Transport Company Agreement

This Transport Company Agreement ("Agreement") is entered into between PRONTOMIGO S.R.L. ("ProntoMigo", "we", "us"), with registered office at Via Pola Interna n. 51, 41012 Carpi (MO), Italia, VAT 04273350365, and the transport company or authorised sole-trader business registered on the platform ("Transport Company", "you").

The person accepting confirms that they are an authorised representative able to bind the Transport Company. By checking the acceptance box and completing company onboarding, that representative confirms that the Transport Company has read, understood and agrees to this Agreement and incorporated service policies. The representative also acknowledges receipt of our Privacy Policy at https://www.prontomigo.com/privacy.

Every company administrator and driver must use an individual authenticated account. Acceptance for the company does not permit shared credentials. If the Transport Company does not agree, its users must not accept or perform transport jobs through the platform.

• Platform: the PRONTOMIGO S.R.L. website, provider applications, APIs and related operational systems.
• Transport job: a goods-transport request that ProntoMigo Operations may manually assign to one Transport Company.
• Company administrator: an individually authenticated member authorised to manage the company workspace and accept or decline commercial assignments.
• Driver: an individually authenticated, verified company member assigned with a company vehicle to execute a Transport job.
• Transport fare: the customer-facing transport charge saved in the Agreed quote.
• Platform commission: the net percentage and amount disclosed for the company assignment and saved with that quote, plus VAT on that commission. The current platform tariff defaults to 10% net commission plus 22% VAT on the commission, but the specific quote snapshot governs the job.
• Company payout: the Transport fare minus the snapshotted net Platform commission and VAT on that commission, payable to the accepted Transport Company's connected-recipient account subject to Section 7.
• Conto terzi: transport of goods on behalf of third parties under your own transport licence, with ProntoMigo acting as technology intermediary.
• Albo autotrasportatori: the national register of road haulage operators maintained under Italian law.
• REN: the National Road Haulage Register entry required for authorised operators where applicable.
• Agreed quote: the immutable price, tariff version, commission, commission VAT and company payout split confirmed to the customer and disclosed before company acceptance.

You operate as an independent transport company or sole trader, not as an employee, agent, franchisee or legal representative of ProntoMigo.

You perform conto terzi carriage of goods using your own vehicles, drivers and operational resources. ProntoMigo provides technology intermediation connecting you with customers and Merchants requiring van, truck, heavy-goods, inter-city or national transport.

You remain solely responsible for:

• valid transport authorisations, Albo registration and REN compliance;
• vehicle roadworthiness, driver qualifications, tachograph/driving-time compliance where applicable and commercial insurance;
• tax, invoicing, social security and employment obligations for your business, drivers and staff.

Nothing in this Agreement creates an employment relationship, partnership or joint venture between the parties.

To operate as a Trucker you must:

• be a duly registered business or authorised sole trader in Italy with capacity to perform conto terzi road haulage;
• hold valid enrolment in the Albo autotrasportatori di cose in conto terzi (or equivalent authorisation for your activity class);
• maintain an active REN entry where required and comply with updates, renewals and authority inspections;
• provide accurate company legal/tax and Albo details during company onboarding;
• provide each representative and driver personal codice fiscale as a validated structured value; ProntoMigo does not require an image of the tax-code card for this onboarding step;
• after approval, keep accurate operating-office, REN, fleet, vehicle-document, driver-contract, licence and insurance records in the company workspace;
• upload representative identity and Albo evidence reasonably required for ProntoMigo's company-onboarding review;
• as company administrator, record and attest the authenticity, validity and consistency of transport titles, vehicle registrations, insurance, driver identity, contracts, licences and qualifications before assigning the relevant driver or vehicle;
• complete identity, business and risk verification steps we reasonably require;
• complete Stripe Connect or another approved payout onboarding flow, including bank details such as IBAN/BIC where required by the payment provider.

ProntoMigo's admin team reviews the legal entity, authorised representative, primary operating office, Albo evidence, payout readiness and accepted commercial terms before company activation. Vehicles and drivers are added and attested by the company after approval; each must pass the applicable assignment checks before work. ProntoMigo retains read-only audit visibility and may request evidence or corrections, investigate safety or fraud concerns, and suspend operations where records are inaccurate, expired or legally insufficient. We may create or prepare the Stripe Connect onboarding workflow from the admin dashboard, but you must provide sensitive payout information only through Stripe or another approved secure flow unless we expressly provide a lawful alternative. We may verify your Albo and REN status and suspend or reject accounts that cannot demonstrate valid authorisation. You must notify us promptly of suspension, revocation, document expiry, payout-provider restriction or material change to your transport licence.

You must operate vans, light commercial vehicles, trucks or heavy goods vehicles approved for your partner profile, suitable for the goods categories and routes enabled for your account.

You warrant that each vehicle used for platform jobs:

• is registered and maintained in roadworthy condition;
• carries valid RC auto and commercial transport insurance appropriate for uso terzi carriage of third-party goods;
• complies with weight, dimension, load-securing, equipment, emission/zone and road-safety rules for the goods transported;
• displays or carries any legally required markings, transport documents, licences, waybills or proof of authorisation for your transport activity.

Drivers must hold valid driving licences, CQC/driver qualification where required, and comply with driving time, rest, tachograph and load-safety rules where applicable. ProntoMigo does not provide vehicle insurance; maintaining adequate cover is your exclusive obligation.

Transport jobs may include:

• delivery of bulky or heavy grocery, food-shop or merchant stock orders;
• furniture, appliances and large household purchases;
• small business freight, palletised goods, scheduled collections and multi-stop routes where enabled;
• inter-city or national transport across Italy where assigned to eligible vehicles and licences;
• other goods transport categories approved for your company and the agreed job.

Pricing is based on an Agreed quote. ProntoMigo Operations manually selects the Transport Company; there is no automatic transport-company or driver offer ranking. Operating offices, compliance, capacity and availability may support that human decision, but an operating office does not create a geographic service restriction and the company may accept suitable work nationwide. Your company administrator sees the route, cargo, schedule and snapshotted Company payout and may accept or decline. After acceptance, the administrator assigns one eligible named driver and one compatible company vehicle.

You must not perform jobs outside the agreed scope, weight limits, route or handling requirements without customer and platform confirmation. The booking confirmation, quote and platform job record may form part of legally required written transport documentation. You are responsible for safe loading, securing cargo, suitable equipment and delivery to the specified address, including floor carry only where expressly included.

7.1 Snapshotted commission. Before company acceptance, the assignment shows the Transport fare, net Platform commission, 22% VAT on that commission and Company payout as separate immutable amounts. The current default net commission is 10% of eligible company transport earnings, excluding documented pass-throughs, but Admin may publish a different transport tariff prospectively. The accepted quote and commercial-assignment snapshot govern that job and cannot be changed retroactively.

7.2 Company payout. For a completed job, the Transport Company is entitled to the snapshotted Company payout after the net commission and its VAT. If a customer cancellation before loading has a disclosed fee that is actually captured from an authorised card, the company is entitled only to the company share of that captured fee after the same snapshotted net commission and commission VAT; no cancellation payout arises from an expired or otherwise uncapturable hold. Payouts go to the company's connected-recipient account, never to the assigned driver's personal account. The Transport Company is solely responsible for wages or subcontractor payments to its drivers. Stripe processing cost is borne by the platform under the current tariff model and is not an additional deduction. Lawful refunds, chargebacks, reversals, provider restrictions and reasoned incident holds may delay or offset settlement.

7.3 Scope changes. Address, route, waiting, handling or cargo changes require a new platform quote or expressly confirmed adjustment; they do not silently rewrite an accepted snapshot.

7.4 Invoicing. The Transport Company is responsible for compliant invoices or receipts according to applicable fiscal and transport-document rules.

7.5 Payment flow. ProntoMigo creates the customer platform PaymentIntent. After PIN-verified completion, or after a customer-confirmed cancellation fee is captured, and subject to settlement checks, ProntoMigo initiates a separate transfer to the Transport Company's Stripe connected-recipient account. Keep company bank and tax details accurate and provide sensitive credentials only through approved secure flows.

You are solely responsible for all tax and social security obligations arising from your transport activity, including:

• IVA on transport services and correct VAT treatment on invoices;
• IRPEF or IRES and related direct taxes on business income;
• INPS and employer contributions for your drivers and staff;
• compliance with DAC7 platform reporting — we may report your platform earnings and identifying data to the Italian Revenue Agency as required by EU and national law.

You must provide accurate fiscal identifiers and cooperate with information requests. We do not provide tax advice; consult a qualified commercialista.

You must maintain professional transport standards at all times:

• comply with the Codice della Strada, load securing, driving/rest-time, tachograph and workplace-safety rules where applicable;
• assign only verified drivers and compliant company vehicles;
• require the active assigned driver to capture a loading photo of the loaded cargo before departure and an unloading photo of the unloaded cargo at destination;
• require that same driver to obtain the customer's three-digit delivery PIN and submit it through their own account to complete delivery;
• never request or expose the PIN through company-admin views, messages or shared credentials;
• refuse unsafe, undeclared dangerous, overloaded or legally non-compliant loads and promptly report incidents to info@prontomigo.com.

Driver/vehicle reassignment after loading requires the exceptional handover workflow and ProntoMigo Operations approval; the replacement driver must capture new loading evidence. Repeated safety violations, uninsured operation or REN/Albo non-compliance may result in immediate suspension.

You may receive personal data about customers, senders and recipients (names, addresses, phone numbers, delivery instructions, proof-of-delivery details) solely to perform accepted Transport jobs.

You must:

• use data only for transport, customer contact related to the job and legally required records;
• not use customer lists for unrelated marketing without a separate lawful basis;
• protect data with appropriate organisational and technical measures;
• limit access to authorised drivers and staff bound by confidentiality duties.

While the account is active, authorised users can access their own profile, eligibility, job, quote, earnings, payout and support information through the provider applications and may request an export where the interface does not provide one. Customer data is not supplied as a marketing list.

Our Privacy Policy explains ProntoMigo's processing. Where you act as an independent data controller for your own transport records, you remain responsible for GDPR compliance.

You must not:

• operate without valid Albo, REN where required, conto terzi eligibility or insurance coverage;
• subcontract platform jobs to unverified third parties without our prior approval and without ensuring the sub-carrier holds all required titles;
• manipulate quotes, fake jobs or GPS tracking;
• harass customers, Merchants or platform staff;
• solicit customers to bypass the platform for transport originating through ProntoMigo;
• transport illegal, stolen, counterfeit, undeclared dangerous, prohibited, cash-equivalent or restricted goods outside the approved service flow;
• share account access with unauthorised persons or use unregistered vehicles on platform jobs.

We may investigate, suspend accounts and report serious violations to transport authorities and law enforcement.

You may stop using the platform by closing your trucker account, subject to completion of accepted Transport jobs and settlement of amounts due.

We may suspend or terminate your account for material breach, expired authorisations, fraud, safety risks, legal compulsion, Stripe Connect/payment-provider restriction or repeated service failures. Urgent safety, fraud or legal restrictions may take effect immediately.

Where reasonable and legally possible, we will provide the factual reasons, notice and an opportunity to remedy non-material breaches. Where Regulation (EU) 2019/1150 applies to your relationship with ProntoMigo, termination of the whole intermediation service is notified with reasons at least 30 days before it takes effect, subject to its legal/regulatory, imperative-ground and repeated-breach exceptions. You may challenge a suspension, termination or material restriction by contacting info@prontomigo.com with supporting evidence.

Upon termination:

• your profile will be removed from customer booking channels;
• pending payouts will be processed subject to refunds, chargebacks, payment-provider restrictions and lawful holds;
• confidentiality and data protection obligations survive.

To the maximum extent permitted by applicable law, ProntoMigo is not liable for indirect, consequential or punitive damages arising from your transport operations.

You are responsible for claims arising from your vehicles, drivers, cargo damage, delays, regulatory non-compliance or breach of this Agreement. You agree to indemnify ProntoMigo against losses, fines, authority penalties and reasonable legal costs resulting from such claims, except to the extent caused by our wilful misconduct, gross negligence or liability that cannot lawfully be excluded.

Nothing limits liability that cannot be excluded under mandatory Italian law, including death or personal injury caused by negligence.

We may update this Agreement or the transport tariff for legal, security, operational or commercial reasons. Material changes are notified through the partner app, email or dashboard with reasonable advance notice and apply only to company assignments accepted after the effective date. An accepted job retains its quote and settlement snapshot.

Where Regulation (EU) 2019/1150 applies, proposed changes are provided on a durable medium at least 15 days before they take effect, with a longer period where proportionate technical or commercial adaptation is required, subject to the Regulation's legal/regulatory and urgent security/fraud exceptions. Where express acceptance is required, we will request it. If you do not agree with a prospective change, you may stop accepting new Transport jobs and close the account after existing jobs and amounts are resolved.

This Agreement is governed by Italian law. The courts of Modena have exclusive jurisdiction for B2B disputes, subject to mandatory jurisdiction rules.

Official notices: info@prontomigo.com, 059 3970958, prontomigo@pec.it (PEC). Trucker support: info@prontomigo.com.