Operator Agreement

Version 3.0. Effective 2 November 2026.

In short

This plain language summary is for convenience only and does not form part of the binding terms. The numbered clauses below govern, and if this summary and a clause differ, the clause applies.

• You run the trip. You are an independent business and the carrier. You alone control hiring, pay, shifts and whether to accept a trip. Pickup is a booking platform and your limited payment collection agent. It is not a carrier, employer or insurer.
• Your licences and insurance are your own. You hold your own commercial transport and vehicle licences and your own commercial insurance. Pickup checks the documents. Expired licences or insurance suspend access automatically. No valid insurance, no listing.
• Pickup has applied for the Lagos State Service Entity Permit in the car rental (chauffeur hire) category. Car Bookings in Lagos open once it is granted.
• Commission. You pay Commission at the rates in your Fee Schedule, which is shown in Operator Mode and forms part of this Agreement. Commission includes VAT, and nothing is added on top. We give at least 30 days' notice before a rate changes. Guests see one complete price. There is no surge pricing.
• Getting paid. Flutterwave, a licensed payment provider, processes payments. Pickup collects as your limited payment collection agent, and the money stays in Pickup's balance with Flutterwave until it is paid to you by transfer or refunded. You are paid 1 hour after the trip ends (jets: 1 hour after landing, and nothing for a flight that never left). Bookings of 7 days or more pay weekly. A flagged booking waits up to 72 hours. An open case holds the whole payout for that booking until it is decided, and a staff hold for a fraud or money laundering check lasts until it is cleared. If a refund is decided against you after you were paid, it comes off your next payouts, or you can pay it back by transfer first.
• What can come off your payouts. Refunds and chargebacks you cause, amounts you owe us, and a reserve in the cases clause 9.7 sets out. If you owe more than a payout, your balance goes negative and later payouts clear it first.
• Guests you meet through Pickup stay on Pickup, for 12 months from your last contact or message through Pickup. Guest data is for the trip only, and you report any breach to us within 24 hours.
• Limits and disputes. Pickup's liability to you is capped at the greater of the Commission you paid in the 12 months before the claim and ₦100,000, except for death, personal injury, gross negligence, fraud or anything the Federal Competition and Consumer Protection Act 2018 does not allow us to exclude. You indemnify Pickup for claims, fines and taxes from your vehicles, vessels, aircraft, crew and trips. Injury and damage claims go first to you and your insurer. Disputes end in final individual arbitration at the Lagos Court of Arbitration, with no opt out and no class claims.

1. About this Agreement

1.1 Parties. This Operator Agreement ("Agreement") is between Pickup Technology Limited (RC 9548096), Lekki Phase 1, Lagos State, Nigeria, trading as Pickup Charter ("Pickup", "we"), and the business admitted to the Platform as an Operator ("you", the "Operator"). Pickup Technology Limited is the contracting party and your limited payment collection agent. It is the only Pickup company. This Agreement sits under the Terms of Use, which apply to everyone who uses the Platform. If they conflict on your listings, Bookings, payouts or obligations as an Operator, this Agreement prevails.

1.2 Signing this Agreement. A person with authority to act for you signs this Agreement in the app before your listings go live, by typing their full name and ticking the box that confirms their authority. The app shows this step as the Operator Master Agreement. It is this Agreement. If you and Pickup also sign a separate written agreement for your business (a "Separate Agreement"), it applies alongside this Agreement, and it prevails where the two differ.

1.3 Other documents. The following also apply to you as they refer to Operators, and form part of this Agreement: Operator Standards, Verification and Compliance, Cancellation and Refund Policy, Payments Terms, Charter Elite Standards, Guest Terms, Acceptable Use Policy, Community Standards, Reviews & Ratings Policy, Off Platform Booking Policy, Zero Tolerance Policy, Weapons and Prohibited Items Policy, Nondiscrimination Policy, Service Animal Policy, Tips Policy, Content Policy, Account Suspension and Removal, Major Disruptive Events Policy, Assumption of Risk, Dispute Resolution and the Operator Data Processing Addendum. The Privacy Policy explains how we handle your data and your crew's.

1.4 Definitions. Capitalised words have the meaning given in the Guest Terms and the Cancellation and Refund Policy. In addition:

1.5 Acceptance, versions and evidence. You accept this Agreement, and each material change to it, only by an affirmative act in the app: typing a name, ticking the box or pressing the button that states that you agree, with links to this Agreement and the documents in clause 1.3 shown beside it, while signed in as your Responsible Person or another director or officer with authority to bind you. Using the Platform is not, by itself, acceptance. We record your user ID, the document and its version, the date and time, the app version, the IP address and the device used. Your Fee Schedule is accepted in the same way at onboarding. Each version is numbered and dated and earlier versions are kept. You agree that the electronic record of your acceptance, and the Platform record of Bookings, messages, trip start events and payments, may be produced in evidence with the certificate the Evidence Act 2011 requires for electronic records, and you will not challenge them only because they are electronic. A typed name or a ticked box while signed in to your account is your electronic signature under section 93 of the Evidence Act 2011 and binds you as a handwritten signature would. The Platform record is admissible as an electronic record under section 84 of that Act.

1.5A Authority. The person who accepts this Agreement or the Fee Schedule for you warrants that they are 18 or over and have your authority to bind you. You must keep your Responsible Person's details current. If a person accepts without authority, you remain bound by any Booking performed and any amount received under this Agreement.

1.6 Operator Mode on one account. The app lets a person switch between a guest account and Operator Mode on the same login. When a person acts in Operator Mode they act for you, the Operator, and this Agreement applies. When the same person books a trip for themselves they act as a Guest, and the Guest Terms apply. You must give Operator Mode access only to your directors, officers and staff who are authorised to act for you, keep the list current, and remove access promptly when someone leaves. Everything done in Operator Mode under a login you have authorised is treated as done by you. Ratings, reviews, payouts and records for the Operator are kept separate from the person's guest activity.

2. Admission

2.1 We admit you to the Platform for the Verticals recorded at onboarding, from the date Verification is complete. Admission to one Vertical gives no right to list in another. Each requires its own Verification.

2.2 Admission is non exclusive and non transferable. We do not guarantee any volume of Bookings or any level of income.

2.3 Non exclusive both ways. You are free to supply your services through other platforms, your own website and your existing customers, subject only to clause 10 for Guests you meet through Pickup.

3. Your independence and our role

3.1 You supply the service. When a Booking Confirmation is issued, a Charter Contract is formed directly between you and the Guest. You authorise Pickup to conclude it as your agent for that purpose only. You alone perform it, and you are the carrier.

3.2 Pickup is never the carrier. Pickup does not own, lease, operate, crew, fuel, pilot or navigate vehicles, vessels or aircraft, does not employ chauffeurs, captains or pilots, and does not direct or control how you perform a Charter Service.

3.3 Independent contractor. You are an independent business. Nothing in this Agreement makes you, your directors or your personnel an employee, worker, agent, partner or joint venturer of Pickup. You may not bind Pickup or hold yourself out as acting for it.

3.4 Your people are yours. Authorised Crew are employed or engaged by you, not by Pickup. You alone control hiring, pay, shifts, rosters, leave and assignments, and how your people do their work. You are solely responsible for their pay, taxes (including PAYE where it applies), pension contributions under the Pension Reform Act 2014, contributions under the Employee's Compensation Act 2010, working conditions, rest, training, supervision and discipline, and for compliance with the Labour Act and all other labour law. Pickup does not pay crew, set or recommend crew pay, or share in crew earnings. Crew are engaged by Operators, never by Pickup. One crew account may be linked to several Operators, and each Operator is responsible for its crew only while they work on its Bookings. The standards in the Operator Standards and the Crew Terms are conditions for using the Platform and minimum outcomes the law and Guests require. They are not instructions about how you run your business.

3.5 You control your business. You set your prices, your rules for the trip (such as minimum hours, routes and what is allowed on board) and your availability, decide whether to accept or decline each request, and choose your fleet and crew, within this Agreement and Applicable Law. Declining a request is not a breach, although response and acceptance rates are measured as the Operator Standards describe.

3.6 Payment collection. You appoint Pickup as your limited payment collection agent solely to collect the Booking Value from Guests through Flutterwave and to account to you for it under clause 9. Receipt of a Guest's payment by Pickup through Flutterwave is receipt by you. A Guest's payment through the Platform fully discharges the Guest's obligation to you to that extent, and you must not ask the Guest for it again. Pickup collects the Guest service fee for its own account.

3.6A What the agency is not. Pickup's role under clause 3.6 is limited to collecting and accounting. Pickup is not a bank, deposit taker, payment service provider, e-money issuer or escrow agent, and holds no Central Bank of Nigeria licence of that kind. Pickup does not see or store full card details: card data is entered into Flutterwave's secure fields and tokenised by it. The agency does not make Pickup responsible for performing any Charter Service, and gives Pickup no authority to vary a Charter Contract except as this Agreement and the Guest Terms allow (for example to cancel and refund under the published cancellation rules).

3.7 No endorsement. Pickup does not endorse or guarantee your services to Guests. You must not describe your Listing, verified status or Charter Elite status as a Pickup guarantee or endorsement.

3.8 No control under the 2023 Lagos Regulation. The 2023 Lagos Regulation provides that a Service Entity is not deemed to control, direct or manage vehicles or drivers except where it expressly agrees to do so by written contract (section 4.2.9), and that a Service Entity is not an "Operator" under Schedule 7 of the Transport Sector Reform Law 2018 (section 4.2.10). Pickup has applied for the Lagos State Service Entity Permit in the car rental (chauffeur hire) category. Pickup is not a ride hailing service. Pickup does not agree to control, direct or manage any vehicle, vessel, aircraft or crew member. Nothing in this Agreement or any document incorporated into it is to be read as that agreement.

3.9 What Pickup is not. Pickup provides a technology platform and limited payment collection services. For jets, it also acts as agent of the Air Operator's Certificate holder. Pickup is not a carrier, transport provider, tour operator, insurer or insurance intermediary, and is not your employer, partner or principal. Pickup does not provide transport services, and nothing Pickup does to verify, rank, message, support or settle a Booking makes it one.

4. Verification, licences and compliance warranties

4.1 Before you list. No Listing is visible to Guests until you and the Vehicle, Vessel or Aircraft have passed Verification under the Verification and Compliance standard. There is no provisional listing.

4.2 Every Operator. CAC registration and status report, Tax Identification Number, proof of address, the BVN of a director or account signatory named on your CAC record, an identity check of your Responsible Person (a director or an authorised member of staff), your Settlement Account in your registered name, the licences your Vertical needs, and in force insurance. Insurance is a hard gate: no valid insurance, no listing. You warrant under clause 18.9 that no sanctions apply to you. We may screen you, your directors and your beneficial owners against sanctions and anti money laundering lists at any time, and staff carry out extra checks on every Booking paid over ₦5,000,000.

4.3 Cars. You must hold your own commercial transport and vehicle licences for your fleet. For each vehicle you provide: hackney permit, commercial registration (or a Motor Vehicle Administration Agency exemption), Lagos permit and Lagos registration, vehicle licence, roadworthiness certificate, tracking device data, inspection logs, the vehicle tag, commercial motor insurance under clause 12.1, and any other vehicle document the 2023 Lagos Regulation requires. You warrant that each car meets the age limits the 2023 Lagos Regulation sets for its category (for corporate taxis, no more than 3 years from its date of manufacture when first used and no more than 10 years in service), and we may ask you for evidence. For each chauffeur: an identity check, a valid FRSC national driving licence for the class of vehicle, and your confirmation that the chauffeur works for you. By inviting a chauffeur you also warrant that the chauffeur is at least 21, is a citizen of Nigeria and is literate, as the 2023 Lagos Regulation requires. You upload the LASDRI certificate of competence and card, the driver's badge issued by the licensing authority and the LASRRA card where the chauffeur holds them. Pickup may make any of them required on 30 days' notice, and any document the Ministry requires is required from the date the Ministry sets. You must hold any operator licence the Lagos State Ministry of Transportation, or any other relevant authority, requires for car rental (chauffeur hire) businesses. Car Bookings in Lagos open once Pickup's Service Entity Permit is granted, and every car Operator in Lagos is then registered under it before its car Listings go live.

4.4 Vessels. Your own operator licence or permit from LASWA for Lagos waters, and from NIWA for federal inland waterways or NIMASA for coastal and sea routes; vessel registration and survey; an approved passenger capacity; marine insurance under clause 12.1; safety equipment including life jackets for everyone aboard, crew included, up to the full approved capacity; and a licensed boat master and certified crew. Vessels operate in daylight only (clause 7.7).

4.5 Aircraft. Your own current NCAA Air Operator's Certificate, the aircraft listed on your operations specifications, the insurance under clause 12.1, and licensed crew with current medical certificates for the type. Aircraft permitted only for private non commercial flight may never be listed.

4.5A Aircraft: you are the carrier. For every charter flight you are the operator and the carrier. Pickup acts as your agent, as the Air Operator's Certificate holder: it markets your service and takes the Booking and payment as your limited payment collection agent. Pickup never holds itself out as operating flights. Every aircraft Listing names you, the Air Operator's Certificate holder, as the operator. You are the principal to the Charter Contract and the seller of the flight. You account for every NCAA charge on your flights: you must include the NCAA's statutory sales charge in your charter price, so that it forms part of the Total Price shown on the Listing, and you are solely responsible for calculating, reporting and remitting it to the NCAA. Pickup does not add, collect for its own account or remit that charge. You indemnify Pickup under clause 16.2 against any fine, penalty or assessment by the NCAA relating to your flights, including the sales charge. You must not describe Pickup as the operator of any flight in any material.

4.6 Security add ons. You may offer a security add on only through a guard company licensed by the NSCDC, whose licence we have verified, and only unarmed. You remain responsible for that provider as for your own crew. No armed escorts are arranged through Pickup. You must never offer, arrange or accept payment for police escorts or armed security.

4.7 Your compliance warranties. You warrant, when you are admitted, each time you list or change a Listing, each time you accept a Booking and throughout every trip, that:

• every document you have submitted is genuine, accurate and current;
• you hold every licence, permit, certificate and approval your Vertical requires, including (as applicable) your own commercial transport and vehicle licences, registration under the 2023 Lagos Regulation, the NCAA Air Operator's Certificate and operations specifications covering the aircraft and the operation, NIWA or NIMASA and LASWA permits, and the NSCDC licence of any guard company you use;
• every Vehicle, Vessel and Aircraft you list is roadworthy, seaworthy or airworthy, maintained as the law and its manufacturer require, and operated within its certified capacity;
• every Authorised Crew member you assign holds the licences, certificates and medical fitness the role requires, is fit for duty and is lawfully engaged by you; and
• the insurance required by clause 12 is in force.

4.8 Monitoring and suspension for lapse. Every expiring document carries its expiry date on the Platform. You must upload renewals before expiry. Expired licences or insurance suspend access automatically. A daily check suspends any Listing, asset or crew member whose required document has expired, without discretion, until a valid renewal is verified. Upcoming Bookings on a suspended Listing are cancelled with a full refund to the Guest, and they count as your cancellations. We may also suspend immediately if we learn that a licence, permit, certificate or policy has been suspended, withdrawn or cancelled, or that a warranty in clause 4.7 is untrue. Suspension working as designed is not a breach by Pickup. Automatic suspension of this kind enforces the law's compliance rules. It is not an exercise of control over how you work.

4.9 Audit. We may verify any document with its issuer, inspect assets on reasonable notice, and audit your compliance with this Agreement against the Platform record and your records relating to Platform Bookings, including crew engagement and assignment records, maintenance records and insurance documents. You must keep those records for at least 5 years and cooperate with any audit, including one carried out by an auditor appointed by the Ministry under the 2023 Lagos Regulation. If the Ministry, the NCAA, the Nigeria Revenue Service (NRS) or another authority requires a longer period, that period applies.

4.10 False documents. Submitting a forged, altered or false document is a material breach incapable of remedy. It results in permanent removal and, where appropriate, referral to the relevant authority.

4.11 Notify changes. Tell us within 24 hours of any lapse, suspension, cancellation or material change to a licence, permit, certificate or insurance policy, any regulatory action or inspection finding against you, and any change in your ownership or directors.

4.12 Regulatory compliance. You must comply with all Applicable Law for your Vertical, including the Lagos State Transport Sector Reform Law 2018 and the 2023 Lagos Regulation, the rules of the National Inland Waterways Authority (NIWA), NIMASA and the Lagos State Waterways Authority (LASWA), and the Civil Aviation Act 2022 and the regulations of the Nigeria Civil Aviation Authority (NCAA).

4.13 Verification does not shift responsibility. Verification is a check for the Platform's purposes at a point in time. It does not confirm that you are compliant, and it does not transfer to Pickup any part of your responsibility for holding and keeping every licence, permit and policy the law requires.

5. Regulatory reporting and data sharing

5.1 Ministry reporting. Pickup has applied for the Lagos State Service Entity Permit in the car rental (chauffeur hire) category. From the date it is granted, for car Bookings in Lagos, the 2023 Lagos Regulation requires Pickup to give the Ministry, weekly and monthly, details of drivers and trips, including each driver's name, phone number, email address, driver's licence, vehicle licence and NIN, and reports of accidents that occur during active trips (sections 4.1A X and XI and 4.2.1). You agree that Pickup may share that data about you, your vehicles and your chauffeurs with the Ministry, and with any auditor the Ministry appoints, as the Regulation requires. These reports hold only what the Regulation requires, and no Guest trip histories.

5.2 Your part. You must tell your chauffeurs, before they are assigned, that their data will be shared in this way, and give them the Privacy Policy. You must report every accident or incident during an active trip in the app immediately, and in any event within 24 hours, with the information we reasonably ask for, so that we can report it accurately.

5.3 Other regulators. You must cooperate with any lawful request from NIWA, NIMASA, LASWA, the NCAA, the NSCDC or any other authority relating to Platform Bookings, and tell us of it unless the law prevents you.

5.4 Road levy. Lagos State charges a road levy on each trip paid for by passengers, payable by operators, under section 4.1A V of the 2023 Lagos Regulation. You appoint Pickup as your agent to collect and remit it. The amount for each trip is calculated on the trip price, including extras and after discounts. It is collected only on car trips. It is included in the all in Total Price shown to the Guest and appears at checkout as its own statutory line, as an amount. No VAT is charged on it, Commission is not charged on it, and it is never Pickup's revenue. It is refunded to the Guest in full when a trip does not happen, and remitted only for trips that take place. Until Pickup's Service Entity Permit is granted, any levy collected is held for remittance and is not Pickup's revenue. If the Ministry directs that you pay it directly instead, Pickup passes the amount collected to you with your payout and you must pay it. The charge remains your liability under the Regulation, and you must reimburse Pickup for any amount the Ministry assesses against Pickup because of your trips.

5.5 Working with the Ministry. Pickup has applied for the Lagos State Service Entity Permit in the car rental (chauffeur hire) category. You must give Pickup, promptly, any information or document it reasonably needs for the application, and for the meetings, renewals, inspections and audits that follow its grant, and present your vehicles for any inspection the Ministry requires, including a complaint based inspection within the time the Ministry sets (section 3.10).

5.6 Enforcement and your drivers. Under Part 5 of the Regulation, a failure to comply can lead to a query, a 14 day suspension with a fine, and revocation of the permit, and a Service Entity or operator that fails to call a driver to order can be queried or suspended. You must call your chauffeurs to order, act at once on any notice from Pickup or the Ministry about a chauffeur's conduct, and remove a chauffeur from Pickup Bookings where the Ministry or Pickup requires it. You indemnify Pickup for any fine, penalty or loss it suffers because of a breach of the Regulation or the Transport Sector Reform Law 2018 by you, your chauffeurs or your vehicles (clause 16.2).

6. Listings

6.1 Accuracy. Every Listing must accurately describe the asset actually supplied, with current photographs, specification, price, availability, Extras and any conditions of carriage.

6.2 Controlled fields. Verification status, certified capacity and reviews come from our records and you cannot change them.

6.3 Certified capacity. Capacity is recorded from the asset's own certificate. You must never carry more people than it. Infants count toward the limit on boats and jets.

6.4 No self drive. Every Listing must include Authorised Crew. You must not offer or allow a Guest to drive, skipper or pilot.

6.5 Cancellation terms. For each Listing you choose one option for trips under 24 hours and one for trips of 24 hours or more, from the options the Platform offers: Flexible (24 hours), Standard (48 hours), Firm Long term (4 days) and Strict Long term (7 days). The option sets the Notice Window. If you choose none, Flexible applies to trips under 24 hours and Firm Long term to trips of 24 hours or more. The details are in the Cancellation and Refund Policy. The option is shown to the Guest before payment and is locked when the Guest books. A change to your Listing applies only to later Bookings.

6.6 Listing content. Photographs, descriptions and other content on your Listing must follow the Content Policy: they must show the actual asset, contain no contact details, links or invitations to book off the Platform, and infringe no one's rights. We may edit the format of a Listing, ask you to correct it, or remove content that breaks these rules.

6.7 Reported Listings. Guests and other users can report a Listing in the app. We review reports and may hide a Listing while we do. You must answer our questions about a reported Listing promptly.

7. Performing Bookings

7.1 Acceptance. Where a Listing takes requests, respond to each request within the acceptance period set out in the Operator Standards and shown in the app. A request you do not answer in time lapses, and the Guest is refunded in full. Accept only Bookings you can perform with a verified asset and verified Authorised Crew.

7.2 Assignment. Crew are assigned after a Booking is confirmed. Assign verified Authorised Crew in the app by the time the app shows. For a car, the app tells the Guest that the chauffeur's name, photo and plate appear by 16 hours before the start. A confirmed trip with no crew 12 hours before the start is escalated to Pickup and may be moved under clause 7.13A.

7.3 Substitution. Any change of crew or asset must be made in the app before the trip starts. A replacement crew member must be Authorised Crew. A replacement asset must be one of your own live, verified assets, of the same Vertical and of at least the standard booked (for boats, the same size or bigger; for jets, the same category or bigger, with a seat for everyone booked). The Guest has 2 hours, or until the start if that is sooner, to accept a replacement asset or cancel for a full refund. If the Guest does not answer in that time, the Booking is cancelled and the Guest gets a full refund. We never move a Guest to an asset they did not accept. A change of crew needs no answer from the Guest. We tell the Guest: on a car Booking, the new chauffeur's name and photo; on a boat or jet Booking, by role (for example "Your captain has changed"), never by name. A change of crew alone gives no right to a refund. An unrecorded substitution is a material breach.

7.4 Punctuality and performance. Present the booked asset and crew at the booked time and place, perform the trip safely and lawfully, and close the trip accurately in the app.

7.5 Trip start. No code is used. A car or boat trip starts automatically at its booked start time, unless the ID check the Booking needs is not on file. A flight starts at wheels up and ends at landing, and you or your crew must record both in the app. You must not let a trip be recorded as started when it is not taking place, for example by not recording a Guest no show or a trip that did not go ahead. Doing so is a serious breach: any amount released is recoverable from you under clause 9.4 and you may be suspended or removed.

7.5A Phone numbers and live location. Your Assigned Crew and the Guest can see each other's phone numbers, and message each other in the app, only from 1 hour before the trip starts until 1 hour after it ends. You, the Operator, see the Guest's or lead guest's phone number from confirmation, so that you can coordinate the Booking. Live location is shared from 1 hour before the trip starts, never earlier, until 1 hour after it ends. You and your crew must not save or use a Guest's phone number or location for anything except this Booking, and must follow the Data Processing Addendum.

7.6 No street hails. Your crew must not solicit or accept street hails or passengers outside a Booking.

7.7 Boats. Boat trips run in daylight only: departure after sunrise and return before sunset. This follows Lagos waterways rules, and you cannot switch it off. Night trips are not offered on Pickup. Everyone aboard, crew included, wears a life jacket at all times on deck and in any tender. Your captain has final authority on board on safety and may delay, shorten or cancel for weather, water conditions or a regulator's directive. Many jetties are run by third parties. Pickup does not control them and does not promise they are safe. You must use a boarding point that is safe for your Guests, and tell them of any hazard you know of.

7.8 Aircraft. Flights are performed under your AOC and NCAA regulations. The pilot in command has final authority. You are responsible for the passenger manifest, identity checks at boarding, weight and balance, and dangerous goods rules. After payment the Booker submits the passenger manifest in the app by the cutoff (24 hours before departure for international flights, 6 hours for domestic). The same cutoff is the deadline for the Booker's identity check on a jet. A jet booked after the cutoff has 2 hours from booking, and never past wheels up. For cars and boats the deadline is 24 hours before the scheduled start, or the start itself for a Booking made later than that. A missed deadline counts as the Guest cancelling. A check that has been sent and that Pickup has not yet decided is not treated as missed. You must review the manifest and tap Approve manifest before the cutoff. Approving the manifest does not release any payment. You are paid after the flight under clause 9.2. A passenger missing from the approved manifest may not board.

7.8A Flight operations. You alone are responsible, as the Air Operator's Certificate holder, for:

• Security screening. Screening of every passenger and their baggage as aviation security rules require, at the terminal or facility you use, on every segment. A passenger who refuses screening may not board. NCAA and aviation security screening stays absolute, including for on duty security personnel.
• Prohibited items and dangerous goods. Applying the dangerous goods rules and the Weapons and Prohibited Items Policy, and telling the Booker before the trip of any restriction specific to your aircraft.
• Weight and baggage limits. Stating on the Listing the passenger and baggage limits for the aircraft, and applying them on the day for weight and balance. Where the pilot in command reduces load for safety, you must tell the Guest at once and explain any option.
• Delays and diversions. Telling the Guest in the app, as soon as you know, of any delay, diversion or change of airport, and its reason. A delay, diversion or cancellation caused by weather, air traffic control, an airspace restriction or an NCAA directive is handled under the Cancellation and Refund Policy and the Major Disruptive Events Policy. Any duty of care or compensation the Civil Aviation Act 2022 or the Nigeria Civil Aviation Regulations place on the operator of the flight rests with you.
• Replacement aircraft. A replacement aircraft must be on your own operations specifications, of the same category or better, and verified on the Platform. You may subcharter to another Air Operator's Certificate holder only with the Guest's consent in the app before the flight, after naming that holder to the Guest. That holder must be verified on the Platform, and you remain responsible to the Guest. The Guest may decline a replacement aircraft or a subcharter and receive a full refund.
• International flights. Holding every permit, overflight and landing clearance the flight needs, and telling the Booker of the travel documents each passenger must carry. Pickup does not check passports or visas.
• Empty legs. You may list an empty leg only for an aircraft and route you are lawfully able to operate commercially. An empty leg is sold on the same terms as any other Booking. You may cancel it only for a Recognised Reason under the Cancellation and Refund Policy, including where the positioning flight it depends on no longer operates, and the Guest then receives a full refund.

7.9 Accessibility. Accommodate reasonable assistance needs notified in advance and never discriminate, in line with the Discrimination Against Persons with Disabilities (Prohibition) Act 2018. Decline before accepting if you cannot safely meet a notified need.

7.10 Cancellation discipline. Do not cancel accepted Bookings except for a reason the Cancellation and Refund Policy recognises. When you cancel, the Guest is refunded in full or moved to another Operator, and the cost is allocated under that policy and clause 9.4.

7.10A Guest at fault. If you cancel because the Guest broke the rules, the Guest's refund follows the Guest's own cancellation option. If you cancel because of a prohibited item, only the road levy comes back to the Guest. Both open a case, and your money for that Booking is held until Pickup checks.

7.10B Mismatch. If the car, boat, aircraft or crew does not match the app, the Guest may refuse it at pickup, from 1 hour before the start until 1 hour after it, for a full refund. A case opens so that you can give your side.

7.11 Conduct. You and your crew must follow the Community Standards, including zero alcohol or drugs on duty, no unauthorised route deviation, and immediate reporting of incidents.

7.12 Fair labour. You must not use forced, compulsory or trafficked labour; retain any crew member's passport, identity document or licence; charge any crew member a recruitment or placement fee; or pay less than the law requires. You must let your crew raise concerns with Pickup directly and must not retaliate against anyone who does. Breach is a material breach incapable of remedy. See our Modern Slavery Statement.

7.13 No shows. If your Assigned Crew do not arrive at the booked time and place, the Guest may report a no show in the app. You must reassign verified Authorised Crew at once if you can. If you cannot, the Booking is handled as an Operator No Show under the Cancellation and Refund Policy: the Guest is moved to another Operator or refunded in full, and the cost is allocated to you. If the Guest does not arrive, you or your crew may record a Guest no show in the app from 60 minutes after the booked start (or, on an airport pickup, after the flight's landing), once your crew have marked that they have arrived. A false record is a serious breach.

7.13A Moving a Booking at risk. If a Booking is at risk, for example a request nobody answers, crew who cannot make it, a no show, a breakdown, a safety concern or a service below standard, Pickup staff may move it to another Operator, even during the trip. The Guest is never charged more for this. Your payout for that Booking is then forfeited: unreleased payouts are cancelled, and any part already paid comes off your next payouts, with any re-dispatch charge in your Fee Schedule.

7.14 Extensions. A Guest may ask to extend a Booking in the app, for example by the hour. An extension is a new request that you may accept or decline. It takes effect only when you accept it in the app, and is priced at the Listing rate shown to the Guest before they confirm. Your crew must not agree an extension, or take payment for one, outside the app.

7.15 Lost items. If a Guest reports an item left in your Vehicle, Vessel or Aircraft, you must check promptly and keep any item found safe for 30 days. Pickup helps arrange its return through the app at a time agreed with the Guest, and the cost of return is borne by the owner and shown before they agree to it. After 30 days you may donate or dispose of an unclaimed item lawfully, except that cash, identity documents and valuables are handed to the police. Anything that may be evidence of a crime is handed to the police at once.

7.16 Zero tolerance and prohibited items. You and your crew must follow the Zero Tolerance Policy on drugs and alcohol and the Weapons and Prohibited Items Policy. A credible report that a crew member was impaired on duty or carried a weapon leads to immediate suspension of that crew member while we investigate. A Guest may travel with lawfully assigned, on duty security personnel if you consent. On duty state security officials lawfully authorised to carry are an exception to the Weapons and Prohibited Items Policy. You decide whether to carry them, on safety and regulatory grounds only, and you must reply before the trip starts. If you decline after notice, the Guest receives a full refund.

7.17 Tips. There is no in app tipping. Your crew must not ask for a tip. They may accept an unsolicited cash tip, as the Tips Policy explains.

7.18 Service animals and nondiscrimination. You must carry a Guest's assistance animal as the Service Animal Policy requires, and follow the Nondiscrimination Policy.

7.19 Cameras. You may use cameras inside a Vehicle, Vessel or Aircraft only if the Listing discloses them and a visible notice is displayed in the asset. You must not record audio without a separate notice to the Guest. Footage is kept for 30 days and then deleted, unless it is needed for an incident, claim, dispute or a lawful request, and it is never published. You are the controller of the footage under the NDPA and must handle it as the Data Processing Addendum requires.

8. Pricing, Commission and tax

8.1 You set prices. You set your own Booking Value, which may vary by asset, duration, date and Extras as published on the Listing. The Platform applies no surge or real time demand pricing. The price a Guest sees on your Listing and in search results is one complete, all in Total Price: your Booking Value plus the Pickup service fee, VAT on that fee and any statutory levies, calculated by the Platform. The amount charged at checkout is never higher than that price for the same trip details. Your Booking Value must include every mandatory cost of your service. Extras must be optional and are never preselected. You may publish date based rates, for example for public holidays or the festive season, if you set them on the Listing in advance and the Guest sees the rate before booking. A date based rate is not surge pricing. You may not change the price of a Booking after it is confirmed.

8.2 Commission and the Fee Schedule. Commission applies to the Booking Value (including Extras) of every completed Booking, and to any cancellation amount you retain, and is deducted at settlement. The Commission rate for each Vertical is set out in the Fee Schedule shown in Operator Mode (your operator dashboard). This Agreement incorporates the Fee Schedule by direct reference. You accept it at onboarding and can see it at any time. Commission includes VAT. Nothing is added on top. You enter the payout you want for a Listing, and the Platform adds the Commission and the guest service fee to set the price Guests see. The Listing editor shows both. Trip screens, booking emails and notifications show your payout and when it is released. Your monthly statement shows the gross booking value, the Commission, the VAT inside the Commission, and Pickup's Tax Identification Number. There is no listing fee.

8.3 Guest service fee. Guests pay Pickup a separate service fee and VAT on that fee. Both are included in the all in price shown on your Listing and itemised at checkout. They are Pickup's and are not part of your settlement. They do not reduce your Booking Value.

8.4 No other charges, and changes to the Fee Schedule. Pickup does not mark up your price and charges you nothing else unless your Fee Schedule, this Agreement, the Payments Terms or a Separate Agreement say so. We give you at least 30 days' notice, in Operator Mode and by email, before a Commission rate or any other charge in the Fee Schedule changes. A change never applies to a Booking already confirmed. If you do not accept a change, you may stop accepting new Bookings and close your operator account under clause 15.2 before the change takes effect, and the earlier Fee Schedule applies to every Booking confirmed before then.

8.4A Discounts. A discount you choose to offer on a Listing reduces your Booking Value. A promotion, promo code or wallet credit funded by Pickup does not reduce your Booking Value or your Net Payout.

8.5 Your taxes. You are solely responsible for all taxes, levies and statutory charges on your revenue and your business, including income tax, VAT on your services and any payroll taxes for your crew, and for your own filings. Your payout records and monthly statements record your Platform turnover in full. If an authority assesses Pickup for a tax or levy that is your liability, you must reimburse Pickup.

8.5A VAT on Commission and VAT collection. The Commission is a charge for Pickup's platform and payment collection services to you. The VAT is inside it, calculated back out of the Commission line and shown on your monthly statement. You may recover that VAT as input tax only as the Nigeria Tax Act 2025 allows. Where the Nigeria Tax Administration Act 2025 requires a tax invoice or an electronic invoice for the Commission, Pickup issues it in the form the Nigeria Revenue Service (NRS) requires. Where the NRS designates Pickup as a collection agent, Pickup collects and remits as the NRS directs, and tells you how that affects your own VAT records.

8.5B Withholding tax. Where the law requires Pickup to withhold tax from your payouts, Pickup withholds it, remits it to the tax authority and gives you the credit note or receipt, unless you have given us a valid exemption. If the law requires you to withhold tax on the Commission, you must tell us in writing before the Booking concerned, remit the tax to the tax authority yourself, and give us the receipt or credit note within 30 days after the month concerned. We then credit you the amount withheld against your next payout. Without a valid receipt, no credit is due.

8.5C Road levy and other pass through amounts. The road levy in clause 5.4, and any other levy the law requires to be collected through the Platform, is a pass through amount. It is not part of your Booking Value, not Commission and not Pickup's revenue, and Commission is not charged on it.

8.6 Tax details and tax collected in error. You must give us your Tax Identification Number, VAT registration details where you are registered, and any other tax information the law requires us to hold, and keep them current. We may hold payouts until you provide information the law requires us to have before we pay you, and we will tell you what is missing. If a tax is withheld or collected as the law requires and it later proves not to have been due, your remedy is a refund or credit from the tax authority, and Pickup will give you the receipts and documents you need to claim it. This does not apply to an amount Pickup's own miscalculation caused. Pickup corrects that itself.

9. Payment, settlement, set off and reserves

9.1 How the money moves. Guests pay in full at booking (for jets, as clause 9.1D provides). Payments are processed by Flutterwave, a licensed payment provider. Pickup collects as your limited payment collection agent. The money stays in Pickup's balance with Flutterwave until it is paid to you by transfer or refunded. This is not an escrow, trust or wallet, and no interest is due on it.

9.1A Provider checks. Flutterwave may ask for information about your business, directors, account signatories and beneficial owners, and you must give it, and Pickup, what they reasonably ask for, promptly and accurately. Pickup verifies your business itself under the Verification and Compliance standard. A Payment Provider may decide on its own policies to refuse, restrict or delay a transfer. If it does, your Listings may be suspended until a working settlement route is in place, and amounts already due to you are released when the Payment Provider allows.

9.1B Settlement timing and provider events. Pickup instructs each release at the release time. The time money takes to reach your Settlement Account after that depends on the Payment Provider and the banks, and Pickup does not control it. Pickup is not liable for a delay, failure, reversal, freeze or hold by a Payment Provider, a bank, a card scheme or an authority, except to the extent it is caused by Pickup's own breach or negligence. If funds are frozen, reversed or held by a Payment Provider or an authority, the amount concerned is released to you only when and to the extent the Payment Provider releases it. If a Payment Provider becomes insolvent or fails to settle, Pickup takes reasonable steps to recover the funds for you and, on request, exercises for you any right it has against the Payment Provider for your share, or assigns that right to you where the Payment Provider's terms allow. Pickup's obligation to pay you is limited to amounts it has actually received and is free to release.

9.1C Currency. You set your Booking Value in naira, Guests pay in naira, and your Net Payout is calculated and paid in naira. Any other currency shown on the Platform is for display only.

9.1D Jet payments. For a private jet booked 5 or more days ahead, the Guest pays a 20% deposit by card at checkout and the balance by bank transfer within 48 hours. Any part of the deposit above the card cap in clause 9.1E is paid by bank transfer before the Booking is confirmed. For a flight booked less than 5 days ahead, there is no card hold: the Guest is charged in full at checkout, by card where the total is within the card cap and otherwise by instant bank transfer to the Booking's virtual account, and is refunded if you decline or the request lapses. A balance not paid by its deadline counts as the Guest's cancellation at that time under the Booking's cancellation option. Cancelling inside the Notice Window, or missing the balance deadline, forfeits the deposit, because it covers positioning and lock-out costs. You are not obliged to operate a flight for which the full Total Price has not been received, and nothing is released to you for a flight until the full Total Price has been received and the flight has landed.

9.1E Card cap. A single card payment on any Booking is capped at ₦5,000,000. Anything above the cap is paid by bank transfer to a virtual account the Payment Provider creates for that Booking.

9.2 When you are paid. The Booking Value less Commission and any deductions under this clause 9 is paid by transfer to your Settlement Account. These rules apply in every Vertical, to every Operator, from the first trip:

• Trips. Your payout is released 1 hour after the trip ends. Nothing is paid before the trip. We send you a push notification and an email when it is sent.
• Jets. Your payout is released 1 hour after landing. Nothing is paid for a flight that never left.
• Bookings of 7 days or more pay weekly: each week's share is released 1 hour after that week ends, and the rest 1 hour after the trip ends. For a jet, a weekly payment also needs the trip to be under way.
• Flagged Bookings. If a Booking or you are flagged by our fraud and risk rules or by staff review, the payout waits until 72 hours after the trip ends, or until the flag clears if that is sooner.
• Open cases. An open case on a Booking holds the whole payout for that Booking until the case is decided.
• Staff holds. Pickup staff may also hold a payout because of a fraud signal, a money laundering check or a legal requirement. Such a hold lasts until it is cleared, and has no 72 hour limit. We tell you about it unless telling you would compromise the check or break the law.
• Cancellations. If a Guest cancels and you keep a share under the Cancellation and Refund Policy, that share is paid 1 hour after the trip would have ended. You get no share of the road levy, or of the actual card and bank costs Pickup keeps on a Guest cancellation.
• Extensions. An extension the Guest accepts in the app is settled with the next settlement.

9.3 Settlement Account only. We pay only to the corporate account in your registered name. We never pay a personal or third party account. A new account is checked by name with your bank, and starts to receive payouts 72 hours after that check. Until then, no payout goes to the new account. We email your account owner when a change is requested. While your Pickup balance is below zero (clause 9.5), you cannot change your Settlement Account, and a change already requested waits until the balance is cleared. This does not apply if your bank is refusing your payouts.

9.4 What you owe us. You must reimburse Pickup for: refunds paid to Guests because of your cancellation, no show, Mismatch, suspension or breach, including refunds due after a payout has been released (for example a complaint upheld against you after the trip, a trip ended early or a breakdown that is not replaced), which Pickup may pay to the Guest before recovering them from you, and the card and bank processing costs included in a full refund that your cancellation or failure caused; chargebacks allocated to you under clause 9.6; reasonable costs of moving affected Bookings; fines or charges imposed on Pickup because of your breach; and any amount paid to you in error. A refund properly paid to a Guest is payable by you even if you dispute the underlying failure. It is adjusted if the dispute goes your way.

9.4A Disruption and force majeure. Where a Booking is cancelled because of a Force Majeure Event or a major disruptive event declared under the Major Disruptive Events Policy, the Guest receives a full refund, including processing costs. Nothing has been released to you for that Booking, so nothing is recovered, and the cancellation has no effect on your cancellation rate.

9.5 Set off. We may set off amounts you owe against any current or future settlement, on notice identifying them. Where what you owe is more than the settlement then due, your Pickup balance is negative and later settlements are applied to it before anything is paid to you. We never pay out below zero. Each deduction is shown on the settlement it is taken from, with the booking reference, and we tell you by push notification and email when a deduction is recorded and when each settlement is sent. Any balance not cleared within 30 days is a debt payable on demand, with reasonable recovery costs, which we may also recover by any other lawful means, including after your account closes.

9.5A Paying it back yourself. When a refund is decided against you after you were paid, we tell you the amount and the Booking. It comes off your next payouts unless you pay it first. You can pay all or part of what you owe at any time by bank transfer to Pickup: the email telling you about the refund has the account details, and you use the booking reference as the reference. We clear it from your balance when the money arrives. You must not pay the Guest directly (clause 9.7A).

9.6 Chargebacks. We defend chargebacks using the trip record. While a chargeback is open, its disputed amount is held back from your next payouts. A chargeback that succeeds is borne by you where the trip was not provided, was performed materially other than as booked, involved a Mismatch or unrecorded substitution, or you breached clause 10, or where you cannot show evidence that the trip took place as booked when we ask for it. Pickup bears a chargeback that succeeds because a fraudulent payment or a false identity got past Pickup's own checks (3D Secure and identity verification), where you delivered the trip as booked. The Payments Terms set out the detail, including the 5 business day deadline for your evidence.

9.7 Reserves. We may hold back part of your payouts as a reserve only where there is a real risk that amounts will become owed by you and cannot otherwise be recovered: (a) refunds and chargebacks attributable to you are materially above the Platform average over a rolling 90 days; (b) you or we have given notice of termination; (c) you are subject to an insolvency event or a regulatory suspension; or (d) you are under investigation for fraud or document falsity. A reserve is limited to our reasonable estimate of the exposure, is explained to you in writing, is reviewed at least every 30 days, and is released, less amounts properly applied, when the risk ends and in any event within 120 days after your last trip. A reserve never exceeds 20% of your unsettled payouts at the time it is set.

9.7A Refunds. Refunds to Guests are made through the Payment Provider to the Guest's original payment method. You must never refund a Guest yourself, in cash or otherwise, for a Booking made through the Platform.

10. Off platform dealing and non circumvention

10.1 On platform. All bookings, communication and payments with Guests met through the Platform must stay on the Platform, as the Off Platform Booking Policy sets out, while either of you holds an Account and for 12 months from your last contact or message through Pickup.

10.2 What is prohibited. You and your crew must never solicit or accept cash or any payment outside the Platform, offer a direct booking or a discount for booking direct, or use Guest data obtained through the Platform to contact a Guest outside a Booking.

10.3 What is not restricted. This clause does not stop you serving a customer you served before either of you joined Pickup, a customer who finds you independently through your own marketing, or any customer on another platform. It protects only the introduction Pickup made.

10.4 Remedies. Breach may lead to suspension or termination under clause 15, proportionate to its seriousness. Pickup may also recover, as damages, the Commission it can show it would have earned on the Bookings that were taken off the Platform, calculated at the Commission rate in your Fee Schedule on the price actually paid for them. No fixed sum or multiplier applies. Pickup will first give you written notice of the Bookings concerned and 14 days to respond.

11. Charter Elite, ranking and reviews

11.1 Charter Elite. Every Operator that passes Verification holds Verified status, which is needed to list. Charter Elite is the recognition tier above it for Operators who sustain compliance, ratings, response and clean dispute records. The criteria are published in the Charter Elite Standards and status is reviewed every quarter. It cannot be bought.

11.2 Ranking. Search ranking reflects ratings, activity and Charter Elite status, and Guests can also sort and filter results. No Operator can pay for position.

11.3 Reviews. Reviews are two way and follow the Reviews & Ratings Policy. Guests review you, and you may review the Guest after a completed trip. Crew do not review Guests. Neither side sees the other's review until both are in or the 14 day window closes. Other Operators who deal with that Guest can see the Guest's average rating and comments. If a Guest's conduct concerns you or your crew, use Report a guest in the app. You must not review yourself, buy reviews or retaliate against a Guest for a review.

11.4 Public replies to reviews. You may post one public reply to each review of you, and edit it within 48 hours of posting. A reply must be factual, courteous and relevant to the trip. It must not include personal data about the Guest beyond their first name, threats, insults, discriminatory remarks, contact details, or offers to deal off the Platform, and it must follow the Content Policy. We may remove a reply that breaks these rules. Replying is the only way to respond publicly to a review, and you must not contact a Guest about their review outside the app.

12. Insurance, incidents and safety

12.1 Your insurance. You must hold and maintain your own commercial insurance for every listed asset and every Booking, written for commercial passenger carriage with an insurer licensed by the National Insurance Commission (NAICOM), and checked by Pickup before you can list (clause 4.2). The minimums are:

Each policy must carry limits of indemnity that are at least the minimum the law requires for your Vertical and at least any limit stated in a Separate Agreement or set by Pickup in writing for your Vertical. Pickup will give you at least 60 days' written notice before a limit it sets takes effect, and it applies from your next policy renewal.

12.1A Checking cover. We check the policy document, its basis and its expiry date before a Listing goes live and at each renewal. A policy we cannot verify does not count.

12.2 Insurance warranties. You warrant that each policy is in force, covers the use made of the asset through the Platform (including carriage of fare paying passengers booked through a third party platform) and is not void or voidable because of anything you know of. You must give us a copy of each policy or certificate on request and tell us within 24 hours if cover is cancelled, suspended, reduced or refused for a claim connected with a Booking. Pickup does not require you to name it as an additional insured or interested party. If Pickup later asks for this for a Vertical, it will give at least 60 days' written notice and the requirement applies from your next policy renewal.

12.3 Your cover is your own. Pickup checks the documents but does not sell insurance, and it names no insurer. Pickup does not provide or arrange insurance, for you or for Guests, and does not stand behind your insurance. Your commercial insurance is the cover for the trips you deliver. Pickup holds no policy for your benefit or for Guests, and you must never tell a Guest that Pickup insures the trip.

12.4 Policy details and claims. A Guest may ask you for the details of the insurance that covers their trip before it starts. You must answer promptly and accurately. Claims for damage or injury arising from a trip are made against you and your insurer. After an injury or severe property damage, Pickup gives the claimant your insurance certificate details so that they can claim directly, and shares the booking records it holds with you, the Guest and your insurer to support a claim. Pickup never shares your identity documents or verification records.

12.4A Guest service issues. When a Guest messages you in the app about a service issue that does not involve safety, such as lateness, cleanliness or the standard of the asset, you must respond and try to resolve it within 24 hours. If it is escalated to Pickup, you must provide your evidence within 72 hours of our request. An open case holds the whole payout for that Booking until it is decided (or, if the payout has already been released, any refund comes from your future payouts or by set off under clause 9.5). Pickup decides with reasons and may refund the Guest. Failing to cooperate is a breach of this Agreement and may lead to suspension or removal.

12.4B Cover for your people. You must also hold the cover the law requires for your own personnel, including contributions under the Employee's Compensation Act 2010, and any group life or other cover your Vertical or the law requires of you as an employer.

12.5 Incidents. Report any incident immediately through the app, notify your insurer, cooperate with Pickup, emergency services and the authorities, preserve evidence and make crew available. In-app safety features are secondary information tools and do not constitute an emergency response service. Pickup does not guarantee continuous, uninterrupted live monitoring, and automated prompts do not shift emergency response duties away from public authorities. In an emergency, call 112.

12.6 Damage claims. Damage and cleaning claims against Guests must be submitted in the app within 72 hours of the trip end, with the evidence the damage claims rules in the Guest Terms require. You must prove the damage, its cause and its amount. Repeated unfounded claims are a performance failure.

13. Data protection

13.1 Independent controllers. You and Pickup are each independent controllers, under the Nigeria Data Protection Act 2023 (the "NDPA"), of the personal data you receive from each other. Neither of you processes that data on the other's behalf, except as clause 13.6 provides. Each of you is responsible for your own compliance with the NDPA, the General Application and Implementation Directive 2025 (GAID) issued by the Nigeria Data Protection Commission (NDPC), and any other data protection law that applies to you.

13.2 Guest data. The Data Processing Addendum forms part of this Agreement and prevails over it on personal data. In summary, you must use Guest and Traveller data received through the Platform only to perform the Booking and to meet your legal obligations (including aviation, maritime and road transport record keeping); never copy it into another system or use it for marketing, profiling or any other purpose; keep it secure; give access only to Assigned Crew and staff who need it for that Booking; and delete it when the Booking and any legal retention period end.

13.3 Breaches. You must tell us within 24 hours of becoming aware of any personal data breach affecting Guest data or data received through the Platform, give us the information we reasonably need, and cooperate with us so that each of us can meet its duty to notify the NDPC within 72 hours of becoming aware of the breach, and affected people without undue delay where the risk to them is high.

13.4 Requests from people and authorities. If a Guest, Traveller or crew member asks you to exercise a data protection right over data you received through the Platform, or an authority asks you for it, you must handle the request as the law requires and tell us within 2 business days, unless the law prevents you, so that we can deal with any part that concerns Pickup's own records.

13.5 Your crew's data. Before you nominate a crew member, you must tell them that their data will be processed by Pickup as the Privacy Policy describes, including identity and licence checks, the automated ID check or the manual review they choose, and the sharing with the Ministry in clause 5, and you warrant that you have a lawful basis to give their data to Pickup. Each crew member gives their own explicit consent to any automated face match in the crew app.

13.6 Where you act for us. If you ever process personal data on Pickup's behalf (for example, collecting a document at boarding at our written request), you do so only on our documented instructions and under the processor terms in the Data Processing Addendum.

13.7 Your data. Pickup has a Data Protection Officer (privacy@pickupltd.com). We process your data and your crew's data as the Privacy Policy describes, with the service providers listed in Sub-processors, including disclosure to the Payment Provider and our identity verification provider, to the Ministry under clause 5, and to other regulators and competent authorities where the law requires. Data is stored outside Nigeria with Supabase and Vercel, and transferred only on a basis the NDPA allows, such as standard contractual clauses or adequate protection.

14. Intellectual property and publicity

14.1 You grant Pickup a non exclusive, royalty free licence to use your Listing content, names and logos to operate and promote the Platform, for as long as you are listed and for a reasonable period afterwards to wind down promotions. You confirm you have the right to grant it.

14.2 You may describe yourself as a verified Operator on Pickup Charter in the form our brand guidelines allow. You must not otherwise use our marks, imply endorsement or register a confusingly similar name, mark or handle.

15. Suspension and termination

15.1 Suspension. Besides automatic suspension (clause 4.8), we may suspend you, an asset or a crew member immediately if we reasonably believe there is a safety risk, a material breach, suspected fraud or a regulatory requirement. Suspension while we investigate is not a finding of breach, and you will be heard before any permanent consequence.

15.2 Closing your operator account. You may close your operator account in the app at any time once every Booking is finished and every payout and balance is settled. It closes at once: your Listings come off Pickup, your team and crew lose access, and your guest account stays open. If you also want to delete your guest account, you do that separately afterwards, as the Privacy Policy describes.

15.3 Termination by us. We may terminate: on 30 days' notice; immediately if you become insolvent, enter liquidation, receivership or any arrangement with creditors, or stop trading; immediately for material breach that cannot be remedied (including false documents, unrecorded substitution, exceeding certified capacity, off platform payment, breach of clause 7.12 or a serious safety failure); immediately if you lose a licence or insurance your Vertical requires and do not restore it within any period a Separate Agreement allows; immediately if a Payment Provider refuses to pay your Settlement Account, or you or a director or beneficial owner become subject to sanctions, and no lawful settlement route remains; or immediately where the law or a regulator requires.

15.4 Consequences. Listings are removed. Confirmed Bookings are moved to another Operator or refunded, at your cost if termination results from your breach. Amounts you owe survive. Settlement of started Bookings completes, subject to set off and any reserve under clause 9.7. You must then delete or return Guest data as the Data Processing Addendum requires, keeping only what the law obliges you to keep.

15.4A Account powers. If we remove you for breach, you, your directors and your Authorised Crew may not open a new operator account, directly or through an associated business, without our written consent. If an operator account has no Bookings and no sign in for 24 months, we may close it after giving you 30 days' notice. We may suspend or act without first giving notice, or without giving full reasons, where notice would put someone's safety at risk, compromise an investigation by us or an authority, or breach the law. The Account Suspension and Removal page summarises how these powers are used.

15.5 Survival. Clauses 1.5, 3.3, 3.4, 3.6, 3.6A, 3.9, 4.9, 5, 8.5 to 8.6, 9.1B, 9.4 to 9.7A, 10, 12.4, 12.6, 13, 15.4, 15.4A, 15.5, 16, 17 and 18, and any clause meant by its nature to survive, survive termination.

16. Liability and indemnity

16.1 What is never excluded. Nothing in this Agreement excludes or limits either party's liability for death, personal injury, gross negligence, fraud or wilful misconduct, or anything the Federal Competition and Consumer Protection Act 2018 does not allow to be excluded or limited, or any other liability that cannot lawfully be excluded or limited. Nothing limits your liability to Guests under Charter Contracts.

16.2 Your indemnity. You indemnify Pickup and its directors, officers and employees against losses, liabilities, fines, penalties and reasonable costs (including legal costs) arising from your vehicles, vessels, aircraft, crew and trips, including:

• the performance or non performance of any Charter Service, including any claim by a Guest or Traveller for death, injury, loss or damage;
• your breach of this Agreement or Applicable Law, including any warranty in clause 4.7 or 12.2;
• any claim by your crew or personnel, including any claim that a crew member is an employee or worker of Pickup, or is owed pay, pension, compensation or benefits by Pickup;
• any claim by a third party, such as another road user, a pedestrian, a passenger of another vessel or a property owner, for death, injury, loss or damage caused by your asset or crew;
• any fine, penalty, levy or charge imposed on Pickup by the Ministry, NIWA, NIMASA, LASWA, the NCAA or any other authority because of your operation, your assets or your crew;
• any tax, levy or statutory contribution that is your liability, including the NCAA statutory sales charge on your flights, with interest and penalties;
• any claim by a guard company or other provider you engage for an Extra;
• any breach of data protection law by you or your personnel; and
• your Listing content, replies and messages, including any claim that they are false, defamatory or infringe someone's rights.

The indemnity does not apply to the extent the loss was caused by Pickup's own negligence or breach.

16.2A Conduct of claims. In this Agreement, gross negligence means a serious and flagrant disregard of an obvious risk, going beyond ordinary carelessness. Pickup will tell you promptly of a claim it intends to make under clause 16.2, will not settle it without consulting you, and will let you take over its defence at your cost with counsel reasonably acceptable to Pickup, where you confirm in writing that the indemnity applies and the claim does not involve a regulator's action against Pickup or a risk to Pickup's licences or reputation. Pickup will give you reasonable help, at your cost. A delay in notice reduces the indemnity only to the extent it caused you loss.

16.3 Pickup's disclaimers. To the extent the law allows, the Platform is provided "as is" and Pickup gives no warranty that it will be uninterrupted or error free, or that it will generate any Bookings.

16.4 Pickup's liability. Subject to clause 16.1, Pickup is not liable to you for loss of profit, revenue, business, goodwill or opportunity, or any indirect or consequential loss. Pickup's total aggregate liability to you for all claims is limited to the greater of the Commission you paid Pickup in the 12 months before the claim arose and ₦100,000. This cap does not apply to Pickup's obligation to pay you Net Payouts collected for Bookings you delivered and free to release under clause 9.1B.

16.4A Third parties. Pickup is not liable for the acts or omissions of a Payment Provider, bank, card scheme, identity verification provider, map or telecommunications provider, airport, port or regulator, except to the extent caused by Pickup's own breach or negligence in choosing or instructing it.

16.5 Claims go to you and your insurer first. A claim by a Guest or a third party for death, injury, loss or damage arising from a Charter Service is a claim against you under the Charter Contract or the law, and is to be made to you and your insurer first. You must notify your insurer of any such claim promptly, deal with it in good faith, and keep Pickup informed. Pickup will direct such claims to you, share the booking records it holds to support them, and cooperate as the Dispute Resolution policy describes. Nothing in this clause limits a Guest's rights against you, or against Pickup for Pickup's own acts.

17. Disputes and governing law

17.1 Step 1: internal process. Disputes are raised first through operator support and escalated internally. If we suspend, restrict or remove you, an asset or a crew member, this process applies:

• Reasons. We tell you why, unless the law prevents us or it would harm a criminal investigation.
• Safety first. A credible safety concern leads to suspension while we investigate. Suspension is not a finding of breach.
• Your side. You see the evidence we rely on and can respond before any permanent decision.
• Timelines. We aim to finish trust and safety investigations within 7 days, unless an authority's investigation needs longer, in which case we tell you when we expect to decide.
• Appeal. You may appeal a suspension, restriction or removal within 30 days of the decision. A person who was not involved in the first decision decides the appeal within 14 days.
• Shorter windows. You may challenge a cancellation that counts against you within 7 days, a refused application within 14 days of the decision, and a Charter Elite decision within 14 days of the notice.
• Expired documents. Automatic suspension for an expired document (clause 4.8) is not a disciplinary step. The listing comes back as soon as a valid renewal is verified.

17.2 Step 2: negotiation. If a dispute is not resolved within 30 days, either party may ask for senior representatives to negotiate in good faith for a further 21 days.

17.3 Optional mediation. Either party may propose mediation at the Lagos Multi-Door Courthouse, in English, before a single mediator. Mediation takes place only if both parties agree, and it does not delay the right to arbitrate under clause 17.4.

17.4 Step 3: mandatory individual arbitration. Any dispute arising out of or in connection with this Agreement, the Fee Schedule, the Payments Terms or the Platform, including any question about their existence, validity or ending, that is not resolved within the 21 day negotiation period in clause 17.2 (or within 51 days of being raised, if the other party does not take up negotiation) must be referred to final and binding arbitration under the Arbitration and Mediation Act 2023, administered by the Lagos Court of Arbitration under its arbitration rules in force when the arbitration starts. The seat is Lagos, the language is English, and the tribunal is a sole arbitrator agreed by the parties or, failing agreement within 21 days, appointed by the Lagos Court of Arbitration. This is a business to business agreement, and there is no right to opt out of arbitration.

17.4A Coordinated claims. If 25 or more claims that raise the same or similar issues are brought against Pickup by Operators represented by the same or coordinated counsel, the claims will be heard in batches of up to 25, with one arbitrator appointed for each batch and the first batch decided before the next is heard, unless the parties agree otherwise. The parties will cooperate in good faith to agree a procedure that keeps costs proportionate. Each Operator's claim remains its own claim, decided on its own facts.

17.4B Confidentiality. The arbitration, any mediation, and every document, submission and award in them are confidential, except to the extent disclosure is needed to enforce or challenge an award, is required by law or a regulator, or is made to professional advisers or insurers under a duty of confidence.

17.4C No class or representative claims. Each party brings claims only on an individual basis, and not as a claimant or class member in any class, group, collective or representative proceeding. The arbitrator may not consolidate the claims of different Operators or hear a class or representative arbitration, except as clause 17.4A provides for batches, unless the parties agree in writing. This clause applies as far as the law allows. If a court holds it unenforceable for a claim, that claim proceeds in court and the rest of clause 17 continues to apply.

17.4D Costs. Each party bears its own costs of the internal process, negotiation and any mediation. In arbitration, the arbitrator decides who bears the costs of the arbitration and the parties' reasonable legal costs.

17.5 Small claims and urgent relief. Either party may bring a claim within the jurisdiction of the small claims procedure of the Lagos State Magistrates' Courts instead of mediation or arbitration, and may seek urgent interim relief from the courts at any time.

17.6 Governing law. This Agreement, and any non contractual obligation arising out of or in connection with it, is governed by the laws of the Federal Republic of Nigeria as applied in Lagos State. Subject to clause 17.4, the courts of Lagos State have jurisdiction.

17.7 Performance continues. While a dispute is being resolved, each party must keep performing this Agreement, including Bookings already accepted. An open case holds the whole payout for the Booking it concerns until it is decided (clause 9.2), and an open chargeback holds its disputed amount (clause 9.6).

17.8 Notices and court process. Notices about a dispute are given by email under clause 18.6. Formal court process (originating processes) is served as the rules of court require, at Pickup's registered office, whose address is on the Corporate Affairs Commission public register.

18. General

18.1 Changes. We may amend this Agreement on at least 30 days' notice in the app and by email to your account email address. You accept a material change on the "We've updated our terms" screen when you next open the app, as clause 1.5 provides. If you do not accept a change, you may close your operator account under clause 15.2 before it takes effect, and the unamended terms govern until then. A change required by law, a regulator or for safety takes effect when the law or the safety need requires, and we tell you why. No change applies to a Booking already confirmed.

18.2 Entire agreement. This Agreement, the Fee Schedule and any Separate Agreement are the entire agreement between us about the Platform. This does not exclude liability for fraudulent misrepresentation.

18.3 Assignment. You may not assign or transfer your rights or obligations. We may assign to a successor to all or part of our business on at least 30 days' notice, provided your rights are not reduced. If you object, you may end this Agreement before the assignment takes effect.

18.4 Force majeure. Neither party is liable for delay or failure caused by a Force Majeure Event (as defined in the Guest Terms), provided it notifies the other promptly and takes reasonable steps to limit the effect. A Force Majeure Event does not excuse an obligation to pay money already due, or to refund a Guest for a service not delivered. Affected Bookings follow the Cancellation and Refund Policy and the Major Disruptive Events Policy. If a Force Majeure Event prevents a party from performing this Agreement for more than 60 days in a row, either party may end it on written notice.

18.5 Severability and waiver. An invalid provision is modified to the minimum extent needed or removed, without affecting the rest. Failure to enforce is not a waiver.

18.6 Notices. Notices are given by email only. Pickup gives notices to you in the app or by email to your account email address, and they take effect when sent unless Pickup receives a delivery failure message. You give notices to Pickup, including any notice of breach, termination or a dispute, by email to legal@pickupltd.com (privacy matters: privacy@pickupltd.com), and they take effect when received. Contact Legal lists the addresses. Formal court process is served as clause 17.8 provides.

18.7 Confidentiality. Each party must keep confidential the other's non public business information received in connection with the Platform, including pricing, commercial terms, performance data and security information, and use it only for the purposes of this Agreement. This does not apply to information that is public through no fault of the receiving party, that it already lawfully held, or that it must disclose by law, by order of a court or regulator, or to its professional advisers under a duty of confidence. This duty lasts for 3 years after termination.

18.8 Anti bribery and corruption. You must not offer, give, ask for or accept any bribe, facilitation payment or improper advantage in connection with the Platform, including to or from any Pickup employee, public official or regulator, and must comply with the Corrupt Practices and Other Related Offences Act 2000 and all other anti corruption law. You must tell us at once if you are asked for such a payment. Breach is a material breach incapable of remedy.

18.9 Sanctions and lawful dealing. You warrant that neither you nor any of your directors, owners or Authorised Crew is the subject of sanctions imposed by Nigeria, the United Nations, the United Kingdom, the European Union or the United States, and that you will not use the Platform for money laundering or the financing of terrorism, in line with the Money Laundering (Prevention and Prohibition) Act 2022 and the Terrorism (Prevention and Prohibition) Act 2022. You must give us any information we reasonably need to meet our own legal duties and those of our Payment Provider.

18.10 Third parties. Only you and Pickup may enforce this Agreement, except that Pickup's directors, officers and employees may rely on clause 16.2.

18.11 Electronic acceptance and language. This Agreement may be accepted electronically and that acceptance is as binding as a signature, as clause 1.5 provides. It is written in English, and the English version governs.

18.12 Remedies and relationship. Rights and remedies under this Agreement are in addition to those the law gives. Nothing in this Agreement creates a partnership, joint venture, franchise or employment relationship.

18.13 Operators and trips outside Nigeria. Regulatory Information lists where Pickup takes Bookings. Where Pickup admits Operators or accepts Bookings in another country, country terms published in Operator Mode may add to this Agreement to meet local law (for example transport licensing, tax registration and data protection) and prevail for Bookings in that country. Nothing in this Agreement excludes a mandatory rule of the law of the place where you are established or the trip takes place.

18.14 Further steps. Each party will sign or do anything reasonably needed to give effect to this Agreement, including documents a Payment Provider or regulator asks for.

19. Contact

Operator support: in Operator Mode in the app, or support@pickupcharter.com. Legal: legal@pickupltd.com.