Overeenkomst van Opdracht · Legal Document

Service Agreement

Shekhinah Tours B.V. (“Zeli”) × Driver / Independent Contractor

Governing Law

Bonaire, Caribbean Netherlands (BES)

Type

Independent Contractor Agreement

Version

1.0 — 2026

The Undersigned

Shekhinah Tours B.V., doing business as “Zeli”, a private limited liability company incorporated under the laws of the Caribbean Netherlands, established in Bonaire, registered with the Chamber of Commerce (KvK), legally represented herein by its General Manager, hereinafter referred to as the “Company” or “Zeli”;

AND

[Driver's Full Name], born on [Date of Birth], residing at [Driver's Address, Bonaire], holder of a valid Bonaire driving license number [License Number] and CRIB number [CRIB Number], hereinafter referred to as the “Contractor”.

The Company and the Contractor are collectively referred to as the “Parties” and individually as a “Party.”

Whereas

  • The Company operates a digital platform under the trade name "Zeli" that connects passengers and customers requiring transport or delivery services with independent transport operators;
  • The Company holds a valid passenger transport/taxi permit issued by the local government of Bonaire (Openbaar Lichaam Bonaire);
  • The Contractor wishes to operate as an independent transport provider using the Zeli platform;
  • The Parties explicitly wish to enter into an agreement of services (Overeenkomst van Opdracht) within the meaning of Article 7:400 of the Civil Code of the BES Islands (Burgerlijk Wetboek BES), and explicitly do NOT intend to establish an employment contract (Arbeidsovereenkomst).

Now, Therefore, It Is Agreed as Follows

Art. 1Nature of the Relationship & Independence

1.1
The Contractor shall perform services for the Company strictly as an independent contractor.
1.2
The Contractor is completely free to determine their own working hours, days, and schedule. There is no minimum hour requirement. The Contractor connects to the Zeli digital application at their own sole discretion.
1.3
The Contractor has the absolute right to accept or refuse any transport or delivery request forwarded via the Zeli platform without any penalty, disciplinary action, or negative consequence.
1.4
There is no relationship of authority, hierarchy, or subordination between the Company and the Contractor.

Art. 2Scope of Services & Permit Use

2.1
The Contractor will provide on-demand passenger transport (taxi) and/or courier delivery services to users of the Zeli platform.
2.2
The Company grants the Contractor the non-exclusive right to operate under the transport permit held by Shekhinah Tours B.V. strictly for the duration of trips accepted and executed through the Zeli platform.
2.3
The Contractor agrees to strictly follow all local legal ordinances regarding passenger transport on Bonaire.

Art. 3Compensation & Financial Structure

3.1
The Contractor will not receive a fixed salary, hourly wage, or base payment.
3.2
Compensation is strictly transaction-based: the Contractor earns a share of each successfully completed ride or delivery, and the Company retains the remainder as a platform facilitation fee.
3.3
The applicable rates are set out in the individual agreement signed between the Company and the Contractor at engagement, and are visible to the Contractor in the Zeli app.
3.4
The Company will provide a weekly digital statement detailing completed trips and will transfer the accumulated funds to the Contractor's local bank account via direct bank transfer.

Art. 4Taxes and Social Security

4.1
Because this is not an employment contract, the Company will not withhold payroll tax (loonbelasting), healthcare premiums (Zorgverzekering), or any other social security contributions.
4.2
The Contractor is solely responsible for declaring their own income and paying all relevant income taxes (inkomstenbelasting) to the Belastingdienst Caribisch Nederland.
4.3
The Contractor explicitly waives any right to statutory employee benefits, including but not limited to: paid vacation days, holiday allowance (vakantiegeld), paid sick leave, or severance pay.

Art. 5Vehicle Provision & Maintenance

Option A — Driver's Own Vehicle (default)

The Contractor shall provide their own vehicle for the services. The Contractor is entirely responsible for all vehicle expenses, including fuel, maintenance, government inspections (keuring), and third-party commercial insurance.

Option B — Company Owned Vehicle (if applicable)

The Company may agree to provide the Contractor access to a registered transport vehicle owned by Shekhinah Tours B.V. In such case, the Contractor agrees to pay a vehicle usage fee, or accept an adjusted revenue split, to cover vehicle use, maintenance, and fleet insurance. The Contractor must return the vehicle in clean, operational condition. The applicable fee or split is set out in a separate written addendum signed by both Parties.

Art. 6Liability & Insurance

6.1
The Contractor is liable for any traffic violations, fines, or damage caused by reckless driving during the execution of the services.
6.2
The Company maintains general fleet liability insurance, but the Contractor must cooperate fully with all safety guidelines required by the insurer.

Art. 7Duration and Termination

7.1
This agreement is entered into for an indefinite period starting on [Start Date].
7.2
Either Party may terminate this agreement at any time, without stating a reason, with a written notice of [notice period] to the other party.
7.3
The Company reserves the right to immediately deactivate the Contractor's access to the Zeli app — with or without prior notice — in the event of gross misconduct, fraud, unsafe driving reported by platform users, or any confirmed violation of the Substance Use Policy set out in Article 10 of this agreement.

Art. 8Hours of Service & Fatigue Management

8.1
For the safety of passengers, the general public, and the Contractor themselves, no Contractor shall operate as an active driver on the Zeli platform for more than eight (8) hours within a single calendar day (00:00–23:59 local Bonaire time).
8.2
The Zeli platform enforces this limit automatically. Once a Contractor has accumulated eight (8) hours of online time in a calendar day, the system will force their status to offline. The Contractor will not be able to go online again until the next calendar day.
8.3
The Contractor acknowledges and accepts that this automated offline switch may occur mid-shift and agrees not to circumvent, contest, or attempt to bypass the system enforcement.
8.4
Daily online time is tracked cumulatively. Time spent online but not on an active ride still counts toward the daily limit. The limit resets automatically at midnight (00:00) Bonaire local time.
8.5
The Contractor is responsible for managing their own time to avoid being automatically taken offline at an inconvenient moment. Zeli shall bear no liability for income lost as a result of the automated daily limit enforcement.

Art. 9Substance Use Policy

9.1
The Contractor must be completely free of the influence of alcohol, narcotics, prescription medication that impairs driving ability, or any other impairing substance at all times while operating as an active driver on the Zeli platform.
9.2
The use, possession, or being under the influence of any such substance during working hours — meaning any period when the Contractor is shown as online in the Zeli system — is strictly prohibited and constitutes a serious breach of this agreement.
9.3
Should Zeli become aware — through passenger reports, law enforcement, or any other credible means — that a Contractor has violated this policy, the Company reserves the right to terminate this agreement immediately, with or without written notice, and without any obligation of compensation or severance.
9.4
Such termination shall be treated as termination for cause (ontbinding wegens wanprestatie) and the Contractor explicitly waives any claim to notice pay or damages arising from such termination.

Art. 10Food Delivery Safety & Thermal Bag Obligation

10.1
This article applies exclusively to the Contractor when performing courier delivery services through the Zeli platform. It does not apply to passenger transport (taxi) trips.
10.2
Thermal bag requirement. The Contractor is required to carry and use a clean, functional, Zeli-approved thermal insulated delivery bag for every food delivery order accepted through the platform. Use of an inadequate bag, an unclean bag, or no bag at all constitutes a material breach of this agreement.
10.3
Responsibility upon handoff. From the moment the Merchant physically transfers the order to the Contractor, the Contractor assumes full and sole responsibility for the safe, hygienic, and timely delivery of that order to the customer. This responsibility is non-delegable and cannot be transferred to any third party.
10.4
Required conduct during transit. The Contractor must:
  • Place the sealed order immediately into the thermal bag upon receipt from the Merchant;
  • Keep the thermal bag closed and upright throughout transit;
  • Not open, inspect, sample from, or tamper with sealed food packaging;
  • Not place food items on the floor, in the trunk without the bag, or in any area of the vehicle that is unsanitary or exposed to direct sunlight or extreme heat;
  • Not leave the order unattended in the vehicle or any other location during delivery;
  • Deliver the order directly to the customer or an authorised recipient at the confirmed address.
10.5
Temperature integrity. Hot food orders must be delivered hot and cold orders must be delivered cold. The thermal bag is the Contractor's primary tool for maintaining this. If the Contractor believes the food was improperly packaged by the Merchant and may already be unsafe at handoff, the Contractor must notify Zeli dispatch before proceeding with the delivery.
10.6
Liability for transit failures. If a customer complaint is verified as resulting from mishandling, contamination, tampering, or temperature failure occurring during courier transit, the Contractor acknowledges that Zeli may:
  • Deduct the value of any customer refund issued from the Contractor's earnings;
  • Temporarily suspend the Contractor's access to the platform pending investigation;
  • Terminate this agreement immediately for cause, with no notice period or compensation obligation, in cases of gross negligence or deliberate misconduct.
10.7
Food safety regulations. The Contractor acknowledges that food delivery in the Caribbean Netherlands is subject to applicable food safety transport requirements. The Contractor agrees to comply with all such requirements as they apply to the transportation of food items and to cooperate with any inspection or inquiry by a competent authority.

Art. 11Applicable Law

11.1
This agreement is governed exclusively by the laws of the Caribbean Netherlands (Bonaire). Any disputes that cannot be resolved amicably will be submitted to the Court of First Instance in Bonaire (Gerecht in Eerste Aanleg).

Signed in Duplicate on Bonaire

On this [day] day of [month], 2026.

For Shekhinah Tours B.V. (“Zeli”)

Name:

Signature

Title: General Manager

The Contractor (Driver)

Name: [Driver's Full Name]

Signature

This is the standard Zeli × Driver Service Agreement (Overeenkomst van Opdracht). Personalised contracts with specific driver details are generated by the Zeli Operations team and provided for signature before the driver begins operating on the platform. All agreements are governed by the laws of Bonaire, Caribbean Netherlands.

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