Terms and Conditions of Use

Preamble

These Terms and Conditions of Use ("Agreement") constitute a legally binding contract between Rydr Transport Technology Ltd., a company duly incorporated in the Federal Republic of Nigeria (hereinafter referred to as "Rydr", "the Company", "we", "us", or "our") and any individual who accesses, downloads, installs, registers on, or uses the Rydr mobile application, website, and associated services (collectively, "the Platform"), whether as a Driver or as a Rider.

Rydr is a safety focused digital garage that provides the verification, tracking, communication, and emergency-response layer for independent Drivers and the Riders they serve. Rydr does not operate transportation services, employ Drivers, own or operate vehicles, or set the Fare payable between a Driver and a Rider. Rydr's role is to (a) provide the Platform through which independent Drivers and Riders find and confirm Trips, (b) operate the identity verification, QR check, live-share, and SOS features that make each Trip traceable and connected, and (c) receive its stated fees — the Driver subscription fee and the Rider service fee — in consideration for those services. Every Fare agreed on the Platform is paid by the Rider to the Driver in full through the Platform's digital payment infrastructure; Rydr does not take a percentage of any Fare.

This Agreement is to be read together with (i) Rydr's Privacy Policy, which is presented to you at the first step of onboarding — before you submit your phone number for verification — alongside this Agreement, the Drivers' Agreement (where applicable), and the Cookies Policy, and which is continuously accessible within the Platform and on Rydr's website at www.rydr.taxi; (ii) Rydr's Cookies Policy, on the same terms; (iii) Rydr's Drivers' Agreement, in respect of Drivers, which sets out Driver-specific matters including the applicable Vehicle Standards; and (iv) any promotional, corridor-specific, or programme-specific policies issued by Rydr and clearly notified to you before they take effect.

Where a specific matter is addressed in more than one of these documents, the following order of precedence applies:

• on the collection or processing of personal data, the Privacy Policy prevails to the extent it affords stronger protection to the data subject under the Nigeria Data Protection Act 2023 ("NDPA 2023");
• on all other matters, this Agreement prevails.

By proceeding to use the Platform, you represent and warrant that (a) you are at least eighteen (18) years of age; (b) you have full legal capacity to enter into a binding contract under Nigerian law; (c) the information you provide, and the consents you give during onboarding, are accurate and freely given; and (d) your use of the Platform will comply with applicable Nigerian law, including the NDPA 2023, the Federal Competition and Consumer Protection Act 2018 ("FCCPA 2018"), and any other relevant regulatory instrument.

Section 1 — Definitions

In this Agreement, unless the context otherwise requires, the following terms shall bear the meanings ascribed to them below. Terms defined in the NDPA 2023 and not otherwise defined here bear the meanings given in that Act.

• "Account" means the registered profile created by a User on the Platform, enabling access to Rydr’s services as either a Driver or a Rider.
• "Agreement" means these Terms and Conditions of Use, together with the Privacy Policy, the Cookies Policy, the Drivers’ Agreement (in respect of Drivers), and any other supplemental policy incorporated herein by reference or clearly notified to Users under the terms of the Preamble.
• "Attribution Period" means the six (6) consecutive months, counted from the date on which a Referred User completes onboarding, during which qualifying Transactions of that Referred User contribute to the Referring User’s earnings under the Referral Programme.
• "Authorised Payment Method" means a payment channel through which a Rider may pay a Fare on the Platform, being (a) the Rider’s funded Rydr Wallet, (b) a card or bank account linked through the Platform’s licensed Digital Payment Infrastructure, or (c) such other digital payment channel as Rydr may add from time to time and clearly notify to Users before it takes effect. All payments on the Platform are digital; cash payments to a Driver outside the Platform are prohibited.
• "Biometric Verification" means the process by which a User’s facial biometric data is captured through the Platform and compared against a reference image linked to that User’s National Identification Number for the sole purpose of confirming that the User is the person identified in the NIN record. Biometric Verification is Sensitive Personal Data and is processed only with the User’s explicit consent under Section 13 and the Privacy Policy.
• "Clawback" means the reversal, by Rydr, of a credited Referral Programme earning where the underlying Transaction is refunded, reversed, disputed and lost, charged back, or otherwise voided within the applicable reversal window.
• "Company" means Rydr Transport Technology Ltd., a company incorporated under the laws of the Federal Republic of Nigeria.
• "Cookies Policy" means the policy governing the use of cookies and similar technologies on the Platform, presented alongside this Agreement at onboarding and accessible on Rydr’s website.
• "Corridor Partner" means a Driver who has completed the minimum verified number of Trips on a designated intercity corridor as published by Rydr from time to time. Corridor Partner status is granted automatically once the published threshold is met and shall subsist so long as the Driver’s subscription is active and Corridor Partner conduct standards published by Rydr are met.
• "Cross-Border Transfer" has the meaning assigned in Sections 41 to 43 of the NDPA 2023 and Rydr’s Privacy Policy.
• "Data Protection Officer" or "DPO" means the individual appointed by Rydr under Section 32 of the NDPA 2023 to oversee compliance with the Act, contactable at legal@rydr.taxi.
• "Data Subject" has the meaning assigned in the NDPA 2023.
• "Digital Payment Infrastructure" means the payment rails, processors, and integrations through which payments on the Platform are effected, provided by one or more payment service providers licensed under Nigerian law and engaged by Rydr from time to time.
• "Driver" means an individual who has created and verified a Driver Account on the Platform. An individual becomes a Driver upon successful completion of the Driver onboarding process set out in Section 3. A Driver’s entitlement to create Trips and accept Trip requests is subject to the Driver holding an active Driver Subscription Plan.
• "Drivers’ Agreement" means the supplemental agreement between Rydr and each Driver, presented alongside this Agreement at Driver onboarding, which sets out Driver-specific obligations that are not otherwise covered here, including the Vehicle Standards.
• "Driver Subscription Plan" means the tiered monthly or annually paid subscription selected by a Driver from the Standard, Pro, or Elite plans, each of which is distinguished by the permitted coverage distance from a Driver’s registered location and the maximum daily number of Trips the Driver may accept, as described in Section 7 and displayed on the Platform. Rydr may revise the coverage bands, daily Trip caps, benefits, or pricing of any Plan from time to time upon prior notice to Drivers in accordance with Section 18.
• "Emergency Contact" means an individual designated by a User in the Platform settings by telephone number, whose telephone number is processed by Rydr for the sole purpose of receiving the User’s location and Trip details upon the User’s activation of the SOS feature. The lawful basis for processing an Emergency Contact’s Personal Data is described in Section 13 and the Privacy Policy.
• "Trusted Contact" means any individual with whom a User elects to share a Trip Share link. A User does not designate a Trusted Contact in advance, and Rydr does not collect, store, or process the identity or contact details of any Trusted Contact. A Trusted Contact receives Trip Share information solely by opening the link the User shares with them.
• "Fare" means the monetary sum agreed between a Driver and a Rider for a specific Trip, whether at the Driver’s listed price or following a successful Negotiation, expressed in Nigerian naira and paid by the Rider to the Driver through the Platform’s Digital Payment Infrastructure. Rydr is not a party to the Fare and does not take a percentage of any Fare.
• "Health Data" means information voluntarily provided by a User relating to their blood type and allergies, stored on the User’s Account for the sole purpose of disclosure to first responders in an emergency. Health Data is Sensitive Personal Data and is processed only on the basis of the User’s explicit consent and vital-interests protection as described in Section 13.
• "Negotiation" means the structured, capped Fare discussion process between a Driver and a Rider permitted under Section 9, limited to a maximum of three (3) exchanges per Trip request and conducted entirely on the Platform prior to payment.
• "NDPA 2023" means the Nigeria Data Protection Act 2023 and, unless the context requires otherwise, includes the Nigeria Data Protection Act General Application and Implementation Directive 2025 ("GAID") and any other subsidiary legislation, regulation, or guidance issued under the Act.
• "Personal Data" has the meaning assigned in the NDPA 2023.
• "Platform" means the Rydr mobile application, website, application programming interfaces, dispatch and routing systems, payment integrations, and all associated technology and services operated by Rydr.
• "Privacy Policy" means the policy referenced in the Preamble which governs the collection, processing, storage, sharing, retention, and protection of Personal Data on the Platform.
• "QR Verification" means the mandatory identity confirmation step at trip pick-up whereby a Rider scans the Driver’s unique Platform-generated Quick Response code to confirm vehicle and Driver identity prior to Trip commencement.
• "Rating" means the numerical score (on a scale of one (1) to five (5)) submitted by one User in respect of another following the completion of a Trip. Ratings inform Rydr’s platform quality assurance processes; the consequences of Ratings are described in Section 11 and are subject to the human-review safeguards required under NDPA 2023 Section 37 where a Rating is used as a component of any decision that produces legal effects or similarly significant effects on a User.
• "Referral Programme" means the programme described in Section 8 under which a User who introduces another individual to the Platform ("Referring User") may earn a percentage of qualifying Transactions of the introduced individual ("Referred User") during the Attribution Period, at a rate that varies between 0.5% and 1% of the Transaction value determined per Transaction under the framework approved by Rydr’s board and applied uniformly to all Referring Users.
• "Referred User" and "Referring User" have the meanings ascribed in the Referral Programme definition.
• "Rider" means an individual who has created and verified a Rider Account and uses the Platform to book, negotiate, and take Trips as a passenger.
• "Rydr Wallet" means the in-Platform digital ledger held in a User’s Account, operated on the rails of Rydr’s licensed Digital Payment Infrastructure, through which the User may receive Fares (Drivers) or hold funds and settle Trip payments (Riders). Payment-services regulatory obligations attaching to the underlying licensed rails are the responsibility of the licensed provider engaged by Rydr, and reach Rydr contractually through that provider.
• "Sensitive Personal Data" has the meaning assigned in Section 30 of the NDPA 2023 and includes, without limitation, Biometric Verification data and Health Data as defined in this Agreement.
• "Service Fee" means the five percent (5%) fee added to each Rider Fare, payable by the Rider to Rydr through the Platform’s Digital Payment Infrastructure, which funds the operation and maintenance of the Platform’s safety, identity, and emergency-response infrastructure.
• "Trip" means a single, confirmed transportation service from an agreed origin to an agreed destination, commencing upon successful QR Verification and concluding upon declaration of trip end by either the Driver or the Rider on the Platform.
• "Trip Share" means the live location-sharing feature that generates a link a User may share with one or more Trusted Contacts, enabling those Trusted Contacts to view the User’s real-time Trip tracking and estimated arrival details during an active Trip.
• "User" means any individual who has registered and verified an Account on the Platform, whether as a Driver or as a Rider.
• "Vehicle Standards" means the minimum roadworthiness, safety, documentation, insurance, and hygiene standards a Driver’s registered vehicle must meet to be accepted on the Platform, as set out in the Drivers’ Agreement, made continuously available to prospective Drivers before subscription and to Drivers within the Platform.
• "Withdrawal Account" means the Nigerian bank account designated by a User in the Platform to receive payouts from the User’s Rydr Wallet, subject to the User successfully completing standard payout verification.

Section 2 — Nature of Rydr's Service and Relationship of Parties

2.1 Rydr's Service Defined

Rydr is a safety focused digital garage. Rydr provides the digital 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, lease, or operate vehicles;
• act as a carrier, haulier, or transport operator in any capacity recognised under Nigerian law;
• fix the Fare between a Driver and a Rider; or
• receive any share of the Fare paid by a Rider to a Driver.

Rydr's revenue in respect of any User arises solely from (i) the Driver Subscription Plan payable by a Driver, and (ii) the Rider Service Fee payable by a Rider on each Trip. In consideration of these fees, Rydr undertakes to provide, maintain, and operate the Platform's safety and identity infrastructure with reasonable skill and care, and in accordance with this Agreement and the Privacy Policy.

2.2 Independent Contractor Status of Drivers

Every Driver on the Platform operates as an independent contractor. In particular, and by way of substantive foundation for this characterisation, each Driver:

• sets their 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 set out in Section 4;
• sets the Fare listed for each Trip they create without any Fare floor, ceiling, or corridor guidance imposed by Rydr;
• operates a vehicle they own or lease and bears the cost of its maintenance, fuel, and insurance;
• is responsible for their own tax, national insurance, pension arrangements, and statutory contributions under Nigerian law;
• bears the commercial risk of their own driving activity.

Nothing in this Agreement, and no aspect of the commercial relationship between Rydr and any Driver, creates an employment relationship, agency, partnership, joint venture, or franchise between Rydr and any Driver. Rydr does not undertake to provide Drivers with minimum earnings, employment benefits, pension contributions, or statutory worker protections under the Labour Act Cap L1 LFN 2004 or any equivalent legislation, save where applicable Nigerian law expressly imposes such an obligation on Rydr.

2.3 Rider Consumer Status

Every Rider on the Platform is a consumer of the transportation service provided by the Driver and of the safety-and-technology service provided by Rydr. No relationship of agency, employment, or commercial partnership is created between Rydr and any Rider.

2.4 Contract of Carriage and Rydr's Own Contracts

Upon mutual acceptance of the Fare and successful QR Verification, a direct contract of carriage is formed between the Driver and the Rider. Rydr is not a party to that contract of carriage, and does not undertake, warrant, or accept responsibility for the physical performance of the Driver's driving, the roadworthiness of the vehicle at the moment of the Trip, the driver's compliance with road-traffic law during the Trip, or the outcome of the Trip as a matter of carriage. Any claim between a Rider and a Driver in respect of the Trip is a matter for the Rider and the Driver, subject to any applicable insurance and Nigerian civil law remedies.

Rydr is, however, a party to (i) its contract with each Driver in respect of the Driver Subscription Plan and the Driver's use of the Platform, and (ii) its contract with each Rider in respect of the Service Fee and the Rider's use of the Platform. Rydr's obligations to Users in respect of the operation of the Platform's safety and identity infrastructure, and the exercise of reasonable skill and care in providing that infrastructure, are not disclaimed by this Section 2.4. Nothing in this Agreement is intended to, or shall be construed to, exclude or restrict any right a User may have under Sections 130 to 137 of the FCCPA 2018 or any other non-waivable provision of Nigerian law.

Section 3 — Registration, Eligibility, and Account Onboarding

3.1 General Eligibility (All Users)

To register and maintain an active Account on the Platform, an individual must:

• be at least eighteen (18) years of age;
• hold a valid Nigerian National Identification Number (NIN);
• provide truthful, accurate, complete, and current information at registration;
• not have been previously suspended or permanently deactivated from the Platform;
• have full legal capacity to enter into a binding contract under Nigerian law; and
• not be subject to any Nigerian sanction, court order, or regulatory prohibition that would prevent lawful use of the Platform.

3.2 Onboarding (All Users)

At first use of the Platform, a User is asked to provide, verify, or grant permission for the following, each subject to the specific consent, purpose, and lawful-basis architecture described in Section 13 and the Privacy Policy, which are presented to the User at the outset of onboarding:

• a Nigerian mobile telephone number, verified through a one-time password and, with the User's explicit consent, resolved against authorised Nigerian identity data sources including subscriber records held by telecommunications operators and identity records held by the Federal Government of Nigeria (with a self-declaration fallback where identity cannot be resolved; self-declared Users hold Accounts with the same permissions and access as identity-resolved Users);
• authentication credentials, being a password, a PIN, or a device-supported biometric method;
• permission to access device location, essential to the Platform's core functionality (Trip search and matching, QR Verification, live-share, and SOS routing). A User who declines location access retains access to ancillary Platform features that do not require location — including profile management, in-Platform transactions unrelated to paying a Driver for a Trip, and connection to third-party music services — but cannot search for or take Trips;
• an email address, with verification;
• facial biometric confirmation against the reference image linked to the User's National Identification Number, for the sole purpose of identity binding. Biometric Verification is Sensitive Personal Data and requires the User's explicit consent under Section 13;
• one Emergency Contact by telephone number, processed for the sole purpose of transmitting the User's live Trip location to the Emergency Contact upon SOS activation. The Emergency Contact is distinct from any Trusted Contact the User may share a Trip Share link with under Section 5.9(b); Rydr does not collect the identity or contact details of Trusted Contacts;
• a Nigerian bank account (Withdrawal Account) into which Rydr Wallet balances may be withdrawn, subject to an industry-standard name-match check;
• optionally, Health Data — blood type and allergies — for the sole purpose of first-responder access during emergencies. Health Data is Sensitive Personal Data. A User who declines to provide Health Data may use the Platform without restriction; Rydr will not process the User's Health Data unless and until it is provided.

3.3 Additional Onboarding — Drivers

In addition to Clauses 3.1 and 3.2, a User onboarding as a Driver must provide and undergo verification of:

• a valid Nigerian driver's licence appropriate to the class of vehicle to be operated on the Platform;
• a vehicle that meets the Vehicle Standards set out in the Drivers' Agreement, including roadworthiness, a subsisting third-party liability insurance policy, and a current vehicle licence;
• 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);
• 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 and evidence of Vehicle Standards compliance;
• an active Driver Subscription Plan under Section 7 as a condition of accepting Trip requests.

The Driver's onboarding also involves the identity and biometric verification steps at Clause 3.2 and the inspection of the vehicle against the Vehicle Standards.

3.4 Account Security

Users are responsible for keeping their Platform password or PIN confidential and for taking reasonable care to prevent unauthorised access to their Account. Rydr is responsible for the security of the Platform itself, including its authentication systems and its storage of User data, and processes Personal Data in accordance with Section 39 of the NDPA 2023 as detailed in the Privacy Policy. Users must notify Rydr immediately at support@rydr.taxi on becoming aware of any unauthorised access to their Account. The allocation of liability for any loss arising from unauthorised access is determined by reference to (i) the User's compliance with this Clause 3.4 and (ii) Rydr's compliance with its security obligations, on the basis of the facts of the particular incident and applicable Nigerian law.

3.5 Account Accuracy and Correction

Users undertake to keep their Account information current and accurate. Where Rydr forms a reasonable belief that an Account contains materially inaccurate or misleading information, Rydr may suspend the Account pending review, notify the User of the reason, and give the User a reasonable opportunity — being not less than seven (7) days save in the case of active fraud or safety risk — to correct or respond. The suspension will be lifted on satisfactory resolution or the Account will proceed to review under Section 16.

3.6 Single Account Policy

Each individual may hold only one Driver Account and only one Rider Account. Duplicate or fraudulent Account registration is a material breach of this Agreement. Rydr uses information already provided by Users during onboarding to detect duplicate registrations. Where a duplicate is detected, Rydr will follow the procedure set out in Clause 3.5.

3.7 Recurring Authentication

Following first-time registration and verification, each User is required to authenticate to the Platform at each session using the User's password, PIN, or a biometric method (such as fingerprint or face) supported by the User's device.

Section 4 — Platform Access and Acceptable Use

4.1 Licence Grant

Subject to the User's continued compliance with this Agreement, Rydr grants each User a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for its intended purpose — being (a) for a Rider, to find, negotiate, book, and take Trips, and to use the Platform's safety, verification, and dispute-resolution features; and (b) for a Driver, to create and manage Trip listings, accept Riders, and use the Platform's earning, verification, and dispute-resolution features — in each case within the Federal Republic of Nigeria.

This licence does not include any right to sublicense, resell, commercially exploit, copy, modify, adapt, decompile, reverse engineer, or create derivative works from any element of the Platform, save to the extent expressly permitted by the Nigerian Copyright Act 2022 or any other applicable Nigerian law.

4.2 Prohibited Conduct — All Users

A User shall not, at any time while accessing or using the Platform:

• use the Platform for any unlawful, fraudulent, or deceptive purpose;
• impersonate any individual, misrepresent their identity, or use another User's Account;
• attempt to gain unauthorised access to any element of the Platform or to another User's Account;
• introduce viruses, worms, malicious code, or any harmful component into the Platform;
• scrape, harvest, or extract data from the Platform without Rydr's prior written consent, save that this restriction does not prevent a User exercising their rights of access, portability, or erasure under the NDPA 2023;
• manipulate Ratings, whether by submitting Ratings for Trips that did not occur, by coordinated Rating campaigns, or by coercing another User's Rating;
• discriminate against any other User on the grounds of ethnicity, place of origin, sex, religion, political opinion, disability, age, marital status, or any other characteristic protected under Chapter IV of the Constitution of the Federal Republic of Nigeria;
• threaten, harass, stalk, intimidate, or endanger any other User or any third party;
• invite, accept, or take part in the arrangement of a Trip outside the Platform, including but not limited to arranging pickups outside the Platform's booking flow or accepting cash or any off-Platform payment for a Trip;
• circumvent, disable, or interfere with any security or verification feature of the Platform, including QR Verification, biometric verification, or Trip logging.

4.3 Additional Prohibited Conduct — Drivers

In addition to Clause 4.2, a Driver shall not:

• accept a Trip request that exceeds the coverage distance or daily Trip limit permitted under the Driver's active Subscription Plan;
• operate on the Platform a vehicle other than the vehicle registered and verified under Section 3.3;
• allow any person who is not the registered Driver to operate the registered vehicle on a Rydr Trip;
• operate the Platform or the registered vehicle while under the influence of alcohol, a controlled substance, or any prescribed or over-the-counter medication that materially impairs driving ability;
• refuse a Trip request on the basis of a Rider's ethnicity, place of origin, sex, religion, political opinion, disability, age, marital status, or any other characteristic protected under Chapter IV of the Constitution of the Federal Republic of Nigeria, save where the Driver has a legitimate and documented safety concern that would justify the refusal;
• request or accept any cash or other off-Platform payment from a Rider for a Trip, or offer to conduct a Trip outside the Platform;
• use handheld communication devices while the registered vehicle is in motion, in breach of applicable Nigerian road traffic law.

4.4 Additional Prohibited Conduct — Riders

In addition to Clause 4.2, a Rider shall not:

• enter a Driver's registered vehicle before completing QR Verification;
• cancel confirmed Trips repeatedly and without legitimate reason. Rydr's threshold for treating cancellations as repeated is set internally and communicated to a Rider whose cancellation behaviour approaches the threshold;
• initiate more than the three (3) Negotiation exchanges permitted under Section 9;
• offer or make any cash or off-Platform payment to a Driver for a Trip;
• bring more passengers or luggage than the Rider's booking allotment on the specific Trip, without the Driver's prior agreement;
• bring into the Driver's vehicle any weapon, hazardous material, or item prohibited by Nigerian law;
• threaten, assault, harass, or endanger the Driver or any other person during a Trip;
• make voice calls, play audio, or otherwise generate sound within the Driver's registered vehicle at a volume that materially disrupts the Driver or other Riders on the same shared Trip;
• film, photograph, audio-record, or otherwise capture the image or voice of another User during a Trip without that User'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;
• smoke, vape, or consume alcoholic beverages within the Driver's registered vehicle;
• bring an animal into the Driver's registered vehicle without the Driver's prior agreement, save for an assistance animal accompanying a User with a disability, which the Driver shall not refuse.

4.5 Consequences of Prohibited Conduct

Rydr's response to a breach of this Section 4 is governed by Section 16 (Suspension, Deactivation, and Termination). Nothing in this Section 4 limits any remedy available to another User or to any third party under Nigerian civil or criminal law.

Section 5 — The Passenger Experience: Product Flow and Obligations

This Section sets out the operational sequence governing a Rider's use of the Platform, from Trip search to Trip conclusion. Each step is mandatory unless expressly indicated as optional.

5.1 Destination Input

A Rider initiates the process by entering their intended destination and, where relevant, departure preferences into the Platform. The destination entered is used to surface matching Trip listings under Clause 5.2. Rydr's retention and use of destination search data are set out in the Privacy Policy.

5.2 Trip Discovery and Selection

The Platform surfaces the available Driver-created Trips matching the Rider's search, each showing the Driver's name, vehicle type and capacity, the number of seats available, the Fare per seat, the Driver's Rating, and other information Rydr may display from time to time. The Rider may browse and select the Trip that best meets their requirements. Rydr does not guarantee the number, price, or availability of Trips at any time or in any location.

5.3 Shared Trip Bookings

All Trips on the Platform are offered on a shared basis. A Driver's Trip listing specifies the number of seats available and the Fare per seat, and each Rider books one or more seats on the listing. Each Rider on a shared Trip forms a separate booking with the Driver at the seat Fare, and Clauses 5.4 to 5.8 apply separately to each such booking.

5.4 Fare Negotiation

Following Trip selection, a Rider may either accept the Driver's listed Fare or initiate a Negotiation under Section 9. Negotiation is optional and, where used, must be concluded before payment under Clause 5.5.

5.5 Payment

A Trip booking is confirmed only when the agreed Fare and the applicable Rider Service Fee are paid by the Rider through an Authorised Payment Method. All payments are digital; a Rider must not offer, and shall refuse if asked, any cash or off-Platform payment for a Trip. Payment triggers the Driver's obligation to proceed to the designated pick-up. A Rider's right to cancel a paid booking is governed by Section 12.

5.6 QR Verification on Arrival

On the Driver's arrival at the pick-up location, the Rider must scan the Driver's Platform-generated QR code using the Rider's in-app scanner before boarding the vehicle. QR Verification is mandatory and serves as (a) confirmation of Driver, vehicle, and Trip identity, (b) the official record of Trip commencement time, and (c) the trigger for the Platform's Trip log. A Rider shall not board the vehicle if the QR code does not scan successfully; if the vehicle or the individual presenting it does not match the Driver profile; or if the Rider has any reasonable safety concern. No QR, no Trip.

5.7 Trip Commencement, Conduct, and Safety Features

A Trip commences upon successful QR Verification. During transit, both Driver and Rider are bound by the obligations set out in Section 4, and the Rider may at any time activate any of the safety features described at Clause 5.9. The Rider shall not direct the Driver to deviate materially from the agreed route without the Driver's consent, and on a shared Trip shall not direct any change that would prejudice other Riders on the same Trip.

5.8 Trip Conclusion

A Trip is concluded when either the Driver or the Rider declares the Trip ended on the Platform on arrival at the destination. On conclusion, both parties are required to submit a Rating in accordance with Section 11.

5.9 Safety Features Available to Riders

The Platform provides the following safety features, use of which involves the processing and, in specified circumstances, disclosure of Personal Data as described in Section 13 and the Privacy Policy:

• First Responder SOS. On activation of the SOS feature, the Platform transmits to the designated first responder services and to the User's Emergency Contact the User's live location coordinates and — where the User has voluntarily provided it — the User's Health Data. The lawful basis for disclosure is protection of the vital interests of the data subject under Section 25(1)(d) of the NDPA 2023, supplemented by the User's explicit consent under Section 26.
• Live Trip Share. During an active Trip, a Rider may activate Trip Share. The Platform generates a link containing the Rider's real-time Trip tracking and estimated arrival details, which the Rider may share with any individual the Rider chooses (each a Trusted Contact). Trip Share terminates automatically at Trip conclusion. Trusted Contacts are not required to hold a Rydr Account. Rydr does not collect or store the identity or contact details of any Trusted Contact; the User controls with whom the link is shared.
• Destination Weather Intelligence. Riders may access real-time and forecast weather conditions at the Trip destination through the Platform's integrated weather feature. Provided as a convenience service; Rydr does not warrant the accuracy of third-party weather data.

5.10 Driver Arrival Window

The Driver is expected to reach the pick-up location within a reasonable arrival window shown on the Platform following mutual acceptance and payment. Rider and Driver rights on late arrival, no-show, or cancellation are governed by Section 12.

Section 6 — The Driver Experience: Product Flow and Obligations

6.1 Trip Creation

A Driver creates a Trip listing on the Platform by specifying the origin, destination, planned departure time, number of seats available, and the Fare per seat. Trip listings must be accurate and reflect Trips the Driver genuinely intends to complete on the vehicle registered to the Driver. Creating a Trip listing which the Driver does not intend to fulfil, or a listing that does not correspond to the vehicle the Driver will use, is a material breach of this Agreement. Operational features made available to Drivers in the Platform to support Trip creation, including any demand-signal features, are governed by the Drivers' Agreement.

6.2 Fare Setting

A Driver sets the Fare per seat on each Trip listing at the Driver's own discretion. Rydr does not fix, publish floors or ceilings for, or otherwise mandate the Fare between a Driver and a Rider. Rydr may from time to time introduce features that offer non-binding pricing suggestions to Drivers, derived from Platform data. Any such suggestion is informational only and does not restrict, override, or influence the Driver's Fare-setting discretion, and the Driver's Fare as posted on the Trip listing is at all times the operative Fare.

6.3 Negotiation Participation

Where a Rider initiates a Negotiation under Section 9, the Driver may respond to counter-Fare proposals within the three-exchange limit. The Driver is not obligated to accept any proposed counter-Fare. If no mutually acceptable Fare is reached within the three-exchange limit, the specific Rider's Trip request is automatically declined without penalty to either party. Other Riders on the same shared Trip listing are not affected.

6.4 QR Code Presentation

On arrival at the designated pick-up location, the Driver must present the Driver's Platform-generated QR code to each Rider for scanning before that Rider boards the vehicle. QR Verification is a core safety-infrastructure feature of the Platform: any failure to facilitate it, any attempt to circumvent or falsify it, or any request to a Rider to board without QR Verification is a material breach of this Agreement and grounds for immediate suspension under Section 16.

6.5 Shared Trip Conduct

On shared Trips, the Driver shall:

• collect each booked Rider at the agreed pick-up point on that Trip, in an order that reasonably minimises delay to any Rider on the Trip;
• not unduly delay one Rider for the convenience of another;
• drop each Rider at the destination in an order agreed among the Riders on the Trip or, in the absence of such agreement, decided by the Driver acting reasonably and without material prejudice to any Rider;
• treat every Rider on the Trip with the same standard of courtesy, safety, and professionalism.

6.6 Vehicle and Conduct Standards

A Driver shall at all times:

• maintain the registered vehicle in a clean, roadworthy, and mechanically sound condition consistent with the Vehicle Standards set out in the Drivers' Agreement;
• carry, during every Trip, all vehicle documentation required under Nigerian law and by the applicable state commercial passenger transport authorisation;
• comply with Nigerian road traffic law and the reasonable directions of the Federal Road Safety Corps and any state traffic authority;
• treat every Rider with courtesy, professionalism, and respect; and
• comply with the prohibited-conduct rules in Section 4.3.

6.7 Driver Response to SOS

Where a Rider activates the SOS feature during a Trip on which the Driver is engaged, the Driver shall bring the vehicle to a safe stop, cooperate with the responding authority, not interfere with the SOS transmission or the Rider's device, and remain at the location until released, save where the Driver's own safety requires otherwise.

6.8 Driver Access to Safety Features

The First Responder SOS feature at Clause 5.9(a) is available to Drivers on the same terms and lawful-basis architecture. On activation by the Driver, the transmission comprises the Driver's live location and, where provided, the Driver's Health Data.

6.9 Trip Conclusion and Post-Trip Obligations

A Driver declares a Trip ended, or accepts the Rider's declaration of Trip end, on the Platform on arrival at the destination. Following Trip conclusion, the Driver shall submit a Rating in respect of each Rider on the Trip in accordance with Section 11.

Section 7 — Driver Subscription Plans

7.1 Subscription Tiers

A Driver must subscribe to and maintain one of the following Driver Subscription Plans to create Trip listings and accept Trip requests on the Platform:

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.

7.2 Subscription Billing

A 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. Where the automatic charge fails, Clause 7.6 applies from the moment of failure.

7.3 Plan Limits and Enforcement

A Driver may not accept Trip requests that exceed the coverage distance or the daily Trip cap permitted under the Driver's active Subscription Plan. The Platform automatically restricts Trip acceptance beyond Plan limits. Any attempt to circumvent Plan limits is a material breach of this Agreement, addressed under Section 4.3(a) and Section 16.

7.4 Plan Upgrades and Downgrades

A Driver may upgrade the Driver's Subscription Plan at any time. Upgrades take effect immediately on payment of the pro-rated top-up differential for the remainder of the current billing cycle. A Driver may downgrade the Driver's Subscription Plan with effect from the commencement of the next billing cycle. On downgrade, the Driver loses access to benefits associated with the higher tier from the effective date of the downgrade.

7.5 Subscription Cancellation and Refunds

A 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 by the Driver.

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 of cancellation.

Following cancellation, the Driver's Account is deactivated for Trip creation and Trip acceptance. The Driver may reinstate by subscribing again.

7.6 Suspension for Non-Payment

Where a subscription 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 on the Platform. 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 by the Driver. The Driver's Rydr Wallet is not frozen during suspension for non-payment; the Driver may continue to withdraw available Wallet balances to the Withdrawal Account. On payment of the outstanding subscription fee, the suspension is lifted. Where the Driver's subscription 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 16.

7.7 Interaction with Corridor Partner Status

The consequences of subscription cancellation, suspension, or lapse for Corridor Partner status are set out in Clause 8.3.

Section 8 — Referrals and Recognition

8.1 Rydr Wallet and Earnings Payout

Driver earnings from completed Trips and any credited Referral Programme earnings — including Referral Programme earnings credited to Riders — are held in the earning User's Rydr Wallet. The mechanics of Wallet crediting, verification holds, payout, and withdrawal to the Withdrawal Account are set out in Section 10.

8.2 Referral Programme

• (a) Eligibility and formation. Any User — whether a Rider or a Driver — who has completed onboarding and is in good standing on the Platform ("Referring User") may introduce another individual to the Platform through the referral link or code generated in the Referring User's Account. For the purpose of this Clause, a User is in good standing if the User's Account is active and is not currently suspended, subject to a pending Section 16 action, or in unremedied breach of this Agreement. Where the introduced individual ("Referred User") signs up using the Referring User's link or code, completes onboarding, and provides the specific consent presented at that point authorising Rydr to count qualifying Transactions of the Referred User toward the Referring User's Referral Programme earnings, the referral is established.
• (b) Attribution Period. Qualifying Transactions of the Referred User count toward the Referring User's Referral Programme earnings for the Attribution Period, being six (6) consecutive months from the date on which the Referred User completes onboarding. After the Attribution Period, no further Referral Programme earnings accrue to the Referring User in respect of that Referred User.
• (c) Qualifying Transactions. For the purpose of the Referral Programme, a qualifying Transaction is any Transaction paid by a Referred User to Rydr on the Platform, being (i) a Rider Service Fee, (ii) a Driver Subscription Plan payment, or (iii) any other Transaction Rydr's board designates from time to time and notifies to Users on the Platform.
• (d) Earning rate. For each qualifying Transaction, Rydr credits the Referring User an amount between 0.5% and 1% of the value of that Transaction, determined per Transaction under an internal framework approved by the board of Rydr and applied uniformly to all Referring Users. The specific tier boundaries and rates within the 0.5% to 1% band are set out in Rydr's internal framework and are not published. Rydr may revise the framework, the boundaries, or the rates within the disclosed band on prior notice of not less than thirty (30) days to affected Users.
• (e) Payout. Referral Programme earnings are credited to the Referring User's Rydr Wallet at the time each qualifying Transaction is settled on the Platform, marked as provisional pending the expiry of the reversal window applied by the licensed Digital Payment Infrastructure engaged by Rydr and notified to Users on the Platform. On expiry of the reversal window without a reversal, the earning is marked final and becomes freely withdrawable.
• (f) Clawback. Where the underlying qualifying Transaction is refunded, reversed, disputed and lost, charged back, or otherwise voided within the applicable reversal window, the Referral Programme earning credited to the Referring User in respect of that Transaction is clawed back by reversing the corresponding provisional credit in the Referring User's Wallet. Where a Wallet balance is insufficient to absorb a clawback, the amount is set against the Referring User's next Referral Programme earnings. Where the Referring User's Referral Programme activity ceases with an outstanding negative balance, Rydr may recover the amount as a debt owed by the Referring User under this Agreement.
• (g) Anti-structuring. Referral Programme earnings arise only in respect of bona fide qualifying Transactions. Artificial splitting or combining of Transactions, or any coordinated pattern between a Referring User and a Referred User designed to influence the tier applied or increase Referral Programme earnings beyond what a bona fide pattern of Transactions would produce, voids the qualifying status of the affected Transactions and entitles Rydr to reverse the affected credits and, at Rydr's option, to suspend Referral Programme participation for the User(s) concerned under Section 16.
• (h) Referral Programme display. The Referring User's Referral Programme earnings are displayed in the Platform as an aggregated monthly total. Rydr does not display to the Referring User the identity of any Referred User, the Transaction value of any specific Transaction, or a per-transaction breakdown of Referral Programme earnings. Where the Referring User has fewer than a minimum number of active Referred Users in a given month, as set by Rydr's internal privacy safeguards, the monthly aggregate for that month is displayed as a rounded band figure rather than a precise total.
• (i) Referred User rights. The Referred User's consent to Rydr counting the Referred User's qualifying Transactions toward the Referring User's Referral Programme earnings is obtained at Referred User signup. A Referred User may withdraw that consent at any time through the Platform without affecting the Referred User's continued use of the Platform in any other respect. On withdrawal, Referral Programme earnings in respect of Transactions of that Referred User cease from the date of withdrawal; already-credited earnings for prior Transactions are not affected.
• (j) Account status. A Referring User whose Account is suspended, deactivated, or terminated for breach of this Agreement forfeits future Referral Programme earnings from the effective date of the suspension, deactivation, or termination. Provisional Referral Programme earnings credited but not yet marked final at the date of a suspension for breach are held pending the outcome of the review under Section 16 and are finalised or reversed on the same review.

8.3 Corridor Partner Status

A Driver who completes the minimum required number of verified Trips on a designated intercity corridor as published by Rydr from time to time is designated a Corridor Partner. Corridor Partner status is granted automatically once the published threshold is met and subsists so long as the Driver's Subscription Plan remains active and the Driver's conduct standards published by Rydr are met. Corridor Partner status entitles the Driver to (a) priority surfacing in Rider search on the relevant corridor and (b) eligibility to be considered for corporate account Trip assignments on that corridor, where corporate account business is available. Corridor Partner status is reset if the Driver's Subscription Plan lapses for more than thirty (30) consecutive days.

Section 9 — Fare Negotiation Protocol

9.1 Right to Negotiate

The Platform provides Riders with the option to negotiate the Fare listed by a Driver before payment. Negotiation is an optional feature; a Rider who does not wish to negotiate may accept the listed Fare directly under Section 5.6.

9.2 Three-Exchange Cap

A Fare Negotiation is strictly limited to a maximum of three (3) exchanges between the Rider and the Driver. An "exchange" is a counter-proposal submitted by either party following the other party's preceding proposal. The three-exchange limit is enforced by the Platform. No further exchange may be initiated after the third exchange has been submitted, regardless of whether a mutually acceptable Fare has been reached.

9.3 Mutual Acceptance Requirement

A Negotiation is successfully concluded only when both the Rider and the Driver affirmatively accept the same Fare proposal on the Platform before the three-exchange limit is exhausted. The mutually accepted Fare is logged by the Platform and constitutes the binding agreed Fare for the Rider's booking on that Trip.

9.4 Failed Negotiation

Where the three-exchange limit is exhausted without mutual acceptance, the specific Rider's booking request for that Trip is automatically declined without penalty to either party. Other Riders' existing or pending bookings on the same shared Trip are not affected. The declined Rider may thereafter search for and select a different Trip. The Driver may continue to receive booking requests from other Riders on the same Trip listing.

9.5 Post-Acceptance Fare Variation

Once mutual acceptance under Clause 9.3 has occurred and payment has been made, the agreed Fare is final and binding for that Rider's booking. Neither the Driver nor the Rider may seek to vary the agreed Fare, save that the Fare may be varied on the Platform interface to reflect a route deviation agreed between the Driver and the Rider in advance of the deviation. On a shared Trip, any such deviation additionally requires the agreement of any other Rider whose arrival time or drop-off order would be materially affected; where such agreement is not obtained, the deviation is declined.

9.6 Off-Platform Negotiation Prohibited

Fare Negotiation must be conducted entirely on the Platform's designated negotiation interface. A User must not conduct Fare Negotiation through external channels — including telephone calls, WhatsApp, or other messaging platforms — in a manner that circumvents the Platform's Negotiation process. Off-Platform arrangements are addressed at Clause 4.2(i) and are a material breach of this Agreement.

9.7 Negotiation Logs

Each Fare proposal, counter-proposal, and acceptance made on the Platform is logged. The processing of Personal Data captured in negotiation logs is described in Section 13 and the Privacy Policy.

Section 10 — Payment, Earnings, and Financial Terms

10.1 Rider Payment Obligation

Following mutual Fare acceptance under Section 5.4 or, where applicable, successful Fare Negotiation under Section 9.3, the Rider is obligated to pay (a) the agreed Fare to the Driver and (b) the Service Fee to Rydr, in each case through an Authorised Payment Method and within the payment window shown on the Platform. Payment triggers the Driver's obligation to proceed to the pick-up under Section 5.5. The Rider's obligation is subject to the Rider's cancellation rights under Section 12. All payments on the Platform are digital; a Rider must not offer any cash or off-Platform payment for a Trip, in accordance with Clause 4.2(i).

10.2 Authorised Payment Methods

A Rider may pay through (a) the Rider's funded Rydr Wallet, (b) a card or Nigerian bank account linked through Rydr's licensed Digital Payment Infrastructure, or (c) any other digital payment channel that Rydr may add from time to time and clearly notify to Users before it takes effect. All Platform payments are denominated in Nigerian naira; cross-currency payments are not supported at this time.

10.3 Driver Earnings, Verification Hold, and Payouts

Driver earnings from completed Trips are credited to the Driver's Rydr Wallet following (a) Trip conclusion under Section 5.8 and (b) 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 under Section 7.1.

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. Where Rydr does so, Rydr will notify the Driver of the withholding and the general reason, complete the investigation within a reasonable period, and either (i) release the withheld amount to the Wallet or (ii) proceed under Section 16 (Suspension, Deactivation, and Termination), 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.

10.4 Taxes and Tax Statements

Each User is responsible for all taxes, levies, and statutory deductions applicable to that User's earnings on, or expenditure through, the Platform, in accordance with applicable Nigerian tax law. Rydr does not act as tax adviser to any User.

On request, Rydr will make available to a User a transaction statement showing the User's earnings and payments on the Platform for a specified period, to assist the User with tax compliance.

Where Rydr is the payer of an amount to a User (including but not limited to Referral Programme earnings credited under Clause 8.2), Rydr may deduct and remit withholding tax as required under the Companies Income Tax Act, the Personal Income Tax Act, or any other applicable Nigerian tax law, and will account for the deduction on the User's transaction statement.

10.5 Refunds and Cancellations

Refunds and cancellation charges are governed by Section 12. Where a refund is due to a Rider, the refund is paid to the Rider's original Authorised Payment Method within the timeframe stated in Section 12.

10.6 Referral Programme Payments and Clawback

Referral Programme earnings credited to a User's Rydr Wallet are provisional pending the expiry of the reversal window applied by the licensed Digital Payment Infrastructure engaged by Rydr, at which point they become final and freely withdrawable. Where a qualifying Transaction underlying a Referral Programme earning is reversed, the corresponding credit is clawed back in accordance with Clause 8.2(f).

10.7 Chargebacks

Where a Rider initiates a chargeback with the Rider's card issuer or bank in respect of a Trip payment, Rydr may (a) adjust the affected Wallet balances (including the Driver's Wallet in respect of the Fare and any Referring User's Wallet in respect of an associated Referral Programme earning) to reflect the chargeback, and (b) where the chargeback appears to arise from breach of this Agreement, refer the matter to Section 16. Rydr will cooperate with the Rider's card issuer or bank in accordance with the applicable card-scheme rules and Rydr's chargeback procedures notified to Users on the Platform.

10.8 Disputed Payments

A User who disputes a payment on the Platform must raise the dispute through Rydr's designated in-Platform dispute resolution channel within forty-eight (48) hours of the Trip conclusion or of the disputed Wallet event, whichever is later. Rydr will investigate the dispute in good faith, request further information from the parties where necessary, and communicate a written determination through the Platform.

A User who is unable to raise a dispute within the 48-hour window for reasons outside the User's reasonable control may submit a request for further review by written submission to Rydr at support@rydr.taxi within a further reasonable period. Rydr may, at its discretion and having regard to the nature of the circumstances, admit and consider the late dispute on its merits; the decision to admit a late request is discretionary and no assurance is given that late requests will be admitted.

Rydr's determination is final for the purpose of any Platform-side action Rydr takes on Wallet balances or Trip status, without prejudice to the User's independent right to escalate the dispute to the Federal Competition and Consumer Protection Commission, to seek relief in any Nigerian court of competent jurisdiction, or to invoke arbitration under Section 17 where applicable.

Section 11 — Ratings and Platform Reputation

11.1 Mutual Rating

On conclusion of each Trip, both the Driver and each Rider on the Trip are asked to submit a Rating of the counterparty on a scale of one (1) to five (5) stars. On a shared Trip, each Rider rates the Driver, and the Driver rates each Rider on the Trip. Submitting a Rating is expected as part of ordinary use of the Platform; a User who has left several consecutive Ratings unsubmitted may be prompted to complete outstanding Ratings before booking or accepting further Trips.

11.2 Rating Integrity

A Rating must reflect the User's genuine and good-faith assessment of the specific Trip. The following conduct is a material breach of this Agreement:

• submitting a Rating in respect of a Trip that did not occur;
• coordinating with another User to submit particular Ratings, whether to inflate or to depress a User's cumulative Rating;
• coercing another User to submit a particular Rating; or
• submitting a Rating for any purpose other than a genuine assessment of the Trip.

A finding by Rydr that a User has engaged in Rating manipulation is dealt with under Section 3.5 (suspension pending review) and Section 16 (Suspension, Deactivation, and Termination), with the human-review safeguard at Clause 11.4.

A User's right of rectification under Section 35 of the NDPA 2023 in respect of any Personal Data held by Rydr — including a specific Rating the User believes to be inaccurate — is preserved and may be exercised in accordance with Clause 13.10 and Rydr's Privacy Policy.

11.3 Consequences of Cumulative Rating

Rydr monitors the cumulative Ratings of Drivers and Riders as part of its Platform quality-assurance process. Where a Driver's or Rider's cumulative Rating falls below a threshold set by Rydr and reviewed from time to time, the User may be subject to (a) account review; (b) mandatory targeted retraining or safety orientation, in the case of a Driver directed to Driver-side conduct and vehicle handling, and in the case of a Rider directed to Rider-side conduct on the Platform and in vehicles; (c) temporary suspension pending review under Section 3.5; or (d) permanent deactivation under Section 16. The specific numeric thresholds and the weighting Rydr applies to more recent versus older Ratings are set by Rydr's internal Rating framework and are not published in this Agreement; the categories of consequence set out in this Clause 11.3 are the full set of consequences a low cumulative Rating may attract.

No adverse action based on a User's cumulative Rating will be taken while the User has a pending Section 35 rectification request in respect of any Rating contributing to that cumulative score. Rydr will complete the rectification review before proceeding with any Rating-based action.

The pause in the preceding paragraph does not apply where (i) the specific Ratings under rectification would not, if set aside, move the User's cumulative Rating above the applicable threshold; (ii) Rydr has reasonable grounds to consider the rectification request manifestly unfounded, repetitive, or filed in bad faith; or (iii) the action arises from a safety concern, verified fraud, or breach of this Agreement independent of the challenged Ratings.

11.4 Human Review Safeguard

No suspension, deactivation, or other significant adverse action on a User's Account arising from that User's cumulative Rating or from any Rating-related determination under this Section 11 will be effected solely on the basis of automated processing. Every such action is subject to review by a Rydr staff member, and the affected User will be notified of the action taken, the general reason for it, and the User's right to respond and to seek internal review under Section 16 and to escalate under Section 17, in each case consistent with Section 37 of the NDPA 2023.

Section 12 — Trip Cancellations and Refunds

12.1 Rider Cancellations

A Rider may cancel a confirmed booking on a Trip at any time before QR Verification. Cancellation after payment under Clause 10.1 but before the Driver's arrival at the pick-up is subject to a cancellation fee displayed on the Platform at the point of cancellation, before the Rider confirms. No cancellation fee applies where:

• the Driver fails to arrive at the pick-up within the designated arrival window under Clause 5.10;
• the Rider cancels because of a safety concern the Rider raises to Rydr through the in-Platform safety channel or the SOS feature, and the concern is subsequently verified by Rydr; or
• Rydr, in its reasonable discretion, waives the fee on other legitimate grounds.

Where the safety concern route at Clause 12.1(b) is used, Rydr will respond to the Rider's report within a reasonable time, having regard to the nature and urgency of the concern, including outside ordinary business hours.

Cancellation after QR Verification has been completed is not permitted through this Clause 12. Where the Rider needs to end the Trip early for reasons of personal safety, the Rider should activate the SOS feature under Clause 5.9(a); mid-Trip termination for safety reasons is not treated as a cancellation.

12.2 Rider No-Show

A Rider who does not appear at the pick-up location and complete QR Verification within the designated arrival window is treated as having cancelled the booking post-arrival. The Rider is charged the no-show fee displayed on the Platform at the time of the no-show event and is not entitled to a refund of the Fare or Service Fee, save where Rydr, in its reasonable discretion, determines that the no-show was caused by circumstances outside the Rider's reasonable control.

12.3 Shared Trip Cancellations by Riders

On a shared Trip, the cancellation of a booking by one Rider does not affect the bookings of other confirmed Riders on the same Trip. Where the cancelling Rider was the sole confirmed Rider on the Trip and the cancellation renders the Trip non-viable for the Driver, the Driver may cancel the Trip listing without incurring the Driver cancellation penalty at Clause 12.4.

12.4 Driver Cancellations

A Driver who cancels a confirmed Trip after mutual acceptance is liable to a Driver cancellation penalty displayed on the Platform at the point of Driver cancellation, before the Driver confirms. The penalty applies per affected Rider booking on the Trip. No penalty applies where:

• the vehicle registered to the Driver has suffered a verified breakdown that prevents safe completion of the Trip;
• 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.

For the purpose of Clauses 12.4(a) and (b), Rydr may request evidence (photograph of the breakdown, medical documentation) submitted through the Platform within a reasonable period, and will assess the evidence in good faith.

12.5 Refunds

Where a Rider is entitled to a refund under this Section 12, Rydr refunds both (a) the Fare paid, to the Rider's original Authorised Payment Method, and (b) the Service Fee paid to Rydr, to the same Authorised Payment Method.

Refunds arising from a Driver cancellation under Clause 12.4 are initiated automatically by Rydr on the cancellation event; the Rider does not need to submit a request. Refunds arising from other scenarios in this Section 12 are initiated by Rydr on making the entitlement determination.

Refunds are paid within seven (7) business days of the initiating event or determination. Where a refund fails at the underlying Digital Payment Infrastructure, Rydr will notify the Rider and provide an alternative refund route.

12.6 Chargebacks

A Rider who initiates a chargeback with the Rider's card issuer or bank in respect of a Trip payment, in place of using the refund process at Clause 12.5 or the dispute process at Clause 10.8, is subject to Clause 10.7.

Section 13 — Data Protection and Privacy

13.1 Data Controller and Data Protection Officer

Rydr Transport Technology Ltd. is the Data Controller in respect of the Personal Data of Users processed on the Platform, and is registered with the Nigeria Data Protection Commission ("NDPC"), registration number NDPC/DCP/11362. Rydr's Data Protection Officer is Oduba Olumuyiwa CDPO, AICMC, Esq., contactable at legal@rydr.taxi.

13.2 Categories of Personal Data Processed

Rydr collects and processes the following categories of Personal Data:

• Identity data: name, date of birth, National Identification Number (NIN), photograph, and, in respect of NIN Verification, facial biometric templates;
• Contact data: phone number, email address, and physical address;
• Financial data: Withdrawal Account bank details, and payment method details held by the licensed Digital Payment Infrastructure;
• Vehicle data (Drivers): vehicle registration, driver's licence, insurance documentation, applicable state commercial passenger transport authorisation, and vehicle photographs submitted under Clause 3.3(d);
• Location data: real-time device location during Trip search, matching, and active Trips, and coarse home-area data used for matching;
• Trip and Platform activity data: booking history, destination search data, Fare Negotiation logs, Ratings (including any accompanying free-text comment), in-Platform communications, and Trip logs including the QR Verification timestamp and route;
• Sensitive Personal Data: (i) Biometric Verification data under Clause 3.2(f), and (ii) Health Data voluntarily provided under Clause 3.2(i) (blood type and allergies);
• Third-party data provided by a User: the telephone number of the User's Emergency Contact;
• Referral Programme data: the linkage between a Referring User and a Referred User during and immediately after the Attribution Period;
• Technical data: device information, IP address, and cookies (further detail in the Cookies Policy).

13.3 Sources of Personal Data

Personal Data is obtained from (a) the User directly; (b) authorised Nigerian identity data sources under Clause 3.2(b), being subscriber records held by telecommunications operators and identity records held by the Federal Government of Nigeria; (c) the licensed Digital Payment Infrastructure, in respect of payment method verification; and (d) analytical and technical infrastructure providers, in respect of technical data.

13.4 Purposes and Lawful Bases of Processing

Rydr processes Personal Data for the following purposes, on the lawful bases indicated (references are to Section 25 of the NDPA 2023 unless otherwise stated):

13.5 Sensitive Personal Data — Biometric Verification and Health Data

Sensitive Personal Data under Section 30 of the NDPA 2023 receives heightened protection. Rydr processes two categories of Sensitive Personal Data:

(a) Biometric Verification data, being facial biometric templates captured under Clause 3.2(f) and used solely to confirm that the User is the person identified in the NIN record. This data is processed only on the User's explicit consent obtained at Clause 3.2(f). Biometric templates are held encrypted, access-controlled, and are not used for any purpose other than the identity binding described. Biometric data is retained for the life of the account and treated in accordance with Clause 13.9 on account deletion.

(b) Health Data, being the blood type and allergies voluntarily provided under Clause 3.2(i). Health Data is processed only on the User's explicit consent obtained at Clause 3.2(i) and only for the purpose of disclosure to first responders on activation of the SOS feature under Clause 5.9(a). Health Data is stored encrypted on Rydr's infrastructure, technically restricted to release only on SOS activation, and is not used for any other purpose including underwriting, marketing, analytics, or model training. Health Data is deleted on account closure notwithstanding any general archive retention that applies to other categories.

13.6 Emergency Contact and Referred User — Third-Party Data

Rydr processes the personal data of two categories of third parties (individuals other than the User) on the following bases:

(a) Emergency Contact. The telephone number of the User's Emergency Contact is processed on the basis of Rydr's legitimate interest under Section 25(1)(f) in enabling the transmission of SOS alerts, supported by the vital interests of the User under Section 25(1)(d) in an emergency. The Emergency Contact's data is processed only for the specified purpose and is deleted on the User's account closure. Rydr does not collect, store, or process the identity or contact details of any Trusted Contact with whom a User may share a Trip Share link.

(b) Referred User. Where a User introduces another individual to the Platform under Clause 8.2, the introduced individual's participation in the Referral Programme is on the basis of the introduced individual's own explicit consent captured at signup. The introduced individual retains full data-subject rights under this Section 13 and may withdraw consent to Referral Programme processing at any time under Clause 8.2(i).

13.7 Categories of Third-Party Recipients

Rydr shares Personal Data with the following categories of recipient, on the basis of contractual data-processing agreements and only to the extent necessary for the specified purpose:

• the licensed Digital Payment Infrastructure operator engaged by Rydr, for payment processing;
• authorised Nigerian identity data verification services, for the identity resolution at Clause 3.2(b);
• cloud infrastructure providers, for hosting and processing of Platform data;
• communications infrastructure providers, for delivery of SMS, OTP, and email;
• emergency response and first responder services, on SOS activation and for the specific purpose of the emergency;
• the User's Emergency Contact, on SOS activation, for the specific purpose of alerting the Emergency Contact;
• regulatory and law enforcement authorities, in response to a valid legal process or in the exercise of Rydr's legal obligations under Nigerian law;
• professional advisers including auditors and legal counsel, under confidentiality obligations.

Rydr does not sell Personal Data to advertisers, data brokers, or marketing services, and does not disclose Personal Data to any recipient not falling within paragraphs (a) to (h) above except with the User's specific consent.

13.8 Cross-Border Transfers

Some of the third-party recipients listed at Clause 13.7 process Personal Data outside the Federal Republic of Nigeria. In particular:

• Rydr's cloud infrastructure processing takes place in the European Union;
• Rydr's communications infrastructure (SMS, OTP, and email delivery) is provided by processors located in the United States of America.

The European Union operates a data protection framework recognised by the NDPC as offering broadly equivalent protection to Nigerian data subjects. The United States does not currently benefit from an adequacy recognition by the NDPC, and its data-protection framework may not offer equivalent protection to Nigerian data subjects.

Rydr transfers Personal Data to these jurisdictions on the basis of the User's explicit consent obtained at onboarding under Section 43(1)(f) of the NDPA 2023, following the User's receipt of a clear description of the categories of data transferred, the destination jurisdictions, the purposes, and the risks arising from any adequacy gap. Rydr also relies on the necessity of these transfers for performance of its contract with the User under Section 25(1)(b) of the NDPA 2023.

Because these transfers are necessary for the operation of the Platform's core infrastructure, the User's consent to cross-border transfer is a condition of registration and continued use of the Platform. A User who does not wish to consent to cross-border processing cannot register for or use the Platform. A User who subsequently withdraws consent under Clause 13.10 will have the User's Account closed under Section 16, with the User's Personal Data handled under the retention framework at Clause 13.9.

Rydr is in the process of putting in place standard contractual clauses with the non-Nigerian processors named above, as an additional safeguard for cross-border transfers under Section 41(1)(b) of the NDPA 2023. On implementation, Section 13.8 will be updated by notice under Section 18.

13.9 Retention

During the period a User's Account is active on the Platform, Personal Data is retained as required to provide the services and to comply with legal obligations. On the User's deletion of the Account, Rydr moves the associated Personal Data to a deleted-account archive, which is retained for the periods required under applicable Nigerian law, including tax record-keeping under the Companies Income Tax Act, statutory limitation periods for civil claims, anti-money-laundering record-keeping obligations, and regulatory retention obligations imposed by the NDPC. On expiry of the applicable retention period, the data in the archive is deleted.

Notwithstanding the general framework above:

• Health Data is deleted at the point of account closure and is not moved to the archive;
• Destination search data is held for a limited period to facilitate Trip matching, as detailed in the Privacy Policy;
• OTP records and SOS transmission caches are held for short-term security and audit purposes not exceeding seventy-two (72) hours;
• The banned-user register — a limited record of previously permanently deactivated Users maintained for fraud prevention under Clause 3.1(d) — is retained beyond account closure for as long as necessary for the fraud-prevention purpose.

13.10 Data Subject Rights

Every User has the following rights under the NDPA 2023 in respect of the User's Personal Data. Rights are exercised by written request to legal@rydr.taxi, and Rydr will respond within thirty (30) days:

• Access — to request confirmation of processing and a copy of the Personal Data Rydr holds about the User (§34);
• Rectification — to correct inaccurate or incomplete Personal Data (§35);
• Erasure — to require deletion of Personal Data in the circumstances specified by the NDPA 2023 (§36);
• Restriction — to restrict processing pending a rectification or objection decision (§35);
• Objection — to object to specific processing on grounds relating to the User's particular situation, including opting out of Referral Programme processing under Clause 8.2(i) (§36);
• Portability — to receive the User's Personal Data in a structured, commonly used, machine-readable format (§37);
• Human review of automated decisions — not to be subject to a decision based solely on automated processing that produces legal or similarly significant effects on the User (§37); see also Clause 11.4;
• Withdraw consent — to withdraw any consent previously given, at any time, with effect from the point of withdrawal (§26(5)).

A User who is dissatisfied with Rydr's response, or who otherwise believes that Rydr is not complying with the NDPA 2023 in respect of the User's Personal Data, has the right to lodge a complaint with the Nigeria Data Protection Commission, contactable at info@ndpc.gov.ng and at ndpc.gov.ng.

13.11 Automated Decision-Making

The Platform uses automated processing for certain operational functions, including QR Verification matching, Rating calculation, Referral Programme rate application, fraud pattern detection, and Trip matching. Where such automated processing may contribute to a decision that produces legal or similarly significant effects on a User — including account suspension, deactivation, or withholding of Wallet balances — the safeguards at Clause 11.4 (Rating context) and Section 16 (suspension and deactivation context) apply, ensuring human review of the specific decision affecting the User.

13.12 Cookies

The Platform's use of cookies and similar technologies is governed by the Cookies Policy, presented alongside this Agreement at onboarding and accessible in the Platform and on Rydr's website.

13.13 Data Breach Notification

Where a personal data breach occurs on the Platform and is likely to result in a risk to Users, Rydr will notify the NDPC without undue delay and in any event within seventy-two (72) hours of becoming aware of the breach, in accordance with Section 40 of the NDPA 2023. Where a breach is likely to result in a high risk to Users, Rydr will additionally notify the affected Users without undue delay. A User who suspects a personal data breach affecting the User's Personal Data may report the suspected breach to legal@rydr.taxi.

13.14 Privacy Policy

This Section 13 summarises the data protection framework applicable to the Platform. The full and detailed treatment of Rydr's data processing activities is set out in Rydr's Privacy Policy, which is presented to Users at onboarding under the terms of the Preamble and is continuously accessible in the Platform and on Rydr's website at https://www.rydr.taxi/legal/privacy-policy. In the event of any inconsistency between this Section 13 and the Privacy Policy, the provision that affords stronger protection to the data subject prevails, in accordance with the Preamble.

Section 14 — Intellectual Property

14.1 Rydr's Intellectual Property

All intellectual property rights in the Platform — including the Rydr name, tagline, logo, brand identity, mobile application software, algorithms, dispatch, matching, verification, safety and rating systems, Wallet infrastructure, QR Verification technology, database rights, user interface designs, and all associated content — are the exclusive property of Rydr or its licensor(s). Nothing in this Agreement transfers, assigns, or licenses any intellectual property right to any User beyond the limited use licence granted at Clause 4.1.

14.2 Use of Rydr Trade Marks

A User may refer to Rydr and the Platform by name, and use the Rydr logo, solely for factual and descriptive purposes (for example, to state that the User is a Rydr Driver or that a Trip was taken on Rydr). A User must not use the Rydr name, logo, or any confusingly similar mark in a manner that suggests endorsement, sponsorship, partnership, or official affiliation with Rydr that does not in fact exist. A User must not register any domain, trade mark, or company name incorporating "Rydr" or a similar mark.

14.3 User Content

A User retains ownership of original content the User submits to the Platform, including profile photographs, Rating comments, and dispute-support messages ("User Content").

In respect of User Content that forms part of the Platform's operational record (including Rating comments attached to completed Trips, dispute submissions, and Trip-related messages), the User grants Rydr a non-exclusive, royalty-free, worldwide licence, with the right to sub-license to Rydr's service providers to the extent necessary for the operation of the Platform, to store, reproduce, display, and distribute the User Content for the purposes of operating the Platform, defending against and responding to disputes, and performing statistical or aggregated analytics that do not identify the User. The licence subsists for as long as the operational record itself is retained under Clause 13.9.

In respect of User Content that is not part of the operational record (including a profile photograph or a display name the User may change), the User grants Rydr a non-exclusive, royalty-free, worldwide licence, with the right to sub-license to Rydr's service providers to the extent necessary for the operation of the Platform, to store, reproduce, and display the User Content for the purposes of operating the Platform. The licence terminates on the User's removal or change of that content.

Profile photographs and any biometric templates derived from them are Personal Data and are governed additionally by Section 13; nothing in this Section 14 limits the User's rights under Section 13 in respect of that data.

14.4 Third-Party Intellectual Property

Vehicles used by Drivers on the Platform may bear manufacturer marks, logos, and identifiers owned by third parties. Nothing in this Agreement grants a User any right in respect of such third-party marks, and use of the Platform does not constitute infringement of those marks in the ordinary course of the Trip.

14.5 Copyright Complaints

Where a User believes that any content on the Platform infringes the User's copyright or other intellectual property right recognised under the Nigerian Copyright Act 2022 or other applicable Nigerian law, the User may submit a written complaint to legal@rydr.taxi, identifying the specific content, the right infringed, the basis of the infringement, and the User's contact information. Rydr will review the complaint in good faith, engage with the User who submitted the content, and take appropriate action, which may include removing or restricting access to the content.

14.6 Feedback

Any feedback, suggestion, idea, or improvement proposal a User submits to Rydr regarding the Platform is deemed non-confidential and non-proprietary. Rydr may use, incorporate, and act upon such feedback without restriction, obligation, or compensation to the User.

Section 15 — Disclaimers and Limitation of Liability

15.1 Platform Warranties and Disclaimer

Rydr undertakes to provide the Platform's safety, identity, verification, live-share, SOS, and Trip-logging infrastructure with reasonable skill and care in accordance with Clause 2.1 and this Agreement. Except for that undertaking and any warranties or conditions implied by Nigerian law that cannot be excluded, the Platform is provided on an "as is" and "as available" basis. To the fullest extent permitted by applicable Nigerian law, Rydr disclaims all other warranties, conditions, and representations, whether express, implied, statutory, or arising from a course of dealing, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement, in respect of matters outside the undertaking at Clause 2.1.

15.2 What Rydr Is Not Liable For

Rydr is not liable for the following, and nothing in the safety-infrastructure undertaking at Clause 2.1 makes Rydr liable for them:

• the physical performance of a Trip, including the Driver's driving, compliance with traffic law during the Trip, or the roadworthiness of the vehicle at the moment of the Trip;
• the conduct, acts, or omissions of any Driver, Rider, or other User of the Platform, including any injury, loss, or damage arising from that conduct;
• the accuracy or timeliness of third-party data displayed on the Platform, including third-party weather information at the Trip destination;
• loss, damage, or missed connection arising from a User's own material breach of this Agreement, including a Rider's no-show under Clause 12.2 or a Driver's off-Platform arrangement in breach of Clause 4.3(f);
• events of force majeure as described in Clause 18.4.

15.3 What Rydr Is Liable For

Rydr is liable to a User for:

• Rydr's failure to provide the Platform's safety, identity, verification, and emergency-response infrastructure with reasonable skill and care as undertaken at Clause 2.1;
• Rydr's breach of Rydr's obligations to the User under this Agreement, the Privacy Policy, or applicable Nigerian law;
• Rydr's breach of the NDPA 2023 in respect of the User's Personal Data, including the User's right to compensation under Section 51 of the NDPA 2023;
• death or personal injury caused by Rydr's own negligence;
• Rydr's fraud or wilful misconduct;
• any other matter for which liability cannot be excluded or limited under applicable Nigerian law.

15.4 Limitation of Aggregate Liability

Subject to Clauses 15.5 and 15.6, Rydr's aggregate liability to a User arising out of or in connection with this Agreement or the User's use of the Platform in any period of twelve (12) months shall not exceed:

• in respect of a Driver, the total Subscription fees paid by the Driver to Rydr in the twelve (12) months preceding the event giving rise to liability; or
• in respect of a Rider, the total Service Fees paid by the Rider to Rydr in the twelve (12) months preceding the event giving rise to liability.

15.5 Non-Cappable Liability

The limitation at Clause 15.4 does not apply to, and no limitation or exclusion in this Agreement affects, Rydr's liability for:

• death or personal injury caused by Rydr's own negligence;
• Rydr's fraud or wilful misconduct;
• the User's statutory right to compensation for damage caused by a breach of the NDPA 2023 under Section 51 of that Act;
• any other liability that cannot lawfully be limited or excluded under applicable Nigerian law.

15.6 Exclusion of Indirect and Consequential Damages

Subject to Clause 15.5, Rydr is not liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or for loss of profit, revenue, business opportunity, or goodwill, arising from or in connection with this Agreement or the User's use of the Platform.

15.7 Preservation of Statutory Rights

Nothing in this Section 15 excludes, restricts, or limits any right or remedy a User has under Sections 130 to 137 of the FCCPA 2018 or under any other non-waivable provision of applicable Nigerian law. Where a provision of this Section 15 is incompatible with any such non-waivable right or remedy, that provision is to be read as modified only to the minimum extent necessary to make it compatible, and the remainder of this Section 15 continues to apply.

Section 16 — Suspension, Deactivation, and Termination

16.1 Rydr's Right to Suspend

Rydr may suspend a User's Account, or specific functionality within a User's Account, where Rydr has reasonable grounds to believe that:

• the User has breached this Agreement;
• the User is engaged in fraudulent, deceptive, or unsafe conduct on or in connection with the Platform;
• the User's continued use of the Platform poses a risk to the safety of another User or a third party; or
• suspension is required for compliance with a legal, regulatory, or judicial obligation.

Where a suspension is imposed for reasons other than an imminent safety concern or verified active fraud, Rydr will notify the User of the suspension, the general reason for it, and the User's right to respond, within a reasonable period from the imposition of the suspension. Where suspension is imposed for an imminent safety concern or verified active fraud, Rydr may suspend without prior notice and will notify the User as soon as reasonably practicable thereafter.

No suspension flowing from Rating outcomes or from any other automated processing on the Platform will be effected solely on the basis of that automated processing; every such suspension is subject to review by a Rydr staff member in accordance with Clause 11.4 and Clause 13.11.

16.2 Rydr's Right to Permanently Deactivate

Rydr may permanently deactivate a User's Account on the following grounds, and only on the following grounds:

• a material breach of this Agreement that the User has failed to remedy after notice and a reasonable opportunity to do so;
• repeated breach of this Agreement following prior suspension;
• verified conduct posing a safety threat to a User or third party;
• verified fraudulent, deceptive, or criminal activity on or in connection with the Platform;
• persistent failure to maintain the minimum Rating threshold applicable to the User, following account review under Clause 11.3;
• a court order or valid regulatory order requiring deactivation;
• the outcome of the appeal process at Clause 16.5 confirming a prior suspension as permanent; or
• closure of Rydr's business or discontinuation of the Platform.

Except in circumstances at Clause 16.2(c), (d), or (f), Rydr will not permanently deactivate an Account without first (i) notifying the User of Rydr's intention and the general reason, (ii) giving the User a reasonable opportunity to respond, being not less than seven (7) days save where an urgent safety or fraud concern justifies a shorter period, and (iii) considering any response the User submits.

16.3 User-Initiated Account Closure

A User may close the User's Account at any time through the in-Platform account settings or by written notice to legal@rydr.taxi. Account closure takes effect on completion of the account closure process shown to the User at the time of closure.

Account closure does not affect (a) any outstanding payment obligation the User owes to Rydr or to a counterparty on the Platform, or (b) any obligation of Rydr to the User in respect of accrued and finalised Wallet balances.

On account closure, Rydr handles the User's Personal Data in accordance with the retention framework at Clause 13.9.

16.4 Effect of Suspension, Deactivation, or Closure

On suspension, deactivation, or closure of a User's Account:

• all licence rights granted to the User under this Agreement cease with effect from the date of the action;
• the User's ability to create Trip listings, book Trips, negotiate Fares, or accept Trip requests is disabled;
• Referral Programme earnings and eligibility are treated in accordance with Clause 8.2(j);
• finalised Wallet balances are paid out to the User's Withdrawal Account within thirty (30) days of the effective date, less amounts lawfully due to Rydr including subscription arrears, Referral Programme Clawback amounts under Clause 8.2(f), refund liability under Section 12, and any admitted or adjudicated debt owed to Rydr;
• the User's Personal Data is retained in accordance with Clause 13.9.

16.5 Internal Appeal

A User whose Account has been suspended, or whom Rydr has notified of an intention to permanently deactivate, may submit a written internal appeal to Rydr at support@rydr.taxi within not less than fourteen (14) days of the notification. Rydr will:

• acknowledge receipt of the appeal within not less than three (3) business days;
• review the appeal, considering any information the User submits and consulting the relevant internal function (safety, fraud, compliance) where appropriate;
• issue a written determination on the appeal within not less than thirty (30) days of receipt, or such longer period as the complexity of the appeal reasonably requires and Rydr notifies to the User, either lifting the suspension, converting the suspension into a permanent deactivation, or maintaining the status pending further information; and
• where the determination is adverse to the User, notify the User of the reasons for the determination and of the User's right to escalate under Clause 16.6.

16.6 External Escalation

Nothing in this Section 16 limits the User's right to escalate any decision by Rydr to suspend, deactivate, or close the Account to the Federal Competition and Consumer Protection Commission, to the Nigeria Data Protection Commission (where the decision engages the NDPA 2023), to seek judicial review or civil relief in a Nigerian court of competent jurisdiction, or to invoke arbitration under Section 17 where applicable.

Section 17 — Dispute Resolution

17.1 Internal Resolution First

Rydr operates dedicated internal channels for the resolution of specific categories of dispute, and a User should raise a dispute through the channel applicable to the User's concern in the first instance:

• inaccurate Account information — Clause 3.5;
• payment or Wallet disputes — Clause 10.8, including the further-review path;
• refund and cancellation entitlement — Section 12;
• Rating-related rectification requests — Clause 11.2 and Clause 13.10;
• suspension or intended deactivation of an Account — Clause 16.5;
• data protection matters — Clause 13.10.

For any dispute arising from this Agreement or the User's use of the Platform that does not fall within a specific internal channel above, the User may write to Rydr at support@rydr.taxi. Rydr will acknowledge the submission within a reasonable period and will attempt to resolve the dispute in good faith.

17.2 Arbitration

Where a dispute has not been resolved through the applicable internal channel within thirty (30) days of first submission, either party may refer the dispute to arbitration under the Arbitration and Mediation Act 2023 of Nigeria, on the following terms:

• The arbitration is conducted by a sole arbitrator appointed by agreement of the parties within twenty-one (21) days of the reference. Where the parties do not agree within that period, the arbitrator is appointed by the Lagos Court of Arbitration on the application of either party.
• The seat of arbitration is (i) for a dispute arising from a specific Trip, the state in which the Trip occurred or, in the case of an interstate Trip, any state through which the Trip passed; and (ii) for any other dispute, the state of the User's registered address on the Platform, or, failing that, Lagos.
• The language of the arbitration is English.
• Costs of the arbitration, including the arbitrator's fees and any institutional fees, are borne by Rydr where the User is the substantially successful party. Where the outcome is mixed, or where the User's claim is dismissed on the merits, costs are apportioned by the arbitrator in accordance with the Arbitration and Mediation Act 2023 and the principles of consumer fairness under the FCCPA 2018.
• The arbitral award is final and binding on the parties and may be enforced in any Nigerian court of competent jurisdiction.

17.3 Court Proceedings and Interim Relief

A User is not obliged to refer a dispute to arbitration before commencing proceedings in a Nigerian court of competent jurisdiction, and vice versa. Nothing in Clause 17.2 prevents either party from applying to a Nigerian court for interim, injunctive, or provisional relief in relation to any matter pending or arising in an arbitration.

17.4 Preservation of Regulatory Access

Nothing in this Section 17 excludes, restricts, or delays a User's right to:

• submit a complaint to the Federal Competition and Consumer Protection Commission (FCCPC) in respect of any matter within the FCCPC's jurisdiction;
• submit a complaint to the Nigeria Data Protection Commission (NDPC) in respect of any matter within the NDPC's jurisdiction under the NDPA 2023;
• approach any other Nigerian regulatory or statutory body with jurisdiction over the matter; or
• seek any other remedy conferred by non-waivable provisions of Nigerian law.

A User's regulatory complaint under this Clause 17.4 does not require prior exhaustion of Rydr's internal resolution channels or of arbitration under Clause 17.2.

17.5 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, without regard to conflict-of-laws principles.

Section 18 — General Provisions

18.1 Amendments

Rydr may amend, modify, or update this Agreement from time to time. For the purpose of this Clause:

• Material amendments — amendments that change a User'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 to the User by in-Platform notification and by email to the User's registered email address.
• Non-material amendments — typographical corrections, clarifications, or updates that do not affect a User's rights or obligations — take effect on posting of the updated Agreement in the Platform, without prior notice.

Continued use of the Platform on or after the effective date of an amendment constitutes the User's acceptance of the amended Agreement. A User who does not wish to accept a material amendment may close the User's Account under Clause 16.3 before the effective date, in which case Clause 16.4 governs the effect of the closure.

18.2 Entire Agreement

This Agreement, together with Rydr's Privacy Policy, Cookies Policy, Drivers' Agreement (in respect of Drivers), and any promotional, corridor-specific, or programme-specific policies clearly notified to a User under the terms of the Preamble, constitutes the entire agreement between Rydr and the User in respect of its subject matter, and supersedes all prior or contemporaneous agreements, representations, and understandings, whether oral or written, of whatever nature.

18.3 Severability

Where a provision of this Agreement is held to be invalid, void, or unenforceable under applicable Nigerian law, that provision is severed from this Agreement to the minimum extent necessary to give effect to the remainder, and the remaining provisions continue in full force and effect.

18.4 Force Majeure

Rydr is not liable for any failure or delay in the performance of Rydr's obligations under this Agreement to the extent the failure or delay is caused by circumstances beyond Rydr's reasonable control, including natural disasters, epidemics or pandemics, acts of government, civil unrest, war, terrorist acts, industrial action, power failures, internet outages, or events recognised as force majeure under Nigerian law. Force majeure does not excuse the payment of amounts due and payable at the date of the force majeure event.

18.5 Survival

The provisions of this Agreement that by their nature are intended to survive termination or closure of a User's Account — including Section 13 (Data Protection), Section 14 (Intellectual Property), Section 15 (Disclaimers and Limitation of Liability), Section 17 (Dispute Resolution), and this Section 18 — survive the termination or closure and continue in force in accordance with their terms.

18.6 Assignment

Rydr may assign, novate, or transfer this Agreement or any of its rights and obligations under it, in whole or in part, to any successor entity, affiliate, or acquirer of Rydr's business, without the consent of any User, provided that (a) the assignee is bound by the same obligations to the User under this Agreement, and (b) where the assignment or transfer arises in connection with a change of control of Rydr, a change of the ownership or control of the Platform, or a corporate reorganisation of comparable scale, Rydr notifies affected Users by in-Platform notification and by email to their registered email address within a reasonable period following completion of the transaction. A User may not assign, novate, or transfer this Agreement or any right or obligation under it without Rydr's prior written consent.

18.7 No Partnership

Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between Rydr and any User, or between any two Users. Each party is an independent contracting party and acts on its own behalf.

18.8 No Waiver

A failure or delay by Rydr in exercising any right or remedy under this Agreement does not constitute a waiver of that right or remedy. A single or partial exercise of any right or remedy does not preclude further exercise of that or any other right or remedy.

18.9 Language

The English-language text of this Agreement is the operative version. Where Rydr provides a translation into another language for convenience, the English text prevails in the event of any inconsistency.

18.10 Contact and Notices

All formal notices to Rydr under this Agreement must be submitted in writing to Rydr's registered office as recorded with the Corporate Affairs Commission, or by email to legal@rydr.taxi.

Rydr may give notice to a User by (a) in-Platform notification, deemed given on display in the User's Account; (b) email to the User's registered email address, deemed given on delivery; or (c) written notice to the User's registered address, deemed given on receipt.

18.11 Acknowledgement and Acceptance

By creating an Account, downloading the Rydr application, or otherwise using the Platform, the User acknowledges having read and agreed to be bound by this Agreement, the Privacy Policy, and the Cookies Policy, together with the specific consents obtained during onboarding (identity resolution, Biometric Verification, cross-border transfer, and, where provided, Health Data).