Rider Service Agreement

1. Agreement and Independent Status

This Rider Service Agreement ("Agreement") governs your participation as a Rider on the Toleds platform (the "Platform"). By registering as a Rider, you agree to be bound by this Agreement, the Toleds Terms of Service, and the Privacy Policy.

You are an independent service provider and not an employee, agent, joint venturer, partner, or franchisee of Toleds. Nothing in this Agreement creates an employer-employee relationship. You retain sole control over your means and methods of work, subject only to the lawful operating rules of the Platform set out below.

2. Independence and Freedom of Operation

The following provisions confirm your status as an independent operator:

• No exclusivity. You may simultaneously provide services on any other platform, application, or to any other customer. Toleds does not require exclusivity, and engaging with competitors does not constitute a breach of this Agreement.
• No minimum hours. You are not required to log in, go online, accept any minimum number of Orders, work any minimum hours, or maintain any schedule. Inactivity for any duration does not constitute a breach.
• Acceptance freedom. You may decline any dispatched Order for any reason without penalty, subject only to the cancellation rules in Section 6 that apply once an Order has been accepted.
• No uniform. Toleds does not require a uniform. You may use Toleds-branded materials provided to you on a voluntary basis only.
• Tools and equipment. You provide and maintain your own vehicle, mobile device, internet connection, and protective gear at your own cost.
• Tax and benefits. You are responsible for your own taxes, social contributions (SSS, PhilHealth, Pag-IBIG), insurance, retirement, and other benefits. Toleds does not withhold or remit these on your behalf, except where required by law.

3. Eligibility

• You must be at least 18 years old.
• You must possess a valid government-issued ID and submit the verification documents required by the Platform.
• You must have a working mobile device with internet access.
• You must operate a vehicle appropriate for your selected service class. Required documents by class include:
  • Motorcycle / scooter — valid LTO driver's license, OR/CR, and registration.
  • Tricycle — applicable LGU permits, driver's license, and OR/CR.
  • Car / van — valid LTO driver's license, OR/CR, and registration.
  • Bicycle / e-bike (within applicable LTO rules) — no driver's license required for non-motorized bicycles, but applicable local rules and helmet requirements apply.
• Your information and documents must be accurate and current.

4. Code of Conduct

You agree to:

• Treat customers, business staff, other Riders, and the public with respect and professionalism;
• Handle all Orders with reasonable care and deliver them in the condition received;
• Not open, tamper with, consume, or modify Order contents;
• Not use abusive, threatening, or discriminatory language or behavior;
• Not harass any person via phone, chat, the Platform, or in person;
• Not operate any vehicle under the influence of alcohol or illegal substances;
• Comply with all Philippine traffic laws and local regulations;
• Not share customer or business personal information outside the delivery context;
• Maintain reasonable cleanliness and presentability while on delivery.

5. Delivery Operations

5.1 Service Area

You are authorized to operate within the service area(s) associated with your account. Operating outside an authorized service area, or for Orders dispatched outside that area, is at your own risk and may not be supported by the Platform.

5.2 Acceptance and Fulfillment

Once you accept an Order, you agree to make reasonable efforts to complete it in accordance with the instructions displayed in the app, communicate delays through the app, and collect the correct payment amount for COD Orders.

5.3 Wasted Trips and Failed Pickups

If a delivery cannot be completed for reasons outside your reasonable control (such as a closed business at pickup, an unreachable customer, or an unsafe drop-off), you may submit a wasted-trip claim through the app. Eligibility, evidence requirements, and compensation amounts for wasted trips are set out in the in-app rider policy and may be updated from time to time.

6. Order Amounts, Earnings, Collection, and Remittance

6.1 What You Keep

• For each completed Order, you retain 100% of the delivery fee and 100% of the order surcharge (where applicable), as displayed in the in-app rate breakdown.
• Toleds does not deduct a commission from the delivery fee or order surcharge for solo Riders at the time of writing.
• Where you operate as a member of a Delivery Partner organization, additional rate overrides, splits, or settlements may apply as agreed between you and the Delivery Partner.

6.2 Customer Total Includes a Toleds Platform Markup

• Customer-facing item prices may include a platform markup set by Toleds in addition to the merchant's base price, as further described in the Toleds Terms of Service §7 and the Merchant Service Agreement §4.
• The merchant is entitled to the base price for items sold. Toleds is entitled to the markup. The customer total you collect is the sum of (base price + markup) per item, plus delivery fee, surcharge, packaging fee, and any other line items disclosed at checkout.
• The in-app Rider accept screen displays the amount you pay the merchant ("Pay business"), the amount you keep ("Your earnings"), and any markup amount due to Toleds ("Remit to Toleds"), so you can verify these figures before accepting an Order.

6.3 Cash on Delivery — Collection, Fronting, and Remittance

At launch, the Platform settles via Cash on Delivery. For each COD Order you accept:

• You front the merchant the base-price subtotal at pickup, in cash. The merchant receives this directly from you.
• You collect the full customer total at drop-off, in cash, and confirm collection in the app.
• You retain the delivery fee and order surcharge as your earnings.
• Any platform markup included in the customer total is held by you in trust for Toleds and must be remitted to Toleds in accordance with the settlement workflow displayed in the in-app Rider settings (in-cash drop, periodic consolidated settlement, e-wallet, bank transfer, or other channel as it becomes available).

Markup amounts are not your earnings. Failing to remit markup amounts collected from customers is a material breach of this Agreement and may result in restriction or deactivation under Section 8, and may also give rise to civil or criminal liability under Philippine law.

6.4 Vouchers, Refunds, and Shortfall

• Where a customer voucher reduces the customer total, the Order's accept-screen breakdown will reflect any corresponding reduction in the markup amount you owe Toleds for that Order. You are not liable to make up a shortfall caused by Toleds-funded vouchers.
• Where a customer cancels under the Platform's cancellation rules and a refund is due, the refund flows through the channel displayed in the app. You are not personally liable for refunds, except for amounts attributable to your own breach of this Agreement.

6.5 In-App Payments (When Enabled)

When in-app payment channels are enabled (e-wallets, online banking, card, or other methods) for an Order, the customer pays Toleds (or its payment processor) directly. In that case, you do not collect cash from the customer, you do not front the merchant at pickup unless the in-app workflow specifies otherwise, and you do not owe a separate markup remittance for that Order. Your delivery fee and order surcharge for in-app-paid Orders will be remitted to you on the schedule displayed in the in-app Rider settings.

6.6 Markup Rate Changes

Toleds may change the markup rate. Material changes will be communicated through the Platform with reasonable prior notice. Changes take effect only for Orders placed after the effective date — Orders already in flight use the markup snapshot recorded at order placement.

6.7 Taxes

You are responsible for collecting and remitting any government taxes that apply to your earnings. Where required by law, Toleds may issue tax forms (such as BIR Form 2316 or 2307) reflecting amounts paid to you. Markup amounts collected and remitted to Toleds are not your earnings and will not be reflected on your earnings statements or tax forms.

6.8 Non-Remittance, Set-Off, and Recovery

Markup amounts collected from customers are held by you in trust for Toleds (Section 6.3) and remain Toleds' property at all times. If you fail to remit any markup amount when due under the settlement workflow displayed in the in-app Rider settings, the following will apply:

• Outstanding balance. The unremitted amount becomes an outstanding balance owed by you to Toleds and accrues from the date the remittance was due. Toleds may display the outstanding balance and a payment instruction in the Rider app.
• Dispatch hold. Toleds may suspend dispatch of new Orders to your account for as long as an outstanding balance is unpaid, without further notice. Dispatch will resume after the balance is settled and any related investigation is closed.
• Set-off against amounts owed to you. You authorize Toleds to apply (set off) any amounts otherwise payable to you (including delivery fees, order surcharges, wasted-trip credits, incentive payouts, wallet balances, or other Platform credits) against any outstanding markup balance, in any order Toleds reasonably determines, until the balance is fully recovered.
• Set-off against COD float (Delivery Partners). Where you operate as a member of a Delivery Partner organization, Toleds may also recover outstanding balances from settlements otherwise due to that Delivery Partner in respect of your Orders, in coordination with the Delivery Partner's admin.
• Deactivation. Persistent or material non-remittance is treated as fraud under Section 8.1 and may result in immediate deactivation. Single, isolated, good-faith reconciliation discrepancies (for example, a miscount you promptly correct) are not, by themselves, treated as fraud, but remain subject to set-off under this Section 6.8.
• Civil and criminal recovery. Where an outstanding balance remains unpaid after reasonable demand, Toleds may pursue civil recovery of the balance plus reasonable collection costs and legal fees, and may report the conduct to law enforcement where it constitutes estafa, qualified theft, or another offense under Philippine law (including, where applicable, Articles 315 and 310 of the Revised Penal Code).
• Information sharing. For the purpose of recovery and fraud prevention, Toleds may share information about non-remittance (including amounts, dates, Order IDs, and identifying information) with affected merchants, your Delivery Partner organization (if any), payment processors, law enforcement, and competent regulators, to the extent permitted by the Privacy Policy and applicable law.
• Survival. Your obligation to remit markup amounts collected before deactivation, and Toleds' right to recover them under this Section 6.8, survive deactivation or termination of this Agreement.

If you believe a markup balance shown in the app is incorrect, you may dispute it under Section 11 (Disputes and Appeals) within fourteen (14) days of the balance first being displayed. Pending resolution of a good-faith dispute, Toleds will not refer the disputed amount for civil or criminal recovery, but the dispatch hold and set-off provisions of this Section 6.8 may continue to apply.

7. Insurance

Toleds does not provide accident, health, vehicle, liability, or similar insurance to Riders. You are responsible for maintaining any insurance you consider appropriate, including third-party liability where required by law for your vehicle class. Toleds may, from time to time, offer optional group insurance programs on a voluntary basis; participation in any such program is governed by its own terms.

8. Grounds for Restriction or Deactivation

8.1 Immediate Deactivation (Zero Tolerance)

• Physical assault or threat of violence toward any person
• Theft of order contents or another person's property
• Sexual harassment or other inappropriate sexual conduct
• Operating a vehicle under the influence of alcohol or drugs
• Fraud (fake delivery confirmations, payment manipulation, identity falsification)
• Sharing or misusing customer or business personal data
• Other conduct that poses an imminent risk to safety or the integrity of the Platform

8.2 Progressive Discipline (Safety, Fraud, and Conduct Only)

Progressive discipline applies to safety, fraud, and conduct issues, including:

• Order tampering (opened packaging, missing items)
• Verified rude or unprofessional conduct toward customers, business staff, or other Riders
• Failure to follow lawful delivery instructions resulting in safety or fraud risk
• Providing false information during registration or verification
• Repeated breaches of the Code of Conduct

Performance metrics (such as delivery speed, acceptance rate, or order volume) shall not, on their own, be the basis for deactivation. Acceptance freedom under Section 2 is preserved.

8.3 Escalation

• First verified incident: written warning via in-app notification.
• Second verified incident within ninety (90) days: temporary suspension of up to seven (7) days.
• Third verified incident within one hundred eighty (180) days: extended suspension or deactivation.
• Zero-tolerance violations under Section 8.1: immediate deactivation.

Where reasonably practicable and not prohibited by law, you will be given notice and an opportunity to respond before a non-immediate deactivation takes effect.

9. Data and Privacy

• Your real-time location is shared with customers and businesses during active deliveries.
• Your KYC documents (ID photos, selfie, license, registration) are stored securely and accessed only by authorized personnel for verification, fraud-prevention, dispute, and audit purposes.
• KYC documents may be retained while your account is active and for up to five (5) years following deactivation.
• KYC documents may be shared with law enforcement or government authorities where required by Philippine law or valid legal process. Where permitted by law and operationally feasible, we will notify you of such requests.
• Your display name, photo, vehicle information, and contact details are visible to customers and businesses for assigned Orders.
• Other data handling is described in the Privacy Policy.

10. Delivery Partner Membership

You may operate as an independent solo Rider or as a member of a Delivery Partner organization on the Platform. Where you are a member of a Delivery Partner:

• Additional terms agreed between you and the Delivery Partner may apply, including rate overrides, settlements, and operational rules;
• Toleds may share Order, location, and performance information with the Delivery Partner's admins for operational purposes;
• The Delivery Partner's admins may have certain administrative permissions over your participation in their organization on the Platform.

Membership in a Delivery Partner does not change your status as an independent operator with respect to Toleds.

11. Disputes and Appeals

• Disputes between Riders and customers or businesses will be reviewed by Toleds based on available evidence (chat logs, order data, location history, photos, timestamps).
• You may appeal any deactivation decision by emailing hello@toleds.app within fourteen (14) days of the decision.
• Where reasonably practicable, appeals will be reviewed by personnel not directly involved in the original decision.
• Final decisions on Platform participation rest with Toleds.

12. Liability and Indemnification

• You are solely responsible for your acts and omissions while using the Platform, including damage, loss, or injury caused to any person or property.
• Toleds is not liable for accidents, injuries, vehicle damage, or losses you incur in the course of providing services, except to the extent caused by Toleds' gross negligence or willful misconduct.
• To the extent permitted by law, you agree to indemnify, defend, and hold harmless Toleds and its affiliates from reasonable claims, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of your conduct as a Rider or breach of this Agreement.
• Limitation of liability provisions in the Terms of Service also apply to this Agreement.

13. Termination

• You may stop using the Platform at any time by going offline and may request account deletion via Settings > Delete Account.
• Toleds may restrict or deactivate your Rider status in accordance with Section 8 or where required by law.
• Deactivation as a Rider does not, by itself, affect your separate Customer account, except where the underlying conduct also breaches the Terms of Service.

14. Force Majeure

Neither party is liable for failure or delay in performance caused by events beyond reasonable control, including typhoons, floods, earthquakes, pandemics, civil unrest, government action, power or telecommunications outages, internet disruptions, and similar events.

15. Changes to This Agreement

Toleds may update this Agreement from time to time. Material changes will be communicated through the Platform, in-app notification, push notification, email, or other reasonable means. Continued participation after the effective date constitutes acceptance.

16. Governing Law and Venue

This Agreement is governed by the laws of the Republic of the Philippines. Disputes arising under this Agreement shall be submitted to the exclusive jurisdiction of the proper courts of Cebu City, Philippines, except where Philippine law provides otherwise.