Carrier Network Participation Agreement

1. Parties

This agreement is made between Ship Sherpa Limited and the independent courier, fleet operator, subcontract carrier or transport business accessing the Platform. By registering, accessing the Platform or accepting Assignments, the Operator agrees to these terms.

2. Purpose of the Platform

ShipSherpa operates a technology marketplace connecting Customers with independent transport providers for same-day, scheduled, return, multi-drop and specialist delivery services.

3. Definitions

Assignment means any delivery or transport task made available through the Platform.

Customer means any person or organisation requesting services.

Goods means any parcel, package, pallet, freight or item transported.

Platform means ShipSherpa software, apps, dashboards and APIs.

4. Marketplace Status and Technology Role

ShipSherpa provides marketplace technology and workflow services only unless expressly agreed otherwise in writing. ShipSherpa does not normally take possession of Goods and is not generally the carrier-of-record.

5. Independent Contractor Status

Operators act as independent businesses. Nothing in this agreement creates employment, worker status, partnership, agency or exclusivity.

6. Registration and Eligibility

Operators must complete onboarding checks and provide accurate identity, licensing, insurance, banking and vehicle information.

7. Driver and Vehicle Standards

All vehicles must be roadworthy, legally compliant, insured and suitable for the Assignment. Drivers must hold valid licences and legal working status.

8. Insurance Requirements

Operators must maintain appropriate motor, hire and reward, goods in transit and public liability insurance at all times.

9. Assignment Availability and Acceptance

Operators remain free to accept, reject or ignore Assignments. Acceptance creates obligations only for that specific Assignment.

10. Service Standards

Operators must perform Assignments professionally, lawfully and safely while complying with reasonable customer instructions.

11. POD and Tracking

Operators must provide accurate proof of delivery and collection records. False or manipulated POD constitutes a serious breach.

12. Goods Handling

Operators are responsible for the safe custody, loading, transport and delivery of Goods from collection until lawful delivery.

13. Restricted and Dangerous Goods

Operators must not knowingly carry prohibited or dangerous Goods without lawful authority, specialist training and proper insurance.

14. High-Value and Specialist Goods

ShipSherpa may impose additional controls for luxury, pharmaceutical, confidential or high-value cargo.

15. Delays, Incidents and Escalations

Operators must promptly report delays, breakdowns, accidents, failed deliveries, thefts or damaged Goods.

16. Claims Procedure

Claims relating to loss, damage or service failures must be supported by evidence reasonably requested by ShipSherpa. Operators must cooperate with investigations and insurer requests.

17. Payment and Reconciliation

Assignment payments may be subject to POD verification, fraud checks, dispute resolution and reconciliation procedures.

18. Additional Charges

Additional charges such as waiting time, tolls, parking or return journeys require approval or must be expressly permitted within the Assignment.

19. Fraud Prevention and Investigations

ShipSherpa may investigate suspicious activity, GPS anomalies, false POD, account misuse or payment irregularities.

20. Audit Rights

ShipSherpa may request records reasonably required to verify insurance, licensing, compliance, POD integrity or lawful operation.

21. Data Protection

Both parties must comply with UK GDPR and applicable data protection law. Customer data may only be used for Assignment completion.

22. Confidentiality

Operators must keep confidential all non-public customer, pricing, operational and commercial information.

23. Non-Circumvention

Operators must not knowingly use ShipSherpa introductions to bypass the Platform for direct competing work.

24. Intellectual Property

All Platform technology, workflows, branding and software remain the property of ShipSherpa or its licensors.

25. Operational Policies and Platform Rules

ShipSherpa may maintain separate operational standards, prohibited goods schedules, onboarding policies and vehicle requirements.

26. Platform Availability

ShipSherpa does not guarantee uninterrupted Platform availability and may perform maintenance, upgrades or operational changes.

27. Suspension and Termination

ShipSherpa may suspend or remove access where reasonably necessary to protect customers, safety, compliance, payment integrity or platform trust.

28. Liability and Indemnities

Operators remain responsible for losses arising from negligence, misconduct, unlawful activity or breach of this agreement.

29. Force Majeure

Neither party shall be liable for delays or failures caused by events outside reasonable control including severe weather, cyber attacks or civil disruption.

30. Modern Slavery and Ethical Compliance

Operators must comply with anti-slavery, anti-bribery and lawful labour obligations.

31. Health and Safety Cooperation

Operators must report unsafe conditions, cooperate with investigations and comply with applicable health and safety laws.

32. Electronic Acceptance

Account creation, digital acceptance and continued Platform use constitute legally binding acceptance of this agreement.

33. Notices

ShipSherpa may provide notices through email, dashboard alerts or Platform communications.

34. Mediation and Dispute Resolution

The parties should attempt good-faith resolution and mediation before commencing formal litigation where appropriate.

35. Entire Agreement

This agreement constitutes the entire agreement between the parties relating to Platform participation.

36. Severability

If any provision is found unenforceable, the remaining provisions shall remain in effect.

37. Assignment and Transfer

ShipSherpa may assign this agreement during a restructure, acquisition or business transfer. Operators may not assign rights without consent.

38. Governing Law

This agreement is governed by the laws of England and Wales and subject to the exclusive jurisdiction of the courts of England and Wales.

Operator Confirmation

By registering, accessing the Platform, accepting Assignments or continuing to use ShipSherpa, the Operator confirms acceptance of these terms and acknowledges participation as an independent business.