Independent Contractor Agreement for Delivery Drivers to Engage Haulx Technologies for Its Services

Effective Date: 01/04/2023

Last Updated Date: 17/01/2023

This Agreement for independent contractors, also known as Delivery Drivers, to Engage Haulx for Its Services (this “Agreement”) constitutes a binding contract between you (“you”, “Delivery Driver”) and Haulx Technologies (Pty) Ltd. (“Haulx”, “us”, “our” or “we”) governing your use of the Service for marketing, sales, and other services for delivery service entrepreneurs. Delivery Driver hereby agrees: (a) to engage Haulx to provide the Haulx Services; (b) to comply with this Agreement; and (c) that Delivery Driver has read, understands, and agreed to (i) the Haulx Terms of Service located at https://www.haulx.co.za/terms/ (“Terms”), and (ii) the Haulx Privacy Policy located at https://www.haulx.co.za/privacy/ (“Privacy Policy”), each of which are incorporated into this Agreement by reference. To the extent there is a conflict between this Agreement and the Privacy Policy or Terms, this Agreement will govern with respect to such conflict. Capitalised terms used but not defined in this Agreement have the meaning specified in the Terms. The parties hereby agree as follows:

1. Haulx Services. Haulx will make commercially reasonable efforts to provide the following services to you (the “Haulx Services”):
   • Site Listing. Haulx may list your services via the Service, which may include your biography and other information provided by you and approved by Haulx. Haulx will share your first name and phone number with Customers.
   • Engagement Service. Haulx will provide a Web and mobile based engagement system via the Service, through which Customers that use the Service can engage you to perform a Project. You may accept, reject, or ignore any available Project within the days, times, and locations for which you have indicated you have availability to complete Projects (“Availability”) at your sole discretion.
   • Record Keeping Service. For payment processing and administrative purposes, Haulx will maintain general records of Projects performed by you for Customers.
   • Administrative, Management, and Technology Services. Haulx will provide miscellaneous administrative and management services to facilitate your business, including the technology and operations necessary to communicate with you and your customers.
   • Billing Service. Haulx will provide a billing and payment system for you to bill your customers as follows; (i) Cash payment option where you collect the cash from a customer upon completion of a Project; (ii) Haulx will debit your Haulx Wallet Account all cost due to it for the Service upon completion of a Project where Cash payment is an option; (iii) an online payment option, Haulx uses PayFast for an online payment processing services. By using the PayFast payment processing services you agree to the PayFast Payment Services Agreement available at https://www.payfast.co.za/legal/end-user-agreement/ .
   • Customer Service. Haulx will provide operators to field your customers’ complaints, communicate with you, and refund requests as appropriate.
   • Active Delivery Driver. An Active Haulx Delivery Driver is an independent contractor who is authorised to receive Projects through the Haulx Service. Haulx reserves the right to deactivate your account for violating the terms of this agreement.
2. Exclusions from the Service. The Service only relates to the Haulx Services described above. The Service does not include anything related to picking-up or delivering objects. You are solely responsible for all of your own tools, equipment, training, licensing, materials, or requirements related to picking up and delivering cargo in connection with Projects. Haulx is not, and will not be, responsible for any liability arising out of the pick-up or delivery services you provide, including, but not limited to, injuries to Customers or traffic accidents occurring during a Project. Haulx will also not have any input into your work schedule, time off, or other control over your performance of your work.
3. Your Responsibilities. You will supply Haulx with a copy of your current driver’s licence, other applicable licences, and any relevant Driver certifications. If you elect to use a Vehicle (as defined below) to perform Projects, we may also ask you to provide additional information. You may be required to provide other information we need in order to verify your identity or capacity as an independent Delivery Driver with your own business. You represent that all information you provide is accurate and complies with relevant law, and, during the term of this Agreement, will immediately notify Haulx of any change in contact, certification, licensing, or insurance information. You assume complete responsibility for all services provided to each Customer and for compliance with all laws including the Road Traffic Act as amended, regulations, hours of service, and standards pertaining to your services. You represent that you are (a) free to enter into this Agreement and perform each of its terms, (b) not restricted (contractually or otherwise) from entering into and performing this Agreement, and (c) not subject to, and will immediately notify Haulx of, any suit, action, claim, arbitration, or legal, administrative, or other proceeding, or government or Driver investigation, pending or threatened or affecting your ability to perform services under this Agreement.
4. Additional helper. As a delivery service entrepreneur, you may be requested to bring an additional pair of hands to assist in the execution of a Project by a Customer through the Services. You are solely responsible for the action of an additional helper during the execution of a Project, a customer may require proof of identification of an additional helper for safety, security, and other reasons at their sole discretion.
5. Projects; Payment
   • Projects. If a Project becomes available in your Availability, you may be notified of the opportunity via the Service. If you accept a Project, and your acceptance is confirmed by Haulx, you will notify Haulx, through the functionality provided via the Service, when you arrive at the Project, when you start the Project and when the Project is completed to enable Haulx to perform the Haulx Services, including payment processing. The Project will begin when Delivery Driver begins loading cargo and the Project will end once Delivery Driver has safely unloaded all cargo and confirmed the Haulx Fee is correct through the functionality provided via the Service. Haulx is not responsible for any actions performed by Delivery Driver that occur after the Project is complete. All Delivery Drivers within the applicable zone of service may get the opportunity to accept the Project. The first Delivery Driver to respond with acceptance of the available Project and to have that response confirmed by Haulx will be confirmed as the provider of that Project.
   • The Projects that you will be notified of via the Service are those for Customers who have agreed to accept the fees calculated by the Service based on the specific Project details submitted by the applicable Customer (the “Base Fee”). You may receive reimbursed fees or gratuities from Customers. You are responsible for any expenses incurred in the normal course of completing your Project, not including any road tolls that are incurred from the pickup address to the drop off address which you may submit to Haulx to be reimbursed for. On a weekly basis, Haulx will transfer to you, through the payment account you specify via the Service, the Base Fee for all eligible Projects completed during the prior week, less the charge for your use of the Service, which will be set forth on the Service (the “Haulx Fee”).
   • Except as otherwise specifically provided herein, you and Haulx will each bear your own expenses relating to this Agreement and performance under this Agreement.
   • If a claim is filed against you with Haulx’s insurance provider or Haulx is otherwise required to pay for damages caused by you, in Haulx’s sole discretion, Haulx may charge you any or all of the deductible or other out-of-pocket expenses Haulx is required to pay as a result of that claim. You are required to ensure that goods-in-transit are secure in the loading compartment and the vehicle is not left unattended.
   • If a Delivery Driver accepts a project and cancels or does not show up to complete the Project as scheduled two times, Haulx may at its discretion impose penalties and fines that include: (a) temporary suspension of your Haulx account; (b) monetary fines not to exceed R50 per cancellation and R70 per no show occurrence; (c) permanent deactivation of your Haulx account. Monetary fines will be due the same day of the cancellation. Haulx is authorised to collect these fines by charging the Haulx Wallet or credit card on file or deducting from future payments for Services provided to Haulx customers. Know more about our delivery driver cancellation policy.
   • Non-payment/Disputes. If a customer disputes the Project being complete, disputes the cost of service as reported by you or any other fees that a Delivery Driver has submitted to Haulx, the payment to you may be temporarily withheld pending the outcome of an investigation by Haulx to determine if the fees are appropriate. If Haulx determines that the fees are accurate Haulx will attempt to collect any fees owed by the customer. In the event that a customer refuses to pay the Fees, Haulx will pay the Delivery Driver(s) the amount owed up to R500 per Driver, per project. These payments may be issued through our automatic direct deposit. In order to receive a payment in this scenario, the following conditions must be met. (1) Delivery Driver must provide valid proof of delivery, including an image of the delivered item at the drop off location after the project is complete. An image of the item in the vehicle is not acceptable. (2) There can be no pending damage claims or damage claims settled in the customer’s favour on the Project. If a damage claim is settled in the Delivery Drivers favour, you are eligible for payment. (3) No fraudulent manipulation of the final price, including running the clock to increase overtime pay or adding unnecessary fees. (4) No platform rules were violated during the Project. (5) Project must have been booked on or after August 1, 2022. We are unable to provide payment protection retroactively for past projects. (6) This policy does not apply to tips or Projects that are cancelled or not completed. Delivery Drivers may be eligible for cancellation fees in the event of a cancelled project.
6. Representations and Warranties; Indemnity. You represent, warrant, and covenant to Haulx that: (a) you are at least 18 years of age; (b) you possess a valid driver’s license and are authorized to operate a motor vehicle; (c) you own, or have the legal right to operate, the motor vehicle(s) you intend to use or do actually use for Projects (each, a “Vehicle”), and maintain all legally mandated registrations and insurances for such vehicle; (d) in the event of any claim or accident, you will be solely responsible for reporting that accident in compliance with applicable law and your insurance policy; (e) you are solely responsible for any and all liability that results from or is alleged as a result of the operation of the Vehicle you use during a Project, including, but not limited to personal injuries, death, and property damage; (f) if you lift or otherwise move any Item, you do so at your own risk and Haulx has no liability for any claim, loss, or damage related thereto; (g) you will not make any representations regarding Haulx or the Service; (h) you will not, under any circumstances transport any items that would violate local or federal laws (i) you will not discriminate or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation in violation of any applicable law, rule or regulation. You will indemnify Haulx from and against any damages resulting from your performance of Projects, including any personal injury, property damage, or death.
7. Your Business. You affirm, under penalty of perjury, that you operate a licensed pick-up and delivery business and had clients for whom you performed pick-up and delivery prior to entering into this Agreement.
8. Confidential Information. You must keep Haulx’s confidential information absolutely confidential, except as required or provided by law, including but not limited to information about other users of the Service, Items, photos relating to the Service or Customers, and Haulx’s business model. This section does not apply to information that: (a) was publicly known and made generally available in the public domain prior to the time of disclosure by Haulx; (b) becomes publicly known and made generally available after disclosure by Haulx to you through no action or inaction on your part, (c) is already in your possession at the time of disclosure, as shown by your files and records; or (d) is obtained by you from a third party without a breach of the third party’s obligations of confidentiality.
9. Nature of Relationship. Neither this Agreement, Haulx’s provision of the Services and performance of the Haulx Services, nor your performance of Projects will create an association, partnership, joint venture, or relationship of principal and agent, master and servant, or employer and employee, between you and Haulx. You will be solely responsible for all tax withholding or payment in connection with the fees paid to you by Haulx.
10. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, Haulx’S LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE Haulx FEES RETAINED UNDER THIS AGREEMENT.
11. Either party may terminate this Agreement by giving the other party notice. Notwithstanding the foregoing, Sections 6 – 14 and any liabilities or payment obligations that have accrued prior to termination will survive termination.
12. Changes. Except for changes in the calculation of Base Fees and Haulx Fees (which Haulx may, in its sole discretion, amend from time to time), changes to this Agreement will be binding upon a party who confirms that change in writing, including via electronic mail, if that writing specifically refers to this Agreement.
13. Dispute Resolution. All disputes under this Agreement must be resolved in accordance with the dispute resolution provisions set forth in the Terms.
14. Miscellaneous
    • You will indemnify and hold the Haulx Parties harmless from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses (including reasonable legal fees) arising out of or resulting from (i) bodily injury, death of any person, theft or damage to real or tangible, personal property resulting from your acts or omissions, (ii) your breach of any representation or warranty in this Agreement, (iii) any negligent, reckless or intentionally wrongful act by you or your assistants, employees, contractors or agents, (iv) a determination by a court or agency that the you are an employee of Haulx or a Customer, or (v) any claim by a Customer arising from or related to your or your assistants, employees, contractors or agents services for such Customer.
    • Entire Agreement. This Agreement, together with the Privacy Policy and the Terms, which are expressly incorporated by reference herein, are the entire and exclusive understanding and agreement between you and Haulx regarding the Service, and supersedes all previous communications, representations, understandings, and agreements, either oral or written, between you and Haulx with respect to your use of the Service. You acknowledge that no statements, representations, warranties, or covenants have been made to you or upon which you have relied that are not set forth in this Agreement, Privacy Policy, or Terms.
    • Amendment; Waiver. Except as expressly provided in this Agreement, this Agreement may be amended only by a written agreement signed by both parties. A provision of this Agreement may be waived only by a written instrument executed by the party entitled to the provision’s benefit. Haulx’s failure or delay in the exercise of any power or right under this Agreement will operate as a waiver thereof. No single or partial exercise of any right or power under this Agreement will operate as a waiver of any right or power. Haulx’s waiver of a breach of any provision of this Agreement will not operate or be construed as a waiver of any other or subsequent breach of this Agreement.
    • Except as expressly provided in this Agreement, if any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be severable from the remainder of this Agreement and will not affect the validity and enforceability of any remaining provisions.
    • You may not assign this Agreement or any of the rights or licences granted hereunder, directly or indirectly, including by sale, merger, change of control, operation of law, or otherwise, without Haulx’s prior written consent. Haulx may assign this Agreement without your prior written consent. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties’ permitted successors and assigns. Any assignment in violation of this section is void.
    • No Agency. No joint venture, partnership, employment, or agency relationship exists between you and Haulx as a result of this Agreement or use of the Service.
    • Headings. Headings are for convenience only, do not constitute a part of this Agreement, and will not be deemed to limit or affect any provision of this Agreement.
    • Third Party Beneficiaries. There are no third-party beneficiaries to this Agreement.