Supplier & Driver Terms and Conditions

Purpose

These Supplier & Driver Terms and Conditions govern the participation of suppliers, truck owners, drivers, equipment providers, operators and other approved service providers (“Providers”) on the FrigX platform.

FrigX operates as a construction logistics marketplace that connects customers with verified suppliers, truck operators, drivers, equipment providers and other approved service providers.

FrigX does not, merely by listing or connecting a Provider through the platform, become the owner of the Provider’s vehicle, equipment or materials, nor does participation on the platform by itself create an employment relationship between FrigX and an independent Provider.

Eligibility and Verification

A person or business wishing to provide services through FrigX must complete the applicable onboarding and verification process.

Depending on the type of service, FrigX may require:

• Valid identification;
• Business registration information, where applicable;
• Contact and address information;
• Vehicle ownership or authority-to-use documentation;
• Valid driver’s licence;
• Vehicle registration documents;
• Roadworthiness or inspection documentation;
• Insurance documentation where applicable;
• Equipment ownership or operating documentation;
• Supplier information;
• Bank or mobile-money payment details; and
• Other information reasonably required for verification.

FrigX may reject, suspend or remove a Provider where required information is incomplete, inaccurate, expired or unverifiable.

Accuracy of Information

Providers must provide accurate and current information during onboarding and throughout their participation on the platform.

A Provider must promptly notify FrigX of any material change affecting:

• Vehicle ownership;
• Driver authorisation;
• Driver’s licence;
• Insurance;
• Vehicle condition;
• Supplier status;
• Equipment availability;
• Contact information; or
• Any other information relevant to fulfilment of orders.

Providing false, misleading or fraudulent information may result in suspension or termination.

Provider’s Responsibility

Providers are responsible for ensuring that they are legally authorised and adequately equipped to provide the services they offer through FrigX.

A Provider must:

• Accept only orders it can reasonably fulfil;
• Provide the agreed service;
• Use suitable vehicles, equipment and personnel;
• Maintain required licences and permits;
• Comply with applicable laws and regulations;
• Maintain appropriate insurance where required;
• Maintain vehicles and equipment in safe operating condition;
• Treat customers professionally; and
• Provide accurate information regarding availability, pricing, quantity and service capability.

Driver Requirements

Every driver operating through FrigX must:

• Hold a valid driver’s licence appropriate for the vehicle;
• Be legally authorised to operate the vehicle;
• Be physically and mentally fit to drive;
• Comply with applicable road traffic laws;
• Follow reasonable safety requirements;
• Operate the vehicle responsibly;
• Avoid driving while impaired by alcohol, drugs or any substance that affects driving ability;
• Not permit an unauthorised person to operate the vehicle; and
• Immediately report material accidents, incidents or safety concerns.

FrigX may require evidence of driver eligibility before allowing a driver to receive or fulfil orders.

Vehicle and Equipment Requirements

Vehicles and equipment used to fulfil FrigX orders must be suitable for the intended service and maintained in safe operating condition.

Providers are responsible for:

• Routine maintenance;
• Repairs;
• Roadworthiness;
• Required inspections;
• Required permits and licences;
• Insurance;
• Fuel and operating costs; and
• Compliance with applicable transportation and safety requirements.

FrigX may suspend a vehicle or equipment listing where there is a reasonable concern about safety, legality or suitability.

Supplier Responsibilities

A supplier providing materials through FrigX must ensure that the materials supplied:

• Correspond reasonably with the customer’s order;
• Are of the agreed type and quantity;
• Are legally sourced where applicable;
• Are suitable for the stated purpose where the supplier has represented them as such;
• Are not knowingly misrepresented; and
• Are prepared for delivery within the agreed timeframe.

Where applicable, suppliers must comply with environmental, quarrying, mining, extraction and other regulatory requirements governing the source of construction materials.

Legal and Environmental Compliance

Providers must comply with all applicable Ghanaian laws, regulations, permits and licensing requirements relevant to their activities.

Providers supplying sand, stone, gravel or other extracted materials must not knowingly supply materials obtained from an unlawful or unauthorised source.

FrigX may request information reasonably necessary to verify the source or legality of materials.

Where FrigX identifies a serious compliance concern, it may suspend the relevant supplier or listing pending investigation.

Order Acceptance

Providers should accept an order only when they are able and willing to fulfil it.

Once an order has been accepted, the Provider is expected to fulfil it in accordance with the agreed:

• Service;
• Quantity;
• Price;
• Location;
• Delivery arrangements; and
• Timeframe.

Repeated acceptance and subsequent cancellation without reasonable justification may result in suspension or removal from the platform.

Pricing

Providers must provide accurate pricing information when requested.

A Provider must not increase the agreed price after accepting an order unless:

• The customer requests an additional service or change; or
• An additional charge is justified by circumstances permitted under the applicable FrigX terms and is communicated and accepted appropriately.

Providers must not use the FrigX platform to mislead customers about prices or impose undisclosed charges.

Customer Payments

Where FrigX’s payment and escrow arrangements apply, customers may make payment through the FrigX platform.

• Providers must not demand or collect additional payment directly from customers unless the additional payment has been properly authorised under the applicable FrigX process.
• A Provider must not pressure a customer to bypass FrigX’s payment system for an order initiated through the platform.

FrigX Commission

• Where applicable, FrigX will deduct its agreed marketplace/service commission from transactions processed through the platform.
• The applicable commission rate will be communicated to the Provider under the relevant Provider agreement or platform terms.
• Unless otherwise agreed, the Provider authorises FrigX to deduct the applicable commission from amounts payable to the Provider.

Direct Transactions and Circumvention

Providers must not deliberately use customer information obtained through FrigX to bypass FrigX and complete an order outside the platform for the purpose of avoiding applicable FrigX fees or commissions.

This includes intentionally:

• Asking customers to cancel a FrigX order and pay directly;
• Providing personal payment details to avoid platform payment;
• Re-routing a FrigX customer to an off-platform transaction; or
• Using confidential FrigX customer information for unauthorised commercial purposes.

This restriction does not prevent legitimate independent business relationships that existed before the Provider and customer were connected through FrigX, provided that the Provider does not misuse FrigX confidential information or deliberately circumvent a specific FrigX transaction.

Delivery and Service Standards

Providers must follow the FrigX Delivery Policy and any service-specific requirements applicable to their orders.

Providers should:

• Arrive within the agreed delivery window where reasonably possible;
• Notify the customer or FrigX of significant delays;
• Deliver to the agreed location;
• Follow reasonable customer site instructions;
• Handle materials and equipment with reasonable care; and
• Obtain delivery confirmation where required.

Customer Site Safety

Providers and drivers must not knowingly undertake unsafe activities at customer sites.

• A driver or operator may refuse to enter or perform work at a location where there is a serious and reasonable safety risk.
• The Provider should notify FrigX where a safety issue prevents fulfilment.

Prohibited Conduct

Providers must not:

• Use an unqualified or unauthorised driver;
• Operate an unsafe vehicle or equipment;
• Falsify delivery information;
• Misrepresent quantities;
• Misrepresent materials;
• Demand unauthorised payments;
• Harass, threaten or abuse customers;
• Engage in discriminatory or unlawful conduct;
• Tamper with platform records;
• Create fraudulent orders;
• Submit false documents;
• Share customer information improperly;
• Circumvent FrigX fees; or
• Engage in any activity that may materially damage the reputation or integrity of FrigX.

Customer Information and Privacy

Providers may receive customer information necessary to fulfil an order.

Such information must be used only for legitimate fulfilment purposes.

Providers must not:

• Sell customer information;
• Share customer information with unauthorised persons;
• Use customer information for unrelated marketing;
• Contact customers for inappropriate purposes; or
• Retain or misuse customer information after it is no longer reasonably required.

Providers must comply with applicable data protection and privacy requirements.

Communication

Providers must maintain reasonable communication with FrigX and customers concerning accepted orders.

A Provider should promptly report:

• Delays;
• Vehicle breakdowns;
• Accidents;
• Inability to fulfil;
• Customer disputes;
• Incorrect order information;
• Safety concerns; or
• Other circumstances materially affecting an order.

Accidents and Incidents

Any significant accident, injury, property damage, theft, vehicle incident or other serious event occurring during fulfilment of a FrigX order should be reported to FrigX as soon as reasonably practicable.

The Provider remains responsible for complying with all legal reporting requirements applicable to the incident.

Insurance and Liability

Providers are responsible for maintaining insurance required by applicable law and appropriate to the services they provide.

• Unless expressly agreed otherwise, FrigX does not provide insurance covering a Provider’s vehicle, equipment, employees, contractors, materials or business operations.
• Providers remain responsible for liabilities arising from their own acts, omissions, negligence, unlawful conduct or failure to comply with applicable requirements.

Independent Provider Relationship

Unless a separate written agreement expressly states otherwise, Providers participate on the FrigX platform as independent businesses or service providers.

Nothing in these Terms automatically creates:

• An employment relationship;
• Partnership;
• Joint venture;
• Agency relationship; or
• Ownership relationship

Between FrigX and a Provider.

A Provider is responsible for its own personnel, taxes, licences, permits, insurance, operating expenses and statutory obligations.

FrigX’s Role

FrigX may:

• Operate the marketplace platform;
• Verify Providers;
• Facilitate customer requests;
• Facilitate provider assignment;
• Facilitate communication;
• Facilitate payments;
• Monitor transactions;
• Maintain transaction records;
• Handle complaints;
• Investigate disputes; and
• Take action against Providers who breach these Terms.

FrigX does not guarantee that every Provider will always be available or that every Provider will fulfil every order successfully.

Suspension

FrigX may temporarily suspend a Provider where it reasonably believes that:

• The Provider has breached these Terms;
• Verification documents have expired;
• A safety concern exists;
• A complaint requires investigation;
• Fraud is suspected;
• The Provider has repeatedly failed to fulfil orders;
• The Provider has engaged in unauthorised direct transactions; or
• Continued access presents a material risk to customers or the FrigX platform.

Where appropriate, FrigX may request information from the Provider before making a final decision.

Termination

FrigX may terminate a Provider’s access to the platform where the Provider:

• Materially breaches these Terms;
• Engages in fraud;
• Repeatedly fails to fulfil accepted orders;
• Provides false verification documents;
• Engages in serious misconduct;
• Puts customers or the public at serious risk;
• Repeatedly circumvents FrigX transactions; or
• Engages in unlawful conduct connected with the platform.

A Provider may also request to discontinue participation in the FrigX platform, subject to completing or properly resolving outstanding orders.

Outstanding Orders

Termination or suspension does not automatically cancel an order that has already been accepted.

FrigX may determine whether the order should:

• Continue;
• Be reassigned;
• Be cancelled; or
• Be otherwise resolved.

Any amounts due will be dealt with in accordance with the applicable transaction and FrigX policies.

Complaints and Disputes

Where a customer raises a complaint concerning a Provider, FrigX may investigate by reviewing:

• Order records;
• Communications;
• Delivery evidence;
• Photographs;
• Payment records;
• Provider information;
• Driver information; and
• Other relevant evidence.

Providers agree to cooperate reasonably with such investigations.

Ratings and Performance

FrigX may collect customer feedback and performance information relating to Providers.

This may include:

• Customer ratings;
• Delivery performance;
• Cancellation rates;
• Complaint history;
• Response times; and
• Order completion records.

FrigX may use this information to improve marketplace quality and determine whether a Provider remains eligible to receive orders.

Confidentiality

Providers must protect confidential information obtained through FrigX, including customer information, transaction information, pricing arrangements and non-public platform information.

Confidential information must not be disclosed except where required for legitimate fulfilment, authorised by FrigX, or required by law.

Changes to These Terms

FrigX may update these Terms from time to time to reflect changes in the platform, services, legal requirements or Provider arrangements.

Providers will be expected to comply with the version applicable to their participation in the platform.

Acceptance

By registering as a Supplier, Driver, Truck Operator, Equipment Provider or other Provider on FrigX, the Provider confirms that they have read, understood and agreed to comply with these Terms and the other applicable FrigX policies.

Where a Provider accepts an order through the platform, the Provider also agrees to fulfil that order in accordance with the applicable order terms.

Contact

For supplier and driver enquiries, verification questions or disputes, Providers should contact FrigX through the official support channels published on the FrigX platform.