Client Service Level Agreement

Section 1: Definitions, Interpretation & Service Context

1. Definitions. In this Service Level Agreement ("SLA"), unless the context indicates otherwise:

• "Fleetxchange" means Fleetxchange (Pty) Ltd, a digital freight brokerage and logistics coordination platform registered in Botswana that connects Clients with vetted and verified Transporters, while providing oversight, visibility, and operational coordination throughout the movement of cargo. Fleetxchange acts as an intermediary and marketplace only and does not physically transport cargo.
• "Client" means the company, individual, or entity engaging Fleetxchange to arrange, coordinate, and oversee the transportation of cargo.
• "Transporter" means an independent third-party transport operator, carrier, or logistics provider vetted, verified, and introduced through the Fleetxchange platform.
• "Load" means a specific shipment arranged through Fleetxchange, domestic or cross-border, from a defined pickup point to a defined delivery point.
• "Trip" means the physical execution of a Load, commencing when the Transporter departs for the pickup point and ending upon confirmed delivery and sign-off of the Proof of Delivery.
• "Commission" means Fleetxchange's service and administration charge on each completed Trip, calculated as a percentage of the Booking Value and deducted from the freight charge.
• "Booking Value" means the total amount charged to the Client for a Load, inclusive of VAT and the Fleetxchange platform fee.
• "Load Confirmation Sheet" means the written document issued by Fleetxchange confirming the commercial, operational, and security terms for a specific Load, which constitutes a binding agreement for that Load.
• "Proof of Delivery (POD)" means signed delivery documentation and/or photographic confirmation captured through the Fleetxchange platform.
• "GIT Insurance" means Goods in Transit insurance underwritten by Botswana Insurance Company (Pty) Ltd, offered optionally to Clients at checkout on a sliding-scale premium based on declared cargo value.
• "Support Ticket" means a formal dispute or query raised through the built-in support and ticketing system within the Fleetxchange platform.

2. Interpretation & Service Philosophy. This SLA is governed by and interpreted in accordance with the laws of Botswana, and disputes are subject to the jurisdiction of the courts of Botswana. Data protection obligations are governed by the Botswana Data Protection Act, 2024 ("DPA 2024"); Fleetxchange's full Data Protection Policy and Privacy Policy are incorporated by reference. In the event of conflict between this SLA and a Load Confirmation Sheet, the Load Confirmation Sheet prevails for that specific Load.

Section 2: Scope of Services & Client Benefits

3. Role of Fleetxchange. Fleetxchange acts as the Client's logistics coordination and oversight partner, providing a structured layer between the Client and the Transporter. Fleetxchange does not physically transport cargo and does not employ drivers. It plays an active role in selecting vetted Transporters, confirming load readiness and documentation, monitoring execution, facilitating communication and escalation, and supporting dispute prevention and resolution. The Client benefits from one central point of accountability.

4. Transporter Vetting & Risk Reduction. Fleetxchange implements a Transporter vetting process including company verification, fleet and capability assessment, insurance verification, and document verification (BA permit, vehicle registration, driver's licence, national ID or passport, and operator's licence). Fleetxchange reserves the right to suspend a Transporter if any required document expires. The declared vehicle type and registration must match the vehicle actually assigned, and vehicle details are displayed to the Client on confirmation.

5. Load Control, Visibility & Transparency. Fleetxchange provides visibility through live tracking access where available, status updates at key milestones, and escalation of delays or issues. For designated Loads, Fleetxchange may require active GPS tracking, dashcams for security-sensitive or high-value cargo, and enhanced reporting.

Section 3: Client Obligations, Cargo Readiness & Load Accuracy

6. Client Cooperation. The Client agrees to work collaboratively and in good faith with Fleetxchange, providing accurate, complete, and timely information including cargo description and nature, declared cargo value (required for GIT insurance premium calculation), weight, dimensions and packaging details, pickup and delivery locations, required delivery timelines, and special handling or security requirements.

7. Load Accuracy & Misdeclaration. The Client warrants that all Load information is accurate and complete. Where a Load does not match the declared specifications, Fleetxchange may, at its discretion, charge the Client for additional costs or allow the Transporter to refuse collection without penalty or refund to the Client. Misdeclaration may result in additional charges, cancellation without refund, and/or account suspension pending review.

8. Prohibited Goods. The Client warrants that all cargo is lawful and does not constitute prohibited, restricted, or illegal goods under the laws of Botswana or any transit jurisdiction. Prohibited goods include illegal narcotics or controlled substances, unlicensed firearms, ammunition or explosives, counterfeit goods, and stolen property. Fleetxchange may refuse or cancel any Load where there is reasonable suspicion of prohibited goods, and the Client shall indemnify Fleetxchange and the Transporter against all claims, penalties, seizures, or losses arising.

9. Packaging & Cargo Preparation. Proper packaging is the sole responsibility of the Client. Fleetxchange and the Transporter shall not be liable for damage arising from inadequate, improper, or insufficient packaging. For fragile, perishable, or special-handling goods, the Client must declare the nature of the cargo and any special handling requirements in advance.

10. Documentation & Compliance. The Client shall provide, where applicable, commercial invoices, packing lists, delivery instructions, and customs or regulatory documentation for cross-border movements. The accuracy and completeness of Client-provided documents remain the Client's responsibility.

Section 4: Load Booking, Confirmation & Change Control

11. Load Request & Initiation. The Client may request transport services via the Fleetxchange platform or directly to the operations team. Fleetxchange assesses feasibility, identifies suitable Transporters, and proposes pricing, timelines, and conditions before any commitment is made.

12. Load Confirmation & Binding Status. A Load is confirmed and binding once the Client approves the commercial terms and Fleetxchange issues a Load Confirmation Sheet, which sets out pricing and payment structure, timelines and milestones, tracking and security requirements, and demurrage terms.

13. Cancellations, Refunds & GIT Insurance. All cancellations must be made through the Fleetxchange platform or by notifying the operations desk. The refund tier is locked at the time Fleetxchange receives the cancellation. Client refund entitlements by stage:

Free cancellation applies more than 10 minutes before dispatch, unless the transporter has already arrived at the collection point, in which case the on-site provisions apply. Standard refunds process within 5 business days; Force Majeure and lateness-triggered refunds within 7 business days. Full detail is in the Cancellation & Refund Policy.

14. GIT Insurance. Fleetxchange offers optional GIT insurance underwritten by Botswana Insurance Company (Pty) Ltd. The premium is calculated on a sliding scale based on declared goods value, shown as a separate line item, included by default, and the Client may opt out before confirming. If the Transporter cancels or the Client cancels during the free window (more than 10 minutes before dispatch), the premium is fully refunded; once the Transporter has departed, the premium is non-refundable. Clients who opt out do so at their own risk. Where a successful claim is made, the insurance payout is the Client's primary remedy. Claims must be notified within 24 hours of delivery being completed or failing to be completed, with supporting documentation. All successful claims are subject to an excess (the greater of 10% of the claim or the applicable minimum excess), borne solely by the Client.

15. Payment Terms & Methods. Fleetxchange accepts payment via three rails:

• Cash — the Client pays the Transporter directly at collection. Fleetxchange's commission is recovered separately from the Transporter via debit order.
• Card — processed at booking confirmation via the Fleetxchange platform, powered by CyberSource (Visa) PCI DSS Level 1 certified payment infrastructure. No raw card data is stored by Fleetxchange.
• EFT / 30-day credit terms — available exclusively to approved company accounts at Fleetxchange's discretion; not available to day-to-day individual clients.

Where EFT terms are approved, the Client must submit proof of payment within the agreed credit period. Late payment may result in account suspension, revocation of EFT terms, a requirement to pre-pay future bookings, and/or recovery action.

Section 5: Service Levels, Communication & Updates

16. Service Level Commitment. Fleetxchange commits to proactive coordination, real-time oversight, structured communication, and escalation and issue management. Fleetxchange does not guarantee transit times, border clearance durations, or loading/offloading speeds controlled by third parties.

17. Status Updates & Visibility. Fleetxchange provides updates at key stages: confirmation of dispatch, in-transit updates, notification of delays or exceptions, and confirmation of delivery. All operational communications should be channelled through the platform to maintain a clear audit trail.

18. Dispute Resolution. The Parties first attempt resolution through the platform's Support Ticket system. The Client must raise a ticket within 14 calendar days of the relevant notification or refund breakdown, including the Booking Reference, the decision being disputed, grounds, and evidence. Acknowledgement within 2 business days; internal review within 10 business days; final decision within 14 business days. Where unresolved, either Party may refer the matter to arbitration in Botswana, conducted in English by a single arbitrator, without preventing urgent interim relief from a competent court.

Section 6–8: Force Majeure, Pricing & Demurrage

19. Force Majeure. Neither Fleetxchange nor the Client shall be liable for failure or delay caused by Force Majeure events (acts of God; war, civil unrest, or security threats; strikes; border or port closures; regulatory or governmental actions). Fleetxchange will continue to communicate, coordinate information flow, and assist with recovery planning where possible.

20. Transparent Pricing. Fleetxchange provides clear, upfront pricing for each Load in the Load Confirmation Sheet, which the Client may review and approve before confirmation. Additional costs may arise from Client-requested changes, extended waiting times, demurrage, misdeclaration, or regulatory requirements, communicated transparently.

21. Demurrage & Waiting Time. Demurrage compensates for delays beyond an agreed free waiting period at loading points, offloading points, or border facilities. The free waiting period is specified in the Load Confirmation Sheet; no demurrage applies unless expressly stated. Demurrage is calculated per day (24 consecutive hours) at the rates specified, and Fleetxchange will seek Client approval before processing any demurrage charges.

Section 9: Liability, Risk Allocation & Insurance

22. Role of Transporters & Risk Responsibility. Transporters engaged through Fleetxchange are independent third-party carriers responsible for the physical transportation of cargo, custody and care of the Load while in transit, and compliance with applicable transport and safety laws. Fleetxchange acts as the coordination and oversight layer and shall not be liable for physical loss or damage to cargo except where such loss arises directly from Fleetxchange's own gross negligence or wilful misconduct. In the event of an incident, Fleetxchange shall notify the Client promptly, facilitate information flow, and support documentation and evidence collection.

Section 10: Non-Circumvention & Ecosystem Integrity

23. The Client agrees not to bypass Fleetxchange by engaging Transporters introduced by Fleetxchange directly, or to negotiate or contract with such Transporters outside the Fleetxchange framework, for a period of twenty-four (24) months following the last Load. This provision ensures consistency of service, protects accountability, and prevents fragmentation of responsibility. Breach constitutes a material breach of this SLA.

Section 11: Termination & Suspension

24. The Client may terminate this SLA by written notice, subject to completion of active Loads and settlement of outstanding invoices. Fleetxchange may terminate where continued engagement exposes either party to material risk, there is persistent non-payment or breach, or the Client requests unlawful or unsafe actions. Fleetxchange may temporarily suspend Services where required information is not provided, payment obligations are significantly overdue, continued execution may expose cargo to undue risk, or regulatory, security, or legal concerns arise.

Section 12: Data Protection

25. Fleetxchange processes personal data in accordance with the Botswana Data Protection Act, 2024. The Client's full data protection rights and Fleetxchange's obligations are set out in the Fleetxchange Privacy Policy and Data Protection Policy, incorporated by reference. Personal data processed includes Client contact information, cargo descriptions and declared values, GPS and route data, and payment references. Fleetxchange does not store raw payment card data. Location and tracking data are collected and processed for the duration of a Trip with the Client's knowledge and consent.

Section 13: Governing Law & General Provisions

This SLA and all Load Confirmation Sheets are governed by and construed in accordance with the laws of Botswana. This SLA, together with any Load Confirmation Sheets, constitutes the entire agreement between the Parties. Each Party agrees to treat all non-public information relating to pricing, cargo, routes, and commercial arrangements as confidential, surviving termination. This SLA and any Load Confirmation Sheet may be accepted electronically or confirmed via platform acceptance, with the same legal effect as a handwritten signature. Fleetxchange may update this SLA from time to time, providing reasonable notice where updates materially affect the Client.

Fleetxchange (Pty) Ltd · Plot 920, African Mall, Gaborone, Botswana · info@fleetxchange.africa · 76666598