Contents:

1.Definitions

2.TowAway App

3.Provider Account

4.Provider Requirements

5.Provider Obligations

6.Provider Conduct, Professional care and due diligence

7.Charges - The Fee that the Motorist is obligated to pay the provider for any service

8.Taxes

9.TowAway Fee Structure– Fee that the Provider is obligated to pay TowAway for using our platform

10.Feedback, Market Overviews and Analysis

11.Term and Terminations

12.Liability, Indemnity and Disclaimers

13.Notices

1.Definitions

TowAway, TowAway Technology - Referred to as “we” “our” “us”.

TowAway Partners shall mean representatives, affiliates, agents appointed by TowAway

Legal Entity - Company

Natural Person - Individual

Accident - Incident which causes damage to a vehicle

Service Provider (Referred to as “you”) - A Company or Individual registering to provide Towing or Roadside Assistance Services via the TowAway Platform.

Operators- Persons/employees/service providers factually providing tow service operating on behalf of

service provider, may also be an individual registered in own capacity

Motorist - Person requesting Tow Services (Referred to as “you”)

TowAway Services - Services provided by TowAway via the platform, including providing advertising and discoverability for the commercial towing & roadside assistance services and products. 

Maintenance of TowAway App, In-App Payment, Communication between you and service providers, motorist support.

TowAway App/The App - A mobile application allowing Motorists and Providers to request, receive and

provide services.

TowAway Platform - Technology connecting Providers with Motorists in need of services.

Ownership

Our mobile app, public content & derived data analytics are and shall remain TowAway’s property or the property of TowAway’s licensors. Neither the agreement of these terms nor your use of our mobile App by providing services convey or grant to you any rights: (a) in or related to our property except for the limited license granted above; or (b) to use in any manner TowAway’s company names, logos, product and service names, trademarks or services marks or those of TowAway’s licensors.

3. Service Provider Account

Access and Use

To gain access to the TowAway services, you must register as a service provider via the TowAway Provider App as well as provide all necessary documentation required to complete your registration. You must be at least 18 years of age. The documents required can be found on the registration page. You may register as a Company Provider (Legal Entity) or as an Individual Provider (Natural Person). Upon successful registration and on-boarding onto our platform we will provide all information necessary for you to access the platform.

By registering to be a service provider on our platform constitutes your agreement to be bound by these terms and conditions and obligations herein regarding the usage and access of our platform to provide Towing & Roadside Assistance Services.

After registration and receipt of information necessary to access the platform there will be additional

conditions to be met in order to use the TowAway app. These conditions may include owning a GPS-supporting mobile device, satisfactory state of the vehicles, valid driver’s licence. Failure to comply with the necessary requirements may lead to termination of the Agreement and right or access to use the TowAway App.

Banking Details

You are obligated to provide your banking details upon registration. In case you are a legal entity, you must provide the Company bank account or otherwise the bank account in which you would prefer to receive the fees related to your services. We will not be held liable for any inaccurate transfer of fees due to incorrect banking details.

All information provided by you is accurate and complete, it is your sole duty to update the information

presented on your profile. To ensure that you receive all fees due to you for your services.

4. Service Provider Requirements

Services provided by a person who is under the age of 18 is prohibited. You are prohibited from granting

authorization to third parties to use your account, and you may not allow persons under the age of 18 to

receive services from you unless they are accompanied by an adult. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when using the services or providing services, you may only provide services for lawful purposes (e.g., no towing of unlawful or hazardous materials and/or vehicles involved in activities that warrant criminal investigation under South African law, towing of vehicles involved in an accident that has resulted in a fatality/death of passenger/s or otherwise warrant police investigation prior to towing services, you will not use our platform to cause nuisance, annoyance or inconvenience)

5. Providing Services

By registering an account with us, as a legal or natural person. In each instance the legal or natural person is the “provider” of services. You hereby guarantee to provide Towing & Roadside Assistance Services in accordance with the General Terms of service and further Agreements including South African laws governing traffic, road and safety regulations. The legal personal or natural person providing services under the TowAway account shall be held fully liable for any infringement of the General Terms or misconduct conducted by the operator or person factually providing services, account holders are required to ensure that their operators/employees/service providers conform to the General Terms of service and agree to act in accordance with the conditions and obligations.

It is your sole responsibility to only register knowledgeable, skilled, and qualified operators. Ensure that

operators are regularly upskilled in this discipline. Proven negligence by you or your operator may result in an immediate and permanent deregistration of such operator or provider (legal entity or natural person) from the TowAway App.

It is your sole duty to ensure that your registered operator can accurately assess and determine the relevant vehicle/equipment/tools and service duration per hour necessary to complete the service by making use of live In-App images (vehicle condition at accident scene) received by them from the motorist, prior to accepting the service. TowAway assumes no responsibility or liability resulting in an incorrect quote presented to motorists.

6. Service Provider Obligations

Providers are required to have and maintain all licences and permits (including a valid driver’s licence of each operator/employee/service provider) car insurance, liability insurance, registrations, certifications and other relevant information required and applicable in South Africa to provide Services. You are obligated to ensure the maintenance and validity of all documentation.

7. Service Provider Conduct, Professional Care and Due Diligence

7.1) Services provided must be executed with professional competence and due care, in accordance with reasonably expected client service, business ethics, sound judgement and honest dealing when providing services to motorists. (i) You must take the route that has been configured via the TowAway App (ii) In such case should the configured route render impractical due to unforeseen circumstances or circumstances beyond your control an alternative route may be used. (iii) You may not make any unauthorised stops (iv) You must ensure that the vehicle being towed matches the description entered by the motorist and images uploaded (v) You must uphold traffic laws, road and safety regulations always. (vi) You must be in possession of all the relevant equipment/tools and/or vehicle needed to tow the motorist’s vehicle prior to accepting tow request. (vii) You may not tow the motorists’ vehicle to any other destination other than the destination entered by the motorist.

7.2) Operators retain rights to determine when they are discoverable by motorists to provide services,

operators can opt to accept or decline the requests put forward by motorists, TowAway assumes no

responsibility or liability arising from operators/employees/ who may decide to operate on your behalf

outside of your trading hours.

7.3) Operational costs or other costs incurred by you to complete and provide services is at your own

expense. You are obliged to provide and maintain all vehicles/equipment/tools that are necessary to perform any service (including smartphones etc.) You are responsible for paying all costs incurred while performing services such as fuel, mobile data plan, duty fees, depreciation/wear and tear of vehicles, vehicle monthly payments, insurance, taxes. Ensure you have subscribed to a data plan that allows unlimited or very high data usage capacity to use the TowAway App effectively and efficiently.

7.4) Network Coverage, Access and Devices, services provided by you requires network access. You are solely responsible for obtaining data. TowAway does not guarantee that you may not be subject to network delays inherent to the use of electronic devices or malfunctions. In addition, except set forth in the TowAway Privacy Policy, TowAway is not responsible for any network related rates and fees that may apply by usage or access of our software from your device, as well as delivery failures or any economic disadvantages arising from network interference.

7.5) Criminal Offences not limited to Illegal-Unlawful Towing, Hi-jacking, Vehicle Theft, Theft of Motorists’

belongings. You agree that you will be held fully liable to the full extent of the South African law for any criminal offences committed by you or your operators. TowAway assumes no liability or responsibility for any criminal offences committed by you or your operators, motorists reserve the right to seek legal recourse if there is a conflict, dispute, complaint of this nature against you or your operators, misconduct in as far as it relates to breaking the South African law will not be tolerated, of which your account will be temporarily suspended pending the legal proceedings of your investigation.

Additionally, should the motorist fail to seek legal action, this does not absolve any accusations of criminal misconduct against you, thus the TowAway Partners shall reserve the right to exercise reasonable judgement in this regard as it relates to your continued provision of services on our platform, should we reach an unfavourable outcome this will result in an immediate and permanent deregistration and dissociation from you and/or persons involved in the incident. TowAway will comply with relevant authorities and assist motorists by divulging your information or data for legal purposes to resolve any incidences.

8. Charges

8.1) You are entitled to charge a rate according to your service price list. Additionally, you shall maintain the right to alter the prices charged prior to any operator accepting to provide a service.

8.2) The Towing charge is calculated per truck based on your base rate, recovery rate, service fee per hour and rate per kilometre for the distance which falls above your maximum kilometre towing range, determined by the GPS based system.

8.3) The Roadside Assistance Charge is calculated as per service fee. You shall provide a service fee for Fuel, Car Battery Recharge, Locksmith services as well as Tyre Changes.

8.4) Motorists are shown an upfront charge thus operators may only alter and include additional pre-loaded rates based on the live assessment done by them of the motorists’ vehicle condition at the accident scene.

8.5) You are prohibited from negotiating any further charges outside of the TowAway App with motorists. No portion of your total charge is classified as a tip or gratuity; it is not mandatory for a motorist to offer any gratuity in addition to the charges related to the services provided by you. It is solely up to the motorist’s discretion to voluntarily offer additional payment as a token of appreciation for the services provided.

Gratuities are voluntary. No representation by TowAway (on TowAway’s website, in the Application, or in

TowAway’s marketing materials) allude to the effect that tipping is “mandatory,” “required,” and/or “included” in the charge you stipulate for your services.

8.6) Charges may only fluctuate based on services provided by operators , operators are prohibited from taking unauthorized routes. Motorists are liable to pay the confirmed charge once the services have been completed, should we detect or have reasonable cause to suspect any malpractice or fraud (such as taking detours, unauthorized stops whilst in possession of the motorist vehicle) significantly affecting the service provided, as well as a complaint by the motorist indicating a violation by you will result in an account suspension.

8.7) Motorists are only liable for the total charge displayed on the app, should the service take longer than estimated due to traffic or other factors (i.e. route where toll gates apply, weather conditions)-motorists will not be liable for any further compensation in this regard.

8.8) Motorists will only be paying for your services via the In-app Payment as described in Section IX of this agreement. Motorists will not be paying charges directly to operators.

8.9) TowAway has the right to issue an invoice on your behalf to a motorist for your services, contractual penalties or charges or fees that TowAway mediates to you. The invoice of each provision of service shall be available to you via the provider account.

8.10) Motorists shall receive receipts after each successful service. TowAway shall create a receipt on your behalf consisting of the following information: Your company name, place of business, contact details, name of operator, service licence number (if applicable), VAT registration number (if applicable), line items of service (based on rates provided by you), date, start-end location (total km/s travelled), description of motorists’ vehicle, taxes, total charge the receipt of each service shall be available to you via the provider account.

8.11) Cancellation fee, motorists may cancel a request for services within a certain period, after accepting a quote via the app. You are entitled to a fee for a cancelled service by the motorist if the operator had committed to providing the service and confirmed that they are enroute via the app.

9. Taxes

9.1) Value added tax- will be inclusive of the total charge to a motorist provided that you are a VAT registered entity and in possession of a valid VAT registration number. VAT will be levied at the South African standard rate of 15% on your supply of services.

9.2) You acknowledge that it is your sole duty as a legal entity or individual to register/document and fulfil your tax obligations and fully comply with all applicable obligations arising under the South African tax law (Income Tax, Value Added Tax, Corporation tax) in as far as it relates to your provision of services. TowAway assumes no responsibility or liability regarding your tax filling/declaration of revenue generated from your services provided nor do we take any accountability for penalties/claims/state fees/payments/ delay of the to tax authorities.

9.3) A valid submission by a tax authority to us, in connection with your services on the platform to the extent set forth under the valid legal act, such information will be made available to them by us.

9.4) Additionally, TowAway is not an “employer” as defined under South African tax law; thus you agree that any tax obligations arising from employment of your operators (including income taxes -Employee

Tax/PAYU), TowAway will not incur any costs or compensation or assume any liability in as far as it relates to operators or providers in this regard.

10. TowAway Fees

10.1) To have access to the TowAway App and use our services, you are obligated to pay a once off monthly fee. This fee is only paid after you have completed your first service, in said month, and percentage fee on each service provided, thus you shall pay as you earn. Note that should this fee or fee structure change, you will be notified well in advance prior to any changes.

10.2) You are only liable to pay the TowAway fee once a month, you are not liable to pay any other fees for each subsequent service that is completed in said month, further should you not provide any service during the month via the app-you shall not be liable for any fee. Invoices and Receipts regarding fees due to us will be sent to you directly after your first service.

10.3) Penalties and Cancellation of Services Cancellation by the operator once the quotation has been

accepted by the motorist and/or when operator is in transit will result in a penalty.

Repetitive cancellation by your operator, or cancellation of services once the vehicle is in the possession of your operator before it has reached its required destination other than circumstances beyond your operators control (i.e. operator involved in accident while completing service, vehicle malfunction or breakdown) thus rendering motorists vehicle is “abandoned”, will result in an immediate temporary suspension of your account on our platform, depending on the circumstances and information provided to us by you, this will result in a fine should your services not be permanently suspended on our platform.

In App Payments

Our App enables motorists to pay for the services electronically by entering their banking credentials. You hereby authorise us to act on your behalf as your limited commercial agent solely for the purpose of billing and collecting of the total charge for your services due to you. Payment obligations made by the motorist after the completion of services shall be considered fulfilled as of the time that the payment has been made.

There is no option to cancel payment by a motorist via the In-app payment. Thus, a cancellation by the

operator once the service quote has been accepted & paid, and your operator is in transit will result in a contractual penalty and/or suspension of your right to use our services in cases of repetitive behaviour.

You have access to review In-app payment reports/transactions in the App.

TowAway is not obligated to pay you the fees due from motorists, if the In-app payment failed because

the motorist’s card is cancelled or is unsuccessful for other reasons, such motorist will not be discoverable by operators.

Note that we set off any charges via the In-app Payment against amounts that you are obligated to pay us (Fees and Penalties).

11. Feedback, Reviews and Market Overviews

11.1) To consistently maintain and guarantee high-quality service which is free from error as well as provide additional reassurance to motorists, you acknowledge that motorists may provide feedback or reviews regarding the overall services received from you. This rating will be linked to your provider account.

11.2) Continuous sub-standard services may result in an automatic suspension of your account either

temporarily or permanently.

Service Provider Support

TowAway is committed to the support of Service Providers through various communication channels

regarding the use of our services, to ensure that you continue to remain scalable and efficient on our

platform.

Market Overviews and Analysis

Market overviews may be sent to you via email, TowAway App or Provider Account or other

communication channels, to increase your awareness regarding the average price charged by other

providers in the areas in which you operate as well as areas which are and continue to be accident prone.

Market overviews and analysis shall remain recommendatory and do not constitute an obligation to alter your business structure or prices. Market overviews and analysis will be based on previous statistics gained over a period and does not serve as a future prediction of the market.

12. Indemnity

You agree to indemnify TowAway and its affiliates, directors, employees and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees), arising out of or in connection with: (i) your use of our platform (ii) your breach or violation of any of these Terms: (iii) TowAway’s use of your personal or business information to resolve any dispute or investigation from any legal authority: or (iv) your violation of the rights of any third party or motorist.

Disclaimers, Limitation

Disclaimer

TOWAWAY DOES NOT ALLOW PROVIDERS TO PROVIDE SERVICES TO ANY PERSON SEEKING TO

TAMPER/CONTAMINATE EVIDENCE WHETHER MATERIAL OR OTHERWISE THAT WOULD WARRANT CRIMINAL

INVESTIGATION.

SERVICES ARE PROVIDED “AS IS” OR “AS AVAILABLE”, WE DO NOT GUARANTEE THAT ACCESS TO THE TOWAWAY PLATFORM WILL BE ERROR FREE.

MOTORISTS ARE AT LIBERTY TO REQUEST SERVICES FROM THE PROVIDER OF THEIR CHOICE, TOWAWAY ASSUMES NO RESPONSIBILITY IN AS FAR AS IT RELATES TO THE CHOICE OF THE MOTORIST. FURTHERMORE, TOWAWAY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, COMPLETENESS TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES PROVIDED BY YOU THROUGH THE TOWAWAY APP, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. TOWAWAY DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF YOUR OPERATORS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR PROVISION OF THE SERVICES PROVIDED, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

Limitation of Liability

TOWAWAY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, FINES, EXPENSES, PENALTY, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO OR OTHERWISE RESULTING FROM ANY ACTIONS OR NON-ACTIONS OF ANY MOTORIST OR THIRD PARTY.

USE OF THE SERVICES, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF TOWAWAY, EVEN IF TOWAWAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TOWAWAY SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY MOTORIST, TOWAWAY SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND TOWAWAY’S REASONABLE CONTROL.

THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.SERVICE PROVIDER TERMS OF SERVICE TOWAWAY SHALL NOT FACILITATE ATE ANY LEGAL CLAIMS OR DISPUTES BETWEEN YOU AND A MOTORIST IN RELATION TO ANY DAMAGE CAUSED BY A MOTORIST (INCLDUNG LEGAL COSTS) THAT MAY ARISE DURING YOUR PROVISION OF TOWING SERVICES IN SUCH CASE YOU ARE ENTITLTED TO REQUEST INFORMATION OF THE MOTORIST AS IT PERTAINS TO THEIR CONTACT DETAILS.

TOWAWAY SHALL NOT FACILITATE ANY COMMUNICATION BETWEEN YOU AND INSURANCE PROVIDERS/ROAD

ACCIDENT FUNDS/TOWING ASSOCIATIONS, YOU ACKNOWLEDGE THAT IT IS YOUR RESPONSIBILITY TO ENSURE THAT YOU AND YOUR OPERATORS ADHERE TO THE REQUIREMENTS OF THE MEMBERSHIPS OR ASSOCIATIONS TO WHICH YOU BELONG. TOWAWAY SHALL NOT ASSUME ANY RESPONSIBILITY IN THIS REGARD.

IT IS YOUR SOLE RESPONSIBILITY TO ENSURE THAT YOU AND YOUR OPERATORS UPHOLD THE NATIONAL ROAD

TRAFFIC ACT, 1996 (ACT NO 93. OF 1996) AND THE NATIONAL ROAD TRAFFIC REGUALTIONS PUBLISHED IN

GOVERNMENT NOTICE NO R.225 OF 17 MARCH 2000 WHICH STIPULATES THE REGULATORY REQUIREMENTS FOR PROVIDING SERVICES OF THIS NATURE.

13. Term And Termination

13.1) The above conditions outlined in this agreement shall enter into effect as from the submission or

registration of your account (signup application). Agreement and other terms shall enter into effect once the specific document or message has been made available to you and you commence the use of our platform.

13.2) You are entitled to terminate the agreement at any time by notifying TowAway at least 3 (three)

business days in advance, after which your right to use the TowAway platform and services shall terminate.

13.3) TowAway may terminate the agreement at any time for any reason at the sole discretion of us notifying you at least 3 (three) business days in advance. This courtesy may not be extended for violations or breach of this agreement by you, as the latter will result in an immediate permanent termination and deregistration from our platform.

13.4) Your account may also be suspended pending investigation for suspected fraudulent activity or an infringement of the agreement. The suspension will be removed once the investigation disproves such suspicions.

14. Feedback, Reviews and Market Overviews

14.1) Any changes made to the Agreement shall be made available to you via email or other communication channels, and shall come into effect once it has been sent to you.

14.2) Amendments to the General terms, a revised version will be sent to you. Your continued use of the

TowAway Services after the notice, shall be deemed acceptance of the revised terms and conditions.

Applicable Law and Court Jurisdiction

The General Terms of service Agreement shall be governed by construed and enforced in accordance

with the laws of the Republic of South Africa.

15. Notices

15.1) You are obligated to immediately notify us of any changes to your contact information.

15.2) Any notice required to be given under the General Terms of service shall be sufficiently given if: (i) sent by e-mail (ii) made available via the TowAway App or TowAway Provider Account. Any notice which is sent or dispatched in accordance with this clause shall be deemed to have been received.

Final Provisions

If any provision of the General Terms of Service is held to be unenforceable, the parties shall substitute for the affected provision an enforceable provision that approximates the intent and economic effect of the affected provision.

General Terms of Service and Conditions Date of Entry Into Effect:

31 January 2021

TowAway (Pty) Ltd.