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TOGOTRANSFER LICENSE AGREEMENT

This Agreement is concluded in electronic form, accepted by ticking a checkbox during registration or when using the Service, and is equivalent to a written acceptance.

1. GENERAL PROVISIONS

1.1. Licensor. To Go Transfer FZ LLC, registered at Twin Towers, Fujairah Creative City — Media Free Zone, P.O.Box 4422, Fujairah, UAE, License No. 19520/2025 (the "Licensor"), hereby offers the services available at https://togotransfer.com, its subdomains, and via the ToGoTransfer Driver mobile applications (the "Site" and/or the "Service") to carriers/drivers (as defined below, the "Licensee") on the terms of this License Agreement (the "Agreement").

1.2. Scope. The Agreement applies to all carriers cooperating with the Licensor wherever the ToGoTransfer Service operates. The Agreement becomes binding as set out in Section 3.

1.3. Effective Version. This version takes effect on 01 December 2025 and remains in force until a new version is posted on the Site.

1.4. Changes. The Licensor may amend this Agreement with at least fifteen (15) calendar days' prior notice via the Platform interface and/or by e-mail. By continuing to use the Service after the effective date, the Licensee agrees to the updated version.

1.5. Time Zone. Dates and times in this Agreement are in UTC+4 (UAE), unless stated otherwise.

1.6. Definitions.

  • "Acceptance" — the Passenger's acceptance of the Carrier's offer via the Service.
  • "Request" — a Passenger's request placed via the Service to find a Carrier.
  • "Settlement/Payment period" — periods for accruals and payouts to the Licensee.
  • "Carrier/Licensee" — an individual, sole proprietor, or legal entity providing transport services via the Service.
  • "Passenger/User" — a person who places an order for transport services via the Service.
  • "Transport Contract" — an agreement between Carrier and Passenger for provision of the transport service.
  • "Service Database" — the information system on www.togotransfer.com and in the ToGoTransfer DRIVER app.
  • "License Fee/Commission" — the Licensor's fee for use of the Service.
  • "Account" — the Licensee's secure workspace within the Service.
  • "No-show" — a party's failure to appear within the mandatory free waiting time.
  • "Urgent order" — an order with less than 30 minutes remaining to pickup.
  • "Order Price" — the service price offered by the Carrier and accepted by the Passenger.

2. SUBJECT OF THE AGREEMENT

2.1. The Licensor grants the Licensee a non-exclusive, non-transferable, non-sublicensable, and revocable right to use the ToGoTransfer Platform for offering and performing transportation services to Users. The Licensee agrees to pay the Licensor a License Fee (Commission) as defined in this Agreement.

2.2. The Licensor is not a party to any transport or carriage contract between the Licensee (Carrier) and the User. The Licensor provides a technological online Platform with informational, communication, and payment functionalities, including: – access to, receipt, and processing of User transport requests; – exchange of offers between Users and Carriers; – booking and payment processing; – technical support, dispute handling, service quality control, safety and accessibility compliance.
For the sole purpose of collecting payments from Users on behalf of the Carrier, the Licensor acts as the Carrier’s Limited Payment Collection Agent. Any payment made by a User to the Platform shall constitute full and valid discharge of the User’s payment obligation to the Carrier.
The Platform applies a delayed payout model. This means that funds collected from the User are not immediately remitted to the Carrier. Payout to the Carrier is initiated only after: (i) the trip has been marked “Trip Completed”, and (ii) no valid complaint, dispute or chargeback has been submitted within the applicable review period.
Before initiating payout to the Carrier, the Platform deducts the Licensor’s Commission (5% for urgent orders, 10% for standard orders) in accordance with Section 5 of this Agreement. Until the payout is initiated, such funds are not considered received income of the Carrier.

3. AGREEMENT FORMATION AND ACCESS TO THE SERVICE

3.1. The Agreement is formed, and access to the Service Database is granted, after the Licensee:

  • (a) registers on the Site as a Carrier, completes mandatory fields, and accepts the Agreement;
  • (b) uploads required documents (SP/Company registration, licenses/permits, insurance, driver licenses, KYC/AML documents, payout details, etc.); and
  • (c) successfully passes the Licensor's checks (KYC/AML/sanctions screening).

3.2. The Licensee must promptly update registration and contact details in the Account.

3.3. The Licensee ensures drivers have smartphones with internet access and use the ToGoTransfer DRIVER app (GPS/statuses) while performing orders.

3.4. The Licensor may deny or suspend access if data is doubtful, KYC/AML/sanctions requirements are unmet, or other compliance risks arise.

4. SERVICE DESCRIPTION

4.1. The Service enables technology interaction between Carrier and Passenger, messaging, data storage/processing, payment intake, status tracking, and mobile app integrations.

4.2. The Carrier submits an offer in response to a Request. Once the Passenger accepts, a Transport Contract is concluded.

4.3. The Order Price offered by the Carrier and accepted by the Passenger includes all expenses (tolls, parking, drinking water, Wi-Fi, child seats, etc.) and may not be changed after acceptance. Extra services (waiting beyond the free window, other options) are agreed in the Service chat and may be charged additionally.

4.4. The Passenger pays via the Service. The Carrier is paid net of the Licensor's Commission, within the timing and process of Section 5.

4.5. Disputes about the quality of the transport service are resolved between Carrier and Passenger. The Licensor is not a party, but may assist per support procedures.

4.6. The Licensee acknowledges that:

  • — the Licensor is not a carrier and is not liable for transport results;
  • — the Licensor's responsibility is limited to operating the Platform and routing payments;
  • — IP in the Service belongs to the Licensor;
  • — outages/downtime may occur;
  • — the Licensor may check documents and reflect the Carrier's rating/statistics;
  • — the Service is provided "as is" and "as available".

5. COMMISSION AND PAYMENT TERMS

5.1. General Provisions

  • 5.1.1.The Service does not provide transportation services; the Carrier (Licensee) is the actual service provider
  • 5.1.2.The Service acts as the Carrier’s Limited Payment Collection Agent.
  • 5.1.3. The settlement model is based on delayed payout. Funds received from the User are collected by the Platform on behalf of the Carrier. These funds are only paid out to the Carrier after: – the trip status is confirmed as “Trip Completed”; and – no justified claim, dispute, or chargeback is pending. Payout to the Carrier will not begin earlier than 24 (twenty-four) hours after trip completion, and only if there are no open complaints. Until that moment, such funds are not considered the Carrier’s income.

5.2. Payout timing. Transfers are made no later than seven (7) calendar days after the conditions in 5.1.3 occur. Minimum payout amount and methods appear in the Account.

5.3. No off-platform payments. All payments must go through the Platform. Cash payments, direct transfers or other off-platform methods are prohibited unless expressly authorized in writing by the Licensor; if so authorized, the payment must still be initiated/recorded via the Platform (POS link/QR).

5.4. Taxes and VAT.

  • 5.4.1. The Licensor is registered in the UAE and does not charge VAT/indirect taxes on cross-border digital B2B services to the Carrier, unless required by law.
  • 5.4.2. The Carrier is solely responsible for assessing and paying VAT/analogous taxes in its jurisdiction (including reverse charge mechanisms).
  • 5.4.3. Licensor invoices may state: "Reverse charge applies. Customer is responsible for any VAT/GST under local law."

6. NO-SHOW EVENT

6.1. Where no-show is suspected, the Licensee must immediately record the event in the app and collect evidence (geo-tags/photos/videos, chat/call screenshots, parking receipts, etc.) and upload within three (3) hours from the agreed start time (taking free waiting time into account). The Licensee must retain evidence for at least three (3) months.

6.2. Financial consequences and allocation of amounts for Passenger or Carrier no-show are determined by Section 7 (B2B allocation) and the public Refund & Cancellation Policy (B2C), read consistently.

6.3. If no-show is caused by valid circumstances (force majeure, accident, etc.), the procedure in Section 7 (force majeure/special cases) applies.

7. CANCELLATIONS AND MANDATORY FREE WAITING TIME

7.1. General rules and evidence

  • 7.1.1. All cancellations, statuses and messages are recorded in the Account or mobile app.
  • 7.1.2. Evidence (photos, videos, geo-tags, chat/call screenshots, parking receipts and other documents) for no-show or late cancellations must be uploaded by the Licensee within three (3) hours from the agreed start time (considering free waiting time) and kept for at least three (3) months.
  • 7.1.3. Claims & appeals: an initial response is provided within five (5) business days; a final decision within fifteen (15) business days after all data is provided.

7.2. Cancellation by the Licensee (Carrier)

  • 7.2.1. More than 48 hours before pickup:
    • — no penalty;
    • — rating impact: three (3) negative zero-star entries;
    • — the Licensor's 10% License Fee is withheld.
  • 7.2.2. Less than 48 hours but more than 3 hours before pickup:
    • — penalty 30% of the Order Price;
    • — rating impact: four (4) negative zero-star entries;
    • — the penalty remains with the Platform and is used for urgent replacement sourcing, rate uplift for alternative carriers, and related costs;
    • — no additional License Fee is withheld.
  • 7.2.3. Less than 3 hours, or order not performed, or failure to appear at the meeting point:
    • — penalty 70% of the Order Price;
    • — rating impact: five (5) negative zero-star entries;
    • — the penalty remains with the Platform and is used for urgent replacement sourcing, rate uplift for alternative carriers, and related costs;
    • — no additional License Fee is withheld.

7.3. Cancellation by the Passenger

  • 7.3.1. More than 24 hours before pickup:
    • — the Passenger is refunded the full Order Price less any non-refundable PSP fees (if applicable);
    • — the Carrier receives no payout.
  • 7.3.2. Less than 24 hours before pickup:
    • — 100% of the Order Price is retained;
    • — if the Carrier has not departed, the Carrier is paid 30%;
    • — if the Carrier is en route or on site, the Carrier is paid 70%;
    • — the Licensor's Commission is not withheld on such payouts.

7.4. Passenger no-show

  • 7.4.1. "Passenger no-show" means the Passenger failed to arrive at the meeting point within the free waiting time.
  • 7.4.2. Upon evidence of presence at the meeting point before the free waiting time expires, the Carrier is paid 70% of the Order Price.
  • 7.4.3. The Licensor's Commission is not withheld on such payouts.

7.5. Carrier no-show

  • 7.5.1. If the Carrier fails to arrive at the meeting point, the Passenger receives a 100% refund.
  • 7.5.2. The Carrier receives no payout and is additionally sanctioned per 7.2.3 (penalty and rating impact).
  • 7.5.3. The following are also treated as Carrier no-show:
    • — dispatch of a vehicle not matching the specifications promised in the order;
    • — missing mandatory child seats where specified in the request;
    • — provision of an unroadworthy/defective vehicle making the trip unsafe or causing its failure or delay;
    • — improper/inappropriate/abusive driver behavior that prevents proper trip performance.
    In these cases, the Passenger may receive up to 100% refund; penalties and any passenger compensation are assessed case-by-case by Support. The Licensor's service fee of 10% is still applied.

7.6. Mandatory free waiting time

  • — Urgent trips: 15 minutes;
  • — City trips: 30 minutes;
  • — Rail/bus terminals: 45 minutes from actual arrival time;
  • — Airports/sea ports: 90 minutes from actual arrival time.

7.6.1. If the Passenger provides a flight/train/bus number, the free waiting time starts from the actual arrival time. If no number is provided, timing runs from the meeting time stated in the order.

7.7. Force majeure and special cases

  • 7.7.1. Illness, accident, vehicle breakdown, natural disaster or other valid circumstances are reviewed individually upon documentary/photo/video evidence.
  • 7.7.2. Submit all materials to partner@togotransfer.com for review.
  • 7.7.3. The Platform may reduce or waive penalties and rating sanctions based on the review.

7.8. Relation to the public policy

  • 7.8.1. This Section governs internal B2B allocation between Platform and Carrier.
  • 7.8.2. Public B2C rules for Passengers are set out in the Refund & Cancellation Policy on the Site and prevail regarding consumer rights.

8. WARRANTIES, LIABILITY, COMPLIANCE

  • 8.1. The Licensee warrants that it:
    • — holds all authorities/permits/licenses required to provide transport;
    • — provides accurate and up-to-date information and documents;
    • — fulfills all tax/licensing/regulatory obligations;
    • — is not a sanctioned person and does not act for sanctioned persons;
    • — complies with the Licensor's NDA, Privacy Policy, KYC/AML Policy, and Sanctions Policy.
  • 8.2. Data protection roles. The Company is the data controller for Passenger data. The Carrier is an independent controller for data received to perform a trip (name/nickname, phone, meeting details) and uses it only to provide the service, in line with the Privacy Policy. Payment/cloud providers act as controllers/processors depending on context.

9. DISCLAIMER OF WARRANTIES

9.1. The Service is provided "as is" and "as available." The Licensor does not warrant uninterrupted operation, error-free performance, fitness for the Licensee's expectations, or achievement of particular results.

10. CONFIDENTIALITY AND NON-DISCLOSURE (NDA)

10.1. The Licensee must not serve Service customers off-platform, accept off-platform payments, or share customer contacts with third parties. All communications must go through the Platform chat.

10.2. Any information obtained via the Service is confidential and used solely to perform ToGoTransfer orders.

10.3. NDA survives three (3) years after cooperation ends. Breach may result in account blocking, withholding due amounts pending investigation, and other measures under the AUP/Sanctions Policy.

11. LIMITATION OF LIABILITY

11.1. The Licensor is not liable for indirect losses, lost profit, loss of data, or delays/outages and circumstances beyond its control.

11.2. Liability cap. The Licensor's aggregate liability to the Carrier is limited to the greater of: (i) the Licensor's Commission on the disputed order; or (ii) EUR 500 (or equivalent), except for willful misconduct/gross negligence and harm to life/health.

11.3. The Carrier is responsible for legal compliance, insurance, proper service performance, and shall indemnify the Licensor for losses caused by the Carrier's breach.

11.4. Appeals. The Carrier may appeal penalties/ratings within seven (7) calendar days. Initial response within five (5) business days; final decision within fifteen (15) business days.

12. INSURANCE; DEDUCTIBLES

12.1. The Licensee must maintain valid insurance (passenger/third-party liability and other policies required by law).

12.2. Insurance deductibles are always payable by the Licensee.

13. TERMINATION AND BLOCKING

13.1. The Licensor may limit/suspend/terminate access if: ratings fall, Agreement/policy breaches occur, data is untrue, fraud/AML/sanctions issues arise, or as required by law.

13.2. Where not prohibited by law, the Licensor will send a notice stating reasons and allow up to five (5) business days to respond and/or remedy (due process).

13.3. The Licensee may cease using the Service after fulfilling obligations to Passengers by notifying info@togotransfer.com.

14. COUNTRY-SPECIFIC FEATURES

14.1. The Platform complies with local laws; the Licensee must perform services accordingly.

14.2. Certain countries may have currency, language, age or additional requirements.

14.3. Mandatory consumer protection rules of jurisdictions apply where they ensure a higher level of protection.

15. NON-DISCRIMINATION

The Carrier must not refuse service or impose requirements that discriminate based on sex, race, nationality, religion, orientation, disability, etc. Breaches may result in sanctions up to blocking.

16. ACCESSIBILITY AND SUPPORT FOR VULNERABLE GROUPS

ToGoTransfer follows inclusivity principles and aims for WCAG 2.1+ compatibility. Where feasible, the Carrier provides vehicles with ramps/lifts and accepts assistance animals in accordance with law.

17. RATINGS, REVIEWS AND SCORES

17.1. The Passenger may leave a review and rating within one (1) month after the trip.

17.2. Ratings reflect service, communication, driving, and vehicle.

17.3. Cancellations/delays/complaints/failure to provide service attributable to the Carrier adversely affect rating and access to orders.

18. SPECIAL TRANSPORT RULES

18.1. Children. Minors travel only with adults/with written consent; child seats as required. If safety measures are not met, the Carrier may refuse the trip, must notify the Service, and provide evidence. Such case may be reviewed by Support as a Passenger no-show event.

18.2. Animals. Transport of animals per rules and upon agreement; assistance animals are accepted free of charge unless local law states otherwise.

19. FINAL PROVISIONS

19.1. Force Majeure. War, epidemics, natural disasters, mass provider outages, acts of authorities and similar events excuse performance during their duration, provided the other Party is notified within a reasonable time.

19.2. Policy updates. The Licensee agrees to the current Privacy Policy, KYC/AML Policy, Sanctions Policy, Cookies Policy, and Acceptable Use Policy as published on the Platform. Updates are notified per Clause 1.4.

19.3. Restricted Territories. The Licensee shall not perform orders in Restricted Territories as listed in the Company's current Sanctions Policy (the latest version prevails).

19.4. Governing law & disputes. UAE law governs. All B2B disputes between the Parties are finally settled at DIAC (Dubai), language English. Consumer disputes are governed by the public Terms and mandatory consumer laws, including the right to bring claims in a local jurisdiction to the extent permitted by law.

19.5. Assignment. The Licensor may assign rights/obligations without the Licensee's consent. The Licensee may assign only with the Licensor's prior written consent.

19.6. Third-party rights. No third party may enforce this Agreement.

19.7. Notices. Notices are sent via the Site/app or to the e-mail provided at registration and are deemed received.

19.8. No waiver. Failure to exercise a right does not constitute a waiver.

19.9. Severability. If any provision is invalid, the remainder remains in force.

19.10. Language. This Agreement is drafted in English. In case of discrepancies between translations, the English version prevails.

19.11. Entire Agreement. This Agreement and the policies incorporated by reference constitute the entire agreement between the Parties.

Licensor details:

To Go Transfer FZ LLC, License No. 19520/2025, TRN No. 104934145400001
Twin Towers, Fujairah Creative City — Media Free Zone, P.O.Box 4422, Fujairah, UAE
E-mail: info@togotransfer.com