Pro-Courier Partnership

In this Agreement, unless inconsistent with the context:

1.1"Platform" means the HopDrop API and supporting systems located at https://hopdrop.co.za and successor URLs.

1.2"Job" means a delivery request originated by a HopDrop Customer or another Partner, made available via the Platform's Pro-Courier endpoints.

1.3"Customer" means the end-buyer or merchant who books the delivery via HopDrop.

1.4"Parcel" means the physical item the subject of a Job.

1.5"Service Fee" means the amount HopDrop charges the Customer for the Job, denominated in South African Rand.

1.6"Pro-Courier Payout" means the portion of the Service Fee paid to Pro-Courier in respect of a successfully Delivered Job, calculated per Schedule 1.

1.7"Delivered" means the Parcel has been handed to the named recipient and the recipient's PIN verified via the Platform.

1.8"POPIA" means the Protection of Personal Information Act 4 of 2013.

2.1HopDrop appoints Pro-Courier on a non-exclusive basis to perform last-mile parcel delivery services for Jobs that Pro-Courier elects to accept via the Platform.

2.2Pro-Courier acts as an independent contractor. Nothing in this Agreement creates an agency, employment, or franchise relationship.

2.3Pro-Courier is under no obligation to accept any Job. HopDrop is under no obligation to offer a minimum volume of Jobs.

3.1For each Job Pro-Courier accepts, Pro-Courier shall:

1. collect the Parcel from the specified pickup point within the Job's pickup window;
2. verify the pickup PIN at collection by entering it via the Platform's /v1/pro-courier/jobs/{id}/status endpoint;
3. transport the Parcel safely and without unreasonable delay;
4. deliver the Parcel to the named recipient or such recipient's drop-point as specified in the Job;
5. verify the delivery PIN at handover via the same endpoint;
6. capture proof-of-delivery (photo or signature) when the Platform requests it.

3.2If Pro-Courier cannot complete a Job within 24 hours of acceptance, Pro-Courier shall mark the Job as failed via the Platform with a reason. The Parcel must be returned to the originating pickup point or held safely for HopDrop collection.

3.3Pro-Courier shall maintain a delivery success rate of at least 95% measured monthly. Falling below this threshold for two consecutive months entitles HopDrop to suspend Pro-Courier's API access pending review.

4.1Pro-Courier accepts custodial responsibility for the Parcel from PIN-verified pickup until PIN-verified delivery (or PIN-verified hand-off to a HopDrop drop-point).

4.2In the event of loss or damage during Pro-Courier's custody:

1. Pro-Courier shall reimburse HopDrop for the lesser of (i) the Parcel's declared value, or (ii) ZAR 5,000;
2. HopDrop shall in turn discharge the Customer's claim under the HopDrop Guarantee.

4.3Pro-Courier's liability per Parcel is capped at ZAR 5,000 unless the Parcel was declared at a higher value AND Pro-Courier separately confirmed acceptance of that declared value at pickup.

4.4Neither Party shall be liable for indirect, consequential, or punitive damages.

5.1The Pro-Courier Payout is calculated per Schedule 1 and paid into Pro-Courier's nominated SA bank account by EFT, monthly in arrears, within 14 calendar days of statement issuance.

5.2HopDrop will issue Pro-Courier a monthly payout statement listing each Delivered Job, the Service Fee charged, and the Pro-Courier Payout calculated. Statements are accessible via the Pro-Courier dashboard at hopdrop.co.za/dashboard.

5.3Disputes on a statement must be raised within 30 days of issuance, failing which the statement is deemed accepted.

6.1The Service Fee is set by HopDrop. Pro-Courier acknowledges that pricing may change with 30 days' notice; the Pro-Courier Payout schedule will adjust accordingly.

6.2Each Party is responsible for its own tax obligations, including VAT on the Pro-Courier Payout where applicable.

6.3If Pro-Courier is VAT-registered, Pro-Courier shall provide its VAT number on signature and issue tax invoices to HopDrop monthly. Pro-Courier's VAT number (if any): .

7.1Pro-Courier warrants that it maintains, at its own cost:

1. goods-in-transit insurance with a per-Parcel cover of at least ZAR 50,000;
2. public liability insurance of at least ZAR 5,000,000;
3. all motor and driver insurances required by SA road traffic legislation.

7.2Pro-Courier shall provide proof of cover on request. Lapse of any required cover entitles HopDrop to suspend Pro-Courier's API access immediately.

8.1In respect of Personal Information processed under this Agreement, HopDrop is the Responsible Party and Pro-Courier is an Operator within the meaning of POPIA.

8.2Pro-Courier shall:

1. process Personal Information only for the purpose of performing Jobs;
2. implement appropriate technical and organisational security safeguards;
3. not retain Personal Information beyond what is necessary to evidence Job completion;
4. report any data breach to HopDrop within 24 hours of discovery.

8.3A separate Data Processing Addendum forms part of this Agreement.

9.1The Platform, including its source code, brand, and documentation, remains the exclusive property of HopDrop. Pro-Courier acquires only a non-exclusive, revocable licence to use the Platform's API for the purpose of performing Jobs.

9.2Each Party retains ownership of its respective trademarks. Neither Party may use the other's marks except as expressly permitted in writing.

10.1Each Party shall keep confidential, and not disclose to any third party, the other Party's Confidential Information except as strictly necessary to perform this Agreement.

10.2Confidentiality obligations survive termination for three (3) years.

11.1This Agreement commences on the Effective Date and continues indefinitely until terminated.

11.2Either Party may terminate without cause on 30 days' written notice.

11.3Either Party may terminate immediately on written notice if the other:

1. materially breaches this Agreement and fails to remedy within 14 days of written demand;
2. commits an act of insolvency;
3. suffers reputational damage that materially harms the other Party.

11.4Upon termination, Pro-Courier shall complete any in-progress Jobs and any post-termination Pro-Courier Payouts shall be calculated and paid in the ordinary course.

Neither Party is liable for failure to perform due to events beyond its reasonable control, including acts of God, civil unrest, load-shedding, pandemic, or government action, provided the affected Party gives prompt notice and uses reasonable efforts to resume performance.

13.1The Parties shall first attempt to resolve any dispute by good-faith negotiation between senior representatives.

13.2Failing resolution within 14 days, the dispute is referred to mediation by AFSA (Arbitration Foundation of Southern Africa) per its Commercial Mediation Rules.

13.3Failing mediation, the dispute is referred to arbitration in under AFSA's Commercial Rules. The arbitrator's award is final.

13.4Nothing in this clause prevents either Party from seeking urgent interim relief from a competent court.

14.1Governing law. South African law.

14.2Notices. In writing to the addresses on the cover page or by email to the addresses provided.

14.3Variation. No amendment is effective unless in writing and signed by both Parties.

14.4Severability. If any clause is found unenforceable, the rest of this Agreement remains in force.

14.5Assignment. Neither Party may assign without the other's written consent (not unreasonably withheld).

14.6Entire agreement. This Agreement (including its Schedules and the DPA) is the entire agreement between the Parties on its subject matter.