PICKSPOT AGENT PLATFORM AGREEMENT

Recitals

• A.PickSpot provides software for handle resolution and pickup verification.
• B.Agent is an independent pickup-point operator providing premises-based acceptance and release services.
• C.PickSpot does not transport parcels and does not take custody of parcels.

1. Definitions

• "Acceptance Scan": The in-app confirmation that a parcel has been physically received at Agent premises.
• "Agent Premises": The approved physical location(s) registered within the agent portal.
• "Agent Tier": Applicant / Verified / Active / Trusted (or similar) per Annex A.
• "Deposit": Security deposit/performance security described in Annex B.
• "Hold Period": Period in which PickSpot may hold payouts/reserves to cover Claims and investigations.
• "OTP/QR": One-time passcode or QR verification used to authorise release.
• "Wrong Release": Release to an unauthorised person or bypass of OTP/QR controls.
• "Commission Advance": A Signup Commission, First-Parcel Bonus, or other incentive payment designated by PickSpot as an advance against the Deposit balance.
• "First-Parcel Bonus": The incentive payment made to Agent when a Subscriber registered through Agent's unique QR code receives their first parcel delivery at Agent Premises.
• "Signup Commission": The per-registration payment made to Agent when a new user creates a PickSpot handle by scanning Agent's unique QR code and completing phone number verification.
• "Subscriber": A PickSpot handle holder registered through Agent's unique QR code.
• "Subscriber Cap": The maximum number of Subscribers an Agent may register, as determined by Agent's Tier per Annex B.

2. Independent Contractor; No Agency; No Employment; No Franchise

1. Agent is an independent contractor and not PickSpot's employee, agent, franchisee, partner, or joint venturer.
2. Agent has no authority to bind PickSpot.
3. Agent bears its own costs, staff obligations, and regulatory compliance.

3. Onboarding; KYB/KYC; Verification Tiers

1. Agent must complete onboarding steps in Annex A and provide accurate KYB/KYC information.
2. PickSpot may conduct identity, business, and premises verification; ongoing re-verification may occur.
3. PickSpot may approve, reject, suspend, or change an Agent's Tier based on risk and performance.

4. Agent Responsibilities

Agent assumes full responsibility for parcels handled at its premises. Agent must:

• Store parcels in a secure, staff-controlled area.
• Perform Acceptance Scan upon receipt.
• Release parcels only through system verification (OTP/QR).
• Maintain accurate hours in the platform.
• Follow system return workflows.
• Not open, tamper with, or mishandle parcels except where required by law.
• Refuse and escalate suspected prohibited items.

5. Fees, Payouts, Holds, Reserves, Set-Off

1. Agent earns service fees as displayed in the agent portal and/or published schedule.
2. PickSpot may hold payouts during investigations, to manage Claims, suspected fraud, chargebacks, or reconciliation (Hold Period).
3. PickSpot may set-off confirmed amounts (Claims, penalties, overpayments) against payouts and/or Deposit.
4. Commission Advances. PickSpot may designate certain incentive payments as Commission Advances. Commission Advances are drawn against the Agent's Deposit balance and reduce the refundable Deposit amount on a dollar-for-dollar basis.
5. Signup Commissions. Agent earns a Signup Commission at the rate published in the agent portal fee schedule for each new Subscriber who (a) scans Agent's unique QR code, (b) creates a PickSpot handle, and (c) completes phone number verification. Signup Commissions are Commission Advances. Signup Commissions cease when Agent reaches the Subscriber Cap for Agent's current Tier.
6. First-Parcel Bonuses. Agent earns a First-Parcel Bonus at the rate published in the agent portal fee schedule when a Subscriber registered through Agent's QR code receives their first parcel delivery at Agent Premises. First-Parcel Bonuses are paid from the parcel fee collected from the sending merchant and are not Commission Advances. First-Parcel Bonuses are not subject to the Subscriber Cap.
7. Deposit Balance Visibility. Agent may view the current Deposit balance, cumulative Commission Advances paid, and refundable amount in real time through the agent portal.

6. Deposit

Agent must pay a refundable security deposit and a non-refundable activation fee as set out in Annex B.

The Deposit is performance security. It is not a bank deposit, savings product, or insurance policy, and does not cap Agent's liability.

PickSpot may deduct from the Deposit following a determination under the Dispute & Claims Policy. Commission Advances paid to Agent are deducted from the Deposit balance. Upon termination, the Deposit refund equals the original Deposit amount minus (i) cumulative Commission Advances paid, (ii) deductions under the Dispute & Claims Policy, and (iii) open holds. In no event will the refund amount be less than zero. After termination, the Deposit (net of deductions and open holds) is refunded within 60 days.

7. Insurance and Risk Allocation

Agent is responsible for maintaining any business insurance required under local law for its premises and operations.

PickSpot does not require specific insurance limits unless required by applicable regulation or agreed in writing for higher-tier participation.

Agent acknowledges that PickSpot does not provide insurance coverage for Agent premises, staff, or parcels handled by Agent.

Agent is solely responsible for loss, damage, or incidents occurring at its premises.

8. Platform Compliance

PickSpot may review Agent compliance through system logs, periodic checks, or reasonable information requests. Refusal to cooperate may result in suspension.

9. Enforcement

PickSpot may issue warnings, strikes, suspend, delist, deduct from Deposit, or take other enforcement actions necessary to protect the platform.

Agent may appeal enforcement actions once within 7 days by providing new, material evidence. PickSpot may uphold, modify, or reverse decisions.

10. Service Standards

Agent must meet reasonable service standards as measured through platform data. PickSpot may downgrade Agent's Tier for repeated non-compliance.

11. Confidentiality; Data Protection

Agent must keep user and parcel data confidential and use it only for fulfilment. Agent must comply with applicable privacy laws and the Privacy Notice and implement reasonable security controls.

12. Indemnity

Agent will indemnify PickSpot against third-party claims arising from:

• Loss/damage/theft of parcels at Agent premises.
• Wrong Release.
• Premises safety incidents.
• Agent's breach of law.
• Agent's breach of this Agreement.
• Agent's negligence, fraud, or wilful misconduct.

Carve-out: Agent does not indemnify PickSpot for claims caused solely by PickSpot's gross negligence or wilful misconduct.

13. Limitation of Liability

PickSpot is not liable for consequential losses. PickSpot's aggregate liability is capped at the amounts paid to Agent by PickSpot in the 12 months preceding the claim, except where unlawful to limit.

14. Term and Termination

Either party may terminate with 30 days' notice. PickSpot may terminate immediately for fraud, Wrong Release, theft, prohibited items incidents, refusal to cooperate, or material breach. Deposit refund rules apply per Annex B.

15. Governing Law; Dispute Resolution

This Agreement is governed by the laws of the jurisdiction of the PickSpot contracting entity. Disputes will be resolved by arbitration in a mutually agreed jurisdiction, or as required by applicable law. Either party may seek emergency injunctive relief for security, fraud, or IP matters.

16. General Provisions

Notices, assignment, amendments, severability, waiver, force majeure, and survival are in Annex C.

Annex A — Onboarding Workflow and Verification Tiers

Onboarding Workflow

Applicant → KYB/KYC Pending → Verified → Deposit Pending → Active → Trusted (optional)

Minimum Onboarding Requirements

• • Legal name, premises address, operating hours.
• • Premises photos and secure storage confirmation.
• • KYB/KYC: proprietor/director/beneficial owner ID(s).
• • Payout details (bank/mobile money).
• • Training completion (OTP/QR release, storage, prohibited items, returns).
• • Deposit paid (for Active status).

Tier Definitions

• • Verified: identity and premises verified. May appear in directory. Cannot accept parcels or earn commissions. No deposit required.
• • Active — Bronze: Verified + Bronze deposit paid + training completed. Can accept parcels. Subscriber Cap: 1,500. Agent earns Signup Commissions, First-Parcel Bonuses, and parcel service fees.
• • Active — Silver: Bronze requirements met + Silver deposit paid (stacking). Subscriber Cap: 5,000. Dedicated shelving required. Higher volume eligibility.
• • Active — Gold: Silver requirements met + Gold deposit paid (stacking). Subscriber Cap: 15,000. Branded kiosk or dedicated space required. Printer setup required. PickSpot Verified badge displayed.
• • Trusted: Sustained compliance at any Active tier. Lower payout holds. Priority support.

Annex B — Deposit Schedule

Deposit Amount and Subscriber Caps

Deposits are stacking: the Silver deposit includes the Bronze deposit, and the Gold deposit includes the Silver deposit. An Agent upgrading from Bronze to Silver pays the difference between the two tiers. The Activation Fee is paid once at initial onboarding and is not repeated on tier upgrades.

The Subscriber Cap is cumulative across the Agent's tenure, not reset on tier upgrade. An Agent who registered 1,500 Subscribers at Bronze and upgrades to Silver may register 3,500 additional Subscribers (5,000 minus 1,500 already registered).

The Signup Commission Budget represents the maximum cumulative Signup Commissions payable at each tier (Subscriber Cap multiplied by the prevailing Signup Commission rate). PickSpot retains the remainder of the Deposit as security.

Permitted Deductions

PickSpot may deduct from the Deposit only after a determination under the Dispute & Claims Policy, for:

• • Confirmed loss or theft at Agent premises.
• • Wrong Release.
• • Confirmed fraud or cash solicitation.
• • Costs of remediation attributable to Agent breach.
• • Unpaid balances owed to PickSpot.
• • Cumulative Commission Advances (including Signup Commissions and any other payments designated as Commission Advances under Section 5.4).

Refund

After termination, the Deposit (net of deductions and open holds) is refunded within 60 days, subject to open Claims and lawful retention.

Commission Advance Mechanic

Signup Commissions and any other payments designated as Commission Advances are drawn from the Deposit balance. The Agent's refundable Deposit balance at any time equals:

Refundable Balance = Original Deposit – Cumulative Commission Advances Paid – Other Permitted Deductions – Open Holds

Upon termination, the refund equals the refundable balance as of the termination date, subject to the 60-day refund period and open Claims.

First-Parcel Bonuses are not Commission Advances and do not reduce the Deposit balance.

No interest is payable on the Deposit unless required by law.

Annex C — General Terms (Agent)

The following standard clauses apply:

• Notices. All notices under this Agreement shall be in writing and sent to the addresses specified in the Agreement or as updated by either party.
• Assignment. PickSpot may assign this Agreement. Agent may not assign without PickSpot's prior written consent.
• Amendments. PickSpot may amend this Agreement by posting updated terms; continued use after notice constitutes acceptance.
• Severability. If any provision is held unenforceable, the remaining provisions continue in full force.
• Waiver. Failure to enforce a provision is not a waiver of that provision.
• Force majeure. Neither party is liable for failure to perform due to events beyond reasonable control.
• Survival. Provisions relating to indemnity, limitation of liability, confidentiality, deposit, and dispute resolution survive termination.
• Electronic acceptance. Clicking "I Agree" or using the Agent portal constitutes valid acceptance equivalent to a written signature.