Non-Circumvention, Non-Solicitation and Commercial Protection Agreement

1. Purpose

The purpose of this Agreement is to protect the legitimate commercial interests of 5GhTaxi arising from relationships, customers, Drivers, fleet operators, businesses, leads, transactions, technology, pricing information, operational information and commercial opportunities introduced, generated or facilitated through the 5GhTaxi Platform.

5GhTaxi and the Driver Partner acknowledge that 5GhTaxi invests resources in developing:

• its Platform;
• its brand;
• Rider relationships;
• Driver relationships;
• fleet relationships;
• business relationships;
• technology;
• marketing;
• customer acquisition;
• operational systems;
• payment infrastructure;
• dispatch systems;
• commercial partnerships.

The Driver Partner agrees not to deliberately circumvent 5GhTaxi in relation to protected Platform-generated relationships or transactions.

2. Definition of Circumvention

"Circumvention" means deliberately bypassing 5GhTaxi in order to obtain, retain, divert, redirect or commercially exploit a relationship, transaction or opportunity that:

• originated through the 5GhTaxi Platform;
• was introduced by 5GhTaxi;
• was generated through 5GhTaxi's commercial activities;
• was disclosed through 5GhTaxi's confidential information; or
• would reasonably be understood to have been obtained because of the Driver Partner's participation in the 5GhTaxi network.

3. Prohibited Circumvention

During the period of this Agreement and for the applicable post-relationship protection period, a Driver Partner or Rider shall not intentionally:

A. Divert Platform Riders

Solicit or induce a Rider introduced through 5GhTaxi to bypass 5GhTaxi for the purpose of avoiding an applicable Platform fee or charge.

B. Divert Platform Business

Move a transaction that originated through 5GhTaxi directly to the Driver Partner where doing so is intended to deprive 5GhTaxi of the applicable commercial benefit.

C. Misuse Rider Information

Use telephone numbers, addresses, destinations, contact information or other Rider information obtained through 5GhTaxi to independently solicit transportation business outside the Platform, except where permitted under an applicable agreement or required for legitimate trip-related communication.

D. Divert Corporate Clients

Where 5GhTaxi introduces a corporate or institutional customer to a Driver Partner, the Driver Partner shall not intentionally bypass 5GhTaxi to establish a substantially similar direct commercial arrangement with that customer for the purpose of avoiding 5GhTaxi's contractual commercial interest.

E. Divert Fleet Relationships

A Fleet Owner, Driver Partner or other user shall not intentionally use confidential 5GhTaxi commercial information to divert another Platform participant away from a contractual arrangement with 5GhTaxi.

4. No Restriction on Independent Business

Nothing in this Agreement prevents a Driver or Driver Partner from:

• operating a lawful transportation business;
• accepting lawful business independently obtained without using 5GhTaxi confidential information;
• working with other mobility platforms;
• serving customers independently obtained by the Driver Partner;
• conducting lawful commercial activities outside protected 5GhTaxi relationships.

5. Direct Rider Contact

Where a Driver receives a Rider's telephone number or other contact information through 5GhTaxi, the information shall be used only for legitimate purposes connected with the relevant service unless otherwise authorised.

The Driver shall not use such information to:

• advertise competing transportation services;
• solicit direct private rides;
• collect recurring off-platform customers;
• send promotional messages;
• sell or disclose the information;
• transfer the information to another person.

6. Off-Platform Payments

A Driver must not intentionally encourage or pressure a Rider to cancel a Platform trip for the purpose of completing the same transaction outside the Platform to avoid an applicable Platform fee.

Similarly, a Rider must not intentionally manipulate the Platform by requesting a ride and then transferring the transaction off-platform for the purpose of defeating an applicable contractual or commercial charge.

7. Confidential Information

Confidential Information includes:

• Rider information;
• Driver information;
• pricing models;
• platform fees;
• commission structures;
• business-development information;
• corporate-client information;
• fleet information;
• marketing strategies;
• customer-acquisition strategies;
• software architecture;
• technical documentation;
• API information;
• internal dashboards;
• security information;
• financial information;
• business plans;
• unpublished features;
• commercial contracts;
• supplier arrangements.

A Driver Partner shall not disclose or use Confidential Information except as necessary to perform authorised activities for 5GhTaxi.

8. Non-Solicitation of Platform Personnel

During the contractual relationship and for 12 months after termination, a Driver Partner shall not intentionally solicit a 5GhTaxi employee or contractor with whom the Driver Partner had material dealings for the purpose of inducing that person to terminate their relationship with 5GhTaxi.

This clause does not prohibit general recruitment advertisements that are not specifically targeted at 5GhTaxi personnel.

9. Non-Solicitation of Protected Business Relationships

For 12 months after termination, a Driver Partner shall not intentionally solicit a Protected Customer or Protected Business Relationship introduced directly by 5GhTaxi where the purpose is to bypass an existing 5GhTaxi commercial arrangement.

For this clause, "Protected Customer" means a customer with whom the Driver Partner had material contact through 5GhTaxi during the relevant protection period.

This restriction shall not apply where the Driver Partner can demonstrate that the relationship independently existed before the introduction by 5GhTaxi.

10. Existing Relationships

The Driver Partner shall not be deemed to have circumvented 5GhTaxi merely because the Driver Partner already had an independent relationship with a customer before that customer interacted with the Driver Partner through 5GhTaxi.

Where necessary, the Driver Partner may provide reasonable evidence of the pre-existing relationship.

11. Platform Records

5GhTaxi's electronic records may be used as evidence of:

• trip requests;
• trip acceptance;
• cancellations;
• payments;
• Rider-Driver interactions;
• Platform-generated introductions;
• account activity;
• communication;
• relevant transaction history.

The parties acknowledge that electronic records may constitute evidence where admissible under applicable law. Ghana's Electronic Transactions Act provides legal recognition to electronic records subject to its requirements.

12. Duration

The non-circumvention obligations relating to active Platform transactions shall apply throughout the Driver Partner's participation in the 5GhTaxi Platform.

The post-termination restrictions shall apply only for the period expressly stated in this Agreement (12 months, as set out in Sections 8 and 9) and only to the extent reasonably necessary to protect legitimate commercial interests.

13. Remedies

If a Driver Partner deliberately circumvents 5GhTaxi, 5GhTaxi may pursue remedies available under applicable law, which may include:

• contractual damages;
• recovery of amounts improperly diverted;
• injunctive or protective relief where legally available;
• recovery of reasonable enforcement costs where legally recoverable;
• termination or suspension of Platform access;
• other contractual remedies.

Nothing in this Agreement creates a penalty that is unlawful or unenforceable.

14. No Unlawful Penalty

Any financial remedy under this Agreement shall be intended to compensate 5GhTaxi for actual contractual or legally recoverable losses or other lawful remedies.

Nothing shall require a Driver Partner to pay an unlawful penalty.

15. Data Protection

Nothing in this Agreement authorises either party to process personal information contrary to applicable data-protection law.

All personal information obtained through 5GhTaxi must be handled consistently with the 5GhTaxi Privacy Policy and applicable law.

16. Independent Contractor Status

Unless expressly agreed otherwise in writing, this Agreement does not by itself create:

• employment;
• partnership;
• joint venture;
• agency;
• franchise;
• fiduciary relationship.

A Driver remains responsible for complying with laws applicable to the Driver's independent activities.

17. No Transfer of Ownership

Nothing in this Agreement transfers ownership of:

• 5GhTaxi software;
• trademarks;
• databases;
• customer relationships;
• intellectual property;
• confidential information.

18. Dispute Resolution

The parties shall first attempt to resolve any dispute through good-faith negotiation.

If negotiation fails, the parties may proceed to mediation and/or arbitration in accordance with Ghanaian law. Ghana's Alternative Dispute Resolution Act, 2010 (Act 798) expressly provides for written arbitration agreements and arbitration procedures.

19. Governing Law

This Agreement shall be governed by the laws of the Republic of Ghana.

20. Severability

If any provision of this Agreement is found to be invalid, unlawful or unenforceable, the remaining provisions shall continue to operate to the fullest extent permitted by law.

Where legally permissible, an invalid provision shall be interpreted or modified to the minimum extent necessary to make it enforceable while preserving its intended commercial purpose.

21. Entire Agreement

This Agreement, together with the applicable:

• 5GhTaxi Terms & Conditions;
• Driver Agreement;
• Privacy Policy;
• Platform Rules;
• applicable commercial agreements;

constitutes the relevant agreement between the parties regarding the subject matter addressed herein.

22. Electronic Acceptance

A Driver Partner or Rider accepts this Agreement electronically by ticking the sign-up agreement checkbox in the 5GhTaxi app and completing registration, which is linked to that user's verified phone number and account. By accepting this Agreement, the user confirms that:

• they have read the Agreement;
• they understand the obligations it sets out;
• they have had the opportunity to seek independent legal advice;
• they are entering the Agreement voluntarily; and
• they agree to comply with the Agreement.

Electronic acceptance recorded this way is intended to constitute acceptance of the Agreement to the same extent as a signed copy.

23. Contact

5GhTaxi
Ghana

Email: legal@5ghtaxi.com