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Supplier Engagement Agreement

Last Updated on August 17, 2025

Supplier Engagement Agreement

for Drivers, Fleet Operators, Movers, and Equipment Transport Providers using the TRUXX Platform

This Supplier Engagement Agreement (“Agreement”) is entered into between TRUXX Transportation Technology LLC (“TRUXX”), and the party accepting this Agreement by registration or use of the TRUXX Driver App or by performing Trips (the “Supplier”). TRUXX and Supplier are each a “Party” and together the “Parties.”

1. Definitions

  • 1.1TRUXX App / Driver App / Dashboard: TRUXX’s proprietary mobile and web applications, services, APIs, and back-office systems that connect Customers with Suppliers, and enable trip dispatch, tracking, billing, and settlements.
  • 1.2Customer: Any person or entity that requests transport, moving, towing, equipment, or related services via the TRUXX platform.
  • 1.3Trip: A transport service leg accepted by Supplier via the TRUXX App, including any loading/off-loading, handling, wait time, and ancillary services.
  • 1.4Vehicles and Personnel: Any vehicle(s), equipment, and drivers/helpers used by Supplier to perform Trips.
  • 1.5Supplier: Collectively refers to: (a) individual Driver, (b) Fleet Service Provider, (c) Transportation Fleet Company, (d) Home/Office Mover, or (e) Equipment Transport Company registered on TRUXX to perform Trips.

2. Registration, Compliance, and Audit

  • 2.1Registration. Supplier shall complete onboarding on the Driver App and provide accurate, current documents, including: national ID, driver license(s), vehicle registrations/mulkiya, commercial licenses, insurances, and any other documents reasonably requested by TRUXX.
  • 2.2Ongoing Compliance. Supplier shall promptly update expired documents and comply with all applicable road/transport, traffic, health & safety, customs, municipal, and other regulations.
  • 2.3Right to Verify. TRUXX may audit Supplier documents, inspect Vehicles, and verify compliance (remotely or in person) on reasonable notice or immediately where risk/safety is implicated.
  • 2.4Acceptance. TRUXX may accept, suspend, or reject onboarding or continued access at its sole discretion.

3. Independent Contractor; No Agency

  • 3.1 Supplier acts as an independent contractor, not an employee, agent, partner, or franchisee of TRUXX. Supplier has no authority to bind TRUXX.
  • 3.2 Supplier solely controls how it performs Trips, subject to applicable law and this Agreement.

4. Use of the TRUXX App

  • 4.1Device & Data. Supplier shall install and maintain the Driver App, enable GPS/location permissions, and bear its own data/device costs.
  • 4.2Account Security. Supplier is responsible for all activity under its accounts and shall keep credentials secure.
  • 4.3Operational Requirements. Live location must remain enabled during Trips; proof-of-delivery (POD), photos, signatures, and any required forms must be uploaded promptly.

5. Service Standards and Safety

  • 5.1Duty of Care. Supplier shall provide safe, lawful, and professional services, including proper securing of cargo, safe driving, and appropriate handling of vehicles and goods.
  • 5.2Vehicles and Personnel. Supplier ensures Vehicles are roadworthy, fit-for-purpose, regularly maintained, and properly insured; all drivers/helpers must be legally eligible, trained, and sober (zero tolerance for drugs/alcohol).
  • 5.3Prohibited Items. Supplier shall not transport regulated, hazardous, or prohibited goods without proper permits and pre-approval through TRUXX (where applicable).
  • 5.4Incident Reporting. Supplier shall immediately (and no later than 1 hour) report any accident, injury, damage, theft, loss, or regulatory inquiry during a Trip to TRUXX via in-app tools and cooperate fully with TRUXX and authorities.

6. Risk Allocation; Liability; Indemnities

  • 6.1Primary Responsibility. Supplier bears all risk and legal responsibility for incidents, accidents, collisions, injuries (including death), property damage, cargo loss/damage, traffic violations, fines, regulatory penalties, and third-party claims arising from or connected to any Trip or Supplier’s acts/omissions.
  • 6.2TRUXX Disclaimer. TRUXX does not provide carriage, storage, or insurance to Customers’ goods, and is not a carrier. TRUXX is a technology platform and is not responsible for acts/omissions of Supplier.
  • 6.3Supplier Indemnity (Uncapped). Supplier shall defend, indemnify, and hold harmless TRUXX, its affiliates, directors, officers, employees, and agents from and against all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of: (a) any Trip, accident, cargo loss/damage, or property/personal injury; (b) Supplier’s breach of law or this Agreement; (c) regulatory fines/penalties related to Supplier’s operations; (d) claims by Supplier’s personnel/contractors; (e) alleged or actual misrepresentation or fraud by Supplier; (f) any infringement or misuse of third-party rights by Supplier.
  • 6.4TRUXX Indemnity (Limited). TRUXX will defend Supplier against third-party claims that the unmodified TRUXX App (as provided by TRUXX) directly infringes IP rights in the UAE, and will pay final damages awarded, provided Supplier promptly notifies TRUXX, cooperates, and allows TRUXX sole control of the defense. This is Supplier’s exclusive remedy for such claims.
  • 6.5Limitation of Liability. To the maximum extent permitted by law, TRUXX shall not be liable for indirect, incidental, special, punitive, or consequential damages, loss of profits, revenue, goodwill, or data; and TRUXX’s aggregate liability under this Agreement shall not exceed the Service Fees retained by TRUXX from Supplier in the six (6) months preceding the event giving rise to liability. The foregoing does not limit Supplier’s uncapped indemnity obligations, nor liability arising from Supplier’s confidentiality breach, IP misuse, fraud, or willful misconduct.

7. Insurance

  • 7.1Mandatory Cover. Supplier shall maintain, at its sole cost and throughout the term: (a) Motor/Vehicle insurance (comprehensive incl. third-party liability) per UAE law; (b) Public liability insurance suitable for transport/moving operations; (c) Cargo/Goods in Transit insurance appropriate to the services; (d) Employer’s liability / workers’ compensation for Supplier’s personnel.
  • 7.2Limits & Evidence. Minimum coverage limits must be commercially reasonable and compliant with UAE requirements. Certificates of insurance and endorsements naming TRUXX as an additional insured (where available) shall be provided on request. Failure to maintain insurance constitutes grounds for immediate suspension/termination.

8. Fees, VAT, and Payments

  • 8.1Service Fee. For each completed Trip, TRUXX shall deduct a Service Fee (for access to the platform, technology, operations support, and related services). The fee may vary by service type, distance, urgency, vehicle class, or other parameters. TRUXX may update the Service Fee upon notice via the App or Dashboard.
  • 8.2Pricing; No Cash. Customer prices are displayed in-app; no cash payments are permitted between Supplier and Customer.
  • 8.3Collections & Settlement. TRUXX will collect Customer payments and, subject to set-off/withholding under Clause 8.6, remit the Supplier share to the bank or wallet designated by Supplier in accordance with TRUXX’s payout schedule (e.g., weekly/monthly).
  • 8.4VAT. Supplier is solely responsible for VAT registration and filings with the FTA. Unless stated otherwise, amounts payable to Supplier are VAT inclusive, and Supplier is responsible for remitting any VAT due.
  • 8.5Statements. Electronic statements will show Trip details, total fare, Service Fee, and any applicable VAT.
  • 8.6Set-Off; Withholding; Chargebacks. TRUXX may set-off or withhold amounts to cover (a) disputes, chargebacks, refunds, penalties, or fines; (b) claims, losses, or damages attributable to Supplier; (c) negative balances or overpayments; and (d) unpaid amounts owed by Supplier to TRUXX. TRUXX may maintain a reasonable reserve for up to 90 days for risk/events related to Trips.

9. Ratings, Quality, and Corrective Action

  • 9.1 Customers may rate and review performance. TRUXX may use such feedback for quality assurance and promotion.
  • 9.2 TRUXX may require corrective actions, additional training, or documentation, and may suspend Supplier for substandard performance or safety concerns.

10. Confidentiality, Non-Use, and Data Security

  • 10.1Confidential Information. “Confidential Information” means all non-public information disclosed by TRUXX, including prices and pricing logic, Service Fees, trip volumes, business model, customer lists, operational playbooks, disputes/settlements, App/Dashboard features and UI/UX, algorithms, APIs, documentation, and all TRUXX Data (including trip, route, telemetry, and performance data).
  • 10.2Obligations. Supplier shall (a) keep Confidential Information strictly confidential; (b) use it solely to perform Trips; (c) restrict disclosure to personnel with a strict need-to-know under obligations no less protective; and (d) not disclose to third parties without TRUXX’s prior written consent except as required by law.
  • 10.3No Reverse Engineering/Benchmarking. Supplier shall not copy, disassemble, decompile, scrape, mine, or benchmark the App/Dashboard, nor create derivative works or competing services using TRUXX Confidential Information.
  • 10.4Data Security. Supplier shall implement reasonable administrative, technical, and physical safeguards to protect Confidential Information and personal data; promptly notify TRUXX of any suspected breach (no later than 24 hours) and cooperate in remediation.
  • 10.5Survival. Confidentiality obligations survive five (5) years after termination; trade secrets survive as long as protected by law.

11. Intellectual Property; License; Feedback

  • 11.1Ownership. TRUXX and its licensors own all IP rights in the App, Dashboard, software, data models, documentation, trademarks, and TRUXX Data. No rights are granted except as expressly stated.
  • 11.2License. TRUXX grants Supplier a limited, revocable, non-exclusive, non-transferable license to use the Driver App/Dashboard solely to accept and perform Trips.
  • 11.3Feedback. Any suggestions/feedback may be used by TRUXX without restriction and without obligation to Supplier.

12. Non-Circumvention; Non-Solicitation

  • 12.1No Bypass. Supplier shall not circumvent TRUXX by contracting directly with Customers introduced by, or transacting through, the TRUXX platform to avoid fees during the term and for twelve (12) months thereafter.
  • 12.2Remedy. If circumvention occurs, Supplier shall pay TRUXX liquidated damages equal to the greater of (a) AED 50,000 or (b) 25% of gross amounts earned by Supplier from the bypassed Customer during the restricted period, in addition to other remedies.
  • 12.3Non-Solicit. Supplier shall not solicit employment/hire of TRUXX employees involved with the services during the term and for twelve (12) months thereafter.

13. Data Protection and Privacy

  • 13.1 Supplier shall process any personal data of Customers or TRUXX personnel strictly for Trip performance, in compliance with applicable UAE data protection laws and sectoral regulations.
  • 13.2 On termination or on request, Supplier shall securely delete or return TRUXX Data and certify deletion (unless retention is legally required).

14. Subcontracting and Assignment

  • 14.1 Supplier shall not subcontract or delegate Trips to third parties without TRUXX’s prior written consent. If permitted, Supplier remains fully liable for subcontractors.
  • 14.2 Supplier may not assign this Agreement without TRUXX’s prior written consent. TRUXX may assign to an affiliate or in connection with reorganization or sale.

15. Suspension and Termination

  • 15.1Suspension. TRUXX may suspend Supplier’s access immediately for safety, fraud, non-compliance, poor performance, expired documents, or risk reasons.
  • 15.2Termination for Convenience. Either Party may terminate on written notice at any time. Supplier may also cease accepting Trips at any time; however, ongoing Trips must be completed unless TRUXX directs otherwise.
  • 15.3Termination for Cause. Immediate termination may occur for material breach or illegal activity.
  • 15.4Effect of Termination. Outstanding financial reconciliations, set-offs, claims, confidentiality, IP, non-circumvention, data protection, and indemnities survive.

16. Compliance; Anti-Bribery and Sanctions

Supplier shall comply with all applicable anti-bribery, anti-money laundering, and sanctions laws; shall not offer or accept improper payments; and shall maintain accurate books/records related to Trips.

17. Dispute Resolution; Governing Law

  • 17.1Good-Faith Resolution & Mediation. The Parties shall first attempt good-faith discussions, then mediation in Abu Dhabi within 30 days of a dispute notice.
  • 17.2Courts. Failing mediation, disputes shall be submitted to the courts of the Emirate of Abu Dhabi, UAE (exclusive jurisdiction).
  • 17.3Injunctive Relief. TRUXX may seek urgent injunctive or equitable relief (e.g., for confidentiality/IP breaches) without first mediating.

18. Notices

Notices may be delivered via: (a) in-app notification, (b) email to addresses on file, or (c) courier to the registered address. Notices are deemed received upon (i) in-app posting, (ii) email transmission, or (iii) delivery confirmation for courier.

19. General

  • 19.1Entire Agreement. This Agreement (including Annexes) is the entire agreement and supersedes prior understandings regarding its subject matter.
  • 19.2Amendments. TRUXX may update standard operational policies/Service Fees by in-app notice. Material legal changes to this Agreement require written notice; continued use after notice constitutes acceptance.
  • 19.3Severability. If any provision is unenforceable, the remainder remains in effect; the provision will be modified to the minimum extent necessary to be enforceable.
  • 19.4No Waiver. Failure to enforce any provision is not a waiver.
  • 19.5Electronic Acceptance. Acceptance via click-through, continued access, or performance of Trips constitutes execution and delivery in accordance with applicable electronic transactions laws.
  • 19.6Language. This Agreement is in English. If translated, the English version controls unless TRUXX specifies otherwise.

Annex A – Service Scope (Illustrative)

  • Transport Types: Vehicle recovery/towing, light/medium/heavy trucks, home/office moves, equipment transport.
  • Ancillary Services: Helpers/labor, packing, securing/strapping, special handling, permits.
  • SLA Highlights: On-time arrival ±15 minutes; live GPS; POD within 15 minutes of delivery; incident report ≤1 hour.

Annex B – Financial Terms (Illustrative)

Pricing: Per km/time/band, surge/urgent multipliers where applicable.

Service Fee: Variable by category; notified in-app.

Payout Schedule: Weekly or monthly, subject to set-off/withholding under Clause 8.6.

No Cash: All payments processed via TRUXX.

Annex C – Insurance Evidence

Certificates and endorsements naming TRUXX as additional insured (where available), current throughout the term.

Annex D – Data Processing Minimums

  • Access on least-privilege basis; encrypt devices at rest.
  • Do not export TRUXX Data outside permitted systems.
  • Delete within 30 days post-termination (unless legally required to retain).