Independent Rider Services Agreement

1.1 Parties. This Independent Rider Services Agreement (the "Agreement") is entered into between:

• D1 Express — public market name "D1 Express Laos", product brand "D1Express" — operated by [TODO: LEGAL ENTITY NAME], a company organised under the laws of the Lao People's Democratic Republic ("Laos" or "Lao PDR"), company registration number [TODO: COMPANY REGISTRATION NUMBER], with its registered address at [TODO: REGISTERED ADDRESS — Vientiane] ("D1Express", "we", "us", or the "Platform Operator"); and
• the individual who accepts this Agreement as an independent motorbike-delivery rider (the "Rider", "you").

D1Express and the Rider are each a "Party" and together the "Parties".

1.2 What D1Express is. D1Express operates a technology-enabled delivery marketplace in Vientiane, Lao PDR that connects customers who wish to send items with independent riders who use their own motorcycles to carry out motorbike delivery only. D1Express does not offer, arrange, or permit passenger transportation of any kind. All amounts are stated in Lao Kip (LAK, ₭).

1.3 Marketplace model. D1Express operates a customer-selects marketplace. Customers post open delivery jobs. Riders who are online may view open jobs and may choose whether to submit an offer (a "bid"). The customer selects which offer to accept. A Rider is never forced to bid on, or assigned, any delivery.

1.4 Purpose. This Agreement sets out the terms on which the Rider may access the D1Express platform (the "Platform") to receive and perform delivery jobs, and the rights and responsibilities of each Party. It does not guarantee any volume of work, any earnings, or any continued access to the Platform.

1.5 Eligibility. To accept this Agreement, the Rider confirms that the Rider is of the age of legal majority under Lao law, is legally entitled to work and to operate a motorcycle in Lao PDR, and holds all licences and documents required by law.

2.1 Nature of the relationship. The Parties intend that the Rider provides delivery services as an independent contractor, and not as an employee, agent, partner, or joint venturer of D1Express, to the extent consistent with applicable law and the actual working relationship between the Parties. The Rider operates the Rider's own delivery activity, uses the Rider's own motorcycle and equipment, and decides for the Rider whether, when, and how much to work, subject only to the platform rules and lawful instructions that apply to a delivery the Rider has chosen to accept.

2.2 No waiver of mandatory rights. Nothing in this Agreement waives, limits, or excludes any right, protection, or benefit that applicable Lao law grants to the Rider and that cannot lawfully be waived. If a court, tribunal, or competent authority determines that any mandatory right applies to the relationship, that determination is given effect, and this Agreement is read so far as possible to be consistent with it. The label the Parties give the relationship does not override the substance of the relationship as determined under applicable law.

2.3 No representation of final classification. The Parties acknowledge that the legal classification of the relationship is ultimately a question of Lao law and fact. This Agreement records the Parties' intention and the actual features of the arrangement; it does not, and cannot, conclusively determine classification for all purposes.

[LEGAL COUNSEL REVIEW REQUIRED — CLASSIFICATION] Counsel must confirm that the independent-contractor characterisation, the wording of this Section, and the actual operating model are consistent with Lao labour, tax, and social-security law, and must advise on any mandatory rights, registrations, or contributions that apply regardless of the label used.

3.1 Online/offline at will. The Rider decides when to go online and when to go offline using the free toggle in the app. The Rider may go offline at any time. D1Express does not penalise the Rider for going offline or for choosing not to work.

3.2 No minimum commitment. There are no minimum hours, no minimum number of shifts, no minimum number of bids or accepted deliveries, and no scheduling obligation. The Rider is free to work as much or as little as the Rider wishes.

3.3 No guaranteed availability of jobs. Going online does not entitle the Rider to any job, any bid opportunity, or any earnings. The availability of open delivery jobs depends on customer demand and other factors outside D1Express's control.

4.1 Not exclusive. The relationship is non-exclusive. The Rider may work for other platforms, businesses, or customers, may operate the Rider's own delivery business, and may perform any other lawful work at any time, including while registered with D1Express. This Agreement imposes no non-compete restriction.

4.2 One limited duty. The only limitation is that, once the Rider has accepted a specific delivery, the Rider must not act in a way that interferes with, delays, or prevents the proper completion of that accepted delivery (for example, by simultaneously accepting a conflicting job that makes timely completion impossible). This duty applies only to a delivery the Rider has actually accepted and lasts only until that delivery is completed, cancelled, or reassigned in accordance with platform rules.

5.1 Rider's own vehicle. The Rider provides, at the Rider's own cost, the motorcycle used to perform deliveries. The Rider is solely responsible for all costs and obligations of owning and operating that vehicle, including without limitation: purchase or financing; registration and licence plates; periodic inspection; routine and major maintenance; all repairs; tyres, brakes, lights, battery, and engine; wear and tear and depreciation; fuel, oil, or EV charging; parking; traffic fines; and any towing or impound costs arising from the Rider's own conduct.

5.2 D1Express does not supply or maintain the vehicle. D1Express does not provide, lease, finance, maintain, repair, service, fuel, charge, or insure the Rider's motorcycle. D1Express makes no representation or warranty about the condition, roadworthiness, or suitability of any vehicle. The Rider is responsible for keeping the vehicle roadworthy, lawful, and safe to operate.

5.3 Fitness for use. The Rider must not use a vehicle that is unregistered, uninspected where inspection is required, mechanically unsafe, or otherwise unlawful to operate under Lao law.

6.1 Rider bears vehicle risk. The Rider bears the risk of, and is responsible for, all damage to and mechanical failure of the Rider's own vehicle, however arising, including breakdowns, flat tyres, and failures that occur during a delivery.

6.2 No D1Express repair obligation. D1Express has no obligation to repair, replace, recover, or compensate for the Rider's vehicle, and no obligation to provide a substitute vehicle, in any circumstance.

6.3 Breakdown during a delivery. If the vehicle breaks down during an accepted delivery, the Rider must take reasonable steps to safeguard the customer's package and promptly notify D1Express through the app so the delivery can be handled in accordance with platform rules. This does not create any D1Express liability for the vehicle itself.

7.1 Rider responsibility for operation. The Rider is responsible for operating the motorcycle safely and lawfully at all times. The Rider is responsible for accidents, injuries, and property damage arising from the Rider's own operation of the vehicle, subject to applicable law and to the allocation of any fault that a competent authority may determine.

7.2 D1Express is not the operator. D1Express does not operate the vehicle, is not present at the point of delivery, and does not control road conditions, third-party conduct, or the Rider's driving. [LEGAL COUNSEL REVIEW REQUIRED — ACCIDENT LIABILITY] The allocation of liability for accidents, injury, and third-party property damage — including any mandatory or non-excludable liability, and any interaction with compulsory motor insurance — must be reviewed by counsel against Lao law. Nothing in this Section excludes or limits any liability that cannot be excluded or limited under applicable law, including liability for death or personal injury.

7.3 Reporting. The Rider must report any accident, injury, or significant incident occurring during an accepted delivery to D1Express promptly and, where required, to the relevant authorities, and must cooperate reasonably with any lawful investigation.

8.1 D1Express provides no rider insurance. D1Express does not provide the Rider with any insurance of any kind, including no motor insurance, no accident insurance, no health insurance, no life insurance, and no cargo or goods-in-transit insurance.

8.2 Rider's insurance obligations. The Rider must obtain and maintain, at the Rider's own cost, all insurance that is required by Lao law, which may include compulsory motor third-party liability insurance for the motorcycle. The Rider must keep such insurance valid for as long as the Rider operates on the Platform.

8.3 Recommended (not required) cover. In addition to legally required insurance, D1Express recommends — but does not require — that the Rider consider further voluntary cover, such as personal accident, medical, and comprehensive vehicle or goods-in-transit insurance. The decision to obtain such cover is the Rider's own.

[LEGAL COUNSEL REVIEW REQUIRED — INSURANCE] Counsel must confirm which insurances are compulsory for motorbike delivery activity under Lao law, whether any Platform-level insurance is legally required, and whether Sections 8.1–8.3 are complete and accurate.

9.1 Valid licence and documents. The Rider must at all times hold a valid driving licence permitting operation of the motorcycle in Lao PDR, and must keep the vehicle registered, inspected (where required), and otherwise lawful.

9.2 Compliance with law. The Rider must comply with all applicable Lao laws and regulations, including traffic and road-safety rules, while performing deliveries and while using the Platform.

9.3 Verification. D1Express may request, and the Rider must provide, evidence of licence, registration, insurance, and identity for verification and compliance purposes. Providing false or expired documents is a material breach of this Agreement.

10.1 Rider responsible for own taxes. As an independent rider, the Rider is generally responsible for determining, reporting, and paying the Rider's own taxes and any related filings and contributions arising from the Rider's delivery earnings, except where D1Express is required by applicable law to withhold, report, collect, or remit an amount.

10.2 Withholding where required. Where applicable law requires D1Express to withhold, report, collect, or remit any tax or contribution in connection with the Rider's earnings, D1Express may do so, and amounts withheld or remitted are treated accordingly.

10.3 No tax advice. D1Express does not provide individualised tax advice. The Rider should seek independent advice about the Rider's own tax position.

[LEGAL COUNSEL REVIEW REQUIRED — TAXES] Counsel must confirm the Rider's tax status under Lao law, any D1Express withholding, reporting, collection, or remittance obligations, and any social-security or other mandatory contributions, and must confirm that Sections 10.1–10.3 are consistent with those obligations.

11.1 No reimbursement of ordinary expenses. The Rider bears the Rider's own ordinary costs of performing deliveries and is not entitled to reimbursement from D1Express for them. These include, without limitation, fuel, oil, or EV charging; vehicle purchase, financing, registration, inspection, maintenance, and repair; tyres, brakes, and parts; insurance premiums; mobile device, data, and charging costs; parking; and traffic fines.

11.2 No allowances. D1Express does not pay the Rider any wage, salary, retainer, per-hour amount, mileage allowance, or expense allowance. The Rider's only remuneration is the earnings described in Section 15.

12.1 Rider-supplied equipment. The Rider provides, at the Rider's own cost, a compatible smartphone, a valid mobile-data connection, and the means to keep the device charged, together with any other equipment reasonably needed to perform deliveries safely (such as a helmet and a suitable delivery bag or box).

12.2 App access. D1Express grants the Rider a limited, revocable, non-transferable right to use the D1Express app for the purpose of receiving and performing deliveries under this Agreement. D1Express may update, change, or suspend features of the app from time to time.

13.1 Freedom to bid or decline. The Rider is free to submit an offer on any open delivery job, or to decline or ignore it, without penalty. Submitting an offer does not guarantee selection; the customer chooses which offer to accept.

13.2 Obligation once accepted. Once the Rider has accepted a delivery (or the Rider's offer has been accepted and confirmed in the app), the Rider takes on a genuine obligation to complete that specific delivery in accordance with the platform rules that apply to it and with the lawful instructions relating to it, including collection, safe carriage, timely delivery to the authorised recipient, and required delivery confirmation.

13.3 If completion becomes impossible. If the Rider cannot complete an accepted delivery (for example, due to a breakdown, an accident, or a safety concern), the Rider must promptly notify D1Express through the app and follow the platform rules for handover, cancellation, or reassignment so that the customer's package is protected. Repeated or unjustified failure to complete accepted deliveries may affect the Rider's standing on the Platform in accordance with published rules.

14.1 No guarantee. D1Express does not guarantee any volume of delivery jobs, any bid opportunities, any selected offers, any minimum earnings, or any continuity of work. Earnings depend on customer demand, the Rider's own choices, competition among riders, and other factors outside D1Express's control.

14.2 No expectation created. Nothing in this Agreement, in the app, or in any communication creates a promise or expectation of a particular level of work or income.

15.1 How earnings are calculated. For each completed delivery, the Rider's earnings equal the delivery charge for that job minus the D1Express platform/service fee (the "Platform Fee"). The Platform Fee is the consideration for the Rider's access to and use of the marketplace, technology, and related services.

15.2 Config-driven fee. The Platform Fee is configuration-driven: it is sourced from the platform configuration (`commission_rules`) and is not a fixed, hard-coded amount in this Agreement. The applicable rate is the rate in effect at the time of the delivery, as published to the Rider through the app or other official channel.

15.3 Illustrative example only. The following is an EXAMPLE ONLY, showing the current rate; sourced from platform configuration; subject to change with notice. It is not a fixed contractual figure:

• Delivery charge: ₭50,000
• Less: D1Express Platform Fee (example): (₭5,000)
• Rider earnings (example): ₭45,000

15.4 Changes to the Platform Fee. D1Express may change the Platform Fee from time to time by updating the platform configuration. Any change to the Platform Fee will be communicated to the Rider clearly and in advance through the app or another official channel before it takes effect. The Rider may go offline or stop accepting new deliveries if the Rider does not wish to work at the revised rate; the revised rate applies only to deliveries the Rider accepts after it takes effect.

15.5 Payment mechanics. The method, timing, and frequency of settlement of the Rider's earnings, and any deductions permitted by law or agreed in the app, are as described in the app and platform rules, and must be consistent with Sections 10 and 16.

16.1 Cash-on-delivery. Some deliveries may involve cash-on-delivery ("COD") or other cash collection from the customer. Where a delivery involves cash collection, the Rider may collect the cash on the terms shown for that job. This Section operates alongside, and must not conflict with, the platform's existing prepaid-and-cash payment architecture.

16.2 Safeguarding and remittance. When the Rider collects cash, the Rider holds any amounts due to D1Express or to third parties on trust and for their benefit. The Rider must: safeguard the funds; confirm collection in the app; remit the amounts owed to the Platform in accordance with the platform rules and settlement process; and reconcile collections accurately.

16.3 Shortages and fraud are the Rider's responsibility. The Rider is responsible for any shortage, loss, misappropriation, or fraudulent collection of cash that occurs while the funds are in the Rider's custody. D1Express may recover or set off amounts properly owing to it in accordance with law and the platform rules.

17.1 Duty of care once custody is accepted. From the moment the Rider accepts custody of a package until it is delivered to the authorised recipient (or otherwise handled per platform rules), the Rider must take reasonable care to protect the package. The Rider must not open, use, tamper with, damage, or misappropriate the package, must follow the lawful delivery instructions for the job, must deliver to the authorised recipient, and must complete any required delivery confirmation (such as a PIN or proof of delivery).

17.2 Limits of Rider responsibility. The Rider is not automatically responsible for a package's hidden defects, for the accuracy of the sender's description of the contents, or for loss or damage caused by improper or inadequate packaging by the sender, provided the Rider has exercised reasonable care. Responsibility for such matters is determined under applicable law and the platform rules.

17.3 Failed or refused delivery. If delivery to the authorised recipient cannot be completed, the Rider must follow the platform rules for return, retry, or handover, and must continue to safeguard the package until it is dealt with in accordance with those rules.

18.1 Canonical policy applies. The Rider must not knowingly collect, carry, or deliver any item that is prohibited under the single canonical D1Express prohibited-items policy. Prohibited items include, without limitation: illegal drugs; weapons; explosives; hazardous materials; stolen or otherwise illegal goods; improperly packaged dangerous goods; and any item prohibited by Lao law.

18.2 Right to refuse. The Rider may, and should, refuse or stop a delivery that the Rider reasonably believes involves a prohibited item, and must report it in accordance with platform rules. Carrying prohibited items is a material breach of this Agreement and may also be a criminal offence for which the Rider is responsible.

19.1 Safe operation. The Rider must operate safely and lawfully at all times, including wearing a helmet, obeying traffic laws, and not operating while impaired, fatigued to an unsafe degree, or otherwise unfit to ride.

19.2 Cross-reference. This Section is to be read together with the Rider Safety and Vehicle Responsibility Acknowledgment, which the Rider accepts separately. In the event of any inconsistency on a safety point, the more protective safety requirement applies.

20.1 Customer and platform information. The Rider must keep confidential, and use only for performing deliveries, any customer information (such as names, addresses, phone numbers, and delivery details) and any non-public D1Express information the Rider receives. The Rider must not retain, share, sell, or use such information for any other purpose.

20.2 Location data while online. The Rider's location is collected only while the Rider is online or on an active delivery, and is used for dispatch and matching and for live tracking. During an active delivery, the customer can see the Rider's position so that the customer can follow the delivery. Location collection stops when the Rider goes offline, except as necessary to complete an active delivery or as required by law.

20.3 Privacy Policy. The collection and use of the Rider's personal data, including location data, are governed by the D1Express Privacy Policy, which is incorporated by reference. The Rider should read the Privacy Policy for full details of what data is collected, how it is used, and the Rider's rights.

21.1 Either Party may end the relationship. Consistent with the independent, non-exclusive nature of the relationship, the Rider may stop using the Platform at any time. D1Express may suspend or end the Rider's access to the Platform in accordance with this Agreement, the platform rules, and applicable law.

21.2 Effect on account status. Where access is suspended or ended, the Rider's account status is set to "Agreement required". The account is not deleted. To resume, the Rider may be required to re-accept this Agreement (or a current version of it) and to satisfy any applicable verification or compliance requirements.

21.3 Grounds. Grounds for suspension or termination include material breach of this Agreement (such as carrying prohibited items, fraud, cash misappropriation, providing false documents, or unsafe or unlawful conduct), and any ground permitted by applicable law and the platform rules.

21.4 Retention of records. After suspension or termination, D1Express may retain records relating to the Rider and to completed deliveries as required or permitted by applicable law and for legitimate business, tax, safety, dispute-resolution, and compliance purposes, in accordance with the Privacy Policy.

21.5 Survival. Provisions that by their nature should survive termination — including Sections 10 (Taxes), 16 (Cash Collection), 20 (Confidentiality and Data), 22 (Limitation of Liability), 23 (Indemnification), 24 (Governing Law), and 25 (Dispute Resolution) — survive.

22.1 Limitation. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, D1Express is not liable to the Rider for indirect, incidental, special, consequential, or punitive losses, or for loss of profit, loss of earnings opportunity, or loss of goodwill, arising out of or in connection with this Agreement or the Rider's use of the Platform.

22.2 What is never excluded. Nothing in this Agreement excludes or limits any liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, for fraud, for gross negligence, or for a Party's own unlawful conduct, or any other non-excludable liability under Lao law. D1Express does not claim to have "zero liability" and is not "never liable"; this Section operates only to the extent the law allows.

[LEGAL COUNSEL REVIEW REQUIRED — LIABILITY LIMITATION] Counsel must confirm the enforceability and scope of this Section under Lao law, including any cap on liability and any mandatory heads of liability that cannot be limited.

23.1 Rider indemnity. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, the Rider will indemnify D1Express against losses, claims, and reasonable costs to the extent they arise directly from the Rider's own conduct in connection with the Platform, including the Rider's traffic violations, carriage of prohibited goods, fraud or cash misappropriation, provision of false documents, or breach of this Agreement.

23.2 Proportionate and fault-based. Any indemnity under this Section is proportionate to, and limited to, the extent of the Rider's own responsibility. The Rider is not required to indemnify D1Express for loss caused by D1Express's own acts or omissions, or to the extent caused by a third party, or to any extent that such an indemnity would be unenforceable under applicable law.

23.3 Non-excludable matters preserved. This Section does not require indemnification of any matter that cannot lawfully be the subject of an indemnity.

[LEGAL COUNSEL REVIEW REQUIRED — INDEMNIFICATION] Counsel must confirm that the indemnity is enforceable, proportionate, and consistent with Lao law, and must confirm its scope.

24.1 Governing law. This Agreement is governed by the laws of the Lao People's Democratic Republic, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

[LEGAL COUNSEL REVIEW REQUIRED — GOVERNING LAW] Counsel must confirm the governing-law clause, its interaction with any mandatory Lao provisions, and how it relates to the controlling-language decision noted at the top of this document and in Section 26.

25.1 Good-faith resolution. The Parties will first attempt to resolve any dispute arising out of or in connection with this Agreement in good faith through direct discussion.

25.2 Formal process — to be determined. The venue and formal mechanism for unresolved disputes — including whether disputes are resolved by the competent Lao courts, by mediation, and/or by arbitration, and, if arbitration, the seat, rules, language, and number of arbitrators — are left open in this draft and must be decided by counsel. No forum, institution, seat, or rule set is invented or asserted here.

[LEGAL COUNSEL REVIEW REQUIRED — DISPUTE RESOLUTION] Counsel must specify the dispute-resolution mechanism, venue, and any mediation or arbitration terms, consistent with Lao law and enforceability.

26.1 Electronic acceptance. The Rider accepts this Agreement electronically in the app (for example, by tapping to accept). Electronic acceptance is intended to have the same effect as a handwritten signature, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

26.2 Records. D1Express may keep an electronic record of the Rider's acceptance, including the version accepted and the date and time of acceptance.

[LEGAL COUNSEL REVIEW REQUIRED — ELECTRONIC SIGNATURE] Counsel must confirm that electronic acceptance is valid and enforceable under Lao law for an agreement of this kind, and specify any additional formalities required.

[LEGAL COUNSEL REVIEW REQUIRED — CONTROLLING LANGUAGE] Counsel must state, here and consistently with Section 24, whether the Lao-language version or the English-language version controls in the event of conflict.

27.1 Updates. D1Express may update this Agreement from time to time. Non-material changes take effect when published through the app or another official channel.

27.2 Material changes. For a material change (for example, a change that materially affects the Rider's obligations or rights), D1Express will provide clear notice and, where appropriate, will require the Rider to re-accept the updated Agreement before continuing to use the Platform. If the Rider does not accept a material change, the Rider may stop using the Platform, and the Rider's status may be set to "Agreement required" as described in Section 21.

27.3 Relationship to the Platform Fee. Changes to the Platform Fee are handled as described in Section 15.4 (clear advance communication), in addition to this Section.

Questions about this Agreement may be directed to D1Express at [TODO: OFFICIAL CONTACT].