SULUHU SERVICE PROVIDER AGREEMENT

This Service Provider Agreement ("Agreement") is entered into between:

Suluhu On Demand Services Limited, a company incorporated in the Republic of Kenya under the Companies Act, with its registered office at Duldul Business Park Phase III, Mombasa Road, Kenya ("Suluhu", "we", "us", or "our");

and

the individual or legal entity approved to provide services through the Suluhu Platform ("Service Provider", "you", or "your").

This Agreement governs your registration, approval, and participation as a Service Provider on the Suluhu Platform.

By registering as a Service Provider, accepting this Agreement electronically, or providing services through Suluhu, you acknowledge that you have read, understood, and agreed to be bound by this Agreement.

This Agreement should be read together with the Suluhu Terms of Service, Privacy Policy, Acceptable Use Policy, Refund and Cancellation Policy, Community Guidelines, and any other policies incorporated into the Platform.

For purposes of this Agreement:

"Booking" means a request for services accepted or assigned through the Platform.

"Customer" means a person or entity requesting or receiving services through Suluhu.

"Job" means a service engagement arising from a Booking.

"Platform" means the Suluhu mobile applications, websites, software, APIs, systems, and related services.

"Service" means any service offered by a Service Provider through Suluhu.

"Service Provider Account" means the account registered by the Service Provider on the Platform.

"Service Fee" means any amount charged by Suluhu to Customers in connection with a Booking, as applicable.

"Subscription Fee" means any fee payable by the Service Provider to Suluhu for access to subscription-based Platform features.

"Provider Earnings" means the amount payable to a Service Provider in respect of completed Jobs after applicable deductions.

"Policies" means Suluhu's Terms of Service, Privacy Policy, Acceptable Use Policy, Community Guidelines, Refund and Cancellation Policy, and other policies published on the Platform.

Suluhu operates a marketplace that enables Customers to discover and engage independent Service Providers.

Subject to this Agreement, Suluhu grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Platform for the purpose of offering and performing approved Services.

Suluhu does not guarantee:

• a minimum number of Bookings;
• a minimum level of earnings;
• a particular number of Customers;
• a particular geographical volume of work; or
• continued access to the Platform.

Your participation is subject to compliance with this Agreement and Suluhu's Policies.

You acknowledge and agree that you are an independent contractor or independent business and not an employee of Suluhu.

Nothing in this Agreement creates:

• an employment relationship;
• partnership;
• joint venture;
• agency relationship;
• franchise relationship; or
• fiduciary relationship

between you and Suluhu.

You are responsible for determining how you perform Services, subject to:

• Customer requirements;
• applicable laws;
• reasonable safety requirements;
• professional standards;
• Platform procedures; and
• obligations under this Agreement.

You are not authorized to represent that you are an employee, agent, partner, or representative of Suluhu.

You are responsible for your own:

• working hours;
• equipment;
• tools;
• transportation;
• business expenses;
• insurance;
• licences;
• permits;
• taxes; and
• other business obligations.

To become a Service Provider, you must:

1. 1.Meet Suluhu's applicable eligibility requirements;
2. 2.Provide accurate and complete information;
3. 3.Be legally permitted to provide the Services you offer;
4. 4.Possess required qualifications, licences, permits, or certifications;
5. 5.Successfully complete applicable verification requirements;
6. 6.Maintain an active Service Provider Account;
7. 7.Comply with this Agreement and Suluhu Policies; and
8. 8.Maintain any other requirements communicated by Suluhu.

Suluhu may impose additional eligibility requirements for particular service categories.

You must provide accurate information when creating your account.

Information may include:

• legal name;
• telephone number;
• email address;
• physical or business address;
• identification information;
• profile photograph;
• service categories;
• service area;
• qualifications;
• licences;
• certificates;
• payment information; and
• other information reasonably required by Suluhu.

You must promptly update information that becomes inaccurate, incomplete, or outdated.

You may not:

• create fraudulent accounts;
• impersonate another person;
• use another person's identity documents;
• operate an account belonging to another person; or
• maintain multiple accounts for the purpose of circumventing Platform controls.

Suluhu may require verification before or after approval.

Verification may include review of:

• National ID;
• passport;
• Certificate of Good Conduct;
• professional certificates;
• licences;
• business registration documents;
• tax documentation;
• photographs;
• references; and
• other relevant information.

Suluhu may use third-party verification providers where appropriate.

You authorize Suluhu to conduct reasonable verification necessary to assess your eligibility to participate in the Platform, subject to applicable data protection law.

Verification does not guarantee:

• your competence;
• your conduct;
• the quality of your Services;
• your suitability for a particular Customer; or
• the absence of future misconduct.

You remain responsible for your conduct and Services.

You must maintain all licences, permits, registrations, certifications, qualifications, and authorizations required to legally provide your Services.

You must not advertise or accept Jobs for which you lack the necessary qualifications or legal authorization.

If a licence or certification expires, is suspended, revoked, or becomes invalid, you must immediately notify Suluhu and stop offering affected Services until you are legally authorized to resume them.

Suluhu may request evidence of qualifications at any time.

You may only offer Services approved for your Service Provider Account.

You must accurately describe:

• the nature of each Service;
• what is included;
• what is excluded;
• expected duration;
• applicable pricing;
• materials required;
• applicable limitations; and
• any conditions that Customers should know before booking.

You must not materially misrepresent your capabilities, qualifications, pricing, or experience.

Suluhu may restrict Service Providers to specific geographical areas.

Your available service area may be determined using:

• your registered location;
• service area settings;
• geofencing;
• Customer location;
• operational requirements; or
• other Platform rules.

Suluhu may modify service areas for operational, safety, regulatory, or commercial reasons.

You must not manipulate your location or other Platform information to gain access to Jobs outside your authorized service area.

A Booking may be offered, assigned, or made available to you through the Platform.

You may accept or decline Bookings subject to applicable Platform rules.

Once you accept a Booking, you are expected to:

• attend at the agreed time;
• attend at the agreed location;
• provide the agreed Service;
• communicate material changes promptly;
• comply with Customer instructions that are lawful and reasonable; and
• complete the Job professionally.

Repeated failure to honour accepted Bookings may result in Platform action.

You must communicate with Customers respectfully and professionally.

You must not:

• harass Customers;
• threaten Customers;
• make discriminatory remarks;
• solicit inappropriate personal relationships;
• request unnecessary personal information;
• use Customer information for unrelated purposes; or
• communicate outside the Platform for the purpose of circumventing Suluhu's policies or fees.

You may exchange information reasonably necessary to perform the Job.

Where Suluhu uses an OTP-based Job commencement process, you must follow the Platform's verification procedure.

You must not request an OTP:

• before arriving at the correct location;
• on behalf of another Service Provider;
• without intending to commence the Job; or
• for the purpose of falsely recording attendance.

You must not ask a Customer to provide an OTP where the circumstances do not correspond to the Booking.

Fraudulent OTP activity may result in immediate suspension or termination.

You must perform Services:

• professionally;
• competently;
• safely;
• within the agreed scope;
• within the agreed timeframe where reasonably possible; and
• in accordance with applicable laws and professional standards.

You must use appropriate tools, equipment, materials, protective equipment, and safety procedures for your Service.

You must notify the Customer promptly if circumstances arise that materially affect your ability to complete the Job.

You must not materially increase the price of a Job by performing additional work without appropriate Customer authorization.

Where additional work is required:

1. 1.Explain the additional work;
2. 2.Explain the additional cost;
3. 3.Obtain Customer approval through the Platform where available; and
4. 4.Complete only the approved additional work.

Where Platform approval is required, you must not bypass the Platform's approval mechanism.

You must treat Customer property with reasonable care.

You must not:

• steal;
• damage;
• misuse;
• remove;
• access without authorization; or
• retain

Customer property.

If you accidentally damage property, you must immediately notify the Customer and Suluhu where appropriate.

Suluhu requires photographs before and after certain jobs.

Where required, photographs must:

• accurately represent the condition of the relevant area or item;
• be taken for legitimate Job-related purposes;
• not be manipulated to misrepresent the work;
• avoid unnecessary personal information; and
• comply with Suluhu's privacy requirements.

You must not upload unrelated or inappropriate photographs.

You must not use Customer photographs for personal marketing or unrelated purposes without appropriate authorization.

You must accurately report when a Job has been completed.

Completion may require:

• Customer confirmation;
• Platform confirmation;
• completion photographs;
• OTP verification;
• other evidence; or
• a combination of these.

You must not falsely mark a Job as completed.

False completion records may constitute serious misconduct.

Where Customer confirmation is required, you must not pressure, threaten, deceive, or manipulate a Customer into confirming completion.

You must not:

• request false confirmation;
• use another person's account;
• interfere with the Customer's device;
• obtain confirmation through deception; or
• otherwise manipulate completion records.

You must maintain accurate Service pricing on the Platform.

Suluhu may provide mechanisms for configuring:

• base prices;
• service charges;
• additional charges;
• distance-related charges;
• material charges; and
• other permitted pricing components.

You must not intentionally misrepresent prices.

Unless otherwise permitted, all amounts communicated to Customers must correspond with the applicable Platform pricing.

Customers may pay for Services through payment methods supported by Suluhu.

You must not demand or pressure Customers to use an alternative payment method for the purpose of avoiding Suluhu fees or Platform controls.

Where Suluhu processes payment on your behalf, you authorize Suluhu to receive the applicable Customer payment and settle your Provider Earnings in accordance with the applicable payment terms.

Provider Earnings may be calculated based on:

• the agreed Service price;
• approved additional work;
• applicable Platform charges;
• transaction costs;
• refunds;
• adjustments;
• penalties or deductions permitted under applicable policies; and
• other applicable amounts.

Suluhu will provide appropriate transaction information through the Platform or other agreed communication channels.

Suluhu may pay Provider Earnings through supported payout methods.

You are responsible for providing accurate payout information.

Suluhu is not responsible for delays caused by:

• incorrect payment details;
• financial institutions;
• payment providers;
• regulatory requirements;
• account restrictions; or
• circumstances outside Suluhu's reasonable control.

Suluhu may delay or withhold a payout where reasonably necessary to:

• investigate suspected fraud;
• process a refund;
• resolve a dispute;
• comply with law;
• correct an accounting error; or
• protect the Platform.

You are responsible for determining and satisfying your tax obligations arising from your activities as a Service Provider.

This may include:

• income taxes;
• VAT where applicable;
• withholding taxes where applicable;
• business taxes;
• levies; and
• other statutory obligations.

Suluhu may collect, report, deduct, or remit taxes where required by law.

Nothing in this Agreement makes Suluhu responsible for your personal or business tax obligations except where the law expressly requires otherwise.

Suluhu may operate a subscription-based access model under which Service Providers are required to pay a subscription fee to access certain Platform features and participate in the Suluhu marketplace.

The applicable subscription fee may vary depending on factors including:

• the Service Provider's approved service category;
• the subscription plan selected;
• the service area;
• the duration of the subscription;
• promotional pricing; and
• other pricing factors communicated by Suluhu.

The subscription fee applicable to a Service Provider will be the fee displayed on the Platform before the Service Provider completes the subscription purchase.

Suluhu may modify subscription offerings subject to applicable law and the applicable subscription terms.

Suluhu may assign different subscription fees to different service categories.

A Service Provider's subscription fee will be determined based on the service category or categories approved for that Service Provider.

Suluhu may maintain a separate subscription pricing schedule setting out the applicable fees for each service category.

The pricing schedule may be updated from time to time in accordance with this Agreement.

Where a Service Provider is approved to provide more than one service category, Suluhu may apply one of the following pricing structures, as communicated on the Platform:

• a single subscription covering multiple approved categories;
• a separate subscription fee for each category;
• a primary-category subscription with additional category charges; or
• another category-based pricing structure.

The applicable structure and amount will be displayed to the Service Provider before any additional subscription obligation is incurred.

If a Service Provider adds, removes, or changes an approved service category, Suluhu may adjust the applicable subscription fee.

Any resulting change in subscription pricing will be communicated to the Service Provider before the new charge becomes applicable, subject to applicable law.

Suluhu may change subscription fees, including category-specific fees, from time to time.

Where a price change affects an existing paid subscription, Suluhu will provide reasonable notice before the new price becomes applicable, unless a different treatment is permitted by applicable law or expressly agreed by the Service Provider.

Unless otherwise stated, a price change will apply from the next applicable renewal period rather than retroactively.

Where recurring billing is enabled, the subscription may renew according to the applicable subscription plan.

You are responsible for maintaining valid payment information.

Failure to successfully process payment may result in:

• suspension of subscription benefits;
• reduced Platform access;
• account restrictions; or
• termination after applicable notice.

You should accept a Booking only if you reasonably expect to be able to complete it.

If you need to cancel, you must do so as early as reasonably possible through the Platform.

Repeated cancellations may affect:

• account standing;
• access to Jobs;
• ranking or visibility;
• subscription benefits; or
• continued Platform access.

Suluhu may take into account legitimate circumstances such as emergencies, safety concerns, illness, severe weather, or circumstances beyond your reasonable control.

If a Customer does not appear or provide reasonable access for a scheduled Job, you must follow the applicable Platform no-show procedure.

You must not falsely report a Customer as a no-show.

Where applicable, Suluhu may apply a no-show policy and determine whether compensation is payable.

Customers may raise complaints regarding Services.

If a dispute occurs, you agree to cooperate with Suluhu's investigation.

Suluhu may review:

• Booking information;
• communications;
• OTP records;
• location information;
• photographs;
• payment information;
• Customer reports;
• Service Provider reports;
• ratings;
• timestamps; and
• other relevant evidence.

You must provide truthful information during investigations.

Providing false evidence may result in immediate Platform action.

Where Suluhu determines that a refund or payment adjustment is appropriate, Suluhu may adjust the applicable transaction in accordance with its Refund and Cancellation Policy and applicable law.

Where Provider Earnings have already been paid, Suluhu may recover amounts where permitted by law and applicable contractual terms.

Suluhu will not make deductions arbitrarily and will maintain reasonable transaction records supporting adjustments.

Customers may rate and review Services.

Service Providers may also provide feedback concerning Customers where Suluhu provides such functionality.

You must not:

• manipulate ratings;
• create fake reviews;
• pressure Customers to provide a particular rating;
• offer incentives for misleading reviews;
• retaliate against Customers for negative reviews; or
• coordinate with others to manipulate Platform ratings.

Suluhu may remove reviews that violate its policies.

Customer information obtained through Suluhu must be treated as confidential.

You may use Customer information only to:

• communicate regarding a Booking;
• provide the Service;
• resolve a legitimate service issue; or
• comply with law.

You must not:

• sell Customer information;
• distribute Customer information;
• use Customer information for unrelated marketing;
• add Customers to personal marketing lists without lawful authorization;
• share Customer information with unauthorized persons; or
• retain Customer information longer than reasonably necessary.

These obligations continue after your relationship with Suluhu ends.

You agree to comply with applicable data protection laws when processing personal data obtained through Suluhu.

You must:

• use personal data only for legitimate purposes;
• protect personal information;
• prevent unauthorized access;
• report suspected data breaches promptly;
• comply with Suluhu's Privacy Policy and data-protection instructions; and
• delete or return personal information where required.

You must not copy Suluhu databases or build independent customer databases using information obtained through the Platform except where legally permitted and independently collected.

You are responsible for taking reasonable safety precautions when performing Services.

You must not perform Services while:

• intoxicated;
• impaired by drugs;
• otherwise unable to safely perform the Service; or
• carrying out an activity in an unsafe manner.

You must immediately report serious safety incidents to Suluhu where appropriate.

Suluhu may suspend a Service Provider where there is a credible safety concern.

You may not use Suluhu to offer or perform:

• illegal services;
• fraudulent services;
• services requiring licences you do not possess;
• services involving prohibited goods;
• services that endanger Customers;
• services involving exploitation or abuse;
• services that violate intellectual property rights; or
• any other prohibited activity under Suluhu's Acceptable Use Policy.

Suluhu may prohibit or restrict transactions that circumvent the Platform.

You must not encourage Customers to:

• cancel a Suluhu Booking and transact privately;
• exchange payment directly to avoid Suluhu fees;
• move transactions off-platform for the purpose of avoiding Platform controls; or
• otherwise circumvent applicable Platform charges.

This restriction does not prevent legitimate communications or relationships that arise independently of Suluhu, subject to applicable law.

Nothing in this Agreement prevents you from providing services through other platforms or independently, provided that doing so does not:

• breach this Agreement;
• misuse Suluhu confidential information;
• misuse Customer information;
• interfere with an accepted Suluhu Booking; or
• violate applicable law.

Suluhu does not require exclusivity unless expressly agreed under a separate written agreement.

Suluhu owns or licenses the Platform and its associated:

• software;
• trademarks;
• logos;
• designs;
• databases;
• interfaces;
• documentation;
• content; and
• technology.

You receive only the limited right to use the Platform for its intended purpose.

You must not:

• copy the Platform;
• reverse engineer it;
• scrape its databases;
• interfere with its operation;
• reproduce Suluhu branding without permission; or
• use Suluhu intellectual property outside the permitted scope.

You retain ownership of content that you independently own and upload to Suluhu, subject to the rights granted under this Agreement.

You grant Suluhu a non-exclusive, worldwide, royalty-free licence to host, reproduce, display, distribute, and otherwise use such content as reasonably necessary to:

• operate the Platform;
• display your Service Provider profile;
• market your Services through Suluhu;
• facilitate Bookings;
• provide customer support;
• resolve disputes; and
• improve Platform functionality.

You represent that you have the necessary rights to provide such content.

Suluhu may display your:

• name;
• business name;
• profile photograph;
• service categories;
• service area;
• qualifications;
• ratings;
• reviews;
• service descriptions; and
• other approved profile information

to Customers for the purpose of operating and promoting the Platform.

Suluhu may use aggregated or anonymised Service Provider information for analytics and marketing.

Use of identifiable information for external advertising will be subject to applicable law and appropriate permissions where required.

Suluhu may modify, suspend, or discontinue Platform features.

Suluhu does not guarantee that:

• the Platform will always be available;
• particular Jobs will always be available;
• the Platform will be error-free;
• a particular Customer will be matched with you; or
• a particular level of income will be generated.

Suluhu may investigate activity that reasonably appears fraudulent or abusive.

Examples include:

• fake Bookings;
• fake accounts;
• fake reviews;
• manipulated OTP records;
• location manipulation;
• payment fraud;
• false documentation;
• collusion;
• identity theft;
• account sharing;
• false completion reports; or
• deliberate circumvention of Platform controls.

Suluhu may take reasonable action to protect the Platform and its users.

Suluhu may temporarily restrict an account where reasonably necessary to:

• investigate suspected misconduct;
• protect Customers;
• protect other Service Providers;
• protect Suluhu;
• comply with law;
• investigate fraud;
• investigate security incidents; or
• address serious policy violations.

Where appropriate and legally permissible, Suluhu will provide notice regarding the reason for the restriction.

Either party may terminate this Agreement subject to applicable obligations.

Suluhu may terminate or permanently suspend your account for serious or repeated violations, including:

• fraud;
• criminal activity;
• serious misconduct;
• false identity information;
• fraudulent documents;
• misuse of Customer information;
• repeated cancellation or non-performance;
• payment abuse;
• harassment;
• safety violations;
• deliberate Platform circumvention; or
• other material breaches.

Termination does not affect obligations that by their nature should survive termination.

Following termination:

• your access to the Platform may be disabled;
• pending Bookings may be cancelled;
• unpaid amounts may be settled;
• outstanding disputes may continue to be investigated;
• confidentiality obligations continue;
• data-protection obligations continue; and
• accrued rights and obligations remain enforceable.

To the extent permitted by applicable law, you agree to indemnify and hold harmless Suluhu, its directors, officers, employees, contractors, and affiliates from claims, losses, liabilities, costs, and expenses arising from:

• your breach of this Agreement;
• your negligence or misconduct;
• your violation of applicable law;
• your Services;
• injury or property damage caused by your acts or omissions;
• infringement of third-party rights; or
• misuse of Customer information.

To the maximum extent permitted by law, Suluhu shall not be liable for indirect, incidental, special, consequential, exemplary, or punitive losses arising from your use of the Platform.

Suluhu does not guarantee the quality, safety, legality, competence, or suitability of any Service Provider or Customer.

Nothing in this Agreement excludes or limits liability that cannot lawfully be excluded or limited under Kenyan law.

You are responsible for obtaining and maintaining any insurance required by law or reasonably appropriate for your Service category.

Certain Service categories may require evidence of insurance before you may offer those Services through Suluhu.

Suluhu may require updated evidence of insurance where applicable.

You must comply with all laws applicable to your activities as a Service Provider, including applicable:

• licensing requirements;
• tax requirements;
• health and safety requirements;
• employment requirements;
• consumer protection requirements;
• data protection requirements;
• professional standards; and
• local authority requirements.

Suluhu may provide notices through:

• the Platform;
• email;
• SMS;
• push notification;
• telephone; or
• other reasonable communication channels.

You are responsible for keeping your contact information current.

Suluhu may update this Agreement from time to time.

Where changes materially affect your rights or obligations, Suluhu will provide reasonable notice where required.

Continued use of the Platform after the effective date of updated terms constitutes acceptance, subject to applicable law.

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

Subject to applicable dispute resolution requirements and mandatory rights under Kenyan law, disputes shall be submitted to the competent courts of Kenya.

If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

This Agreement, together with the Suluhu Terms of Service and incorporated Policies, constitutes the agreement between Suluhu and the Service Provider concerning participation on the Platform.

If there is a conflict between this Agreement and another Suluhu policy, the specific provision applicable to the Service Provider relationship shall prevail to the extent of the conflict, unless otherwise stated.

You agree that acceptance of this Agreement electronically through the Platform constitutes your valid acceptance of the Agreement.

Electronic records of acceptance may be retained by Suluhu as evidence of your agreement.

By registering or continuing to operate as a Service Provider, you acknowledge that:

• you have read and understood this Agreement;
• you are an independent contractor;
• you are responsible for the legality and quality of your Services;
• you are responsible for applicable taxes and licences;
• you must protect Customer information;
• you must comply with Suluhu Policies;
• you must provide truthful information; and
• violations may result in suspension or termination.

By selecting "I Agree", electronically signing this Agreement, registering as a Service Provider, or continuing to provide Services through Suluhu, you confirm that you agree to be bound by this Agreement.

For Suluhu

Service Provider