TERMS AND CONDITIONS

1.1. Platform Only

KErI TECHNOLOGIES INC. provides a digital platform that matches independent trucking service providers ("Service Providers") with clients seeking logistics services ("Clients").

1.2. No Employer-Employee Relationship

The Company is not a transportation provider or a common carrier. We do not own trucks, nor do we employ drivers. All Service Providers are independent contractors.

1.3. No Agency

No agency, partnership, or joint venture is created between the Company and any user.

2.1. Non-Custodial Instruction Layer

KErI TECHNOLOGIES INC. operates strictly as an Operator of Payment System (OPS) - Instruction Layer. The Company does not aggregate, hold, or take custody of any principal shipment funds at any time. All payment transactions, sub-ledgers, and escrows are maintained and facilitated exclusively by our licensed payment partner (e.g., Dragonpay Corporation).

2.2. Milestone Releases (30/50/20 & Triangulation)

Total hauling fees are held in trust by the payment partner. KERI acts as the digital instruction trigger to release fractional payouts directly to the Service Provider's bank account based on the following verified milestones:

• Standard Trips: 30% upon Port Exit/Empty Pull-out, 50% upon Delivery, and 20% upon Empty Return/Gate-In.
• Triangulation (Backhaul): 40% upon Exporter Loading and 50% upon Port Gate-In.

2.3. Platform & Service Fees

For providing the matching and instruction software, KERI charges non-refundable 10% platform fees automatically deducted by the payment partner from the first milestone payout tranche:

• Standard Booking Fee: A flat fee of ₱150.00 per TEU.
• Triangulation Matching Fee: A 10% fee applied to successfully matched backhaul trips.

2.4. No Liability for Payment Failures

The Company is not responsible for technical network failures of our payment partners, bank clearing delays, or unauthorized use of payment channels.

3.1. "As Is" Basis

The App is provided "as is." We do not guarantee that the App will be 100% error-free or that a truck will always be available.

3.2. Cargo and Personal Injury

In no event shall KErI TECHNOLOGIES INC. be liable for:

• Loss, theft, or damage to any goods/cargo being transported.
• Traffic accidents, personal injury, or death occurring during a delivery.
• Any indirect or consequential damages (e.g., loss of business profit due to a late delivery).

3.3. Liability Cap

If the Company is found liable for any reason, our total liability is strictly limited to the Service Fee (Commission) collected by the Company for that specific transaction.

4.1. Consent

By using the App, users consent to the collection of personal data (Name, TIN, GPS Location) for the purpose of matching and security.

4.2. Third-Party Sharing

Users agree that their data will be shared with our BSP licensed payment partner for payment processing and KYC (Know Your Customer) verification as required by Philippine law.

5.1. Prohibited Items

Clients shall not use the service to transport illegal drugs, weapons, hazardous materials, or any items prohibited by Philippine law.

5.2. Verification

Clients are responsible for inspecting the truck and verifying the driver's identity before loading cargo.

6.1. Dispute Initiation

In the event a Client claims a milestone has not been met or a Service Provider (the "Trucker") claims a milestone has been completed but payment remains withheld, either party may initiate a dispute through the Platform's "Dispute Support" feature within forty-eight (48) hours from the time the milestone status was updated.

6.2. Suspension of Fund Release

Upon the filing of a formal dispute, KErI TECHNOLOGIES INC. shall issue an instruction to the payment processor (our BSP licensed payment partner) to suspend the release of the specific funds associated with the disputed milestone. Funds will remain in the secure digital hold of the payment processor until the dispute is resolved.

6.3. Internal Mediation

Both parties agree to undergo a mandatory internal mediation process facilitated by the Company. The Company will review evidence provided by both parties, including but not limited to:

• GPS tracking data and timestamps from the Platform;
• Proof of delivery (POD) documents and photos uploaded to the Platform;
• Communication logs within the Platform's messaging system.

6.4. Binding Determination

Users agree that the Company's determination regarding the completion of a milestone—based on the evidence available through the Platform—shall be final and binding for the purpose of instructing the Payment Processor to either release the funds to the Trucker or return them to the Client.

6.5. Limitation of Liability

Users acknowledge that KErI TECHNOLOGIES INC. is a technology intermediary and its role in dispute resolution is limited to facilitating a fair review based on available data. The Company shall not be liable for any indirect or consequential losses arising from the outcome of a dispute or the timing of fund releases by the Payment Processor.

6.6. Governing Law and Venue

This Agreement shall be governed by the laws of the Republic of the Philippines. Any legal action arising from unresolved disputes shall be filed exclusively in the proper courts of Silang, Cavite, to the exclusion of all other venues.

1. FUND ALLOCATION (SUB-LEDGER SYSTEM)

1.1. Payment Partner Escrow: To facilitate instant bookings, Clients fund their transactions via our BSP-licensed payment partner. These funds are held in a secure, third-party sub-ledger/escrow, not by KERI Technologies Inc.

1.2. Booking Commitments: Upon accepting a booking, the total hauling amount is earmarked within the payment partner's system. Funds are strictly released based on validated logistics milestones.

2. CANCELLATION & DISPUTE RESOLUTION (BSP Circular 1048 Compliant)

2.1. Pre-Dispatch Cancellation: If a Client cancels a booking before a Service Provider is dispatched, the payment partner will release the earmarked funds back to the Client's original funding source.

2.2. Post-Dispatch / Dead-Leg Cancellation: If a Client cancels after a Service Provider has been dispatched, a Cancellation Fee may be deducted and routed to the Service Provider to compensate for fuel and time. The balance will be refunded to the Client.

2.3. Milestone Disputes (24-Hour Rule): If a Client disputes a completed milestone (e.g., claiming damaged cargo upon delivery), they must click "Reject" on the platform. This immediately pauses the subsequent fund release and opens a mandatory 24-hour internal mediation window. During this 24-hour period, KERI will review GPS telemetry and timestamped documentation to issue a binding instruction to the payment partner to either release or refund the disputed tranche.