License Agreement

This License Agreement (the “Agreement”) governs access to and use of the BroCar Driver mobile application and related software, database and platform functionality by a person or entity registered to receive information about service requests and independently provide services to Clients (the “Partner”). The BroCar service in the Republic of Vanuatu is operated by Hemia Nao Tek Ltd. under the BroCar brand (“BroCar”, “Service”, “we”, “us”).

This Agreement is concluded electronically. By completing registration, activating a Partner account, or otherwise accepting this Agreement through BroCar Driver, the Partner confirms that the Partner has read and accepted it. If the Partner does not agree, the Partner must not register for or use BroCar Driver.

This Agreement should be read together with the Driver Privacy Policy, applicable service rules displayed in BroCar Driver, and any separate written agreement entered into between BroCar and the Partner. A separate written agreement prevails to the extent of an express inconsistency.

1. DEFINITIONS

Application / BroCar Driver: the BroCar Driver software for Android and/or iOS and associated interfaces through which a Partner may access information about available Orders, accept Orders, communicate in connection with Orders and manage the progress of accepted Orders.

Client: a person who places or attempts to place an Order through the BroCar client application, website, call centre or another ordering channel made available by BroCar.

Order: information about a Client request for passenger transportation, delivery or another category of service expressly made available through BroCar.

Partner: an individual registered to use a BroCar Driver account and independently provide Partner Services to Clients. Each BroCar Driver account is assigned to one registered user and may be used only by that user.

Partner Service: the transportation, delivery or other service actually provided by the Partner to the Client. BroCar does not itself provide the Partner Service unless expressly identified otherwise for a specific service.

Personal Account: a technical account used to record Partner prepayments, charges, credits, non-cash settlements and other amounts connected with the use of BroCar Driver.

Personal Account Balance: the balance shown in the Personal Account after credits and permitted deductions.

Partner Fee: the amount payable by the Partner for the right to use BroCar Driver, access Order information or other clearly disclosed platform functionality. The fee may be calculated as a percentage, fixed amount, subscription amount or another method shown to the Partner.

Technology Provider: Taxsee (Thailand) Co., Ltd., which may supply, maintain or support elements of the technology used for the BroCar platform and may have authorised technical access as described in the Driver Privacy Policy.

2. SUBJECT OF THE AGREEMENT AND LEGAL MODEL

2.1. BroCar grants the Partner, for the term of this Agreement and subject to its conditions, a non-exclusive, non-transferable right to use BroCar Driver in the Republic of Vanuatu solely for the purposes of receiving and using information about Orders and managing Partner activity through the platform.

2.2. BroCar has sufficient contractual, licensing and other intellectual-property rights to make the Application and relevant functionality available to the Partner. Technology used by BroCar may be supplied, licensed or technically maintained by third parties, including the Technology Provider. Nothing in this Agreement represents that Hemia Nao Tek Ltd. is the ultimate owner of every item of underlying software, source code or other intellectual property.

2.3. BroCar provides information and technology functionality. BroCar does not employ the Partner, does not itself transport passengers or goods, and does not assign the Partner to a specific Order. The Partner independently decides whether to accept or decline an available Order.

2.4. When the Partner accepts an Order, a separate contract for the Partner Service is formed directly between the Partner and the Client on the conditions shown in the Application and agreed between them. BroCar is not a party to that transportation or delivery contract except to the limited extent expressly stated in relation to technical payment collection, support, safety or dispute facilitation.

2.5. The territory in which the right to use BroCar Driver is granted under this Agreement is the Republic of Vanuatu, unless a separate written agreement expressly states otherwise.

3. REGISTRATION, VERIFICATION AND ELIGIBILITY

3.1. Registration may be completed through BroCar Driver, the BroCar website, an authorised BroCar office or another authorised registration channel. Submission of an application or documents does not by itself oblige BroCar to activate an account.

3.2. The Partner must provide complete, accurate and current information and documents reasonably necessary to verify identity, legal capacity, driving eligibility, vehicle information and the right to provide the selected Partner Services.

3.3. A Partner providing passenger or other public land transport services must maintain all licences, permits, registrations and approvals required by Vanuatu law, including as applicable a valid driving licence, a Public Land Transport Authority (PLTA) driver permit and a public land transport vehicle permit under the Public Land Transport Act No. 4 of 2015 and applicable subordinate requirements.

3.4. The vehicle used for an Order must be legally registered, roadworthy and suitable for the accepted service, must display any plate or identifier required by law, and must be covered by any insurance required by law or by the selected service category.

3.5. BroCar may verify submitted information and may request updated or additional documents where reasonably necessary for safety, fraud prevention, legal compliance or account integrity. The Partner must promptly notify BroCar of any expiry, suspension, revocation or material change affecting a required licence, permit, vehicle or registration detail.

3.6. The Partner is responsible for protecting login credentials, one-time codes and other authentication information. A BroCar Driver account is personal to the registered user. The Partner must not sell, transfer, rent, share or otherwise provide account access or authentication information to another person.

4. USE OF BROCAR DRIVER AND ORDER INFORMATION

4.1. BroCar Driver may display Order information including pick-up or service location, destination or distance, service category, proposed price or tariff parameters, Client communication information and other data reasonably necessary to evaluate and perform the Order.

4.2. The Partner may accept or decline an available Order. Acceptance is voluntary. Once accepted, the Partner must perform the Order in accordance with the accepted conditions, subject to safety, law, the Client’s lawful cancellation rights and circumstances reasonably preventing performance.

4.3. Client and Order information may be used only to evaluate or perform the relevant Order, communicate as reasonably necessary for that Order, protect safety, obtain support, comply with law, investigate fraud or resolve a dispute. The Partner must not use such information for unrelated marketing, solicitation, private contact or any incompatible purpose and must not retain it longer than reasonably necessary for a lawful purpose.

4.4. The Partner must not copy, scrape, harvest, reproduce, distribute, sell or disclose the Application, database or Order information except to the limited extent required to perform accepted Orders or expressly permitted by BroCar in writing or by mandatory law.

4.5. The Partner must not decompile, reverse engineer, decrypt, bypass security, modify, translate, create derivative products from, interfere with, overload or attempt unauthorised access to the Application, database, algorithms, closed sections or other platform components, except to the extent a restriction is prohibited by mandatory law.

4.6. BroCar may carry out maintenance, security updates and functional changes. Temporary interruptions may occur during such work or because of third-party systems, telecommunications failures or events outside BroCar’s reasonable control.

5. ORDER PRICE, RATINGS AND SERVICE RULES

5.1. The proposed Order price is calculated by the Application using applicable tariff parameters, Order characteristics and other disclosed factors. If the Partner does not agree with the proposed price or applicable Partner Fee, the Partner should not accept the Order.

5.2. Acceptance of an Order constitutes agreement to the displayed proposed price and Partner Fee, subject to any lawful recalculation caused by a Client-requested change of route, waiting time, destination, scope of service, tolls or other clearly disclosed factor.

5.3. BroCar may use ratings, Client feedback, completed/cancelled Order information, safety or fraud indicators, account status, location/availability signals and other relevant operational information to administer service quality, eligibility and the display or prioritisation of Order information.

5.4. Ratings and other code-based service-quality scores are calculated automatically and are not manually editable. The Partner may use the Feedback or support channel to ask a human support specialist to review the information underlying an automated decision, consider the Partner’s views and correct inaccurate personal data where applicable. Where section 13 of the Data Protection and Privacy Act No. 13 of 2024 applies, BroCar will provide the safeguards required by that section. Human review does not mean that an automatically calculated rating or score can be manually edited.

5.5. Service rules, quality standards, safety requirements and lists of violations may be displayed in BroCar Driver. A rule that creates a monetary charge, restriction or other material consequence must be reasonably accessible to the Partner before or when it becomes applicable.

6. PARTNER RIGHTS AND OBLIGATIONS

6.1. The Partner has the right to

• use BroCar Driver in accordance with this Agreement and applicable law;

• receive information shown in the Application about available Orders, prices, applicable Partner Fees and Personal Account activity;

• accept or decline Orders voluntarily, subject to any consequences clearly connected with ratings or service-quality rules and permitted by law;

• contact BroCar support concerning technical access, account issues, payments, complaints or safety matters;

• request correction of inaccurate Partner data and exercise data-protection rights under the Driver Privacy Policy and applicable law.

6.2. The Partner must

• perform accepted Partner Services safely, professionally and in accordance with Vanuatu law and the accepted Order conditions;

• use only a roadworthy vehicle and any required safety equipment;

• comply with PLTA, road-traffic, licensing, tax, insurance and other obligations applicable to the Partner and selected service;

• not contact a Client for purposes unrelated to an Order, except with the Client’s separate lawful consent;

• not threaten, harass, discriminate unlawfully against, deceive or endanger Clients, BroCar personnel or third parties;

• not manipulate location, Order price, ratings, Personal Account balances or other system information and not engage in fraud or account sharing;

• promptly cooperate with reasonable safety, fraud, support and legally required investigations;

• pay applicable Partner Fees and other clearly disclosed charges due under this Agreement.

7. PARTNER FEES, PERSONAL ACCOUNT AND SETTLEMENTS

7.1. The Partner Fee is displayed in BroCar Driver or otherwise communicated before it becomes applicable. It may be a percentage of the Order price, a fixed fee, a subscription, a usage charge or another clearly disclosed method. Applicable VAT or other taxes may be added or withheld where required by Vanuatu law.

7.2. BroCar may require the Partner to maintain a positive Personal Account Balance. Depending on the applicable fee model, a charge may be deducted when an Order is accepted, completed, at the end of a billing period or at another time clearly stated in the Application.

7.3. A positive Personal Account Balance represents an amount recorded in favour of the Partner, subject to valid charges, payment-provider processing, settlement rules, unresolved disputes and lawful retention. A negative balance represents an amount payable by the Partner to BroCar.

7.4. Where BroCar provides a technical facility for non-cash Client payments and receives money on behalf of the Partner, BroCar acts only as a limited collection agent for that payment to the extent stated in the Application and applicable payment terms. The underlying payment for the Partner Service remains consideration payable by the Client to the Partner.

7.5. Replenishment, withdrawal or settlement methods available for the Personal Account may vary and are shown in the Application or communicated by BroCar. BroCar may use third-party banks or payment providers for these functions.

7.6. The Partner is solely responsible for the Partner’s own tax filings, licences, insurance, employees or contractors and other obligations arising from providing Partner Services, except to the extent BroCar is expressly required by law to withhold, report or remit an amount.

8. RIGHTS AND OBLIGATIONS OF BROCAR

8.1. BroCar will use reasonable efforts to provide access to BroCar Driver and to maintain the platform, subject to maintenance, updates, security requirements, third-party systems and events outside BroCar’s reasonable control.

8.2. BroCar may suspend, restrict or terminate access where reasonably necessary because of non-payment, expired or invalid required documents, safety concerns, suspected fraud, unlawful use, account sharing, material or repeated breach of this Agreement or service rules, a binding order of a competent authority, or a threat to the security or integrity of the platform.

8.3. Where practicable and appropriate, BroCar will inform the Partner of the reason for a material restriction and provide a channel to contact support or request review. Immediate restriction may be used where required for safety, fraud prevention, law enforcement or platform security.

8.4. BroCar may record calls made to or through BroCar support for quality, training, safety, fraud prevention and dispute-resolution purposes where permitted by law and as described in the Driver Privacy Policy.

8.5. BroCar will take reasonable measures to protect Partner information against unauthorised access and will process personal data in accordance with the Driver Privacy Policy and applicable law.

9. PERSONAL DATA AND CONFIDENTIALITY

9.1. The processing of Partner personal data is governed by the Driver Privacy Policy for Vanuatu and the Data Protection and Privacy Act No. 13 of 2024.

9.2. The Driver Privacy Policy is available on the BroCar legal portal: https://legal.bro-car.com/

9.3. The Partner must protect Client personal data and confidential security information received through BroCar. This obligation does not prevent disclosure required by law, necessary to obtain professional advice subject to confidentiality, or expressly authorised by the data subject or BroCar as applicable.

10. INTELLECTUAL PROPERTY AND BRAND

10.1. Rights in the BroCar brand, Application, databases, interfaces, software, documentation, designs and content belong to BroCar, its licensors or other rightsholders as applicable. Except for the limited right of use granted in this Agreement, no ownership or intellectual-property rights are transferred to the Partner.

10.2. The Partner may use the BroCar name and approved branding only to identify participation in the BroCar platform and in accordance with current branding and advertising instructions. Any wider use, alteration or registration of BroCar marks requires prior written authorisation from the relevant rightsholder.

11. LIABILITY

11.1. The Partner is independently responsible for the Partner Service and, to the extent provided by law, for loss, personal injury, property damage, fines or claims caused by the Partner’s acts or omissions.

11.2. BroCar is not responsible for the Client’s conduct or for the Partner’s failure to perform the Partner Service. BroCar does not guarantee that Orders will be continuously available, that a particular Client will proceed with an Order, or that the Partner will achieve any particular level of earnings.

11.3. To the maximum extent permitted by Vanuatu law, neither party is liable to the other for indirect or consequential loss that was not reasonably foreseeable. Nothing in this Agreement excludes or limits liability that cannot lawfully be excluded, including liability arising from fraud, wilful misconduct or a mandatory statutory right.

11.4. A party seeking compensation must take reasonable steps to mitigate avoidable loss. Any penalties or deductions applied by BroCar must have a contractual or lawful basis and be reasonably identifiable to the Partner.

12. FORCE MAJEURE

12.1. A party is not liable for delay or failure caused by an event beyond its reasonable control, including cyclone, earthquake, flood, epidemic, war, civil disorder, government action, widespread telecommunications failure or another comparable event, provided the affected party takes reasonable steps to mitigate the effect and resumes performance when reasonably possible.

12.2. Financial hardship, ordinary market fluctuation or a lack of funds alone is not force majeure.

13. TERM, TERMINATION AND CHANGES

13.1. This Agreement takes effect when accepted and continues until terminated by the Partner or BroCar in accordance with this Agreement and applicable law.

13.2. The Partner may stop using BroCar Driver and request account closure, subject to settlement of outstanding obligations and lawful retention of records.

13.3. BroCar may terminate or close an account on the grounds described in section 8.2 or where continued operation is prohibited by law. Termination does not affect rights and obligations accrued before termination.

13.4. BroCar may amend this Agreement by publishing an updated version on the legal website. BroCar may also use in-app announcements, push notifications, e-mail or another available channel to draw attention to material changes, but delivery or reading of such messages cannot be guaranteed. Unless a different period is required by law or stated in the published notice, changes take effect seven (7) calendar days after publication. Where applicable law requires a specific form of notice or new consent, BroCar will comply with that requirement.

14. GOVERNING LAW, DISPUTES AND MISCELLANEOUS

14.1. This Agreement is governed by the laws of the Republic of Vanuatu.

14.2. The parties should first attempt to resolve disputes through good-faith negotiations or BroCar support. BroCar will use reasonable efforts to respond to a formal written claim within seven (7) business days where reasonably practicable.

14.3. If a dispute cannot be resolved amicably, it may be submitted to the competent courts of the Republic of Vanuatu, subject to any mandatory procedure or jurisdiction required by law.

14.4. If any provision is held invalid or unenforceable, it is ineffective only to the necessary extent and the remaining provisions continue in effect.

14.5. The Partner may not assign this Agreement or transfer account rights to another person without BroCar’s prior written approval, except where mandatory law provides otherwise. BroCar may assign rights and obligations as part of a lawful corporate reorganisation or transfer of the Service, subject to applicable law and the Partner’s mandatory rights.

14.6. Failure to enforce a provision on one occasion does not waive the right to enforce it later.

CONTACTS

Service operator in Vanuatu: Hemia Nao Tek Ltd.

E-mail: vanuatu@brocar.com

Official website: https://bro-car.com/

Legal information: https://legal.bro-car.com/

The original version of this Agreement is written in English. If a translated version conflicts with the English version, the English version prevails to the extent permitted by applicable law.