Customer Booking, Dispatch and Marketplace Terms

1. Contract Structure and Scope

These Terms govern the use of the Ship Sherpa platform and all quoting, booking, dispatch, monitoring and related logistics workflows made available through it.

They apply to all activity conducted through or derived from the platform, including:

  • quotes
  • same-day bookings
  • scheduled movements
  • dedicated vehicle reservations
  • multi-drop routes
  • returns
  • overflow logistics
  • ecommerce dispatch
  • API-originated bookings
  • enterprise bookings
  • freight and future multimodal workflows where enabled

These Terms bind any person or organisation using the platform as a customer, including business customers, enterprise users, merchants, warehouse teams, procurement users, consumers, guest users and any authorised person acting through a customer account.

By creating an account, submitting a booking, requesting a quote, using guest checkout, enabling API connectivity, inviting users to an account, or otherwise using the platform, the customer agrees to these Terms.

2. The ShipSherpa Marketplace Model

Ship Sherpa Limited operates a technology-enabled logistics marketplace and dispatch layer.

Unless ShipSherpa expressly agrees otherwise in writing for a specific managed solution, ShipSherpa's role is limited to:

  • providing booking and dispatch software
  • surfacing pricing
  • enabling route allocation
  • facilitating customer-to-carrier matching
  • supporting tracking visibility
  • recording POD and route evidence
  • supporting payment collection and settlement
  • operating workflow, fraud and platform integrity controls

ShipSherpa is not, by default, the physical carrier, haulier, freight operator, warehouse operator or bailee of the goods.

Unless expressly stated otherwise in writing, the physical carriage of goods is performed by the accepted independent driver, fleet operator, transport provider or carrier allocated through the platform.

3. Who the Customer Contracts With

The customer contracts with ShipSherpa for use of the platform, platform-enabled dispatch services and related workflow tools.

Where a booking is accepted for physical fulfilment, the customer also acknowledges that the transport movement itself is carried out by the accepted driver, fleet operator or other transport provider.

Nothing in these Terms should be interpreted as making ShipSherpa the principal carrier for every booking unless that position is expressly agreed in writing for the relevant service.

4. Accounts, Teams and Internal Authority

A customer may operate through an individual account, a business master account, an enterprise account or guest checkout.

Where a customer account permits multiple users, the account holder may invite staff, warehouse teams, dispatchers, buyers or other authorised users.

The account holder is responsible for:

  • all bookings made through the account
  • all use of the account by invited or authorised users
  • all payment obligations
  • all cancellation charges
  • all additional charges
  • all internal approval failures
  • all purchase order, authority or workflow errors inside the customer's organisation

ShipSherpa is entitled to rely on actions taken through the customer account as authorised by the customer.

5. Quote Logic, Booking Formation and Dispatch Confirmation

Any quote generated through the platform is based on information provided by the customer and on the pricing logic active at the time of quotation.

Quoting inputs may include:

  • addresses
  • postcode data
  • stop count
  • dimensions
  • weight
  • goods description
  • urgency
  • declared value
  • vehicle type
  • handling requirements
  • access restrictions
  • waiting expectations
  • service window
  • specialist requirements
  • route conditions

A quote is indicative until the booking is submitted and the platform confirms that the booking has been accepted for dispatch.

A booking becomes binding only when:

  1. the customer has submitted the booking through an approved route;
  2. a driver, fleet operator or other transport resource has accepted or been allocated to it; and
  3. the platform confirms dispatch or equivalent booking activation.

ShipSherpa may decline, hold, reprice or refuse a booking before dispatch where booking data is incomplete, suspicious, inaccurate or commercially unworkable.

6. Customer Warranty as to Booking Accuracy

The customer warrants that all information provided in connection with a booking is complete, accurate and not misleading.

The customer is responsible for ensuring the accuracy of:

  • collection and delivery addresses
  • access instructions
  • site contacts
  • item count
  • dimensions
  • weight
  • goods description
  • special handling requirements
  • timing requirements
  • vehicle suitability assumptions
  • declared value
  • legal status of the goods
  • any requirement for additional labour or equipment

The customer bears all cost, delay, failed dispatch risk and loss arising from incorrect or incomplete booking information.

7. Goods Readiness, Packaging and Shipment Legality

The customer must ensure that goods tendered for collection are:

  • properly packed
  • safely loadable
  • correctly labelled
  • lawfully transportable
  • accurately described
  • ready for immediate collection at the booked time
  • fit for the service booked
  • capable of being handled by the vehicle and service type requested

The customer remains responsible for the sufficiency of packaging and for ensuring that the goods are suitable for the requested transport method.

Declared value may be used by ShipSherpa for risk filtering, insurance-routing logic, carrier matching, fraud controls and service eligibility, but a declared value does not itself amount to an agreement by ShipSherpa to insure or assume liability for the full amount declared.

8. Restricted and Prohibited Goods

The customer must not submit for transport any prohibited or restricted goods unless:

  1. the item is lawful to transport;
  2. ShipSherpa has been contacted in advance; and
  3. written approval has been obtained for the specific booking or category of goods.

Without limitation, prohibited or restricted goods may include:

  • hazardous, dangerous or ADR goods
  • firearms, ammunition, replicas and explosives
  • fireworks
  • flammable goods
  • infectious or biological substances
  • controlled medication
  • illegal drugs and narcotics
  • currency and payment devices
  • fine art
  • antiques
  • jewellery and watches
  • temperature-sensitive goods unless the correct service is expressly booked
  • perishable goods including hot food
  • human remains or ashes
  • live or dead animals
  • knives and bladed items
  • ivory
  • counterfeit goods
  • any item described as unknown
  • any other goods requiring specialist approval or regulation

The list above is non-exhaustive.

If the customer breaches this section, the customer is responsible for all resulting loss, delay, seizure, damage, claims, fines, regulatory action and legal costs.

ShipSherpa or the accepted carrier may refuse collection, halt transit or isolate the shipment where prohibited or suspicious goods are suspected.

9. Special Handling and Service Scope

The customer must disclose at the time of booking any requirement for:

  • loading or unloading assistance
  • handballing
  • pallet split-down
  • driver's mate support
  • upper-floor delivery
  • white glove handling
  • installation
  • timed paperwork
  • site induction complexity
  • security procedures
  • specialist vehicle or equipment needs

The quoted price is based only on the service scope declared at booking.

If the actual collection or delivery requires additional handling, labour, time, equipment or non-standard support, additional charges may apply under the relevant ShipSherpa pricing schedule.

10. Wrong Address, Removed Stops and Live Route Change

Where the customer provides incorrect or incomplete route data, including a wrong address, wrong stop, wrong bay, wrong depot code, incomplete postcode or insufficient access information:

  • the original route charge may remain payable
  • additional mileage may be charged
  • waiting and detention charges may be applied
  • rerouting or redelivery charges may apply
  • the accepted carrier may refuse to continue where continuation would be unsafe, unlawful or commercially unreasonable

If a stop is removed, amended or materially changed after dispatch or during live execution, ShipSherpa may preserve the original route price and apply any additional live-route charges arising from the change.

11. Waiting, Delay and Site Readiness

Any included waiting allowance is only the allowance expressly shown at checkout, in the account tariff or in the relevant enterprise pricing schedule.

If the vehicle, driver or crew is delayed beyond that included allowance because the collection, loading, unloading, site release or access process is not ready, ShipSherpa may apply:

  • waiting charges
  • detention charges
  • additional labour charges
  • delay recovery charges
  • other operational variation fees

Those charges are governed by the applicable ShipSherpa pricing documents.

12. Timing Commitments, ETA and Service Windows

Unless a service is expressly sold as a critical timed service, all ETAs, route visibility, collection estimates and delivery windows are estimates only.

They are provided for operational guidance and tracking convenience and do not amount to a guarantee of arrival or completion time.

Delay may arise from causes including traffic, prior stop overrun, weather, access restrictions, vehicle issues, route amendments, police control, carrier availability and other operational conditions.

ShipSherpa is not responsible for commercial consequences flowing from estimated timing unless it has expressly agreed in writing to provide a guaranteed timed service.

13. Proof of Delivery and Completion

A booking is treated as completed when a valid proof-of-delivery or equivalent route completion event is recorded.

This may include one or more of the following:

  • recipient signature
  • GPS timestamp
  • delivery photograph
  • barcode scan
  • geo-confirmed event
  • recipient confirmation
  • other completion evidence supported by the platform

The platform record of completion is prima facie evidence of fulfilment unless the customer can show manifest error or fraud.

14. Additional Charges, Surcharges and Pricing Schedules

In addition to the original quoted route price, the customer may be charged for items arising under the ShipSherpa pricing framework, including:

  • waiting
  • detention
  • additional handling
  • route amendment
  • failed dispatch
  • cancellation
  • geographic surcharge
  • holiday uplift
  • redelivery
  • return-to-sender
  • exception handling
  • specialist or undeclared load complexity

The applicable ShipSherpa schedules form part of these Terms.

Where an enterprise rate card, MSA, SLA or negotiated pricing schedule expressly overrides a standard ShipSherpa schedule, the negotiated document shall prevail to the extent of inconsistency.

15. Payment Authority, Pre-Authorisation and Credit

The customer authorises ShipSherpa to collect all sums properly due under these Terms and the applicable pricing schedules.

ShipSherpa may:

  • pre-authorise a payment card
  • place a shadow payment hold
  • collect charges at booking, dispatch or completion
  • debit stored payment methods
  • issue invoices
  • allocate charges against approved credit
  • suspend services for non-payment or payment risk

Where the customer uses a credit account, the customer must pay all invoices in accordance with the agreed payment terms.

The customer may not withhold or set off payment merely because it is pursuing a complaint or claim, unless required by law or agreed in writing.

16. Cancellations, Failed Dispatch and No-Show Economics

Cancellation rights, failed dispatch charges, no-show treatment, vehicle reservation economics and driver withdrawal consequences are governed by the separate ShipSherpa cancellation and failed dispatch policy.

That policy forms part of these Terms.

If a booking is cancelled, fails, or cannot proceed after capacity has been reserved or dispatched, the customer may still be liable for all or part of the route price together with any additional operational charges already incurred.

17. Claims Notification and Complaint Windows

Service complaints, cargo claims, POD disputes, shortage claims, property damage issues and other incidents must be raised through the appropriate ShipSherpa channel within the time limits stated in the applicable ShipSherpa complaints and claims framework.

Without prejudice to any stricter process set out in that framework, the customer acknowledges that delay in notifying a claim may compromise evidence and may result in rejection or reduction of the claim.

18. Claims Routing and Transport Loss Position

Unless ShipSherpa has expressly agreed in writing to assume principal-carrier responsibility for a particular service, physical transport claims relating to loss, damage, shortage, theft, misdelivery or cargo handling will ordinarily sit in the first instance against the accepted driver, fleet operator or relevant transport provider.

ShipSherpa may assist with evidence gathering, claims routing, insurer referral and platform-side review, but does not accept open-ended responsibility for the physical carriage of the goods.

19. Liability Exclusions and Financial Cap

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.

Subject to that, and unless otherwise agreed in writing:

  • ShipSherpa is not liable for indirect, consequential or special loss
  • ShipSherpa is not liable for loss of profit, loss of sales, loss of production, loss of contract, reputational loss, event failure or wasted management time
  • ShipSherpa is not liable for delay-based commercial knock-on losses where time estimates were not expressly guaranteed
  • ShipSherpa's total aggregate liability arising from any one booking shall be limited to the lower of:
  1. the platform fee earned by ShipSherpa on that booking; or
  2. £175

This cap applies whether the claim is framed in contract, tort, negligence, statutory duty or otherwise, save where such limitation is prohibited by law.

20. Customer Indemnity for Shipment and Data Truth

The customer shall indemnify and keep indemnified ShipSherpa against loss, damage, claims, fines, regulatory action, liability and cost arising from:

  • inaccurate booking data
  • prohibited or misdescribed goods
  • insufficient packaging
  • unlawful shipment content
  • inaccurate declared value
  • access failures caused by the customer
  • customer-side breach of law
  • misuse of the platform
  • customer misuse of personal data or API outputs

This indemnity shall not apply to the extent the loss was caused directly by ShipSherpa's own breach of these Terms.

21. Non-Circumvention and Customer Conduct

The customer must not intentionally bypass the platform to contract directly with a driver, fleet operator or transport provider introduced through ShipSherpa in connection with the same or substantially similar services for a period of 12 months from the relevant introduction, unless ShipSherpa agrees otherwise in writing.

The customer must also comply with all ShipSherpa conduct, fair-use, acceptable-use and marketplace integrity policies forming part of the wider legal framework.

22. Data, API and Platform Use

The customer must not:

  • scrape driver or route data
  • harvest pricing outputs for competitor use
  • misuse POD evidence
  • bypass APIs or authentication controls
  • export personal data without lawful basis
  • interfere with platform security
  • use the platform to support unlawful or fraudulent logistics activity

API access, enterprise integrations and customer account use remain subject to any additional API, security or fair-use rules made available by ShipSherpa.

23. Suspension, Restriction and Account Termination

ShipSherpa may suspend, restrict or terminate platform access where reasonably necessary to protect:

  • payment integrity
  • fraud prevention
  • customer safety
  • driver or fleet trust
  • platform security
  • claims defensibility
  • legal compliance
  • route integrity
  • marketplace economics

This may include cases involving:

  • repeated false claims
  • chargeback abuse
  • prohibited goods
  • abusive conduct
  • criminal suspicion
  • platform circumvention
  • API misuse
  • serious payment default
  • persistent misuse of booking flows

ShipSherpa may take such action without prior notice where immediate action is reasonably required.

24. Compliance with Law

The customer must comply with all laws and regulations relevant to its use of the platform and the goods it submits for transport, including where applicable laws relating to:

  • sanctions
  • anti-bribery
  • export control
  • product legality
  • modern slavery
  • dangerous goods
  • customs and border requirements
  • consumer protection
  • data protection

Business customers are responsible for ensuring that goods submitted for transport can lawfully be moved and lawfully received at destination.

25. Changes to the Platform and Terms

ShipSherpa may update the platform, pricing logic, service categories, allocation rules, onboarding requirements, fraud controls and these Terms from time to time.

Updated Terms will be published through the platform or otherwise notified using a reasonable channel.

Continued use of the platform after an update takes effect constitutes acceptance of the revised Terms.

Where a contracted account is materially affected, ShipSherpa will use reasonable efforts to provide reasonable notice in accordance with the relevant commercial arrangement.

26. Consumer Users

Where the customer is acting as a consumer, nothing in these Terms is intended to remove or reduce any mandatory statutory rights that cannot lawfully be excluded.

If any provision would be unenforceable against a consumer, that provision shall be interpreted or disapplied only to the extent necessary, without affecting the remainder of these Terms.

Where a consumer-specific cancellation or statutory information regime applies by law, that regime will apply in addition to these Terms to the extent required.

27. Order of Precedence

If there is inconsistency between ShipSherpa documents, the following order of precedence shall apply unless expressly agreed otherwise in writing:

  1. any signed master services agreement or enterprise agreement
  2. any signed pricing schedule, SLA or statement of work
  3. these Customer Terms
  4. the applicable pricing schedules and operational policies
  5. any platform guidance, help-centre content or operational notes

28. Governing Law and Jurisdiction

These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction, save where mandatory consumer law provides otherwise.

Schedule 1 - Marketplace Allocation Principles

The parties acknowledge and agree that:

  • ShipSherpa operates the technology, booking and dispatch layer
  • the customer is responsible for shipment truth and booking accuracy
  • the accepted driver, fleet operator or carrier performs the physical movement unless expressly agreed otherwise
  • timing information is ordinarily estimate-based unless a guaranteed service is expressly sold
  • additional operational fees may arise where the actual route exceeds the booked scope
  • indirect and consequential losses are excluded to the fullest extent permitted by law