TOMO Fresh Transport Partner Agreement

1. Independent Contractor Status

The Transport Partner is an independent contractor and not an employee, agent, or partner of TOMO. The Transport Partner is a separate business entity responsible for its own vehicles, drivers, fuel, maintenance, insurance, licensing, taxes, and all operational expenses. Nothing in this Agreement creates an employment, agency, joint venture, or partnership relationship. The Transport Partner determines how services are performed, subject to the standards and timelines set by TOMO for produce pickups and deliveries.

2. Scope of Services

The Transport Partner may be engaged to provide the following services:

• Farm gate collection of fresh produce from verified TOMO Fresh farmers
• Transportation of produce from farm pickup locations to customer delivery addresses
• Transportation of bulk produce orders to restaurants, hotels, schools, hospitals, and corporate buyers
• Inter-hub transfers between TOMO Fresh collection points and distribution hubs
• Cold chain transportation for perishable produce requiring temperature-controlled handling
• Return logistics for unsold or rejected produce, where applicable

The Transport Partner is not engaged for standard food delivery, parcel delivery, or rider-dispatched orders. Those services are handled by TOMO's independent rider network under a separate agreement.

3. Vehicle & Equipment Requirements

The Transport Partner must maintain vehicles suitable for agricultural produce transportation:

• Vehicle types: Cargo trucks, pickup trucks, delivery vans, or tricycles with cargo capacity — motorcycles are not permitted for TOMO Fresh transport assignments unless explicitly authorised for small single-order deliveries
• Cargo capacity: Minimum 500 kg payload for standard assignments; 2,000+ kg for bulk buyer orders
• Cold chain: Refrigerated or insulated vehicles for perishable produce (leafy greens, tomatoes, dairy, poultry) — temperature logs must be maintained for cold chain assignments
• Vehicle condition: All vehicles must be roadworthy, clean, and free of contaminants, odours, or residues that could compromise produce quality
• Cargo protection: Vehicles must have covered cargo areas (canopy, tarpaulin, or enclosed body) to protect produce from sun, rain, and dust
• Vehicle documentation: Valid roadworthiness certificate, commercial vehicle registration, and comprehensive insurance for each vehicle used for TOMO Fresh assignments

4. Driver Requirements

All drivers deployed by the Transport Partner for TOMO Fresh assignments must meet the following:

• Valid Ghana Card and commercial driver's license appropriate for the vehicle class
• Minimum 2 years of commercial driving experience
• No active criminal record for theft, fraud, or violent offenses
• Registered in the TOMO system with name, phone, license number, and vehicle plate on file
• Briefed on produce handling best practices (loading, stacking, ventilation, contamination prevention)
• Equipped with a smartphone capable of running the TOMO Partner app for GPS tracking, pickup confirmation, and delivery verification

The Transport Partner is responsible for all driver conduct, wages, benefits, and statutory contributions. TOMO does not direct or employ the Transport Partner's drivers.

The Transport Partner must:

• Arrive at the farm pickup location within the agreed collection window
• Verify produce quantity and quality grade against the TOMO Fresh order manifest before loading
• Use the TOMO Partner app to confirm pickup with GPS timestamp and, where required, a photo of loaded produce
• Maintain produce quality during transit — proper ventilation, no overloading, no mixing of incompatible produce (e.g., ethylene-producing fruits with leafy greens)
• Deliver within the agreed timeframe — typically same-day for perishable produce, within 48 hours for non-perishables
• Complete delivery verification via the TOMO Secure Delivery™ system (OTP, photo, or recipient confirmation as required by the security level)
• Report any produce damage, spoilage, rejection, or delivery issue immediately through the TOMO Partner app

6. Chain of Custody & Traceability

Every TOMO Fresh transport assignment generates a chain-of-custody record. The Transport Partner must ensure that:

• Produce is not swapped, substituted, or mixed with produce from other sources during transit
• GPS tracking remains active throughout the assignment — no deliberate disabling or spoofing of location data
• Any handover to a sub-contractor or secondary driver is pre-approved by TOMO and logged in the system
• Temperature logs (for cold chain assignments) are submitted and available for audit
• Delivery photos and recipient confirmations are captured through the TOMO Partner app — not via personal phones or offline methods

The following conduct is strictly prohibited and constitutes a material breach of this Agreement:

• Produce theft or substitution: Removing, replacing, or selling any produce entrusted for delivery
• Quality misrepresentation: Delivering lower-grade produce than was collected at the farm, or concealing spoilage
• GPS spoofing: Falsifying or manipulating location data to fake pickups, deliveries, or transit routes
• Off-platform transactions: Soliciting farmers or customers to transact outside the TOMO Platform
• Unauthorised sub-contracting: Delegating assignments to unregistered drivers or vehicles without TOMO's prior approval
• Collusion: Colluding with farmers, customers, or TOMO staff to inflate quantities, falsify deliveries, or defraud the Platform
• Contamination: Transporting produce in vehicles that have carried chemicals, livestock, fuel, or waste without proper cleaning
• False delivery confirmation: Marking a delivery as complete when produce has not been delivered to the verified recipient
• Account sharing: Sharing TOMO Partner app credentials or assignment details with unregistered parties
• Smuggling or illegal goods: Using TOMO Fresh assignments as cover for transporting illegal or regulated items

8. Payment Terms

Payment for transport services is structured as follows:

• Per-trip rate: Each assignment is priced based on distance, cargo volume, cold chain requirements, and urgency. Rates are agreed in the TOMO Partner app before assignment acceptance.
• Bulk/contract rate: For recurring routes (e.g., daily farm collection runs), a fixed weekly or monthly rate may be negotiated and documented in a supplementary schedule.
• Invoicing: The Transport Partner submits invoices through the TOMO Partner app. Invoices are auto-generated from completed and verified assignments.
• Payment cycle: Payments are processed within 7 business days of invoice approval, via MoMo or bank transfer to the Transport Partner's registered account.
• Deductions: TOMO reserves the right to deduct amounts for damaged produce, failed deliveries, or penalties arising from prohibited conduct, with itemised justification provided to the Transport Partner.
• Taxes: The Transport Partner is responsible for all applicable taxes, including VAT on transport services where applicable. TOMO does not withhold or remit taxes on behalf of the Transport Partner.

9. Insurance & Liability

The Transport Partner must maintain, at its own cost:

• Comprehensive motor insurance for each vehicle, covering third-party liability and cargo
• Goods-in-transit insurance covering the value of produce being transported, with a minimum cover of GHS 20,000 per trip
• Employer's liability insurance for all drivers and loading staff deployed by the Transport Partner

The Transport Partner is liable for produce damage, spoilage, or loss occurring during transit that is attributable to the Transport Partner's negligence, vehicle failure, improper handling, or failure to maintain cold chain requirements. TOMO is not liable for any act, omission, or negligence of the Transport Partner or its drivers.

Violation of this Agreement, including any prohibited conduct in Section 7, will result in enforcement action:

• Produce damage charge: The Transport Partner will be charged for the cost of produce damaged due to improper handling or vehicle failure
• Assignment suspension: Suspension from receiving new TOMO Fresh transport assignments for a defined period
• Payment withholding: Pending invoices may be withheld pending investigation of fraud, theft, or produce substitution
• Contract termination: Termination of this Agreement for repeated violations or any single serious violation (theft, fraud, GPS spoofing, contamination)
• Blacklisting: Permanent blacklisting from all TOMO services and verticals
• Referral to law enforcement: Where conduct constitutes theft, fraud, or any criminal offense under the laws of Ghana, TOMO will refer the matter to the Ghana Police Service
• Civil recovery: TOMO reserves the right to pursue civil claims for damages, losses, and costs arising from the Transport Partner's breach

Either party may terminate this Agreement with 14 days' written notice. TOMO may terminate immediately for cause (fraud, theft, repeated failed deliveries, expired insurance, or loss of required licenses).

The Transport Partner must comply with all applicable laws of the Republic of Ghana, including but not limited to the Road Traffic Act, 2004 (Act 683), the Food and Drugs Act, 1992 (PNDCL 305B), the Plants and Fertiliser Act, 2010 (Act 803), the Data Protection Act, 2012 (Act 843), and all regulations governing the commercial transport of agricultural produce. The Transport Partner is solely responsible for any breach of law committed in the course of providing services.

Disputes should first be reported through the TOMO Partner app or TOMO Support. If not resolved within 14 days, disputes shall be referred to mediation in Accra, Ghana. If mediation fails, the dispute shall be resolved through the courts of Ghana. This Agreement is governed by the laws of the Republic of Ghana.

13. Amendments

TOMO may update this Agreement from time to time. Continued acceptance of TOMO Fresh transport assignments after changes constitutes acceptance of the updated terms. Material changes will be communicated through the TOMO Partner app or by email.