Carrier Network Access Terms

1. Framework of Relationship

These Terms establish the basis upon which an independent transport operator may access digital workflow tools made available by Ship Sherpa Limited for the purpose of sourcing and performing logistics opportunities.

The contractual model is a technology-enabled marketplace access arrangement under which independently operating courier businesses, sole traders, fleet businesses and subcontract transport providers may elect to make themselves available for opportunities surfaced through ShipSherpa systems.

The relationship is strictly one of independent business-to-platform participation.

Nothing in this framework is intended to create, and shall not be interpreted as creating:

  • employment
  • worker status
  • agency
  • a managed workforce arrangement
  • a staffing relationship
  • exclusivity
  • a retainer
  • a minimum revenue commitment
  • any expectation of future work

The Operator accesses the platform solely as an independent commercial undertaking.

2. Defined Commercial Roles

For these Terms:

“Operator” means the registered independent courier, sole trader, fleet entity or transport business using the platform.

“Assignment” means any delivery, collection, route, scheduled transport movement, return, freight leg or future multimodal transport task surfaced through the platform.

“Network Tools” means the ShipSherpa application layer, web dashboards, APIs, pricing engine, route logic, proof-of-delivery stack, geolocation systems, customer messaging interfaces and connected third-party partner systems.

“Verified Personnel” means any substitute, employed driver, fleet member or subcontracted courier approved for use by the Operator.

3. Marketplace Access Model

ShipSherpa provides access to software systems that:

  • surface available Assignments
  • automate pricing logic
  • validate service fit
  • facilitate customer communication
  • capture GPS and timestamp evidence
  • record proof-of-delivery events
  • support fraud detection
  • enable enterprise and API-originated bookings
  • connect overflow work from partner carrier systems

ShipSherpa does not itself undertake carriage as employer of the Operator, and does not direct the Operator's day-to-day execution methods.

The platform's role is limited to technology orchestration, workflow integrity and payment settlement support.

4. Commercial Freedom and Independence Safeguards

The Operator retains complete discretion over:

  • whether to activate availability
  • whether to review an Assignment
  • whether to accept, reject or ignore any opportunity
  • geographic areas served
  • hours and days worked
  • vehicle type deployed
  • route methodology
  • subcontracting structure
  • whether to cease using the platform entirely

There are no:

  • fixed shifts
  • mandatory login windows
  • acceptance quotas
  • exclusivity commitments
  • performance hours
  • minimum service thresholds merely to remain registered

Failure to accept opportunities, without more, shall not itself amount to misconduct or trigger disciplinary-style treatment.

5. Independent Business Risk and Revenue Profile

The Operator acknowledges that access to ShipSherpa is only one channel through which it may obtain logistics work.

The Operator remains solely responsible for:

  • pricing viability analysis
  • dead mileage economics
  • route profitability
  • staffing utilisation
  • fleet economics
  • insurance cost assumptions
  • equipment and fuel overhead
  • taxation and VAT
  • customer diversification
  • dependency management

The Operator warrants that it actively manages its business as an independent profit-and-loss enterprise bearing genuine upside and downside risk.

This commercial risk allocation is fundamental to the parties' legal status.

6. Onboarding, Authority and Regulatory Gateway

Access rights are conditional on the Operator maintaining all documents and permissions required for lawful transport activity, including where relevant:

  • DVLA-valid licence entitlement
  • right to work / lawful business presence
  • hire and reward cover
  • goods in transit insurance
  • public liability where required
  • MOT and taxation
  • operator licensing where relevant vehicle classes require it
  • tachograph and hours compliance capability
  • ADR or specialist carriage qualifications
  • cross-border customs capability for future expansion lanes

ShipSherpa may impose documentary refresh cycles, automated reverification triggers, biometric checks and API-based compliance checks.

Failure to satisfy any verification gateway may result in immediate access restriction.

7. Assignment Acceptance Logic

Each Assignment is presented using dynamic variables including:

  • geography
  • timing
  • vehicle compatibility
  • AI pricing output
  • goods profile
  • customer SLA
  • route risk factors
  • partner overflow logic
  • multimodal transfer requirements
  • customs or specialist handling markers

Acceptance is the Operator's independent commercial election.

By accepting, the Operator confirms it has independently assessed:

  • legality
  • profitability
  • route feasibility
  • vehicle suitability
  • insurance sufficiency
  • lawful load handling
  • regulatory implications
  • any dangerous goods restrictions

8. Delivery Execution Autonomy

Once an Assignment is accepted, the Operator alone controls the means of performance, including:

  • route choice
  • stop sequencing
  • rest management
  • refuelling or charging
  • staffing deployment
  • substitution
  • loading sequence
  • unloading methodology
  • navigation systems
  • handling tools
  • multimodal handoff decisions where permitted

ShipSherpa specifies only the required customer outcome, collection parameters and service data fields.

No provision of the platform should be interpreted as managerial supervision over how the Operator performs the transport activity itself.

9. Verified Substitution and Fleet Deployment

The Operator may fulfil Assignments through Verified Personnel, including:

  • substitute drivers
  • employed drivers
  • fleet members
  • subcontract carriers
  • specialist freight partners
  • future air/sea handoff providers

All such persons must first pass ShipSherpa's onboarding controls.

The registered Operator remains fully responsible for:

  • acts and omissions
  • cargo integrity
  • insurance continuity
  • confidentiality breaches
  • customer misconduct
  • regulatory breaches
  • unsafe carriage
  • substitution fraud
  • multimodal transfer failures

This right of substitution is a core structural element of the independent contractor model.

10. Data Integrity, GPS and Proof Stack

During active Assignments, the Operator must maintain all required workflow signals necessary for platform integrity, including where technically available:

  • live GPS
  • timestamp confirmation
  • scan events
  • proof-of-collection
  • proof-of-delivery
  • image capture
  • customer signature
  • exception reporting
  • route deviation alerts

These systems exist solely for:

  • customer visibility
  • fraud defence
  • claims evidence
  • insurance support
  • ETA confidence
  • service analytics
  • handoff validation
  • API reconciliation

No persistent tracking is required outside active accepted Assignments.

11. Settlement, Holds and Commercial Adjustments

Fees become payable only when the platform's verification systems confirm:

  • successful completion
  • valid POD
  • no unresolved fraud markers
  • no open cargo dispute
  • no payment processor intervention
  • no API-originated reconciliation mismatch
  • no multimodal loss event pending investigation

ShipSherpa may apply holds, reversals, offsets or reserve deductions for:

  • refunds
  • chargebacks
  • customer claims
  • damage allegations
  • loss events
  • insurance excesses
  • GPS anomaly investigations
  • spoofing concerns
  • duplicate POD events
  • substitution breaches
  • off-platform circumvention losses

12. Confidentiality, Customer Ownership and Non-Circumvention

All shipment data, customer identities, route information, pricing logic, APIs, enterprise workflows and ShipSherpa network intelligence remain confidential.

The Operator must not:

  • extract customer datasets
  • reuse customer details
  • remarket directly
  • migrate repeat trade off-platform
  • interfere with API customer relationships
  • divert partner overflow work
  • recreate pricing logic externally

Any direct or indirect bypass of a ShipSherpa-originated customer, enterprise account, API client or partner-carrier relationship within 12 months shall constitute material breach.

13. Personal Conduct, Privacy and High-Profile Interaction Restrictions

The Operator acknowledges that, in the course of performing Assignments, it (and any Verified Personnel) may attend private residences, commercial premises, secure facilities, or interact with individuals who may be high-profile, high-net-worth, or otherwise sensitive from a privacy and security perspective.

13.1 Absolute Privacy Obligation

All customer locations, identities, goods, and interactions must be treated as strictly confidential at all times, whether or not such information is publicly known.

13.2 Prohibited Conduct

The Operator and all Verified Personnel must not, under any circumstances:

  • take photographs or videos of:
    • customers
    • customer premises (internal or external where identifiable)
    • goods being transported
    • any identifiable personal or commercial environment
  • request or attempt to obtain:
    • photographs with customers
    • autographs
    • social media interactions
    • personal contact details
  • share, publish, or distribute any information relating to an Assignment via:
    • social media
    • messaging platforms
    • third parties
    • press or media outlets
  • discuss or disclose:
    • customer identity
    • delivery locations
    • goods transported
    • frequency or nature of deliveries

This applies regardless of whether the individual is a public figure, celebrity, athlete, executive, or otherwise recognisable person.

13.3 Professional Conduct Standard

All interactions must remain:

  • strictly professional
  • limited to what is operationally necessary
  • respectful of personal boundaries
  • free from familiarity, solicitation, or intrusion

The Operator must ensure that all Verified Personnel are trained and contractually bound to this standard.

13.4 Data and Digital Silence

The Operator must not:

  • record any Assignment-related content for personal use
  • retain copies of delivery images beyond platform requirements
  • use Assignment data for marketing, testimonials, or case studies

13.5 Breach and Immediate Enforcement

Any breach of this section shall be treated as a material and fundamental breach of these Terms.

ShipSherpa reserves the right to:

  • immediately suspend or terminate platform access without notice
  • withhold or recover payments where reputational or commercial damage arises
  • pursue damages and injunctive relief where appropriate

13.6 Survival

These obligations shall survive termination indefinitely.

14. Liability Allocation and Insurance Continuity

The Operator bears sole responsibility for all transport-side risks arising from its own operations, including:

  • route legality
  • load restraint
  • payload compliance
  • vehicle failure
  • cargo loss
  • negligent handling
  • unsafe delegation
  • property damage
  • theft caused by operational fault
  • dangerous goods mismanagement
  • customs errors
  • cross-border handoff failures
  • multimodal custody disputes

Insurance must remain continuously valid throughout all periods of access and performance.

15. Platform Integrity Rights

ShipSherpa may immediately restrict, suspend or permanently remove access where reasonably necessary to protect:

  • customer safety
  • platform trust
  • fraud prevention
  • insurance integrity
  • enterprise SLAs
  • route validation systems
  • API ecosystem integrity
  • partner carrier confidence
  • regulatory compliance
  • future multimodal expansion standards

These rights are expressly commercial risk controls and do not imply supervision consistent with worker or employee status.

16. Exit, Survival and Future Claims

Either party may end marketplace participation immediately.

Termination does not create entitlement to:

  • notice pay
  • lost future opportunity
  • expected earnings
  • goodwill compensation
  • minimum work claims
  • compensation for loss of access to future Assignments

The following survive termination:

  • payment reconciliation
  • cargo claims
  • confidentiality
  • customer ownership protections
  • non-circumvention
  • indemnity obligations
  • fraud investigations
  • insurance cooperation duties

17. Legal System and Jurisdiction

These Terms and any non-contractual obligations arising from them are governed by the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction.