Driver Agreement

Parties

This Driver Agreement ("Agreement") is entered into between Rydr Transport Technology Ltd., a company incorporated under the laws of the Federal Republic of Nigeria ("Rydr", "the Company", "we", or "us"), and the individual whose full legal name, government-issued identification, and vehicle details are registered on the Rydr Platform at the time of Account activation ("Driver", "you", or "your").

This Agreement takes effect on the date of the Driver's Account activation on the Platform ("Effective Date") and supplements Rydr's Terms and Conditions of Use in respect of matters specific to the Driver relationship. The Terms and Conditions of Use, the Privacy Policy, and the Cookies Policy are incorporated into this Agreement by reference. Where a specific matter is addressed in more than one of those documents, the precedence rule at the Preamble to the Terms and Conditions of Use applies.

Section 1 — Definitions

Capitalised terms used in this Agreement and not otherwise defined here bear the meanings given to them in Rydr's Terms and Conditions of Use. In addition:

• "Driver Earnings" means the Fares received by the Driver from Riders for completed Trips, credited to the Driver's Rydr Wallet, less any deductions expressly permitted under this Agreement.
• "Driver Subscription Plan" means the tiered subscription selected by the Driver from the Standard, Pro, or Elite plans, as described in Section 6.
• "Subscription Fee" means the recurring fee payable by the Driver for the Driver's active Driver Subscription Plan, displayed on the Platform at subscription selection.
• "Trip Listing" means a Driver-created entry on the Platform advertising a Trip with specified origin, destination, departure time, seats available, and Fare per seat.
• "Vehicle" means the motorised road vehicle registered by the Driver on the Platform for use in performing transportation services, which must at all times meet the Vehicle Standards.
• "Vehicle Standards" means the minimum roadworthiness, safety, documentation, insurance, hygiene, and technology standards set out in Section 4, as updated from time to time.

Section 2 — Nature of the Relationship

2.1 Rydr's Service

Rydr is a safety focused digital garage. Rydr provides the identity verification, QR-anchored trip check, live-share, SOS routing, trip logging, and dispute-resolution infrastructure through which independent Drivers and Riders connect and take Trips. Rydr does not operate transportation services, employ Drivers, own or operate vehicles, act as a carrier, or fix the Fare between the Driver and a Rider. Rydr's revenue in respect of the Driver arises solely from the Subscription Fee.

2.2 Independent Contractor Status

The Driver operates as an independent contractor. Substantively, and to distinguish this relationship from an employment relationship under the Labour Act Cap L1 LFN 2004, the Driver:

• sets the Driver's own working hours and decides when to be available on the Platform;
• chooses which Trip requests to accept and which to decline, subject to the anti-discrimination and safety obligations in Section 4 of the Terms and Conditions of Use;
• sets the Fare listed for each Trip Listing without any Fare floor, ceiling, or corridor guidance imposed by Rydr;
• operates a Vehicle the Driver owns or leases and bears the cost of its maintenance, fuel, and insurance;
• is responsible for the Driver's own tax, national insurance, pension arrangements, and statutory contributions under Nigerian law; and
• bears the commercial risk of the Driver's own driving activity.

Nothing in this Agreement creates an employment relationship, agency, partnership, joint venture, or franchise between Rydr and the Driver. Rydr does not undertake to provide the Driver with minimum earnings, employment benefits, pension contributions, or statutory worker protections, save where applicable Nigerian law expressly imposes such an obligation on Rydr.

2.3 Direct Contract of Carriage

Upon mutual acceptance of a Fare and successful QR Verification, a direct contract of carriage is formed between the Driver and each Rider on the Trip. Rydr is not a party to that contract of carriage, as further described in Section 2.4 of the Terms and Conditions of Use.

2.4 Future Regulatory Developments

Where Nigerian legislation or binding regulatory directive requires Rydr to extend specific protections or benefits to Drivers notwithstanding their independent contractor characterisation, Rydr will comply and amend this Agreement on not less than fourteen (14) days' prior notice to the Driver.

Section 3 — Driver Eligibility

The Driver must satisfy the general User eligibility requirements at Section 3.1 of the Terms and Conditions of Use and, in addition:

3.1 Licences and Permits

The Driver must at all times hold:

• a valid Nigerian driver's licence of the appropriate class for the Vehicle being operated;
• the applicable state commercial passenger transport authorisation (such as the Lagos State Hackney Carriage Permit or the equivalent instrument in any other Nigerian state in which the Driver intends to operate); and
• all other transport-sector licences or permits required by federal, state, or local government authorities in each jurisdiction of operation.

3.2 Vehicle Requirements

The Vehicle must at all times:

• be roadworthy, mechanically sound, and safe for passenger transportation;
• hold a current and valid third-party liability insurance policy issued by a NAICOM-licensed insurer;
• hold a current vehicle licence and a valid roadworthiness certificate issued by the relevant state motor vehicle administration or Vehicle Inspection Office;
• be registered in the Driver's name or, where registered in a third party's name, be accompanied by a notarised authorisation letter from the registered owner permitting commercial use on the Platform;
• meet the Vehicle Standards in Section 4; and
• not display markings, signage, or branding of any other ride-hailing or commercial transport platform during active use on the Rydr Platform.

3.3 Driver-Specific Onboarding

In addition to the general User onboarding steps at Section 3.2 of the Terms and Conditions of Use, the Driver must complete:

• verification of the driver's licence submitted under Clause 3.1(a);
• submission of photographs of the Vehicle showing the front, rear, both sides (with the licence plate clearly visible), and the interior, each taken without any passenger or other person present, for identity binding on the Platform and evidence of Vehicle Standards compliance; and
• inspection of the Vehicle against the Vehicle Standards.

Rydr does not conduct criminal background checks as part of onboarding.

3.4 Continuing Eligibility

The Driver must (a) notify Rydr within forty-eight (48) hours of any change to eligibility status, including driver's licence suspension or revocation, insurance lapse, transport permit expiry, Vehicle change, or any Nigerian sanction or court order affecting the Driver's ability to use the Platform; (b) maintain all required licences, permits, and insurance in good standing; and (c) submit updated Vehicle documentation and, where required, updated Vehicle photographs on the schedule at Schedule 1 and upon any material change to the Vehicle.

Section 4 — Vehicle Standards

4.1 Minimum Vehicle Standards

The Driver's Vehicle must comply with the following at all times. Rydr may revise the Vehicle Standards on notice under Clause 11.1.

4.2 Vehicle Change or Substitution

The Driver must notify Rydr on the Platform and obtain Rydr's approval before substituting or replacing the registered Vehicle. The substitute or replacement Vehicle must pass Rydr's inspection and meet the Vehicle Standards before it may be used on any Trip.

4.3 Driver's Inspection Responsibility

The Driver is solely responsible for ensuring the Vehicle is in a safe, roadworthy, and legally compliant condition before commencing any Trip. Rydr's inspection at onboarding and any periodic re-inspection does not constitute a warranty by Rydr that the Vehicle is safe for any particular use.

Section 5 — Fare Setting and Trip Acceptance

The Driver sets the Fare per seat on each Trip Listing at the Driver's own discretion, subject to Section 6 of the Terms and Conditions of Use. The three-exchange Negotiation protocol at Section 9 of the Terms and Conditions of Use applies. The Driver retains full discretion over the acceptance or rejection of any Trip request, subject to the anti-discrimination obligations at Section 4.6 of the Terms and Conditions of Use.

Section 6 — Driver Subscription Plans

6.1 Subscription Tiers

The Driver must subscribe to and maintain one of the following Driver Subscription Plans to create Trip Listings and accept Trip requests:

Current pricing for each Plan is displayed on the Platform at subscription selection and on Rydr's website. Rydr may from time to time revise the coverage distances, daily Trip caps, benefits, or pricing of any Plan on prior notice of not less than fourteen (14) days to affected Drivers.

6.2 Subscription Billing

The Driver may elect to be billed monthly or annually. Annual subscribers receive the discount displayed on the Platform. Subscription Fees are charged automatically to the Driver's designated Authorised Payment Method at the commencement of each billing cycle.

6.3 Plan Limits

The Platform automatically restricts Trip acceptance beyond the Driver's Plan's coverage distance or daily Trip cap.

6.4 Plan Upgrades and Downgrades

Upgrades take effect immediately on payment of the pro-rated top-up differential for the remainder of the current billing cycle. Downgrades take effect at the commencement of the next billing cycle.

6.5 Demand-Signal Features (Pro and Elite)

Rydr may make available to Pro and Elite Drivers operational features that surface aggregated corridor demand data to help Drivers create Trip Listings responsive to that demand. Such features do not disclose the identity, telephone number, or precise pick-up location of any Rider on the Platform.

6.6 Suspension for Non-Payment

Where a Subscription Fee charge is declined at the automatic charge attempt, Rydr will notify the Driver and provide a grace period of three (3) days within which the Driver may update the Authorised Payment Method and effect payment. During the grace period, the Driver remains active. If payment is not received by the end of the grace period, the Driver's ability to accept new Trip requests is suspended, but any Trip already accepted must be completed. The Driver's Rydr Wallet is not frozen during suspension for non-payment. On payment of the outstanding Subscription Fee, the suspension is lifted. Where the Driver's Subscription Fee charge is declined repeatedly within a rolling twelve-month period according to a threshold set by Rydr and communicated to affected Drivers, Rydr may proceed to suspension of the Account under Section 10.

6.7 Cancellation and Refunds

The Driver may cancel the Driver's subscription at any time through the Platform. Cancellation takes effect at the end of the current billing cycle unless a shorter effective date is elected.

A cancelling Driver on a monthly billing cycle is not entitled to a refund of any portion of the current month's Subscription Fee, the residue being small and the administrative cost of refund proportionate.

A cancelling Driver on an annual billing cycle is entitled to a pro-rated refund calculated from the beginning of the calendar month following the effective date of cancellation to the end of the annual billing cycle, less an administrative fee notified to the Driver at the time of cancellation in an amount that is reasonable and proportionate to Rydr's administrative cost of processing the refund. The refund is paid to the Withdrawal Account within seven (7) business days of the effective date.

Section 7 — Earnings, Wallet, and Payouts

7.1 Earning Structure

The Driver's earnings model is subscription-based, not commission-based. Rydr does not take a percentage of any Fare paid by a Rider to the Driver. The Driver retains one hundred percent (100%) of the agreed Fare from each Trip, less only those deductions expressly permitted under Clause 7.2.

7.2 Permitted Deductions

The following may be deducted from the Driver's Fare receipts or Wallet balance: (a) any payment processing fee applied by the licensed Digital Payment Infrastructure operator on Rider payments before credit to the Rydr Wallet; (b) a Driver cancellation fee under Clause 8.2 of this Agreement; (c) any refund amount that Rydr determines, following a dispute investigation, is due to a Rider in respect of the Driver's Trip; (d) any Referral Programme Clawback under Clause 8.2(f) of the Terms and Conditions of Use; and (e) any other amount lawfully due from the Driver to Rydr expressly set out in this Agreement.

7.3 Wallet, Verification Hold, and Payout

Driver Earnings are credited to the Driver's Rydr Wallet after Trip conclusion and after a standard verification hold, expected to be short, during which the Platform verifies the Trip against its safety-infrastructure log. The current verification window is displayed to the Driver on the Platform. Following the verification hold, Wallet balances are freely withdrawable to the Withdrawal Account on an instant-payout basis for all Subscription Plan tiers.

7.4 Payout Holds

Rydr may withhold a specific Wallet credit or a payout where Rydr has reasonable grounds to suspect fraud, breach of this Agreement, or a safety concern affecting the underlying Trip. Rydr will notify the Driver of the withholding and the general reason, complete the investigation within a reasonable period, and either release the withheld amount to the Wallet or proceed under Section 10, giving the Driver a further reasonable opportunity to respond before any permanent action. The maximum investigation period applicable to a specific withholding is notified to the Driver at the time of the withholding notification.

7.5 Taxes

The Driver is solely responsible for all taxes, levies, and statutory deductions applicable to the Driver's earnings or expenditure through the Platform under the Personal Income Tax Act, applicable state tax laws, and any other applicable Nigerian tax law. On request, Rydr will make available to the Driver a transaction statement to assist with tax compliance. Where Rydr is the payer of an amount to the Driver (including Referral Programme earnings), Rydr may deduct and remit withholding tax as required under applicable law.

Section 8 — Referrals, Corridor Partner Status, and Cancellations

8.1 Referral Programme

The Driver is a User of the Platform and is eligible for the Referral Programme at Clause 8.2 of the Terms and Conditions of Use.

8.2 Cancellation Penalty

A Driver cancellation penalty, displayed on the Platform at the point of cancellation before the Driver confirms, applies to each Driver-initiated cancellation after mutual Fare acceptance, save where the Vehicle has suffered a verified breakdown, the Driver has suffered a documented medical emergency, all Riders on the Trip have cancelled or been treated as no-shows, or Rydr, in its reasonable discretion, waives the penalty on other legitimate grounds. Rydr may request supporting evidence for the first two categories via the Platform within a reasonable period.

8.3 Cancellation Rate and No-Show Thresholds

The Driver undertakes to maintain a reasonable Trip cancellation rate and to avoid a pattern of no-shows. Rydr's thresholds for treating a Driver's cancellation or no-show behaviour as excessive are set internally, reviewed from time to time, and communicated to a Driver whose behaviour approaches the threshold. Sustained breach may result in Account review, temporary suspension, or Subscription Plan restriction under Section 10.

8.4 Corridor Partner Status

The Driver may be designated a Corridor Partner in accordance with Clause 8.3 of the Terms and Conditions of Use.

Section 9 — Driver Safety and Data Obligations

9.1 Safety-Infrastructure Obligations

The safety of Riders, third parties, and the Driver is paramount. The Driver undertakes to:

• conduct a pre-trip safety check before each day's first Trip and before any long-distance journey exceeding 100 kilometres;
• maintain a safe following distance, observe speed limits, and exercise heightened caution on roads with identified hazards, low lighting, or adverse weather;
• not commence or continue a Trip if fatigued, unwell, or in a condition that materially impairs safe driving;
• facilitate QR Verification on every Trip in accordance with Section 5.6 of the Terms and Conditions of Use — bypassing QR Verification is a material breach of this Agreement; and
• comply with the Driver's response obligations on activation of a Rider SOS under Clause 6.7 of the Terms and Conditions of Use.

9.2 Driver's Own Access to SOS

The Driver may activate the First Responder SOS feature during an Active Trip. The transmission comprises the Driver's live location and, where the Driver has voluntarily provided it, the Driver's Health Data (blood type and allergies), as further described in Clause 6.8 of the Terms and Conditions of Use and in Rydr's Privacy Policy.

9.3 Incident Reporting

The Driver must report incidents to support@rydr.taxi or through the in-Platform safety channel within the following timeframes: road traffic accident involving a Rider, within two (2) hours; Vehicle breakdown during an Active Trip with a Rider on board, immediately; Rider misconduct, assault, or threatening behaviour, within twenty-four (24) hours of Trip conclusion; SOS activation, within two (2) hours; criminal activity, theft, or assault directed at the Driver during a Trip, within twenty-four (24) hours and additionally by filing a report at the nearest police station.

9.4 Driver's Obligations Regarding Rider Data

In the course of Trips, the Driver comes into contact with Riders' personal data — including each Rider's name, telephone number (shared to enable communication in connection with the Trip), destination, and device location as displayed in the Platform interface. The Driver must:

• use Rider personal data accessed through the Platform solely for the purpose of completing the Trip and any legitimate follow-up (for example, contacting a Rider about an item left in the Vehicle);
• not use a Rider's telephone number or other personal data for any purpose beyond the Trip and legitimate follow-up, and not initiate unsolicited contact outside those purposes;
• not record, copy, screenshot, retain, or share any Rider's personal data beyond what is necessary for the Trip;
• not photograph, video-record, or audio-record any Rider without the Rider's prior consent, save where the recording is made in good faith for a safety or evidence purpose and only for so long as is necessary for that purpose.

Breach of these obligations may constitute a violation of the NDPA 2023 and the Cybercrimes (Prohibition, Prevention, etc.) Act 2015, for which the Driver assumes personal legal liability.

9.5 Driver's Own Rights as a Data Subject

The Driver has the rights of a Data Subject under the NDPA 2023 in respect of the Driver's own Personal Data, exercised as set out in Section 11 and Section 15 of Rydr's Privacy Policy.

Section 10 — Suspension, Deactivation, Liability, and Insurance

10.1 Suspension, Deactivation, and Internal Appeal

Suspension, deactivation, and the internal appeal process are governed by Section 16 of the Terms and Conditions of Use, adapted so that the address for written internal appeals is support@rydr.taxi. On suspension or deactivation, Referral Programme earnings and eligibility are treated in accordance with Clause 8.2(j) of the Terms and Conditions of Use; Corridor Partner status is reset per Clause 8.4 of this Agreement; and finalised Wallet balances are paid out to the Withdrawal Account within thirty (30) days, less amounts lawfully due to Rydr.

10.2 Driver's Liability for Transportation Services

The Driver is solely liable for all claims, losses, damages, injuries, and liabilities arising from or in connection with the transportation services performed during a Trip, including personal injury or death of a Rider or third party caused by the Driver's negligence, recklessness, or wilful misconduct, damage to a Rider's property during a Trip, road traffic offences committed by the Driver during a Trip, and any claim arising from the Driver's failure to maintain a roadworthy, insured Vehicle.

10.3 Rydr's Liability

Rydr's liability to the Driver is governed by Section 15 of the Terms and Conditions of Use. In particular, Rydr's aggregate liability is capped by reference to the Subscription Fees paid by the Driver in the twelve (12) months preceding the event giving rise to liability, save for the non-cappable items at Clause 15.5 of the Terms and Conditions of Use (death or personal injury caused by Rydr's negligence, Rydr's fraud or wilful misconduct, NDPA §51 compensation, and any liability that cannot lawfully be limited under Nigerian law). Nothing in this Agreement excludes or limits any right or remedy the Driver has under Sections 130 to 137 of the FCCPA 2018 or under any other non-waivable provision of applicable Nigerian law.

10.4 Driver's Indemnity to Rydr

The Driver indemnifies, defends, and holds harmless Rydr, its officers, directors, employees, and agents from any claim, proceeding, liability, loss, damage, cost, or expense (including reasonable legal fees) arising from (a) the Driver's performance of transportation services; (b) the Driver's breach of this Agreement; (c) the Driver's violation of applicable Nigerian law; (d) the Driver's infringement of any third party's rights; or (e) the Driver's misrepresentation of eligibility, Vehicle compliance, or identity.

10.5 Compulsory Insurance

The Driver must maintain, throughout the term of this Agreement, valid motor vehicle third-party liability insurance covering all Trips performed through the Platform. The Driver acknowledges that a personal vehicle insurance policy may contain a commercial use exclusion that could affect coverage for for-hire passenger journeys. The Driver is solely responsible for ensuring the Vehicle's insurance policy provides appropriate coverage for commercial transportation activities and for disclosing the commercial use of the Vehicle to the insurer as required by applicable law. Under the Motor Vehicles (Third Party Insurance) Act Cap M22 LFN 2004, it is an offence to use a motor vehicle on a public road without valid third-party insurance. Rydr's requirement is in addition to, and does not supersede, this statutory obligation.

Section 11 — Dispute Resolution and General Provisions

11.1 Amendments

Rydr may amend this Agreement. Material amendments — amendments that change the Driver's rights, obligations, fees, or the categories or purposes for which Personal Data is processed — take effect on not less than fourteen (14) days' prior notice by in-Platform notification and email. Non-material amendments take effect on publication. Continued use of the Platform after the effective date of an amendment constitutes the Driver's acceptance. A Driver who does not wish to accept a material amendment may terminate this Agreement by cancelling the Subscription Plan under Clause 6.7 before the effective date.

11.2 Dispute Resolution

Disputes are handled through Rydr's internal channels in the first instance. For matters not falling within a specific internal channel, the Driver may write to Rydr at support@rydr.taxi. Where a dispute is not resolved through the internal process within twenty-one (21) business days of first submission, either Party may refer the dispute to mediation and, failing mediation, to arbitration under the Arbitration and Mediation Act 2023, on the terms set out in Section 17 of the Terms and Conditions of Use (including Lagos Court of Arbitration as default appointing authority).

11.3 Preservation of Regulatory and Employment Access

Nothing in this Agreement excludes, restricts, or delays the Driver's right to submit a complaint to the FCCPC or the NDPC, to approach any other Nigerian regulatory or statutory body with jurisdiction over the matter, or, where a competent Nigerian court or tribunal determines that the Driver is an employee for the purposes of any applicable Nigerian legislation, to pursue employment-related claims before the National Industrial Court of Nigeria.

11.4 Governing Law

This Agreement and any dispute arising out of or in connection with it (including a non-contractual dispute) is governed by, and construed in accordance with, the laws of the Federal Republic of Nigeria.

11.5 Notices

All formal notices from the Driver to Rydr must be submitted in writing to support@rydr.taxi or to Rydr's registered office as recorded with the Corporate Affairs Commission. Rydr may give notice to the Driver by in-Platform notification (deemed given on display in the Account), email to the Driver's registered email address (deemed given on delivery), or written notice to the Driver's registered address (deemed given on receipt).

11.6 Survival, Severability, No Waiver, Assignment, Force Majeure, Language, Electronic Execution

The general provisions of Section 18 of the Terms and Conditions of Use (entire agreement, severability, force majeure, survival, assignment, no partnership, no waiver, language, and electronic execution) apply to this Agreement, adapted so that Rydr's obligation to notify Drivers on a change of control is discharged by in-Platform notification and email to the Driver's registered email address within a reasonable period following completion. This Agreement is executed electronically by the Driver's affirmative in-app acceptance at the time of Account activation.

Schedule 1 — Driver Compliance Checklist

The following are the ongoing documents, verifications, and confirmations the Driver must submit and maintain current throughout the term of this Agreement: