TERMS AND CONDITIONS

1. DEFINITIONS

1.1. UDeliver Nigeria Ltd (also referred to as "we", "our" or "us") — UDeliver Nigeria is a private limited company incorporated and registered under the laws of Republic of Nigeria with registration number RC: 8219681, registered office No 3 Comrade Eze John Street Opposite Domain Saleh City, Nsukka, Enugu State

1.2. UDeliver Services — services that UDeliver provides, including provision and maintenance of UDeliver App, UDeliver Platform, In-app Payment, customer support, delivery tracking, and other similar logistics services.

1.3. UDeliver App — a smartphone application for Customers to request and track Delivery Services.

1.4. UDeliver Platform — technology platform that enables Customers to request delivery services and track their packages efficiently.

1.5. Customer (also referred to as "you") — a person or business requesting Delivery Services by using UDeliver Platform. Each Customer will get a personal UDeliver Customer Account to use UDeliver App and UDeliver Platform.

1.6. Driver — UDeliver employee providing Delivery Services via the UDeliver Platform using company vehicles and equipment.

1.7. Agreement — this agreement between Customer and UDeliver Logistics regarding the use of UDeliver Services which consists of:

• 1.7.1. these General Terms;
• 1.7.2. special terms displayed in UDeliver App, e.g regarding pricing info or service descriptions;
• 1.7.3. the Customer guidelines; and
• 1.7.4. other terms referred to in this Agreement as may be amended from time to time.

1.8. Delivery Fee — the fee a Customer is obliged to pay UDeliver for provision of the Delivery Services.

1.9. In-app Payment — cards, carrier billing and other payment methods used by the Customer via the UDeliver App to pay for the Delivery Services.

1.10. UDeliver Customer Account — access to a website and app interface containing information regarding your delivery history, tracking, invoices, and other account-related information.

1.11. Tip — a gratuity offered by the Customer at their sole discretion in addition to the Delivery Fee paid.

1.12. Delivery Services — logistics and delivery services provided by UDeliver through its employed drivers to deliver packages, documents, and goods as requested by Customers.

1.13. Package — any item, document, parcel, or goods that the Customer requests to be delivered through UDeliver Services.

1.14. Pickup Location — the address where the package is collected by UDeliver driver.

1.15. Delivery Location — the destination address where the package is to be delivered.

2. CUSTOMER REGISTRATION AND ACCOUNT

2.1. Prior to using the UDeliver Services, you must create an account by providing the requested information in the signup application and uploading any necessary documentation as required by us. You may sign up either as an individual customer or a business entity. Upon successful completion of the signup application, we will provide you with a personal account accessible via a username and password. By clicking the "Sign up" button, you represent and warrant that:

• 2.1.1. you are legally entitled to enter into an agreement with us to use the UDeliver Platform for requesting Delivery Services;
• 2.1.2. you have carefully studied, fully understand and agree to be bound by these General Terms, including all obligations that arise as provided herein;
• 2.1.3. all the information you have presented to us is accurate, correct and complete;
• 2.1.4. you will keep your UDeliver Customer Account accurate and profile information updated at all times;
• 2.1.5. you will not authorize other persons to use your UDeliver Customer Account nor transfer or assign it to any other person without our consent;
• 2.1.6. you will not use the UDeliver Services for unauthorized or unlawful purposes;
• 2.1.7. you will comply with all applicable laws and regulations when using our Delivery Services;

2.2. You are obliged to provide accurate payment information during registration. We accept various payment methods as displayed in the UDeliver App. We are not liable for any payment failures due to incorrect payment details provided by you.

2.3. Business customers may be required to provide additional documentation such as business registration certificates, tax identification numbers, and authorized signatory information before accessing certain business features of our platform.

3. DELIVERY SERVICES

3.1. Service Description. UDeliver provides on-demand logistics and delivery services through our employed drivers using company vehicles. Our services include same-day delivery, scheduled deliveries, document delivery, package delivery, and other logistics solutions as available on the platform.

3.2. Package Requirements. You must ensure that all packages submitted for delivery:

• 3.2.1. comply with applicable laws and regulations;
• 3.2.2. do not contain prohibited items including but not limited to hazardous materials, illegal substances, perishable items requiring special handling (unless specifically arranged), fragile items without proper packaging, or items exceeding size and weight limits specified in the app;
• 3.2.3. are properly packaged and labeled with accurate recipient information;
• 3.2.4. do not violate any import/export regulations if applicable.

3.3. Delivery Process. When you request a delivery:

• 3.3.1. you must provide accurate pickup and delivery addresses;
• 3.3.2. you must ensure someone is available at the pickup location during the scheduled pickup window;
• 3.3.3. you must provide accurate recipient contact information;
• 3.3.4. you acknowledge that delivery times are estimates and may vary due to traffic, weather, or other circumstances beyond our control.

3.4. Package Inspection. Our drivers have the right to inspect packages to ensure compliance with our terms and applicable laws. We reserve the right to refuse delivery of any package that violates these terms.

4. PRICING AND PAYMENTS

4.1. Delivery Fees. The Delivery Fee is calculated based on factors including distance, package size and weight, delivery urgency, and local market conditions. The fee structure is displayed in the UDeliver App before you confirm your delivery request.

4.2. Payment Methods. You may pay for Delivery Services via In-app Payment methods or cash payment where available. Payment is due upon completion of the delivery service or as otherwise specified.

4.3. Upfront Pricing. You may be offered fixed pricing for certain delivery services. This upfront price will be clearly displayed before you confirm your delivery request.

4.4. Additional Fees. Additional fees may apply for:

• 4.4.1. waiting time if pickup is delayed beyond the scheduled window;
• 4.4.2. failed delivery attempts due to incorrect addresses or unavailable recipients;
• 4.4.3. special handling requirements;
• 4.4.4. delivery outside standard service hours.

4.5. Cancellation Policy. You may cancel a delivery request before pickup. Cancellation fees may apply if the cancellation occurs after our driver has been dispatched or has arrived at the pickup location.

5. CUSTOMER OBLIGATIONS

• 5.1. Accurate Information. You must provide accurate pickup and delivery addresses, recipient contact information, and package descriptions.
• 5.2. Package Preparation. You are responsible for proper packaging of items to prevent damage during delivery. UDeliver is not liable for damage to improperly packaged items.
• 5.3. Availability. You must ensure availability at pickup locations during scheduled pickup windows and provide accessible pickup and delivery locations.
• 5.4. Prohibited Items. You may not request delivery of prohibited items as specified in section 3.2 or as updated in the UDeliver App.
• 5.5. Legal Compliance. You must ensure all deliveries comply with applicable laws and regulations.

6. IN-APP PAYMENTS

6.1. We may enable Customers to pay for Delivery Services via cards, carrier billing and other payment methods directly in the UDeliver App (i.e. In-app Payment).

6.2. Payment obligations made via In-app Payment shall be considered fulfilled at the time that the payment has been processed successfully.

6.3. UDeliver reserves the right to distribute promo codes to customers at our discretion. Promo codes may only be applied to eligible delivery services and cannot be combined with other offers unless specifically stated.

6.4. If you choose to tip our driver directly in the UDeliver App, the tip will be processed together with the Delivery Fee. Tips are entirely voluntary and at your discretion.

6.5. You are entitled to review payment reports in your UDeliver Customer Account, showing your delivery history and payment records.

6.6. If In-app Payment fails due to issues with your payment method, the delivery may be canceled or alternative payment arrangements must be made before service completion.

7. CUSTOMER SUPPORT

7.1. We provide customer support regarding the use of UDeliver Services through the app, email, and phone during business hours.

7.2. For delivery issues, tracking inquiries, or billing questions, please contact customer support through the designated channels in the UDeliver App.

8. RATINGS AND FEEDBACK

8.1. You may provide ratings and feedback regarding the quality of Delivery Services through the UDeliver App. This feedback helps us maintain service quality and improve our operations.

8.2. We reserve the right to investigate and remove ratings or feedback that are not given in good faith or violate our community guidelines.

9. PROMOTIONS AND CAMPAIGNS

9.1. Promotional Offers. We may occasionally offer promotional pricing, discounts, or special campaigns to customers. These offers are subject to specific terms and conditions that will be communicated at the time of the offer.

9.2. Service Guarantees. We may offer service level guarantees for certain delivery types, including delivery time commitments or compensation for delays under specific circumstances.

10. LIABILITY AND INSURANCE

10.1. Package Safety. While we take reasonable care in handling your packages, you acknowledge that delivery involves inherent risks. We recommend insurance for valuable items.

10.2. Liability Limitations. To the maximum extent permitted under applicable law, UDeliver's liability for any loss or damage is limited to the lesser of the actual value of the package or ₦50,000 (Fifty Thousand Naira) per package unless additional insurance is purchased.

10.3. Customer Liability. You are liable for:

• 10.3.1. providing accurate information and proper packaging;
• 10.3.2. ensuring packages comply with all applicable laws;
• 10.3.3. any costs or damages arising from prohibited items or false information;
• 10.3.4. payment of all fees and charges incurred.

10.4. Force Majeure. UDeliver is not liable for delays or failures caused by circumstances beyond our reasonable control, including severe weather, natural disasters, government actions, or traffic conditions.

11. PROCESSING OF PERSONAL DATA

11.1. Your personal data will be processed in accordance with our Privacy Notice, which is available on our website and in the UDeliver App.

11.2. UDeliver has access to all personal data and other data provided or generated in connection with your use of UDeliver Services. We shall take all reasonable steps to ensure confidentiality of such data and comply with all applicable privacy policies and laws.

11.3. You have access to your personal data and delivery history through your UDeliver Customer Account. You must maintain confidentiality of your account credentials.

12. TERM, SUSPENSION AND TERMINATION

12.1. This Agreement enters into force when you create your UDeliver Customer Account and accept these terms.

12.2. You may terminate this Agreement at any time by closing your UDeliver Customer Account. UDeliver may terminate this Agreement with reasonable notice for operational reasons.

12.3. UDeliver is entitled to immediately suspend or terminate your account without advance notice if you:

• 12.3.1. breach these General Terms or Agreement;
• 12.3.2. violate applicable laws or regulations;
• 12.3.3. engage in fraudulent activity;
• 12.3.4. provide false information;
• 12.3.5. request delivery of prohibited items;
• 12.3.6. abuse our platform or services.

12.4. Upon termination, you must settle all outstanding fees and charges. Any pending deliveries will be completed or canceled as appropriate.

13. AMENDMENTS

13.1. UDeliver reserves the right to amend these General Terms at any time by uploading the revised version on its website and app, and notifying customers via email, app notification, or other appropriate means.

13.2. Continued use of UDeliver Services after changes constitutes acceptance of the revised terms.

14. APPLICABLE LAW AND JURISDICTION

14.1. These General Terms shall be governed by, and construed and enforced in accordance with the laws of the Federal Republic of Nigeria.

14.2. Any dispute, controversy or claim arising out of or relating to this Agreement or the breach, termination or validity thereof shall be resolved by the competent courts of Nigeria.

15. MISCELLANEOUS

15.1. If any provision of these General Terms is found to be unenforceable, the remaining provisions shall remain valid and enforceable.

15.2. No failure or delay in enforcing any right or provision of these terms shall constitute a waiver.

15.3. You may not assign or transfer your rights or obligations under these terms without our prior written consent.

15.4. These terms constitute the entire agreement between you and UDeliver regarding your use of the Services.