Version 1.0.0

Khemiva Shipper Terms of Service

Version: 1.0.0

Document status: Draft for legal review — qualified counsel must approve before production reliance.

Effective date: 2026-06-01 (or the date published on the Platform, whichever is later)

Change log: 1.0.0 — Ghana–Nigeria pilot terms: definitions aligned to Platform entities (freight load, match, consolidation), onboarding and identity verification, prohibited and restricted cargo, bidding and matching, consolidation / mixed-load duties, payments and settlement (Flutterwave, mobile money, holds), messaging and electronic records, disputes, customs and indemnity, force majeure, and IP license. Prior versions, when published, remain archived per `docs/legal/README.md`.

Khemiva may update these terms. The version that applies to a given shipment or invoice is the one recorded in your account, linked at checkout, or stored on your invoice at the time of acceptance or payment.

1. Definitions

In these Terms, the following terms have the meanings below. Capitalized terms not defined here have the meaning given in context or in the Privacy Policy.

Term	Meaning
Khemiva, we, us	Khemiva Inc. and its affiliates that operate the Platform.
Platform	Khemiva websites, mobile applications, APIs, admin tools, and related services that connect shippers and carriers.
Shipper, you	The business or individual that registers as a shipper, posts freight loads, requests matches, pays invoices, or otherwise uses shipper-facing Services.
Carrier	A third-party transport provider matched to your freight through the Platform. Carriers are independent contractors, not employees or agents of Khemiva.
Freight load (or Load)	Your posted request to move cargo on a lane, including origin, destination, timing, cargo details, pricing terms, and status as shown in the Platform.
Match	The record pairing your freight load with a Carrier at an agreed price and status (for example pending, accepted, in transit, delivered).
Consolidation	Combining two or more freight loads on shared truck space according to Platform rules and your selected disposition (for example shared vs full-truckload).
Invoice	A billing record generated for freight, platform fees, or related charges, which may reference the terms version in effect at creation.
Payment partner	A licensed or authorized third party that collects, holds, routes, or settles funds (for example Flutterwave, card networks, banks, or mobile-money providers).
Proof of delivery (PoD)	Evidence of delivery captured through the Platform (for example recipient name, signature, photographs, geolocation, timestamps).
Services	Access to the Platform, posting, matching, bidding, messaging, invoicing support, consolidation tools, and related features. Khemiva is not a carrier unless we say so in a separate signed agreement.
Corridor	A lane or region where the Platform is enabled (for example domestic Ghana or cross-border Ghana–Nigeria when activated).

2. The Services

### 2.1 Marketplace role

Khemiva operates a technology marketplace that helps shippers and carriers discover each other, exchange information, coordinate pickup and delivery, and (where enabled) pay and settle through integrated payment partners. We may display indicative prices, reference prices, consolidation savings estimates, and route information for planning. Unless we state otherwise in writing, such displays are estimates, not guarantees.

### 2.2 We do not transport goods

Carriers perform carriage. You are responsible for:

Accurate load and cargo information;
Lawful packaging, labeling, and documentation;
Customs, export, import, and transit compliance;
Instructions you give carriers and any special handling you require.

Khemiva does not take possession of your goods, does not routinely inspect cargo, and does not warrant that any carrier will meet a particular schedule.

### 2.3 Availability and pilot scope

Features, corridors, currencies, payment methods, and integrations may be limited during pilot operations (including Ghana domestic and, when enabled, Lagos–Accra cross-border). We may add, change, suspend, or discontinue features with notice as described in Section 11. A feature shown in beta, preview, or “coming soon” is provided without commitment until generally available in your corridor.

### 2.4 Compliance tooling

The Platform may require structured cargo declarations (cargo type, packaging, declared value, origin notes, restricted-category flags) and may run automated or manual operations review before a load is fully visible, matchable, or eligible for consolidation. These tools support safety, fraud prevention, and operational control. They do not:

Replace your legal duties;
Certify cargo as lawful or accurately described;
Clear customs or obtain permits on your behalf.

### 2.5 Partner finance and insurance

We may introduce or integrate pay-later, credit checks, cargo insurance, or other partner products. Unless we are explicitly named as the insurer or lender in a separate agreement, third-party terms govern those products and Khemiva is not responsible for their underwriting decisions.

3. Account registration, onboarding, and eligibility

### 3.1 Eligibility

You must:

Be at least 18 years old and have legal capacity to contract;
Register with accurate identity and business information;
Use the Platform only for lawful commercial or personal freight purposes permitted in your jurisdiction.

You may not register if you are barred under applicable sanctions, transport, or marketplace laws.

### 3.2 Account types and verification

Depending on product configuration, you may register as an individual or business shipper. We may require:

Email and phone verification;
Identity verification (for example passport or national ID captures);
Business registration documents for business accounts;
Deposit or posting holds before you may publish certain loads.

You authorize us and our verification partners to validate documents and to approve, reject, or suspend onboarding based on risk, completeness, or legal requirements.

### 3.3 Accurate information

You will keep account details current. You are responsible for activity under your credentials unless you notify us promptly of unauthorized access at support@khemiva.com.

### 3.4 Personnel and authorized users

If you permit employees or agents to use your account, you are responsible for their compliance with these Terms.

4. Shipper obligations

### 4.1 Load and cargo information

You will provide accurate, complete, and lawful information about:

Cargo type, weight, dimensions, piece count, and packaging;
Pickup and delivery addresses, contacts, and time windows;
Handling needs (for example fragile, temperature-controlled, liftgate);
Declared value and currency where requested;
Any restricted or regulated category selections.

You will cooperate with reasonable pickup and delivery procedures, including carrier verification steps and evidence capture the Platform supports.

### 4.2 Laws and permits

You will comply with laws in the Republic of Ghana, the Federal Republic of Nigeria (when your load touches that corridor), and any other jurisdiction your shipment touches, including:

Customs, export, and import rules;
Hazardous materials and dangerous goods regulations (where applicable);
Sanctions and anti-boycott rules;
Product-specific licenses (for example pharma, agro, chemicals).

### 4.3 Payment

You will pay amounts due according to the invoice, match flow, or checkout screen at commitment, including deposits, platform fees, and payment-processing costs shown before you confirm.

### 4.4 Prohibited conduct

You will not:

Post false, misleading, or incomplete cargo information;
Use the Platform for fraud, money laundering, or sanctions evasion;
Ship prohibited goods (Section 5);
Circumvent carrier safety, insurance, or compliance requirements;
Harass carriers or other users through messaging or off-platform contact initiated via the Platform.

### 4.5 Declarations and misrepresentation

Where the Platform asks whether cargo falls into a sensitive or restricted category, you will answer truthfully. Misdeclaration may result in load cancellation, match voiding, suspension, withholding of settlement funds (where permitted), and liability to Khemiva, carriers, co-shippers on consolidated movements, or authorities.

5. Prohibited and restricted goods

### 5.1 Prohibited goods (never allowed)

You may not use the Platform to arrange carriage of:

Category	Examples (non-exhaustive)
Illegal contraband	Narcotics, stolen goods, smuggled items
Weapons	Firearms, ammunition, explosives (unless expressly permitted under a written Khemiva enterprise program with valid licenses)
Human remains or trafficking	Any shipment involving exploitation or unlawful transport of persons
Counterfeit goods	Goods that infringe intellectual property when you know or should know of infringement
Undeclared hazardous materials	Dangerous goods shipped without lawful classification, packaging, and documentation
Sanctioned parties or goods	Shipments involving persons, entities, or goods barred under applicable sanctions

This list is illustrative. You remain responsible for determining lawfulness.

### 5.2 Restricted categories (enhanced review)

The Platform may flag categories such as chemicals, pharmaceuticals, high-value electronics, cross-border agro, or other regulated goods. Loads in these categories may require manual review, may be ineligible for mixed consolidation, or may require additional documentation before matching proceeds.

### 5.3 Consolidation and co-shipper risk

If you agree to shared truck space, you acknowledge that other shippers’ goods may travel on the same vehicle. You remain responsible for your cargo and declarations. A violation or seizure tied to another shipper’s goods may still cause delays, costs, or investigations affecting your shipment.

6. Posting freight, bidding, matching, and consolidation

### 6.1 Posting loads

When you publish a freight load, you authorize carriers to view information you designate as visible and to bid or accept according to the bidding mode shown (for example guided bidding, fixed price, or auto-award if enabled).

### 6.2 Bids and acceptance

A match forms when you and a carrier agree through the Platform flow (for example accepting a bid or confirming an assigned carrier). Until a match is confirmed, no carrier is obligated to perform and you are not obligated to pay carriage amounts except any non-refundable fees disclosed at commitment.

### 6.3 Cancellations

Cancellation rules depend on load status, carrier acceptance, and the policy shown at commitment. Repeated cancellations may affect your risk tier or eligibility for consolidation.

### 6.4 Consolidation

If the Platform offers consolidation options, you may select shared or full-truckload disposition where available. You agree that:

Consolidation suggestions are algorithmic recommendations subject to capacity, compliance review, and carrier acceptance;
Savings estimates before commit are non-binding;
Khemiva may restrict pooling based on your risk tier, declaration outcomes, cargo family, or corridor policy;
High-risk or restricted loads may be dedicated-only.

Consolidation does not make Khemiva a carrier, co-loader, or bailee of your goods.

### 6.5 Operations review and holds

We may hold, reject, or require changes to a load before or after posting. You will not attempt to circumvent holds by reposting substantially the same load under a different account without disclosure.

7. Fees, payments, settlement, and refunds

### 7.1 Fee components

Charges may include:

Freight / carrier amounts payable for carriage;
Platform fees or commissions;
Payment-processing or FX costs;
Deposits or posting holds shown at onboarding or checkout.

All amounts are in the currency stated on the invoice or match unless we clearly disclose a conversion rule at payment time.

### 7.2 Authorization

When payments are enabled, you authorize Khemiva and Payment partners to charge, tokenize, hold, split, or transfer funds according to the checkout or invoice flow (for example pay-on-match, deposit, pay-on-delivery, or escrow-style release after PoD).

### 7.3 Settlement timing

Carrier settlement (if facilitated by Khemiva) may occur after delivery confirmation, PoD capture, and any dispute or review window displayed in the product—subject to Section 7.5.

### 7.4 Mobile money, cards, and bank transfer

Payments may be processed via MTN MoMo, Vodafone Cash, AirtelTigo Money, cards, or bank rails through partners such as Flutterwave licensed or authorized in the relevant market. You are responsible for:

Accurate payment credentials;
Wallet, bank, or carrier charges imposed by third parties;
Ensuring your mobile-money account can receive refunds if applicable.

Failed, reversed, or disputed payments may delay matching, pickup, or release of cargo-related settlement.

### 7.5 Holds, offsets, and chargebacks

We may delay settlement, reverse, or withhold amounts when there is a good-faith dispute, chargeback, fraud concern, customs or compliance hold, cargo hold, or legal obligation. We will use reasonable efforts to notify you through the Platform.

Chargebacks and processor reversals may be debited from your account or future transactions as permitted by law and partner rules.

### 7.6 Refunds and cancellations

Refund eligibility depends on load status, carrier acceptance, partial performance, and the cancellation policy shown at commitment. Unless required by law or expressly stated:

Platform fees and non-recoverable processing costs may be non-refundable;
Partial refunds may apply when carriage was partially performed.

### 7.7 Taxes

You are responsible for taxes, duties, and levies on your shipments except where we are legally required to collect and remit as a marketplace facilitator. Displayed prices may exclude VAT unless stated.

### 7.8 Not a bank

Khemiva is not a bank, mobile-money issuer, or licensed payment institution unless separately disclosed in writing. Payment partners’ terms and privacy policies apply.

8. Messaging, electronic records, and signatures

### 8.1 In-app messaging

The Platform may provide messaging between matched parties. You will use messaging professionally and lawfully. We may monitor, retain, and review messages for fraud, disputes, safety, and legal compliance as described in the Privacy Policy.

### 8.2 Electronic communications

You consent to receive service communications (transactional email, SMS, push, or in-app notices) related to your account and loads. Marketing messages will follow applicable consent rules.

### 8.3 Electronic records

You agree that electronic records (including clicks, timestamps, PoD captures, and invoice PDFs) may be used as evidence of acceptance, delivery, and payment obligations where permitted by law.

9. Disclaimers and limitation of liability

### 9.1 No warranty

The Platform is provided “as is” and “as available.” To the maximum extent permitted by law, we disclaim implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

### 9.2 No guarantee of outcome

We do not guarantee:

That a carrier will be matched within a timeframe or price;
Transit times, border clearance, or customs outcomes;
Uninterrupted or error-free operation;
That consolidation savings will materialize.

### 9.3 Limitation of liability

To the maximum extent permitted by law, Khemiva’s aggregate liability arising out of or relating to these Terms or the Services shall not exceed the greater of:

(a) the platform fees you paid to Khemiva for the specific load or invoice giving rise to the claim in the three (3) months before the claim; or
(b) GHS 5,000 (five thousand Ghana cedis).

This cap does not apply to liability that cannot be limited under applicable law, or to death or personal injury caused by our negligence, fraud, or willful misconduct.

### 9.4 Indirect damages

We are not liable for lost profits, lost data, indirect, incidental, special, consequential, or punitive damages, except where prohibited by law.

10. Indemnity

You will defend, indemnify, and hold harmless Khemiva and its officers, directors, employees, and agents from third-party claims arising from:

(a) your content, loads, or cargo;
(b) your violation of law or these Terms;
(c) your dispute with a carrier or user, except where the claim arises primarily from Khemiva’s breach;
(d) damage to cargo caused by your instructions, packaging, or misdeclaration, except to the extent finally caused by Khemiva’s gross negligence or willful misconduct;
(e) fines, seizures, penalties, or duties tied to your shipments (see Section 14).

11. Suspension and termination

### 11.1 By Khemiva

We may suspend or terminate access immediately for breach, risk, fraud, safety, non-payment, misdeclaration, or legal requirements. We may cancel matches or place cargo holds on related funds where permitted.

### 11.2 By you

You may stop using the Platform subject to fees owed and in-progress loads.

### 11.3 Survival

Sections that by nature should survive (fees owed, disputes, limitation of liability, indemnity, IP license, records) survive termination.

12. Dispute resolution; governing law

### 12.1 Governing law

These Terms are governed by the laws of the Republic of Ghana, excluding conflict-of-law rules that would apply another law. Cross-border loads may also be subject to mandatory laws of transit or destination countries.

### 12.2 Courts

Subject to Section 12.3, the courts of Accra, Ghana have exclusive jurisdiction over disputes between you and Khemiva arising from these Terms, except where mandatory law requires another forum.

### 12.3 User-to-user disputes

Disputes between you and a Carrier (cargo damage, delay, payment for carriage) should first be addressed through in-app messaging and Platform evidence (PoD, photos, timestamps). Khemiva may offer informal facilitation but does not act as arbitrator, insurer, or guarantor unless we agree in writing.

Either party may seek mediation in Accra before litigation. Platform fee disputes with Khemiva: support@khemiva.com.

### 12.4 Arbitration (optional)

If counsel-approved for your account tier, parties may agree in writing to binding arbitration in Accra under the Ghana Arbitration Centre or equivalent rules.

13. Privacy

Our handling of personal data is described in our Privacy Policy (version 1.0.0), at https://khemiva.com/legal/privacy-policy. By using the Services, you acknowledge that we process data as described there, including legal acceptance records (which terms and privacy version you agreed to).

14. Changes to these terms

We may publish new versions with a new version label. Material changes may require re-acceptance in the Platform. For paid freight, the terms version stored on your invoice or acceptance record is the authoritative record for that transaction.

15. Cargo declarations, review, and risk controls

15.1. Operations review. We may approve, reject, or hold loads based on declarations, corridor, value, or risk signals.

15.2. Risk tier and pooling. Internal classifications (for example LOW, MEDIUM, HIGH) may affect consolidation eligibility. HIGH tiers may be dedicated-only.

15.3. No certification. Review does not certify cargo or clear customs.

15.4. Records. Declaration and review metadata are retained per the Privacy Policy and Section 14 (Customs).

16. Customs, border crossings, seizures, and penalties

16.1. Your documentation duty. You must obtain lawful export, import, transit, and customs documentation. Khemiva does not inspect cargo.

16.2. Seizures and fines. If authorities seize cargo or impose fines due to misdescription, prohibited goods, undervaluation, missing licenses, or sanctions, carriers, co-shippers, and Khemiva may suffer harm. Responsibility depends on law, contracts, insurance, and facts. We may hold settlement funds pending resolution where permitted.

16.3. Indemnity extension. Without limiting Section 10, you indemnify Khemiva against claims and reasonable cooperation costs arising from your cargo, declarations, or violations, except to the extent caused by Khemiva’s gross negligence or willful misconduct.

16.4. Cooperation. You will cooperate with reasonable requests from Khemiva, carriers, or authorities relating to your loads.

17. Force majeure

Neither party is liable for delay or failure (other than payment of amounts already due) caused by events beyond reasonable control, including natural disasters, war, civil unrest, border closures, strikes, government actions, FX or payment-system outages, epidemics, or third-party network failures—provided the affected party uses reasonable efforts to mitigate.

18. Intellectual property

Khemiva owns the Platform, trademarks, and software. You retain ownership of content you submit. You grant Khemiva a non-exclusive, worldwide, royalty-free license to use, store, reproduce, and display your content to operate the Platform, perform matches, resolve disputes, and comply with law. You represent you have rights to submit such content.

19. Miscellaneous

Entire agreement. These Terms, the Privacy Policy, and documents incorporated at checkout constitute the entire agreement (excluding separate signed enterprise agreements).

Assignment. You may not assign without our consent; we may assign to an affiliate or successor.

Severability. If any provision is unenforceable, the remainder stays in effect.

No waiver. Failure to enforce a provision is not a waiver.

Language. The English version controls if translated.

20. Contact

Purpose	Contact
Support	support@khemiva.com
Privacy	privacy@khemiva.com
Postal / registered office	Available on request at support@khemiva.com (Ghana pilot: Greater Accra Region)

21. Acknowledgment

By registering, posting freight, or accepting these Terms in the Platform, you acknowledge that you have read, understood, and agree to this version of the Shipper Terms of Service (or the version linked at acceptance).

Document version 1.0.0. The version you agreed to is recorded in your Khemiva account.