Meridian Platform Agreement

Version 0.1 · Draft under legal review · the terms in use on Meridian from 23 October 2026

1. Who you are agreeing with

This agreement is between you and PULSS Digital Ltd, a company registered in England and Wales, which operates the Meridian Fuel platform ("Meridian", "we", "us").

We may transfer this agreement, in whole, to a Zimbabwean company in the same group when one is established. If we do, we will tell you in advance, the terms will not change as a result of the transfer, and you do not need to sign anything again. Your rights against us are not reduced by the transfer.

You may not transfer your rights or obligations under this agreement to anyone else without our written agreement.

2. Who may use Meridian

Meridian is a business-to-business platform. To hold an account as a buyer, supplier or transporter you must be:

• a company or other registered entity, in good standing, with a registration number we can verify; and
• represented by someone with authority to bind that entity.

By accepting this agreement you confirm you have that authority. If you accept it on behalf of an entity, "you" means that entity.

Drivers do not hold their own commercial accounts. A driver uses the Meridian driver application under the account of the transporter or supplier who employs or engages them, and that employer remains responsible for what the driver does on the platform.

3. What Meridian does

We think it is worth being exact about this, because the rest of the agreement depends on it.

Meridian is a transaction platform. It is more than a listing board and less than a party to your trade. Specifically, we:

• list fuel offered by suppliers, with their prices and stock;
• route orders from buyers to suppliers, and assign transport — including automatically, under rules the supplier configures;
• calculate and publish haulage rates by distance and lane;
• record measurements at loading and at delivery — dip readings, meter readings, temperature, seal numbers, photographs and signatures;
• produce documents from those records: delivery notes and invoices;
• screen every counterparty against international sanctions and debarment lists, and prevent transactions where a screening is missing, stale or unresolved; and
• charge a subscription for the above, as set out in section 6.

4. What Meridian does not do

We do not handle your money. Meridian does not process, receive, hold, transmit or escrow payments. When you buy fuel you pay the supplier directly, by whatever means the two of you agree. We never have your funds and cannot return, release, reverse or freeze them, because we never held them.

We do not own, store, handle or transport fuel. At no point does Meridian take title to, possession of, or custody of any petroleum product. We do not own tankers, we do not employ drivers, and we do not operate depots.

We are not your agent. Meridian does not act as agent, broker or representative for any buyer, supplier or transporter, and cannot enter into commitments on your behalf.

We do not guarantee anyone. We do not warrant the solvency, honesty, capability, licensing or performance of any other platform user, nor the quantity, quality, specification or fitness of any fuel. Our verification and screening checks are described in section 10 and are exactly what they say they are — checks, not guarantees.

5. The contracts that actually matter

Three separate contracts sit underneath every delivery, and Meridian is a party to none of them:

| Contract | Between | Meridian's role |
| --- | --- | --- |
| Sale of fuel | Buyer and supplier | We record it |
| Carriage | Supplier and transporter | We introduce and route it |
| Employment of the driver | Transporter (or supplier) and driver | None |

The commercial terms of those contracts — price, payment timing, credit, specification, delivery obligations, remedies for late or short delivery — are yours to agree. Anything Meridian displays about them is a record of what you told us, not a term we set.

If a supplier does not deliver, or a buyer does not pay, or a transporter loses a load, that is a dispute between those parties. We will provide the records we hold to help resolve it, and section 9 explains what those records do and do not establish.

6. Subscription

Meridian charges every business account — supplier, buyer and transporter — a monthly subscription for its use of the platform. We take no commission, cut or per-litre fee on fuel sales or on haulage. What you pay us does not change with the price of fuel or the value of a load.

Your plan follows your volume. Each role has three plan sizes. The size you are on is set by the litres that moved through Meridian in your name over the three whole months before the current one: litres you invoiced as a supplier, carried as a transporter, or took delivery of as a buyer. A new account states its expected size when it joins and is measured from its third month. A plan moves up after two months above its band and down after three months below, never part-way through a month, and the invoice before the change says so. The bands and prices for your role are published on your plan page and may differ by role; a role's smallest size may be free. Drivers pay nothing. A company that holds more than one role pays for the highest.

Invoices. We issue your invoice on the first day of each month, for that month, and it is due by the fifteenth. If the law of your country requires you to withhold tax from a payment to us, you may pay the net amount provided you send us the withholding certificate within thirty days; the certificate settles the part you withheld. Value-added tax is added only where the law requires it.

Changes. We will give at least 30 days' notice before any change to the bands or prices takes effect, on your plan page and by email. A change applies from the first invoice after the notice period. If you do not accept it you may close your account before it applies.

Late payment. If an invoice is thirty days past its due date we may restrict your account until it is paid: a buyer cannot place orders, a transporter cannot quote for or take jobs, and a supplier cannot take new orders. We warn you seven days before the restriction starts, and it lifts as soon as your payment is confirmed. Your records of past deliveries stay available to you throughout.

Pilot periods. We may waive or reduce the subscription for a period we announce. A waiver ends on the date shown on your plan page, and nothing is charged for any period before that date.

Our subscription is separate from, and unaffected by, whether you were paid by the other party to your trade.

7. Payment records are not proof of payment

Meridian shows a record of payments claimed, confirmed and outstanding. That record is built entirely from what you and your counterparty tell us.

A payment marked as received on Meridian is a statement by the supplier that they received it. It is not our confirmation, and it is not evidence that any money moved. If the record and your bank statement disagree, your bank statement is right.

8. Your obligations

You agree that you will:

• hold the licences your activity requires, including any licence required under the Petroleum Act [Chapter 13:22] or by the Zimbabwe Energy Regulatory Authority, and keep them current. We may ask for evidence and may suspend your account if you cannot produce it;
• give us accurate information about your business, your directors, your beneficial owners, your vehicles and your fuel, and correct it when it changes;
• comply with the law, including road traffic, dangerous goods, environmental, tax and customs requirements;
• not use Meridian to launder money, evade sanctions, evade tax, or move fuel unlawfully;
• keep your access secure, and tell us promptly if you think someone else has gained access to your account. You are responsible for what happens under your account until you tell us;
• not misrepresent your fuel — specification, blend, volume or origin — or another party's conduct; and
• not attempt to interfere with the platform, extract its data in bulk, or reverse-engineer how it works.

9. Measurement records and fault attribution

This section matters more than any other. Read it.

Meridian records volumes at loading and at delivery, applies temperature correction to standard litres where a temperature was captured, and compares the two. Where a difference falls outside a published tolerance we will indicate which stage of the movement the difference appears to have arisen at, and may suggest which party it is attributable to.

That indication is evidence and opinion. It is not a determination, it is not an award, and it does not bind you.

Specifically:

• it does not decide who owes whom anything;
• it does not vary the contracts described in section 5;
• neither party loses any right by it, and either party may reach a different conclusion and pursue it;
• we make no representation that it is correct, and we are not acting as an expert, arbitrator, adjudicator or valuer in producing it.

Measurement in fuel logistics is imprecise. Dip readings, meter readings, tank calibration charts and temperature readings all carry error, and a genuine difference can arise from causes no measurement can distinguish. Our records narrow the question. They do not close it.

You agree that any claim about a shortage, a loss or a contamination lies against your counterparty and not against Meridian, and that our records are available to both of you as evidence in resolving it.

10. Screening, verification and suspension

We screen every counterparty, and the people behind them, against international sanctions and debarment lists, and we re-check periodically. We may:

• refuse or suspend an account;
• prevent a delivery from being dispatched; or
• decline to act,

where a screening is unresolved, out of date, or has produced a result we are still assessing, or where we reasonably believe continuing would breach sanctions or any other law.

We will not be liable to you for loss arising from a suspension or refusal made in good faith under this section, including where the underlying match later proves to be a different person. This is a deliberate choice: the alternative is that we let a delivery through while unsure, and one delivery to a sanctioned party is not a risk any of us can absorb.

Our checks confirm what a document or a list said on a given day. They are not a warranty that a counterparty is honest, solvent or capable.

11. Documents we generate

Delivery notes, invoices and reports produced on Meridian are generated from data you and your counterparty enter. You remain responsible for their accuracy and for your own tax and regulatory obligations, including anything required by ZIMRA. Meridian does not provide tax, accounting, legal or regulatory advice, and producing a document on the platform is not fiscalisation.

12. Your information

We collect and process information about you, your business, your people and your deliveries in order to run the platform, as described in our Privacy Notice. We handle it in accordance with the Cyber and Data Protection Act [Chapter 12:07].

Two things worth stating here rather than burying in the Privacy Notice:

• We keep KYC and screening records for at least five years, including after you close your account. We are not able to delete them on request during that period, because a compliance record that can be erased is not a compliance record.
• Your deliveries generate records that the other party can see, including measurements, photographs, timings and locations captured by the driver. That is the point of the platform.

13. Availability

We aim to keep Meridian available and will tell you about planned maintenance where we can. We do not promise uninterrupted or error-free service, and we do not guarantee any level of availability.

The driver application is designed to keep working without a network connection and to synchronise later. Records captured offline may not appear to other parties immediately.

14. Liability

Nothing in this agreement excludes or limits our liability for:

• fraud or fraudulent misrepresentation;
• death or personal injury caused by our negligence;
• gross negligence or wilful misconduct; or
• anything that cannot lawfully be excluded or limited, including any right you have under the Consumer Protection Act [Chapter 14:44] or any other applicable law.

Subject to that:

(a) We are not liable for the acts of other users. We are not liable for any loss arising from another user's failure to pay, failure to deliver, late delivery, short delivery, contaminated or off-specification fuel, damage to property, or breach of their contract with you.

(b) We are not liable for your money. Because we never receive, hold or transmit payments, we are not liable for any payment you make or fail to receive, however it went wrong.

(c) We are not liable for fuel. Because we never take title to, possession of or custody of fuel, we are not liable for its loss, theft, shortage, contamination, degradation or destruction at any point.

(d) We do not accept liability for indirect loss. We are not liable for loss of profit, loss of revenue, loss of contracts, loss of anticipated savings, business interruption, or any indirect or consequential loss, in each case however caused.

(e) Our total liability is capped. Our total liability to you for all claims arising in any twelve-month period, whether in contract, delict, or otherwise, is limited to the greater of:

• the subscription you paid us in that period; or
• USD 1,000.

We consider that cap reasonable because our subscription is a small fixed monthly amount while the value of the fuel moving is many orders of magnitude larger, and because the risks in the trade itself sit with the parties who own, sell, carry and buy the fuel — not with the platform that records the movement. If you need cover proportionate to the value of your cargo, that is what insurance is for, and section 15 requires it.

15. Insurance

If you transport fuel using Meridian, you must hold and maintain goods-in-transit and third-party liability insurance appropriate to the value of the loads you carry, and produce evidence on request. Suppliers and buyers should carry insurance appropriate to their own exposure.

16. Indemnity

You will indemnify us against any claim brought against us by a third party, and any loss, fine or reasonable legal cost we incur, arising from:

• your breach of this agreement;
• your breach of any law or licence condition;
• fuel you sold, bought, carried or handled; or
• information you gave us that was untrue or incomplete.

This does not apply to the extent the claim arises from our own fraud, gross negligence or wilful misconduct.

17. Suspending or closing accounts

We may suspend or close your account if you breach this agreement, if we are required to by law, if screening is unresolved (section 10), or if we reasonably believe your continued use presents a legal or safety risk. Where circumstances allow, we will tell you why and give you a chance to put it right.

You may close your account at any time. Closure does not affect obligations already incurred — deliveries in progress, subscription owed, or records we must retain.

18. Changes to this agreement

We may change this agreement. We will give at least 30 days' notice of any change that materially affects your rights or obligations, and you will be asked to accept the new version. If you do not accept it, you may close your account before it takes effect. Continuing to use Meridian after the notice period means you accept the change.

Changes required to comply with the law may take effect sooner where we have no choice.

19. Disputes

Between users. Disputes about fuel, payment, carriage or performance are between the parties to those contracts. We will make our records available to both sides. Meridian's dispute tools are a place to exchange evidence, not a tribunal, and using them does not affect your legal rights.

With Meridian. If you have a dispute with us, contact us first and we will try to resolve it within 30 days. If we cannot, either of us may take it further under section 20.

20. Governing law

This agreement is governed by the law of Zimbabwe, and the courts of Zimbabwe have jurisdiction over any dispute arising from it.

Where Zimbabwean law gives you rights that this agreement does not match, those rights prevail and the rest of this agreement continues to apply.

21. General

Severability. If any part of this agreement is found to be unenforceable, the rest continues to apply, and the unenforceable part is treated as modified to the minimum extent needed to make it enforceable.

Entire agreement. This agreement, with the documents it refers to, is the whole agreement between us about the platform. It does not affect the contracts you make with other users.

No waiver. If we do not enforce a term, that is not a waiver of it.

Notices. We will contact you through the platform or by the email address on your account. Keep it current.

Language. This agreement is written in English.

Schedule A — Terms we draw specifically to your attention

*Section 43 of the Consumer Protection Act requires that terms limiting risk or liability, assuming risk, or requiring indemnity be drawn conspicuously to attention before agreement, in plain language, and separately assented to. These are those terms. They are repeated here so that no one can say they were buried.*

1. Meridian never handles your money. If you pay and receive nothing, your claim is against the party you paid. We cannot recover it for you. *(sections 4, 7, 14(b))*

2. Meridian never holds your fuel. If fuel is lost, stolen, short or contaminated, your claim is against the supplier or the transporter. *(sections 4, 14(c))*

3. Our shortage findings do not bind anyone. They are evidence, not a ruling, and we do not warrant them. *(section 9)*

4. We may suspend you over a sanctions screening, and are not liable for the consequences even if the match later proves to be someone else. *(section 10)*

5. Our total liability is capped at the greater of the subscription you paid us in twelve months or USD 1,000. *(section 14(e))*

6. You indemnify us for claims arising from your breach, your fuel or your information. *(section 16)*

7. We keep your KYC and screening records for five years and cannot delete them on request during that period. *(section 12)*