1. This Agreement shall be governed by and construed in accordance with the laws of Zimbabwe. Disputes arising in connection with the Agreement shall be subject to the exclusive jurisdiction of Zimbabwean courts.

1. Amendments: Any provision of this Agreement may be amended if and only if such amendment is in writing and is signed by both Parties.
2. Severability: If any provision of this Agreement is held for any reason to be invalid or unenforceable the remaining provisions of this Agreement will be unimpaired.
3. Independent Parties: This Agreement is on a “principal to principal” basis and the Parties are independent of each other and nothing contained herein is intended to or shall be deemed to create any partnership, joint venture, employment or relationship of principal and agent between the Parties.
4. Entire Agreement: This Agreement including Exhibits attached to it represents the entire agreement between the Parties and supersedes all prior agreements and understandings (oral and written) with respect to the matters covered by this Agreement

By becoming a User, you represent and warrant that you are at least 25 years old and that you have the right, authority and capacity to enter into and abide by the terms and conditions of this Agreement. You may not allow other persons to use your User account, and you agree that you are the sole authorised user of your account.

1. You are entitled to a Driver Fare for each trip that you provide. The “Driver Fare” consists of a base fare amount plus incremental amounts based on the actual time and distance of the trip you provide, as measured by Toda. The applicable base fare and time and distance amounts for your market are shown in a rate card (the “Rate Card”) in your Driver dashboard.
2. Additional Payments to You. In addition to the Driver Fare, you will receive the following payments, if applicable:

1. 1. Any tolls or surcharges we collect for remittance to you,
   2. Any damage charges we collect on your behalf, and
   3. Any bonuses or incentives you earn based on your provision of Services.
   4. Any cancellation fees
   5. Any tips provided by a passenger to you

1. Adjustments and Settlement. Toda reserves the right to adjust or withhold all or a portion of a Driver Fare or other payment owed to you.

1. If it believes that you have attempted to defraud or abuse Passengers, Toda or Toda’s payment systems, or
2. In order to resolve a Passenger complaint (e.g., you took an inefficient route or failed to properly end a particular instance of Services in the Toda application when the trip was over).

Toda’s decision to adjust or withhold the Driver Fare or other payment in any way shall be exercised in a reasonable manner. If you have agreed to any other amounts being deducted from your Driver Fares with any party (such as vehicle rental or lease payments), those amounts will be deducted before remittance to you, and we may determine the order of these other deductions if allowed by law. We will use reasonable efforts to ensure that your Driver Fare and any other payments to you will be paid to you on at least a weekly basis. You acknowledge and agree that all payments owed to you shall not include any interest and will be net of any amounts that we are required to withhold by law.

1. Passenger Charges. For each Trip, Toda will charge the Passenger an amount calculated or determined by Toda on your behalf (the “Passenger Charges”). Passenger Charges may be determined after the trip is completed based on the time and distance of the trip and the rates (a “Variable Charge”).
   Alternatively, Passenger Charges may be quoted in advance and fixed at the time of the trip request (a “Quoted Charge”). A Quoted Charge may differ from what the Variable Charge would have been for the same trip (as Variable Charges change depending a number of dynamic factors). In either case, your payment for services shall be the Driver Fare as described in above, plus any additional payments owed to you. Passengers may elect to add an additional tip to you on top of the Passenger Charges. The tip shall be paid entirely to you and shall be considered separate from the Passenger Charges. Unless we indicate to you otherwise, for each trip, the Passenger Charges includes the Driver Fare, applicable tolls, fees retained by us (including the Platform Fee described below), and any Third Party Fees. “Third Party Fees” include any applicable airport fees, or any local fees, surcharges or taxes imposed on the provision of Services that Toda is required by law or agreement to collect and remit to third parties.

1. Toda Fees. In exchange for your use of the Toda Platform and the services provided by Toda to you, you agree to pay Toda (and permit Toda to retain) a service fee (“Service Fee”) and platform fee (“Platform Fee”) based on each trip you provide. The Service Fee shall be a set amount for each trip as set forth on the applicable Rate Card (if available) or at the time of the trip.
2. The Platform Fee shall be a variable amount for each trip and shall equal the Passenger Charges for the trip minus:

1. The Driver Fare,
2. Any tolls or surcharges we collect for remittance to you,
3. The Service Fee,
4. Any Third Party Fees that Toda collects,
5. Any bonuses or incentives you earn based on your provision of Services, and
6. Any cancellation fee due to you

In the event of a trip where the combination of above is greater than the Passenger Charges, no Platform Fee will be charged to you for that ride. In such cases, any excess amounts that you receive will be shown as an adjustment to your Platform Fee (or if necessary, as an adjustment to another payment owed to you). The Platform Fee may include any event fees in effect (as determined by Toda) based on the location of the pick-up or drop-off of the trip, and any split passenger payment fee (if applicable). For your convenience, Toda may collect the Service Fee, event fees, or any split payment fees as applicable from Passengers on your behalf to offset your payment of such fees to Toda.

1. As a Driver, you will receive payment for your provision of Services.
2. Steward Bank provides Toda Payment processing services. By using the Toda Platform to receive payment proceeds, you agree to be bound by these Terms, which may be modified from time to time. As a condition of Toda enabling payment-processing services through Steward Bank, you authorise Toda to obtain all necessary access and perform all necessary activity on your Steward Bank Connected Account to facilitate your provision of Services as contemplated by the Agreement and your relationship with Toda. You further agree to provide accurate and complete information about you and your business, and authorise Toda to share it and transaction information with Steward bank for the purposes of facilitating of the payment processing services provided.
3. Toda reserves the right to switch payment-processing vendors in its discretion.

1. Toda may, at its discretion, offer promotional or other Coupons to Passengers, however such discounts shall not impact the Driver Fare or any other payments owed to you. You agree that Toda may sell passes or subscriptions (each, a “Trip Pass”) on your behalf to generate additional leads for your Services. Trip Passes entitle Passengers to receive discounted or capped fares for qualifying trips (subject to certain limitations, terms and conditions).
2. When a Passenger uses a Trip Pass to receive a qualifying trip, Toda will use the Trip Pass payment in satisfaction of the trip total Charges subject to the terms and conditions of the Trip Pass.
3. Your payment for Services arranged with a Trip Pass will be determined based on the Driver Fare for the trip as provided in this Driver agreement.
4. In the event that Trip Pass collections from a Passenger exceed qualifying trip Charges (if any), you agree that as between you and Toda, and to the extent permitted by law, Toda may retain such excess amounts in consideration for Toda’s sales and marketing of Trip Passes.
5. No Additional Amounts. You acknowledge and agree that, for the mutual benefit of the parties, through advertising and marketing, Toda and its Affiliates may seek to generate additional demand for your Services from new and existing Passengers. You acknowledge and agree such advertising or marketing does not entitle you to any additional monetary amounts beyond the amounts expressly set forth in this Agreement and Driver Addendum.

By entering into this Agreement or using the Platform, you agree to receive communications from us, including via e-mail, text message, calls, and push notifications. You agree that texts, calls or pre-recorded messages may be generated by automatic telephone dialling systems. Communications from Toda, its affiliated companies and/or Drivers, may include but are not limited to: operational communications concerning your User account or use of the Toda Platform or Services, updates concerning new and existing features on the Toda Platform, communications concerning promotions run by us or our third-party partners, and news concerning Toda and industry developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send.

1. Your Information is any information you provide, publish or post to or through the Toda Platform (including any profile information you provide) or send to other Users (including via in-application feedback, any email feature, or through any Toda-related Facebook, Twitter or other social media posting) (your “Information”). You consent to us using your Information to create a User account that will allow you to use the Toda Platform and participate in the Services.
2. Our collection and use of personal information in connection with the Toda Platform and Services is as provided in Toda’s Privacy Policy located at https://www.todazimbabwe.com/privacy-policy

In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the Platform or its content:

1. For any unlawful purpose;
2. To solicit others to perform or participate in any unlawful acts;
3. To violate any international, national or provincial regulations, rules, laws, or local practices;
4. To infringe upon or violate our intellectual property rights or the intellectual property rights of others; 
5. To harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
6. For sexual harassment of any form
7. To submit false or misleading information;
8. Interfere with or disrupt the Toda Platform or the servers or networks connected to the Toda Platform;
9. To upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related application, website, other websites, or the Internet;
10. To collect or track the personal information of others;
11. To spam, phish, pharm, pretext, spider, crawl, or scrape; 
12. For any obscene or immoral purpose; or
13. To interfere with or circumvent the security features of the Service or any related application, website, other websites, or the Internet.
14. Post, email or otherwise transmit any malicious code, files or programs designed to interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information;
15. “Frame” or “mirror” any part of the Toda Platform, without our prior written authorisation or use meta tags or code or other devices containing any reference to us in order to direct any person to any other web site for any purpose;
16. Modify, adapt, translate or any portion of the Toda Platform or any software used on or for the Toda Platform;
17. Rent, lease, lend, sell, redistribute, license or sublicense the Toda Platform or access to any portion of the Toda Platform;
18. Transfer or sell your User account, password and/or identification to any other party

We reserve the right to terminate your use of the Service or any related application or website for violating any of the prohibited uses.

1. All intellectual property rights in the Toda Platform shall be owned by Toda absolutely and in their entirety. These rights include database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set forth in the Toda Platform are the property of their respective owners. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information (“Submissions”) provided by you to us are non-confidential and shall become the sole property of Toda. Toda shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
2. TODA and other Toda logos, designs, graphics, icons, scripts and service names are registered trademarks, trademarks of Toda in Zimbabwe and/or other countries (collectively, the “Toda Marks”). (“License”). The Toda Marks may not be used in any manner that is likely to cause confusion.
3. You acknowledge that Toda is the owner and licensor of the Toda Marks, including all goodwill associated therewith, and that your use of the Toda Marks will confer no additional interest in or ownership of the Toda Marks in you but rather to the benefit of Toda.

The following disclaimers are made on behalf of Toda, our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, and shareholders.

1. Toda does not provide transportation services, and Toda is not a transportation carrier. Toda is not a common carrier or public carrier. It is up to the Passenger to decide whether or not to accept a trip from any Driver contacted through the Toda Platform. We cannot ensure that a Driver or Passenger will complete an arranged transportation service. We have no control over the quality or safety of the transportation that occurs as a result of the Services.
2. We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable. You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.
3. You expressly agree that your use of, or inability to use, the service is at your sole risk.
4. The services delivered to you through the platform are (except as expressly stated by us) provided ‘as is’ and ‘as available’ for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or fitness for a particular purpose, durability, title, and non-infringement.
5. In no case shall Toda, our directors, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content posted, transmitted, or otherwise made available via the service, even if advised of their possibility.
6. Please note that there are also risks of dealing with underage persons or people acting under false pretence, and we do not accept responsibility or liability for any content, communication or other use or access of the Toda Platform by persons under the age of 18 in violation of this Agreement. We encourage you to communicate directly with each potential Driver or Passenger prior to engaging in an arranged transportation service.
7. Toda is not responsible for the conduct, whether online or offline, of any User of the Toda Platform or Services. You are solely responsible for your interactions with other Users. We do not insure, nor are we responsible for, personal belongings left in the car by Drivers or Passengers. By using the Toda Platform and participating in the Services, you agree to accept such risks and agree that Toda is not responsible for the acts or omissions of Users on the Toda Platform or participating in the Services.
8. You are responsible for the use of your User account and Toda expressly disclaims any liability arising from the unauthorised use of your User account. Should you suspect that any unauthorised use or you suspect any other breach of security, you agree to notify us immediately.
9. We are not responsible for the use of any personal information that you disclose to other Users on the Toda Platform or through the Services. We disclaim all liability, regardless of the form of action, for the acts or omissions of other Users (including unauthorised users, or “hackers”).
10. Location data provided by the Toda Platform is for basic location purposes only and is not intended to be relied upon in situations where precise location information is needed. Neither Toda, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data tracked or displayed by the Toda Platform. Any of your Information, including geolocational data, you upload, provide, or post on the Toda Platform may be accessible to Toda and certain Users of the Toda Platform.
11. Toda advises you to use the Toda Platform with a data plan with unlimited or very high data usage limits, and Toda shall not be responsible or liable for any fees, costs, or overage charges associated with any data plan you use to access the Toda Platform.

In no event will Toda, including our respective officers, directors, employees, agents, or shareholders (collectively “Toda” for purposes of this section), be liable to you for any incidental, special, exemplary, punitive, consequential, or indirect damages (including damages for deletion, corruption, loss of data, loss of programs, failure to store any information or other content maintained or transmitted by the Toda platform, service interruptions, or for the cost of procurement of substitute services) arising out of or in connection with the Toda platform, the services, or this agreement, however arising including negligence, even if we or our agents or representatives know or have been advised of the possibility of such damages. The Toda platform may be used by you to request and schedule transportation, goods, or other services with third party providers, but you agree that Toda has no responsibility or liability to you related to any transportation, goods or other services provided to you by third party providers other than as expressly set forth in this agreem

1. You agree not to use any technical, financial, strategic and other proprietary and confidential information relating to Toda’s business, operations and properties, information about a User made available to you in connection with such User’s use of the Platform, which may include the User’s name, pick-up location, contact information and photo (“Confidential Information”) disclosed to you by Toda for your own use or for any purpose other than as agreed herein.
2. You shall not disclose or permit disclosure of any Confidential Information to third parties. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of Toda in order to prevent it from falling into the public domain.

As a Driver on the Toda Platform, you acknowledge and agree that you and Toda are in a direct business relationship, and the relationship between the parties under this Agreement is solely that of independent contracting parties. You and Toda expressly agree that:

1. This is not an employment agreement and does not create an employment relationship between you and Toda; and
2. No joint venture, franchisor- franchisee, partnership, or agency relationship is intended or created by this Agreement. You have no authority to bind Toda, and you undertake not to hold yourself out as an employee, agent or authorised representative of Toda.

Toda does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of Services, your acts or omissions, or your operation and maintenance of your vehicle. You retain the sole right to determine when, where, and for how long you will utilise the Toda Platform. You retain the option to accept or to decline or ignore a Passenger’s request for Services via the Toda Platform, or to cancel an accepted request for Services via the Toda Platform, subject to Toda’s then-current cancellation policies.

1. We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.
2. You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
3. We may also, in the future, offer new services and/or features through the platform (including, the release of new tools and resources) at no additional fee. Such new features and/or services shall also be subject to these Terms of Service.