
m. fraud, security and compliance controls;
n. KYC/KYB and verification functionality;
o. other marketplace and technology services introduced by ToGoTransfer from time to time.

ToGoTransfer may modify, suspend or discontinue individual Platform functions where reasonably necessary for technical, commercial, regulatory, security, compliance or operational reasons.

5. OFFER PROCESS AND TRANSPORT CONTRACT

5.1. Passenger Request

A Passenger may submit a Request containing information including:

• pickup location;
• destination;
• date and time;
• number of passengers;
• luggage requirements;
• vehicle requirements;
• child-seat requirements;
• special requirements;
• flight, train or other arrival information;
• other information relevant to the transportation service.

5.2. Carrier Response

The Carrier independently decides whether to respond to a Request.

5.3. Accuracy of the Offer

The Carrier must ensure that each Offer contains accurate and complete information regarding:

• price;
• vehicle;
• Driver;
• service conditions;
• additional charges;
• restrictions;
• special conditions.

5.4. Offer Integrity

ToGoTransfer may use automated or manual controls to identify obvious technical errors, fraudulent information, abusive behavior or other risks.

Such controls are intended to protect the integrity and security of the Platform and do not constitute determination of the Carrier’s commercial price.

5.5. Acceptance

The Transport Contract is formed when the Passenger accepts the Carrier’s Offer through the Platform, subject to successful payment or satisfaction of any other applicable confirmation requirements.

5.6. No Change to Accepted Price

After an Offer has been accepted, the Order Price may not be increased or otherwise changed unless expressly permitted by this Agreement, the Booking or applicable Platform Rules.

Any additional services, additional stops, additional waiting time, vehicle-class upgrade or other additional conditions must be agreed through the Platform and, where applicable, reflected in the final transaction.

6. CARRIER RESPONSIBILITY FOR TRANSPORTATION

The Carrier bears sole responsibility for:

a. performance of the Transport Contract;
b. provision of a legally authorized vehicle;
c. provision of a qualified and legally authorized Driver;
d. compliance with all applicable transportation laws;
e. obtaining and maintaining all required licenses, permits, registrations and authorizations;
f. maintaining appropriate insurance;
g. ensuring the technical condition and safety of the vehicle;
h. Passenger safety;
i. compliance with applicable driving and rest-time requirements;
j. compliance with local transportation requirements;
k. operational communication with the Passenger;
l. provision of the transportation service described in the accepted Offer;
m. all taxes, duties, fees and other mandatory payments arising in connection with its transportation business.

7. VEHICLES AND DRIVERS

7.1. Vehicles

Each vehicle used for a Booking must:

• comply with applicable law;
• be properly registered;
• be legally authorized for the relevant transportation service;
• have all required insurance;
• be safe and roadworthy;
• materially correspond to the vehicle information presented in the Offer.

7.2. Drivers

The Carrier must ensure that each Driver:

• holds the required driving licence;
• has all required professional qualifications;
• is legally entitled to perform the relevant transportation service;
• complies with applicable immigration and employment requirements;
• complies with Passenger safety requirements.

7.3. Driver Replacement

The Carrier may replace a Driver only where permitted by applicable law and the Booking conditions.

The replacement Driver must satisfy all applicable legal and professional requirements and must be properly identified where required by the Platform.

8. PAYMENT PROCESSING — EXCLUSIVE PSP / SPLIT PAYMENT MODEL

8.1. Exclusive Payment Channel

All Passenger payments for Bookings made through the Platform must be processed exclusively through the Platform’s approved Payment Partner infrastructure.

Cash payments, direct bank transfers, card payments made directly to the Carrier or any other payment method outside the Platform are prohibited unless expressly authorized by ToGoTransfer in writing or through an applicable Platform function.

8.2. No Passenger Funds on ToGoTransfer or Regional Service Partner Bank Accounts

Passenger funds are not intended to be transferred directly to or held in the corporate bank account of:

• ToGoTransfer;
• VISTARIDE; or
• any other Regional Service Partner,

solely in connection with the operation of the Platform or performance of Regional Service Partner functions.

ToGoTransfer and its Regional Service Partners do not act as custodians of Passenger funds solely as a result of operating or supporting the Platform.

8.3. Payment Partner Infrastructure

Passenger payments may be accepted, processed, routed, allocated, split, settled, refunded or paid out through one or more Payment Partners.

The relevant Payment Partner performs payment processing and payout functions through its regulated or authorized infrastructure and in accordance with its applicable terms, supported jurisdictions and applicable law.

8.4. Split Payment Model

Where supported by the relevant Payment Partner, the Platform uses a Split Payment / Connected Account model.

Under this model:

• the Passenger makes payment through the Platform;
• the Payment Partner processes the transaction;
• the applicable Platform Commission and other permitted amounts are allocated in accordance with the applicable payment configuration;
• the amount due to the Carrier is allocated to the Carrier’s Connected Account or Carrier Sub-Account;
• following completion by the Carrier of the transportation services in full under the Transport Contract, every 7 (seven) days, the Payment Partner makes the payout to the Carrier in accordance with the Carrier’s payout settings and applicable payment rules.

8.5. No Direct Bank Payout from ToGoTransfer

ToGoTransfer is not required to make direct bank transfers from its own corporate bank account to the Carrier in respect of amounts processed through the Platform.

The same principle applies to the Regional Service Partner.

Settlements with the Carrier are intended to be processed through the relevant Payment Partner and the Carrier’s Connected Account or Carrier Sub-Account.

8.6. Carrier Connected Account

Where required by the Payment Partner, the Carrier must create and maintain its own Connected Account or Sub-Account.

The Carrier may be required to provide directly to the Payment Partner KYC/KYB information, identification documents, beneficial ownership information, banking information, tax information, AML information, sanctions information and other compliance information.

8.7. Carrier Control Over Payout Schedule

Where supported by the relevant Payment Partner, the Carrier may independently configure its preferred payout schedule through its own Connected Account or payment dashboard.

Depending on the Payment Partner and the Carrier’s jurisdiction, available options may include:

• daily payouts;
• weekly payouts;
• other regular payout schedules;
• manual or on-demand payouts;
• other frequencies or payout methods supported by the Payment Partner.

The payout schedule selected by the Carrier does not override any mandatory payment hold, reserve, dispute, chargeback, compliance review, KYC/KYB requirement, banking restriction or other applicable Payment Partner control.

8.8. Carrier Payout Destination

Where an appropriate Payment Partner is available and subject to applicable law, the Carrier may configure a bank account or other permitted payout destination linked to its Connected Account.

ToGoTransfer does not guarantee that any particular bank, currency, payout method or payout destination will be available in every jurisdiction.

8.9. Payment Partner Requirements

Payment and payout availability and processing may depend on:

• Carrier KYC/KYB approval;
• Payment Partner requirements;
• supported countries;
• banking infrastructure;
• local law;
• currency;
• sanctions and AML requirements;
• account status;
• transaction risk controls;
• Payment Partner policies.

9. REGIONAL SERVICE PARTNER AND PAYOUT COVERAGE

9.1. Appointment of Regional Service Partner

ToGoTransfer may appoint one or more Regional Service Partners or Regional Operators for specified geographical regions or countries.

For the Covered Region specified below, ToGoTransfer has appointed:

VISTARIDE SL
NIF/CIF: B88827134
Avenida de las Naciones, 30, Bloque 1, Escalera E, Planta 6, Puerta 1
03540 Alicante, Spain

as the Regional Service Partner / Regional Operator pursuant to a separate agreement with ToGoTransfer.

9.2. Covered Region

The VISTARIDE Covered Region includes:

European Region:

• Austria
• Belgium
• Bulgaria
• Croatia
• Cyprus
• Czech Republic
• Denmark
• Estonia
• Finland
• France
• Germany
• Greece
• Hungary
• Iceland
• Ireland
• Italy
• Latvia
• Liechtenstein
• Lithuania
• Luxembourg
• Malta
• Netherlands
• Norway
• Poland
• Portugal
• Romania
• Slovakia
• Slovenia
• Spain
• Sweden

and

• United Kingdom
• United States of America
• Canada
• Switzerland.

The Covered Region may be expanded, reduced or otherwise modified by ToGoTransfer through an update to the relevant Platform or Application documentation.

9.3. Regional Functions

Within its delegated authority, the Regional Operator may perform:

• regional customer support;
• Passenger support;
• Carrier support;
• operational coordination;
• complaint and incident coordination;
• administrative services;
• Carrier registration and onboarding support;
• business development;
• approved regional marketing activities;
• communication with Passengers and Carriers;
• Platform support;
• administration of applicable Payment Partner configurations;
• coordination of Split Payment and payout functionality;
• other functions expressly delegated by ToGoTransfer.

9.4. No Transportation Service Provider Status

The Regional Operator does not become:

• a Carrier;
• a Driver;
• a transportation service provider;
• a purchaser or reseller of transportation services;
• the owner or operator of a Carrier’s vehicle;
• a party to the Transport Contract;

solely as a result of its appointment as a Regional Service Partner.

9.5. Regional Payment Infrastructure

Within the Covered Region, ToGoTransfer and/or the Regional Operator may assist with the setup and administration of Payment Partner infrastructure intended to support Carriers’ Connected Accounts and payouts to eligible Carriers within the Covered Region.

Subject to connection to and availability of the Payment Partner, the intended payout coverage includes Carriers located in:

• all European Union Member States listed above;
• the United Kingdom;
• the United States of America;
• Canada;
• Switzerland.

Actual payout availability remains subject to the requirements of the relevant Payment Partner, Carrier KYC/KYB approval, banking infrastructure, currency, sanctions, AML requirements, local law, account status and other applicable restrictions.

9.6. No Receipt of Passenger Funds by Regional Partner

The Regional Operator does not receive, hold or settle Passenger funds in its own corporate bank account solely as a result of performing Regional Service Partner functions.

Payment processing and payouts to Carriers are performed through the relevant Payment Partner infrastructure.

9.7. Authority of the Regional Partner

The Regional Operator may interact with Carriers and Passengers on behalf of ToGoTransfer only within the authority granted to it.

In performing its obligations to ToGoTransfer, the Regional Operator may not independently:

• enter into Transport Contracts on behalf of ToGoTransfer;
• provide transportation services on behalf of ToGoTransfer;
• modify the Platform’s commercial model;
• create payment obligations binding upon ToGoTransfer beyond its delegated authority;
• represent itself as the owner of the ToGoTransfer Platform.

10. SETTLEMENTS AND CARRIER ENTITLEMENT TO FUNDS

10.1. General Settlement Principle

Subject to this Agreement and applicable payment rules, the Carrier’s economic entitlement in respect of a completed Booking is generally calculated as follows:

Order Price − applicable License Fee − refunds − chargebacks − adjustments − Payment Partner processing fees − other amounts properly attributable to the Carrier.

10.2. Automatic Split

Where supported by the Payment Partner, the applicable Platform Commission and other permitted amounts may be automatically allocated through the Split Payment mechanism.

The Carrier’s eligible balance is allocated to the Carrier’s Connected Account.

10.3. No Requirement for Manual Bank Transfer

The Carrier may not require ToGoTransfer or the Regional Service Partner to make a separate manual bank transfer where the relevant transaction is processed automatically through the Payment Partner and the Carrier’s Connected Account.

10.4. Settlement Timing

Settlement timing is every 7 (seven) days.

Payout timing may also depend on:

• completion of the Booking;
• applicable cancellation rules and penalties;
• refunds;
• complaints within the first 24 hours after completion of the trip;
• chargebacks;
• Payment Partner processing;
• KYC/KYB;
• compliance checks;
• banking days;
• reserves;
• risk-management procedures;
• Payment Partner payout schedule settings.

10.5. Payment Statements

The Platform and/or Payment Partner may provide transaction statements showing:

• Passenger payment;
• Order Price;
• Platform Commission;
• refunds;
• chargebacks;
• adjustments;
• payout amounts;
• other transaction records.

11. LICENSE FEE / MARKETPLACE COMMISSION

11.1. Standard Commission

Unless a different rate is expressly displayed in the Carrier Account or agreed for a specific commercial program:

• 10% of the applicable Order Price — Standard Booking;
• 5% of the applicable Order Price — Urgent Booking where less than 3 hours remain before the start of the trip/rental.

11.2. Purpose of the Commission

The License Fee is a fee for access to and use of the Platform, as well as related marketplace, technology, communication and service functions.

11.3. Automatic Deduction

The License Fee and other applicable fees are automatically allocated or withheld through the relevant Payment Partner before or at the time of processing the payout to the Carrier.

11.4. Payment Processing Fees

Payment gateway fees, Payment Partner fees, bank fees, currency conversion fees, SEPA, SWIFT, card-processing or other transaction fees relating to the payout to the Carrier may be withheld in accordance with the applicable payment scheme and may reduce the final payout amount.

11.5. Changes to Commission

ToGoTransfer may introduce other commercial rates, promotional rates or rates applicable to individual countries.

The rate displayed to the Carrier before or at the time of the relevant transaction shall apply to that transaction, subject to the applicable Platform Rules.

12. REFUNDS

12.1. Passenger Refunds

If a Passenger is entitled to a refund under the applicable Booking or Refund and Cancellation Policy, the refund may be processed through the Payment Partner.

12.2. Refund Caused by Carrier

If a refund arises as a result of a Carrier cancellation, no-show, non-performance, material failure to provide the service or other breach, the corresponding amount may be charged against amounts otherwise payable to the Carrier.

12.3. Refund Timing

The timing and method of any refund may depend on the Payment Partner and the Passenger’s original payment method.

13. CHARGEBACKS AND PAYMENT DISPUTES

13.1.

A Passenger may initiate a chargeback or payment dispute through the relevant payment institution.

13.2.

The Carrier must provide reasonable evidence requested by ToGoTransfer or the Payment Partner, including:

• proof of service provision;
• proof of Booking;
• pickup-location information;
• communication records;
• GPS/status records, where available;
• Passenger confirmation, where applicable;
• invoices or receipts;
• other reasonably requested evidence.

13.3.

If a chargeback or payment reversal is finally attributed to a Carrier transaction, ToGoTransfer may apply the corresponding adjustment against amounts otherwise payable to the Carrier to the extent permitted by applicable law and the applicable payment scheme.

14. CARRIER CANCELLATION

The Carrier must not cancel an accepted Booking without a legitimate operational, legal or safety reason or force majeure circumstance.

The following financial and operational consequences may apply.

14.1. Cancellation More Than 48 Hours Before Pickup

If the Carrier cancels more than 48 hours before the scheduled pickup:

• no additional cancellation penalty is charged;
• three (3) negative zero-star ratings are automatically applied to the rating;
• the applicable 10% License Fee must remain payable or be withheld if applicable to the Booking.

14.2. Cancellation Less Than 48 Hours but More Than 3 Hours Before Pickup

If the Carrier cancels less than 48 hours, but more than 3 hours, before pickup:

• a penalty of 30% of the Order Price applies;
• four (4) negative zero-star ratings are automatically applied to the rating;
• the penalty may be retained by the Platform and used for urgent replacement search, adjustment of alternative Carrier rates and related operational expenses;
• no additional License Fee is deducted from the cancellation penalty.

14.3. Cancellation Less Than 3 Hours Before Pickup / Non-Performance

If the Carrier cancels less than 3 hours before pickup, fails to perform the Booking or does not appear at the meeting point:

• a penalty of 70% of the Order Price may apply;
• five (5) negative zero-star ratings are automatically applied to the rating;
• the penalty may be retained by the Platform and used for urgent replacement search, adjustment of alternative Carrier rates and related expenses;
• no additional License Fee is deducted from the cancellation penalty.

14.4. Legitimate Circumstances

The Platform may reduce or waive a penalty if the Carrier submits an appeal and proves a legitimate circumstance, including an accident, illness, vehicle breakdown, natural disaster, government restriction or other force majeure circumstance.

Supporting documents will be required to submit an appeal.

15. PASSENGER CANCELLATION

15.1. More Than 24 Hours Before Pickup

If the Passenger cancels more than 24 hours before the scheduled pickup:

• the Passenger may receive a refund of the Order Price less any non-refundable Payment Partner fees, where applicable;
• the Carrier receives no payout.

15.2. Less Than 24 Hours Before Pickup

If the Passenger cancels less than 24 hours before the scheduled pickup:

• if the Driver has not departed, the Carrier may receive 30% of the Order Price;
• if the Driver is en route or has arrived at the pickup location, the Carrier may receive 70% of the Order Price;
• the Platform Commission is not deducted from such compensation to the Carrier unless otherwise required by applicable payment rules or Platform Rules.

16. PASSENGER NO-SHOW

16.1. Definition

“Passenger No-Show” means that the Passenger fails to appear at the agreed pickup location within the applicable mandatory free waiting period.

16.2. Evidence

The Carrier must:

• arrive at the correct pickup/meeting location;
• remain available for the applicable free waiting period;
• attempt to contact the Passenger;
• use the Platform status functionality, if available;
• provide reasonable evidence upon request.

16.3. Passenger No-Show Compensation

If the Carrier provides reasonable evidence of its presence at the pickup location before expiration of the applicable free waiting period, the Carrier may receive 70% of the Order Price, subject to applicable Platform Rules and payment charges.

The Platform Commission is not deducted from such Passenger No-Show compensation unless otherwise required by applicable payment rules.

17. CARRIER NO-SHOW AND SERVICE FAILURE

17.1. Carrier No-Show

If the Carrier does not arrive at the agreed meeting point, the Passenger receives a 100% refund of the Order Price.

The Carrier receives no payout and is subject to the consequences applicable under Section 14.3.

17.2. Circumstances Treated as Carrier No-Show or Material Service Failure

The following circumstances may also be treated as a Carrier no-show or material service failure:

• provision of a vehicle that materially does not correspond to the photographs and specifications promised in the Booking;
• failure to provide mandatory child seats specified in the Booking;
• provision of a technically defective or unroadworthy vehicle that makes the trip unsafe or prevents the trip or materially delays it;
• improper, abusive or materially inappropriate Driver conduct that prevents proper performance of the trip.

17.3. Passenger Compensation

In such cases, the Passenger may receive a refund of up to 100%.

Penalties and compensation may be determined individually by Platform support.

The applicable Platform service fee remains payable if the Platform incurred costs in connection with the Booking, replacement search, payment processing or related services.

18. MANDATORY FREE WAITING PERIOD

The mandatory free waiting period is:

• Urgent trips: 15 minutes;
• City trips: 30 minutes;
• Railway/bus terminals: 45 minutes from actual arrival;
• Airports/seaports: 90 minutes from actual arrival.

18.1. Flight, Train or Bus Information

If the Passenger provides a flight number or informs the Carrier in the chat of the flight, train or bus number, the applicable waiting period begins from the actual arrival time, where the Platform or Carrier can reasonably determine such arrival time.

If the relevant arrival number is not provided, the waiting period is calculated from the pickup time specified in the Booking.

18.2. Additional Waiting Fee

An additional waiting fee may apply only if:

a. permitted by the Booking;
b. supported by the Platform or agreed procedure;
c. actually incurred; and
d. permitted by applicable law.

19. NO-SHOW EVIDENCE AND APPEALS

19.1. Evidence

If a no-show or service failure is alleged, the Carrier must record the event through the Platform and provide supporting evidence, including:

• geotagged photographs;
• video;
• screenshots of correspondence and calls with the number specified in the Booking;
• communication records;
• parking receipts;
• GPS records;
• other relevant documentation.

19.2. Deadline

Evidence must be submitted within 3 (three) hours from the scheduled start of the trip, taking into account the applicable free waiting period.

The Carrier must retain the relevant evidence for at least 3 (three) months.

19.3. Appeals

The Carrier may appeal a penalty, rating consequence or other operational decision within 7 (seven) calendar days after notification.

An initial response will normally be provided within 5 (five) business days.

A final decision will normally be provided within 15 (fifteen) business days after receipt of all reasonably necessary information.

20. FORCE MAJEURE AND SPECIAL CASES

20.1.

Illness, accident, vehicle breakdown, natural disaster, government restrictions, border closure, war, epidemic or other legitimate circumstances may be reviewed individually.

20.2.

The Carrier must submit supporting documents, photographs, videos or other reasonable evidence through the designated Platform support channel or to:

partner@togotransfer.com

20.3.

Following review, ToGoTransfer may reduce or waive applicable penalties or rating consequences where justified by the circumstances and applicable law.

21. COMMUNICATION WITH PASSENGERS

The Carrier must use the Platform’s communication tools where available.

The Carrier must not:

• intentionally move a Platform Booking outside the Platform;
• request payment outside the approved payment process;
• unlawfully use Passenger contact information;
• use Passenger information for unrelated marketing;
• circumvent the Platform’s commercial arrangements;
• request direct payment from Passengers.

22. NON-CIRCUMVENTION

The Carrier must not intentionally circumvent ToGoTransfer by:

a. inducing a Passenger to cancel a Platform Booking and pay directly to the Carrier;

b. using Passenger contact information obtained through the Platform to arrange future transportation outside the Platform for the purpose of avoiding the License Fee;

c. requesting cash or bank payment outside the approved Platform/payment process for a Platform Booking;

d. concealing a Platform Booking.

This provision does not prohibit lawful independent business relationships that existed between the parties before their relevant interaction through the Platform, provided that such relationships are not used to circumvent an existing Platform Booking.

If intentional circumvention of ToGoTransfer is identified, the Carrier’s Account will be blocked immediately.

23. KYC, KYB, AML AND SANCTIONS

The Carrier must provide accurate information and documents reasonably required for:

• identity verification;
• business verification;
• beneficial ownership verification;
• sanctions screening;
• AML compliance;
• fraud prevention;
• payment processing;
• regulatory compliance.

ToGoTransfer and/or the Payment Partner may suspend payment processing or access to the Platform where required by applicable law, compliance requirements, risk controls or Payment Partner procedures.

24. CARRIER LICENSES AND REGULATORY COMPLIANCE

The Carrier must maintain all licenses, permits, registrations and authorizations required for its business.

The Carrier bears sole responsibility for determining and complying with requirements applicable to:

• passenger transportation;
• operation of commercial vehicles;
• professional Drivers;
• insurance;
• taxation;
• invoicing;
• employment relationships;
• immigration;
• accessibility;
• Passenger safety;
• environmental requirements;
• local transportation rules.

25. TAXES

The Carrier bears sole responsibility for taxes arising in connection with its transportation business, including, where applicable:

• VAT;
• GST;
• sales taxes;
• income taxes;
• corporate taxes;
• local transportation taxes;
• withholding taxes;
• other taxes required by law.

Nothing in this Agreement constitutes tax advice or determines the Carrier’s tax treatment in any jurisdiction.

26. PASSENGER DATA

The Carrier may process Passenger information only for lawful purposes related to performance of the Booking.

The Carrier must:

• keep Passenger information confidential;
• apply appropriate security measures;
• comply with applicable privacy and data protection laws;
• delete or retain information in accordance with applicable law;
• not sell Passenger information;
• not use Passenger information for unrelated marketing without a lawful basis.

27. CONFIDENTIALITY

The Carrier must keep confidential all non-public information obtained through the Platform, including:

• Passenger contact information;
• Platform commercial information;
• transaction data;
• technical information;
• internal communications;
• pricing information;
• commercial information;
• non-public Platform functionality.

This obligation remains in force for three (3) years after termination of the Agreement or longer where required by applicable law or where the information remains protected as a trade secret.

28. RATINGS AND REVIEWS

Passengers may rate and leave reviews about the Carrier after a completed Booking.

The rating may take into account:

• service quality;
• communication;
• punctuality;
• vehicle condition;
• Driver conduct;
• compliance with Booking conditions.

ToGoTransfer may remove or restrict reviews that are fraudulent, abusive, unlawful, discriminatory, irrelevant, defamatory, manipulative or otherwise contrary to Platform Rules.

Repeated cancellations, delays, complaints, no-shows or material service failures attributable to the Carrier may negatively affect the Carrier’s rating and access to future Requests.

29. CHILDREN, ACCESSIBILITY AND SPECIAL REQUIREMENTS

The Carrier must comply with applicable laws regarding:

• child seats;
• minors;
• persons with disabilities;
• persons with reduced mobility;
• mobility assistance;
• assistance animals;
• accessibility;
• Passenger safety.

The Carrier must disclose relevant vehicle limitations before accepting a Booking where such limitations are material.

If mandatory safety equipment is unavailable, the Carrier may refuse the service only where permitted by applicable law and must immediately notify the Platform and provide reasonable evidence.

30. INSURANCE

The Carrier must maintain all insurance required by applicable law and appropriate for the transportation services it provides, including, where applicable:

• Passenger liability;
• third-party liability;
• vehicle-related liability;
• professional liability;
• commercial transportation insurance;
• international coverage.

Any deductible under the Carrier’s insurance claim remains the Carrier’s responsibility unless otherwise agreed.

31. FRAUD AND ABUSE

The Carrier must not:

• create fictitious Bookings;
• manipulate ratings;
• submit fraudulent Offers;
• use multiple accounts to circumvent Platform Rules;
• manipulate location or status data;
• falsify completion of services;
• provide false or misleading documents;
• engage in payment fraud;
• assist another person in circumventing Platform controls.

32. PLATFORM ACCESS, SUSPENSION AND PAYMENT HOLDS

ToGoTransfer may temporarily restrict or suspend access where reasonably necessary due to:

• suspected fraud;
• security risks;
• KYC/KYB non-compliance;
• sanctions risks;
• AML risks;
• regulatory requirements;
• serious Passenger complaints;
• repeated cancellations;
• repeated service failures;
• improper use of the Platform;
• breach of this Agreement;
• material legal, regulatory or operational risk.

Where reasonably possible, the Carrier will be informed of the reason for a material restriction.

32.1. Payment Holds

Where supported by the Payment Partner or required by applicable law, transaction funds may be subject to:

• review;
• fraud screening;
• chargeback review;
• sanctions screening;
• regulatory review;
• reserves;
• risk-management procedures;
• payment processing delays.

ToGoTransfer does not guarantee a specific payout date where timing depends on the Payment Partner, banking system, compliance review, reserve requirements or other third-party infrastructure.

33. PLATFORM AVAILABILITY

The Platform is provided on an “as is” and “as available” basis to the maximum extent permitted by applicable law.

ToGoTransfer does not guarantee:

• uninterrupted access;
• absence of technical errors;
• continuous availability of any specific function;
• continuous access to Passenger Requests;
• availability of any specific Payment Partner;
• availability of any specific payout method;
• payout availability in every jurisdiction.

34. THIRD-PARTY SERVICES

The Platform may integrate with third-party services, including:

• payment providers;
• banks;
• mapping services;
• communication services;
• identity verification providers;
• fraud prevention services;
• cloud infrastructure;
• analytics services.

Third-party services may be governed by separate terms, availability limitations and regulatory requirements.

35. INTELLECTUAL PROPERTY

All intellectual property rights in the Platform, software, trademarks, design, databases, interfaces, content and other ToGoTransfer materials belong to ToGoTransfer FZ LLC.

The Carrier receives only the limited right necessary to use the Platform in accordance with this Agreement.

The Carrier must not:

• copy the Platform;
• reverse engineer the Platform;
• reproduce proprietary interfaces;
• improperly use ToGoTransfer trademarks;
• scrape data from the Platform;
• conduct unauthorized data collection;
• create competing services using protected Platform materials.

36. MARKETING AND BRAND USE

The Carrier must not represent itself as an employee, subsidiary, owner, agent, partner or legal representative of ToGoTransfer unless expressly authorized in writing.

ToGoTransfer may display on the Platform and in connection with Platform marketing the following information about the Carrier:

• business name;
• vehicle information;
• service information;
• rating;
• reviews;
• information relating to the Booking;

subject to applicable law and the Carrier’s rights.

37. NON-DISCRIMINATION

The Carrier must provide transportation services without unlawful discrimination and comply with applicable anti-discrimination laws.

The Carrier must not refuse service or impose unlawful requirements based on protected characteristics.

38. FORCE MAJEURE

Neither Party shall be liable for non-performance or delay caused by circumstances beyond its reasonable control, including:

• war;
• terrorism;
• natural disasters;
• epidemics;
• government restrictions;
• border closures;
• strikes;
• infrastructure failures;
• major telecommunications failures;
• payment system failures;
• cyber incidents beyond reasonable control;
• sanctions or regulatory restrictions.

The affected Party shall notify the other Party as soon as reasonably practicable.

Mandatory rights under applicable law remain unaffected.

39. INDEMNIFICATION

The Carrier shall indemnify and hold harmless ToGoTransfer, its affiliates and, where applicable, its Regional Service Partners from claims, losses, penalties, damages, liabilities and reasonable expenses arising in connection with:

a. the Carrier’s transportation services;
b. bodily injury or property damage caused by the Carrier or Driver;
c. violation of transportation laws;
d. failure to maintain required licenses or insurance;
e. employment claims relating to the Carrier’s personnel;
f. unlawful use of Passenger information;
g. fraud or intentional wrongful conduct;
h. material breach of this Agreement.

This indemnification obligation applies to the maximum extent permitted by applicable law.

40. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, ToGoTransfer shall not be liable for indirect, incidental, special, punitive or consequential damages, loss of profits, loss of business, loss of anticipated revenue or similar economic losses arising from use of the Platform.

Subject to mandatory applicable law, ToGoTransfer’s aggregate contractual liability to the Carrier arising in connection with a specific Booking shall not exceed the greater of:

a. the License Fee actually retained by ToGoTransfer in respect of the relevant Booking; or
b. EUR 500.

Nothing in this Section excludes or limits liability that cannot lawfully be excluded or limited.

41. SUSPENSION AND TERMINATION

41.1. Termination by Carrier

The Carrier may cease using the Platform by notifying ToGoTransfer and completing or properly resolving outstanding obligations relating to accepted Bookings.

41.2. Suspension or Termination by ToGoTransfer

ToGoTransfer may suspend or terminate the Carrier Account if:

• the Carrier materially breaches this Agreement;
• required licenses expire;
• KYC/KYB requirements are not satisfied;
• sanctions or AML risks arise;
• fraudulent activity is identified;
• repeated service failures occur;
• the Carrier circumvents the Platform;
• the Carrier makes unauthorized payments outside the Platform;
• continued access creates a material legal, regulatory, security-related or operational risk.

41.3. Existing Bookings

Termination does not automatically cancel accepted Bookings.

The Parties shall cooperate to resolve outstanding obligations towards Passengers unless cancellation is required for legal, safety-related, regulatory or operational reasons.

42. EFFECT OF TERMINATION

Following termination:

• access to the Platform may be disabled;
• future Requests may be discontinued;
• outstanding transaction adjustments shall continue to apply;
• confidentiality obligations remain in force;
• indemnification obligations remain in force;
• payment disputes and chargebacks may continue to be processed;
• refunds and adjustments may continue to be processed;
• amounts properly due remain subject to applicable payment processing and reconciliation.

43. ELECTRONIC RECORDS AND EVIDENCE

The Parties agree that electronic records created by the Platform may be used as evidence of:

• Requests;
• Offers;
• Acceptance;
• Booking details;
• communications;
• status changes;
• cancellations;
• payment information;
• ratings;
• transaction history;
• payout information.

This provision does not limit mandatory rules of evidence.

44. AUDIT AND DOCUMENT VERIFICATION

ToGoTransfer may request documents reasonably necessary to verify:

• the Carrier’s identity;
• ownership;
• licenses;
• insurance;
• vehicles;
• Drivers;
• compliance;
• payment information;
• beneficial ownership.

The Carrier must provide accurate and up-to-date information.

45. COUNTRY-SPECIFIC REQUIREMENTS

The Carrier must comply with all requirements applicable in the country where transportation services are provided.

Platform availability and functionality may vary depending on the jurisdiction.

Nothing in this Agreement grants the Carrier the right to provide transportation services in a jurisdiction where the Carrier does not have the required legal authorization.

46. RESTRICTED TERRITORIES

The Carrier must not accept or perform Bookings in territories restricted under:

• applicable sanctions;
• export control laws;
• Payment Partner rules;
• AML requirements;
• the applicable ToGoTransfer Sanctions Policy;
• other applicable legal or regulatory restrictions.

The current Sanctions Policy forms part of the Platform Rules.

47. CONSUMER PROTECTION

Nothing in this Agreement is intended to exclude or limit mandatory consumer rights applicable to the Passenger under the laws of the relevant jurisdiction.

Where mandatory local law provides rights that cannot lawfully be waived, such rights shall apply.

48. GOVERNING LAW

This Agreement and the contractual relationship between ToGoTransfer and the Carrier shall be governed by the laws of the United Arab Emirates to the extent permitted by mandatory applicable law.

Mandatory laws applicable to transportation services, consumer protection, payment services, data protection, employment relationships, licensing, taxation and other regulated activities may apply independently in the relevant jurisdiction.

49. DISPUTE RESOLUTION

49.1.

Any B2B dispute between ToGoTransfer and the Carrier arising out of or in connection with this Agreement shall first be addressed through good-faith negotiations.

49.2.

If the dispute cannot be resolved amicably, it shall be finally resolved by arbitration in accordance with the rules of the Dubai International Arbitration Centre (DIAC).

49.3.

The seat of arbitration shall be Dubai, United Arab Emirates.

49.4.

The language of the arbitration shall be English.

49.5.

Nothing in this Section prevents a Party from exercising any mandatory right or remedy that cannot lawfully be waived.

50. NOTICES

Notices may be delivered through:

• the Carrier Account;
• Platform notifications;
• the registered email address;
• in-app messages;
• other electronic communication methods associated with the Carrier Account.

The Carrier is responsible for maintaining accurate contact information.

51. ASSIGNMENT

ToGoTransfer may transfer or assign this Agreement to:

• an affiliate;
• a successor;
• a purchaser of the Platform;
• a purchaser of the relevant business;
• another entity in connection with a corporate restructuring or transfer of the Platform.

The Carrier may not transfer or assign this Agreement without ToGoTransfer’s prior written consent, except where mandatory law provides otherwise.

52. NO WAIVER

Failure or delay by ToGoTransfer in exercising any contractual right shall not constitute a waiver of that right.

53. SEVERABILITY

If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in force to the maximum extent permitted by law.

Where legally possible, the invalid provision shall be replaced by a valid provision that most closely reflects the original commercial purpose.

54. ENTIRE AGREEMENT

This Agreement, together with the Platform Rules, applicable policies, schedules and documents expressly incorporated by reference, constitutes the entire agreement between ToGoTransfer and the Carrier regarding the Carrier’s use of the Platform.

55. THIRD-PARTY RIGHTS

Except where expressly provided or required by mandatory law, no person other than the Parties shall have the right to enforce this Agreement.

The appointment of a Regional Service Partner does not make such partner a party to the Transport Contract.

56. LANGUAGE

The official contractual language of this Agreement is English.

Translations may be provided for operational or informational purposes.

In the event of any discrepancy between the English version and any translation, the English version shall prevail, subject to mandatory applicable law.

57. ELECTRONIC ACCEPTANCE

By registering, checking the acceptance box, submitting an Offer, accepting or performing a Booking or otherwise using the Platform, the Carrier confirms that:

a. it has had the opportunity to review this Agreement;
b. it understands its obligations;
c. it accepts this Agreement electronically;
d. electronic acceptance constitutes evidence of the conclusion of the Agreement;
e. electronic records may be stored and used for contractual and legal purposes.

58. POLICIES INCORPORATED BY REFERENCE

The following documents may form part of the contractual framework applicable to the Carrier:

• User Agreement
  Defines the terms of use for the ToGoTransfer.com Platform, mobile applications and all related services. Outlines the rights and obligations of the parties: the Operator (To Go Transfer FZ LLC) and the User (Passenger), as well as the procedure for searching and booking transportation services provided by Carriers (Drivers) registered on the Platform.
  [View the User Agreement]
  Refund & Cancellation Policy [View]
• Privacy Policy
  Specifies the procedures for collecting, storing, processing and protecting Users’ personal data, as well as the conditions for transferring information to third parties.
  [View the Privacy Policy]
• Consent to Personal Data Processing
  Confirms the User’s voluntary consent to the processing of personal data within the scope of the Platform’s operations and order fulfillment.
  [View the Consent Form]
• KYC/AML Policy (“Know Your Customer” / Anti-Money Laundering)
  Regulates identification and verification procedures for Users and Carriers, rules for collecting and analyzing information, as well as compliance with international standards (FATF), UAE legislation, anti-money laundering and counter-terrorist financing requirements, and sanctions compliance standards.
  [View the KYC/AML Policy]
• Sanctions Policy
  Establishes requirements for activities on the Platform in accordance with international and national sanctions (UN, EU, US, UAE, etc.) and defines the list of countries and territories prohibited for service.
  [View the Sanctions Policy]
• Cookie Policy
  Describes the use of cookies to enhance user experience and ensure the proper functioning of the Service.
  [View the Cookie Policy]
• Operational Rules for Drivers/Carriers.

If mandatory law conflicts with a Platform policy, mandatory law shall prevail.

59. CONTACT DETAILS

TO GO TRANSFER FZ LLC
License No.: 19520/2025
TRN No.: 104934145400001
Fujairah Creative City — Media Free Zone
P.O. Box 4422
Fujairah, United Arab Emirates
Email: info@togotransfer.com
Website: ToGoTransfer.com

SCHEDULE 1 — MARKETPLACE LICENSE FEE

Unless otherwise displayed in the Carrier Account or expressly agreed:

The applicable fee is calculated in accordance with Section 11.

SCHEDULE 2 — PAYMENT AND SPLIT SETTLEMENT PRINCIPLES

• Passenger payments for Platform Bookings are processed exclusively through the relevant Payment Partner.
• ToGoTransfer does not require Passengers to make payments directly to the Carrier for a Platform Booking.
• Passenger funds are not intended to be transferred to or held in the corporate bank account of ToGoTransfer or the Regional Service Partner solely in connection with the operation of the Platform.
• The relevant Payment Partner may perform payment acceptance, processing, routing, allocation, Split Payment, settlement, refunds, chargebacks and payouts.
• Where supported, the Platform uses a Split Payment / Connected Account structure.
• The Platform may automatically allocate the applicable Commission and other permitted amounts and allocate the Carrier’s eligible amount to the Carrier’s Connected Account or Carrier Sub-Account.
• The Carrier payout is made by the relevant Payment Partner to the payout destination configured for the Carrier’s Connected Account.
• Where supported by the Payment Partner, the Carrier may independently configure its preferred payout schedule through its own payment dashboard or Connected Account.
• Available payout schedules may include daily, weekly, manual, on-demand or other frequencies supported by the Payment Partner.
• The Carrier’s payout settings are subject to the applicable Payment Partner rules, KYC/KYB requirements, compliance controls, reserves, chargebacks, disputes, banking restrictions and applicable law.
• ToGoTransfer and its Regional Service Partners are not required to make direct bank payouts to Carriers from their own corporate bank accounts in respect of transactions processed through the Payment Partner.
• Payout availability depends on the Carrier’s jurisdiction, Payment Partner coverage, currency, bank, KYC/KYB status, AML and sanctions requirements, banking infrastructure, account status and applicable law.
• Nothing in this Agreement constitutes a guarantee that any particular payout method, currency, bank, frequency or payout destination will remain continuously available.

SCHEDULE 3 — CARRIER COMPLIANCE DOCUMENTS

The Carrier may be required to provide:

• company registration documents;
• registration documents of an individual entrepreneur or sole proprietor;
• transportation service licenses;
• permits and authorizations;
• vehicle registration documents;
• insurance certificates;
• Drivers’ licences;
• Drivers’ professional qualifications;
• identification documents;
• beneficial ownership information;
• tax information;
• payment or banking information required by the Payment Partner;
• KYC/KYB documentation;
• AML and sanctions-related information;
• other documents reasonably required for legal, regulatory, payment, security or compliance purposes.

SCHEDULE 4 — REGIONAL SERVICE PARTNER AND COVERED REGION

VISTARIDE SL

NIF/CIF: B88827134
Address: Avenida de las Naciones, 30, Bloque 1, Escalera E, Planta 6, Puerta 1, 03540 Alicante, Spain

VISTARIDE SL is appointed as the Regional Service Partner / Regional Operator for the following Covered Region:

European Union

• Austria
• Belgium
• Bulgaria
• Croatia
• Cyprus
• Czech Republic
• Denmark
• Estonia
• Finland
• France
• Germany
• Greece
• Hungary
• Iceland
• Ireland
• Italy
• Latvia
• Liechtenstein
• Lithuania
• Luxembourg
• Malta
• Netherlands
• Norway
• Poland
• Portugal
• Romania
• Slovakia
• Slovenia
• Spain
• Sweden

Other Covered Countries

• United Kingdom
• United States of America
• Canada
• Switzerland

Regional Functions

Within the authority delegated by ToGoTransfer, VISTARIDE may perform:

• regional customer support;
• Passenger support;
• Carrier support;
• operational coordination;
• complaint and incident coordination;
• administrative services;
• Carrier onboarding;
• business development;
• approved marketing activities;
• regional communications;
• Platform support;
• setup and administration of the Payment Partner;
• coordination of Split Payment functionality and payouts to Carriers.

VISTARIDE does not become a Carrier, transportation service provider, vehicle operator, Driver, purchaser, reseller or party to any Transport Contract solely as a result of performing these functions.

Passenger funds are not intended to be received or held in VISTARIDE’s corporate bank account solely as a result of performing its Regional Service Partner functions.

Payments and payouts to Carriers are processed through the relevant Payment Partner infrastructure.

SCHEDULE 5 — CARRIER ACKNOWLEDGEMENT

By accepting this Agreement, the Carrier confirms that:

• it acts independently from ToGoTransfer;
• it independently decides whether to respond to Requests;
• it independently determines the prices of its Offers;
• it bears sole responsibility for the legality, safety, quality and performance of its transportation services;
• the Transport Contract is entered into directly between the Carrier and the Passenger;
• ToGoTransfer provides the technology and marketplace infrastructure and does not provide transportation services;
• Passenger payments for Platform Bookings are processed through the approved Payment Partner infrastructure;
• the Platform may use a Split Payment / Connected Account model;
• the Carrier’s eligible funds may be allocated directly to its Connected Account or Carrier Sub-Account;
• where supported by the Payment Partner, the Carrier may configure its own payout schedule through its payment dashboard;
• ToGoTransfer and Regional Service Partners are not required to make direct bank payouts from their own corporate accounts to the Carrier in respect of transactions processed through the Payment Partner;
• the Carrier must comply with all applicable laws, licensing requirements, insurance requirements, tax obligations and regulatory requirements;
• the Carrier must not circumvent the Platform;
• the Carrier must not request or accept unauthorized direct payments from Passengers;
• the Carrier must maintain accurate KYC/KYB information, payment information, licensing, insurance and business information;
• it accepts the Commission, cancellation, no-show, service failure, payment and settlement rules established by this Agreement;
• it understands that payout availability depends on the relevant Payment Partner, jurisdiction, banking infrastructure, compliance requirements and applicable law;
• electronic acceptance of this Agreement constitutes legally binding acceptance to the extent permitted by applicable law.