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 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.

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.

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. 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 but may have limits.
• • Active: verified + deposit + training; can accept parcels.
• • Trusted: sustained compliance; lower payout holds; higher volume eligibility.

Annex B — Deposit Schedule

Deposit Amount

• • Security Deposit: USD 400 (refundable)
• • Activation Fee: USD 50 (non-refundable)

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.

Refund

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

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.