Transporter Service Level Agreement

Section 1: Definitions & Interpretation

• "Agreement" means this Transporter Service Level Agreement, including all annexures, schedules, load confirmation sheets, rate confirmations, and written amendments.
• "Fleetxchange" means Fleetxchange (Pty) Ltd, a freight broker and intermediary registered in Botswana, acting strictly as a freight broker and not as a carrier, freight forwarder, or logistics service provider.
• "Transporter" means the contracting party entering into this Agreement, including its directors, shareholders, employees, agents, subcontractors, drivers, and any third parties acting on its instructions.
• "Client" means any shipper, consignee, cargo owner, or third party introduced to the Transporter by Fleetxchange.
• "Load" / "Trip" — a Load is any cargo assigned to the Transporter through Fleetxchange; a Trip is the physical execution of a Load, commencing at Dispatch and ending upon confirmed delivery and sign-off of the POD.
• "Commission" means Fleetxchange's brokerage fee on each completed Trip, calculated as a percentage of the agreed transport rate. On cash trips, the Transporter collects the full amount from the Client and owes Fleetxchange its Commission, recovered by debit order.
• "Load Confirmation Sheet" means a written, electronic, or platform-generated document confirming the details, rate, route, truck, timelines, and conditions for a specific Load, constituting a binding agreement for that Load.
• "POD" means signed delivery documentation and/or photographic confirmation captured through the Fleetxchange platform.
• "Strict Penalties" means fixed, pre-agreed liquidated damages for specific breaches, including late arrival, non-performance, false availability, non-circumvention breaches, and non-compliance with load requirements.
• "Asset Track" means the appointed GPS tracking and telematics service provider of Fleetxchange, being The Telematics Group (Pty) Ltd trading as Asset Track.
• "Debit Order Mandate" means the signed authorisation permitting Fleetxchange to debit the Transporter's verified bank account for Commission owed on cash trips and for any penalties, costs, or deductions arising under this Agreement.

2. Interpretation. This Agreement is interpreted in accordance with the laws of Botswana; data protection obligations are governed by the DPA 2024. Any obligation on the Transporter includes ensuring compliance by its drivers, subcontractors, and third parties. In the event of conflict between this Agreement and a Load Confirmation Sheet, the Load Confirmation Sheet prevails for that specific Load only.

Section 2: Appointment & Role of Fleetxchange

3. Appointment. The Transporter appoints Fleetxchange to act solely as a freight broker and intermediary for the purpose of introducing transport opportunities between Clients and the Transporter. Nothing creates a partnership, joint venture, employment relationship, or carrier relationship between Fleetxchange and the Transporter. Fleetxchange does not provide transport services, operate vehicles, employ drivers, or assume responsibility for the physical carriage of any Load.

4. Broker-Only Role. The Transporter remains at all times the sole carrier of the Load, fully responsible for custody, care, control, and delivery, and for compliance with all applicable laws, permits, customs requirements, and road regulations. Fleetxchange shall not be liable for loss of or damage to cargo, delays, vehicle breakdowns, driver conduct, or accidents, theft, or Force Majeure — except to the extent required by Botswana law and only where such liability arises directly from Fleetxchange's own gross negligence or wilful misconduct.

Section 3: Onboarding, Vetting & Activation

5. Mandatory Onboarding Documents. No Transporter is activated until the following are verified and approved: Certificate of Incorporation; Company Extract; Tax Clearance Certificate; completed Debit Order Form; Bank Account Confirmation Letter; valid BA (Road Transport) permit; vehicle registration certificate (blue book); valid driver's licence for each assigned driver; national identity document or passport for each driver; valid operator's licence; Goods-in-Transit insurance certificate; and comprehensive vehicle insurance certificate. Submission of fraudulent or expired documents constitutes a material breach and grounds for immediate termination and blacklisting. Fleetxchange may suspend the Transporter if any required document expires or is revoked.

6. Vehicle & Driver Declaration. The declared vehicle type and registration must accurately match the vehicle actually assigned to a Load; details are displayed to the Client on confirmation. Any substitution requires Fleetxchange's prior written approval. Unauthorised substitution constitutes a material breach.

7. Bank Account Registration. A verified bank account must be on file before any Transporter may accept Loads, used for both payouts and Commission recovery on cash trips via debit order. The Transporter must notify Fleetxchange immediately of any change to banking details.

Section 4: Commission, Payment & Debit Order Mandate

8. Commission. Fleetxchange charges a commission on every completed Trip, at the rate set out in the Load Confirmation Sheet. On card and EFT trips, Fleetxchange collects the full Booking Value from the Client and pays the Transporter the transport rate less Commission. On cash trips, the Transporter collects the full Booking Value directly from the Client and owes Fleetxchange its Commission, recovered by debit order.

10. Payment Structure. Payment for each Load is structured in milestones as specified in the Load Confirmation Sheet (e.g. 50/50 on loading/offloading; 60/40; 70/30; 100% on delivery; or as agreed). No payment is processed unless and until Fleetxchange has received, verified, and approved valid POD, loading confirmations where milestone-based, tracking data confirming route and timelines, dashcam compliance where required, and all specified documents. Unless expressly agreed otherwise in writing, all payments to the Transporter are strictly conditional upon Fleetxchange receiving payment from the Client; delays in Client payment automatically extend payment timelines to the Transporter.

11. Withholding & Set-Off. Fleetxchange may withhold payment where a dispute exists, penalties or damages are under assessment, tracking or dashcam requirements were breached, the Client has raised a bona fide complaint, or the Transporter is in breach. Fleetxchange may deduct or set off penalties, replacement transport costs, unapproved demurrage, regulatory fines, and damages from any amounts payable.

Section 5: Load Allocation, Acceptance & Confirmation

12. Load Allocation. Fleetxchange allocates Loads at its sole discretion based on operational suitability, historical performance, compliance status, reliability, route capability, and Client requirements. Fleetxchange is under no obligation to allocate any Load and makes no guarantee of minimum volume, frequency, or revenue. Load allocation is a privilege contingent on performance and compliance, not a right.

13. Load Acceptance & Binding Commitment. A Load is formally and irrevocably accepted upon the earliest of: written or electronic confirmation; submission of truck, trailer, or driver details; confirmation of availability or readiness; physical arrival at the pickup location; or any conduct reasonably indicating intent to perform. Upon acceptance, the Transporter warrants the assigned vehicle is roadworthy, compliant, and available; the driver is legally licensed, medically fit, and authorised; all permits, insurance, and documentation are valid; and no conflicting commitments exist. Acceptance is a firm, unconditional, binding obligation to perform.

14. Cancellation Penalties. Cancellation after Load acceptance for reasons within the Transporter's control constitutes a material breach. A tiered cancellation fee is charged and deducted or recovered by debit order: BWP 50 for loads below P5,000; BWP 100 for P5,001–P50,000; BWP 150 for above P50,000 (retained by Fleetxchange, not passed to the Client). These are in addition to any replacement transport costs, Client compensation, or other losses. Partial trips abandoned mid-route result in payment for the completed portion only, application of the cancellation fee, and account review. The Client is charged the full Booking Value when a trip is abandoned at the Client's instruction, regardless of distance completed.

15. No-Shows, False Availability & Unauthorised Deviation. Failure to present the assigned truck within the agreed window, presentation of an unauthorised substitute, misrepresentation of availability or compliance, and cancellation after acceptance for controllable reasons each constitute a material breach, entitling Fleetxchange to impose Strict Penalties and liquidated damages, recover replacement transport costs, deduct penalties from monies due, suspend or blacklist the Transporter, and terminate with immediate effect.

Section 6: Operational Obligations, Tracking & Compliance

17. Appointed Tracking Provider — Asset Track. Fleetxchange has appointed Asset Track (The Telematics Group (Pty) Ltd) as its approved tracking and telematics provider. Where the Transporter does not have an active tracking solution, elects not to disclose its existing provider, or fails to meet tracking requirements, Fleetxchange may require the Transporter to use Asset Track for the duration of the Load. The cost is disclosed in advance and payable by the Transporter or deducted from amounts due. Use of Asset Track does not transfer carrier risk or liability to Fleetxchange or Asset Track.

18. Dashcam Requirements. For any Load classified as high-value, high-risk, or security-sensitive, the Transporter shall ensure the assigned vehicle is fitted with a dual-facing dashcam (forward-facing and driver-facing). Disabling or obstructing the camera, tampering with footage, or permitting unauthorised passengers in the cabin constitutes a material breach. Where the Transporter lacks a compliant dashcam, Fleetxchange may arrange a subsidised dashcam on a rental basis through Asset Track.

19. Proof of Collection & Delivery. Proof of collection and delivery are mandatory for every Load, captured via photo submission through the Fleetxchange platform at collection and delivery. The Transporter has a duty of care over cargo while in their custody and shall take all reasonable precautions against loss, damage, theft, or contamination.

20. Delay Notification. The Transporter shall immediately notify Fleetxchange of any event that may cause late arrival, missed loading slot, delayed delivery, route deviation, or operational disruption, including the nature, estimated duration, and corrective actions. Delays within the Transporter's control (breakdown due to poor maintenance, driver absenteeism, lack of valid documentation, fuel shortages, unauthorised deviations) may result in penalties, deductions, negative scoring, and suspension.

21. Compliance with Laws. The Transporter shall comply with all applicable laws in every jurisdiction through which the Load is transported, including road traffic and transport legislation, cross-border and customs laws, immigration and driver documentation, hazardous goods regulations, and axle load limits. Any delay, fine, seizure, penalty, detention, or loss arising from non-compliance is borne solely by the Transporter, who indemnifies Fleetxchange against all such costs.

Section 7: Performance Standards & Ratings

22. Fleetxchange maintains a performance and reliability rating system visible to Clients, based on on-time arrival, delivery performance, tracking compliance, Client feedback, and cancellation history. A minimum rating threshold applies; falling below it results in a warning, restricted Load allocation, and potential suspension. On-time collection and delivery are core obligations. Arrivals more than 30 minutes beyond the agreed window without prior notification constitute a breach. Where a Transporter is more than 2 hours late without prior notice and the Client cancels, the Client is entitled to a 100% refund and the Transporter bears their own costs.

Section 8: Insurance, Cargo Liability & Risk Allocation

23. Transporter Insurance Obligations. The Transporter shall, at its own cost, procure and maintain comprehensive vehicle insurance for all trucks and trailers, Goods-in-Transit (GIT) insurance covering loss or damage to cargo, third-party liability insurance, and any additional insurance required by law, the Client, or the Load Confirmation Sheet. Upon request, the Transporter shall provide certificates, policy schedules, and proof of premium payment. The Transporter bears full responsibility and risk for the Load from the moment risk commences until lawful delivery and acceptance, and waives any right of recourse against Fleetxchange except where caused directly by Fleetxchange's gross negligence or wilful misconduct.

24. Indemnity. The Transporter indemnifies and holds Fleetxchange harmless against all claims, losses, damages, liabilities, costs, or expenses arising from cargo loss or damage, personal injury or death, regulatory or customs violations, failure to maintain required insurance, and breach of this Agreement or any Load Confirmation Sheet. This indemnity survives termination.

Section 9: Non-Circumvention, Confidentiality & Data Use

26. Confidentiality. The Transporter shall keep all Confidential Information strictly confidential and use it solely for performing obligations under this Agreement, including Client identities and contact details, rates, margins, and pricing structures, Load Confirmation Sheets, and platform data. These obligations survive termination.

27. Data Protection & GPS Tracking Data. Fleetxchange processes the Transporter's personal and operational data (location data, identity documents, driver records, payment information) in accordance with the DPA 2024. GPS tracking data, dashcam compliance data, performance records, and operational communications generated in connection with Loads are platform data owned by Fleetxchange, which may use such data for operational analysis, risk management, compliance and audits, sharing with Clients, insurers, or authorities where reasonably required, and dispute resolution. The Transporter's full data protection rights are set out in the Fleetxchange Data Protection Policy, incorporated by reference.

Section 10: Suspension, Blacklisting & Termination

28. Fleetxchange may apply graduated enforcement measures — warnings, temporary suspension from specific Loads, full platform suspension, blacklisting, and termination — and may escalate directly where circumstances warrant. Each of the following constitutes a material breach entitling immediate termination: breach of non-circumvention obligations; failure to maintain required insurance; cargo loss, theft, hijacking, or abandonment caused by negligence; falsification of documents, tracking data, or records; unauthorised passengers on high-value or restricted Loads; tampering with tracking or dashcam systems; repeated no-shows or operational failures; and failure to comply with applicable laws. Upon termination, suspension, or blacklisting, all ongoing Loads may be cancelled or reassigned at the Transporter's cost, outstanding payments may be withheld pending reconciliation, penalties or set-offs may be applied, and all platform access ceases immediately.

Section 11: Dispute Resolution & Governing Law

29. In the event of a dispute, the Transporter shall notify Fleetxchange in writing through the platform's Support Ticket system, setting out full particulars, supporting documentation, and the relief sought. The Parties shall attempt resolution through good-faith discussions via the ticket system for a maximum of seven (7) business days. If unresolved, either Party may refer the matter to arbitration in Botswana, conducted in English by a single arbitrator. This Agreement, each Load Confirmation Sheet, and any dispute are governed by the laws of Botswana. Nothing prevents Fleetxchange from approaching any court of competent jurisdiction for urgent interim relief, injunctive relief, or enforcement of non-circumvention obligations without first engaging in arbitration.

Section 12: General Provisions

30. This Agreement, together with all Load Confirmation Sheets, schedules, and written amendments, constitutes the entire agreement between the Parties. No amendment is valid unless in writing and signed or electronically accepted by Fleetxchange. This Agreement may be executed electronically, by digital signature, platform acceptance, or performance (including acceptance of a Load), with the same legal effect as a handwritten signature. Clauses relating to non-circumvention, confidentiality, data use, indemnities, payment recovery, and dispute resolution survive termination or expiry. Nothing creates a partnership, joint venture, or employment relationship between the Parties.

Schedule A — Debit Order Mandate

By accepting this Agreement, the Transporter authorises Fleetxchange (Pty) Ltd to debit the Transporter's registered bank account for: (a) Commission owed on cash trips, on a weekly recurring run; (b) any penalties, costs, or deductions arising under this Agreement; and (c) any returned-debit charges incurred as a result of a failed debit. This mandate applies to all Commission owed on cash trips and any deductions arising under the Agreement. The Transporter acknowledges that a negative balance between debit runs does not constitute a debt until the scheduled run. This mandate remains in force for the duration of the Agreement and survives termination in respect of any outstanding balances. Bank account details are captured and verified during onboarding.

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