1.1 Scope of these Terms#
These Terms govern the basis on which a fleet business may access and use the ShipSherpa platform to source, accept, allocate and complete transport work.
They apply to any business entity participating through a fleet account, including courier companies, haulage operators, owner-managed van businesses, transport coordinators, logistics providers and any other business supplying one or more drivers and vehicles through the platform.
These Terms apply in addition to any Fleet Declaration, Driver Terms, platform policies, pricing schedules, integrity rules, compliance documents and any signed partner or enterprise agreement between the parties.
By registering a fleet account, onboarding drivers or vehicles, accepting a job, logging into the platform or otherwise participating in the ShipSherpa network as a fleet entity, the Fleet Partner agrees to be bound by these Terms.
1.2 Nature of the Relationship#
Ship Sherpa Limited operates a software-enabled logistics marketplace and dispatch layer through which customers may be matched with independent transport providers.
The Fleet Partner acknowledges and agrees that:
- ShipSherpa is not the employer of the Fleet Partner
- ShipSherpa is not the employer of any driver, substitute, controller, dispatcher, staff member or subcontractor engaged by the Fleet Partner
- ShipSherpa is not, merely by operating the platform, assuming day-to-day managerial responsibility for the Fleet Partner's personnel
- the Fleet Partner participates as an independent transport business trading on its own account
Nothing in these Terms creates or is intended to create:
- employment
- worker status
- agency
- partnership
- exclusivity
- minimum volume rights
- retained capacity obligations
- guaranteed shift patterns
- guaranteed route allocation
- any commitment by ShipSherpa to provide future work
1.3 Independent Commercial Position of the Fleet Partner#
The Fleet Partner retains full commercial freedom to structure and run its own business.
Without limitation, the Fleet Partner remains free to:
- work for competing platforms
- contract directly with customers outside ShipSherpa
- use other dispatch systems
- use freight exchanges
- allocate its own territories
- choose which jobs to accept
- determine fleet deployment
- decide driver rotas
- choose internal dispatch methods
- expand or reduce fleet size
- cease using the platform at any time
ShipSherpa provides no minimum work guarantee and the Fleet Partner is under no obligation to provide any minimum fleet capacity.
Acceptance of any booking is the Fleet Partner's own commercial decision.
ShipSherpa places no general restriction on any of the freedoms set out above. The only exception is the specific and limited undertaking in clause 1.12, which restricts the Fleet Partner solely in relation to Restricted Customers and solely for the Restricted Period, as those terms are defined in that clause.
1.4 Fleet Business Undertaking#
The Fleet Partner warrants that it operates as a genuine independent transport, courier or logistics business and not as a disguised labour-only resource made available to ShipSherpa.
The Fleet Partner further confirms that:
- ShipSherpa is only one potential route to market
- it either services multiple customers or has the unrestricted right to do so
- it independently manages its own margins, resourcing, dead mileage, utilisation and fleet economics
- it bears genuine commercial risk and reward
- it remains responsible for all tax, VAT, payroll, pension, insurance and employment obligations connected with its operations
The Fleet Partner must review its own business model if ShipSherpa becomes a materially dominant route to market over a sustained period.
1.5 Control of Performing Resources#
The Fleet Partner alone controls the operational means by which accepted jobs are performed.
Once a job is accepted, the Fleet Partner determines, at its own responsibility:
- which approved driver is assigned
- which approved vehicle is used
- internal route planning
- shift structure
- use of driver's mates
- charging or refuelling strategy
- rest management
- internal dispatch software
- sequencing and internal handoff arrangements
- the use of substitutes or subcontractors within the limits of these Terms
ShipSherpa specifies only the required booking outcome, relevant customer requirements, service data fields and platform workflow expectations.
Nothing in these Terms entitles the Fleet Partner to present ShipSherpa as controlling the Fleet Partner's employment relationships or internal fleet management.
1.6 Drivers, Vehicles and Downstream Supply Chain#
The Fleet Partner is solely responsible for all persons and vehicles supplied through or under its account.
The Fleet Partner must ensure that all drivers used for ShipSherpa work:
- are at least 18 years old
- hold the correct and valid licence for the vehicle class used
- have the legal right to work in the UK
- are medically and legally fit to drive
- comply with road traffic law
- comply with driver hours, fatigue and rest requirements
- are competent to undertake the allocated work
- are suitably trained for the type of delivery or route performed
The Fleet Partner must ensure that all vehicles used for ShipSherpa work are:
- roadworthy
- lawful
- taxed where required
- MOT-compliant where required
- properly insured
- suitable for the booked goods and service level
- within lawful payload limits
- properly maintained
- clean and secure
The Fleet Partner remains fully responsible for the condition, legality and performance suitability of every performing driver and vehicle.
1.7 Subcontracting, Delegation and Regional Partners#
The Fleet Partner may use employed drivers, self-employed drivers, approved owner-drivers, subcontractors, regional partners, overflow fleets or similar fulfilment resources, provided always that:
- they satisfy the standards required by these Terms
- their use is lawful
- they are approved where approval is required
- their deployment does not amount to hidden brokering or unauthorised off-platform fulfilment
- the Fleet Partner retains full responsibility for them
The Fleet Partner remains liable for all acts and omissions of every person or entity used to fulfil ShipSherpa work under its account or instruction.
Nothing in these Terms transfers liability for downstream personnel or subcontractors to ShipSherpa.
1.8 Job Availability, Acceptance and Allocation Freedom#
Jobs may be surfaced, matched or made available through the platform using factors such as geography, timing, vehicle capability, customer requirements, pricing logic, capacity, service level and route profile.
The Fleet Partner remains free to:
- accept a job
- reject a job
- ignore a job
- allocate internally
- fulfil through approved downstream resources
- decline work that is commercially unattractive, operationally unsuitable or legally problematic
There are no mandatory acceptance rates, fixed shift windows, required utilisation percentages or minimum route-take obligations.
1.9 Platform Visibility and Workflow Use#
The Fleet Partner must ensure that ShipSherpa-originated work is performed with sufficient digital visibility to preserve customer confidence, payout integrity, claims evidence and fraud prevention.
This includes ensuring, where applicable, that:
- the correct performing driver is recorded
- the correct vehicle is recorded
- live tracking remains active during active booked work
- route status prompts are used correctly
- proof of collection and proof of delivery are recorded properly
- exceptions are reported promptly
- customer-visible tracking and messaging remain reliable
Tracking is required only in connection with active accepted work and not merely because the Fleet Partner is browsing or logged into the platform.
1.10 Data Access, Security and Customer Information#
The Fleet Partner must restrict customer data and route information to those personnel who genuinely need access in order to perform the relevant job.
The Fleet Partner must not permit unauthorised use, extraction, retention or distribution of customer data, route intelligence, pricing data or POD information.
Without limitation, the Fleet Partner must take reasonable measures to prevent:
- screenshots taken for unauthorised reuse
- exports into external CRM systems
- personal re-use of customer data
- sharing via personal messaging tools without authority
- retention beyond operational necessity
- access by unapproved personnel
- reuse for off-platform solicitation
Fleet access credentials and permissions must be appropriately controlled.
1.11 Payment, Verification and Set-Off Rights#
Fleet settlement becomes due only when ShipSherpa's verification and integrity controls are satisfied.
Payment may therefore depend on matters including:
- successful job completion
- valid POD
- accurate route evidence
- no unresolved complaint materially affecting the booking
- no fraud concern
- no payment processor hold
- no unresolved insurance or claims issue justifying temporary retention
ShipSherpa may, to the extent permitted by the contractual framework, deduct, offset, retain or withhold sums relating to:
- customer refunds
- chargebacks
- cargo damage
- failed delivery losses
- overpayments
- route fraud
- data misuse
- insurance excesses
- customer credits caused by Fleet Partner fault
- other losses attributable to breach by the Fleet Partner or its personnel
Payment cycles and settlement timing shall follow the platform schedule or any agreed account arrangement.
1.12 Customer Protection and Non-Circumvention#
The Fleet Partner must not use access to ShipSherpa customers, route visibility, contact data or platform-originated commercial relationships to bypass the platform.
In this clause, and wherever those terms are used in the fleet documents:
- Introductionmeans the first occasion on which, through the platform, the Fleet Partner is given a customer's identity or contact details, is offered or allocated work for that customer, or performs work for that customer, whichever occurs first. Introduced is construed accordingly.
- Relevant Date means the date on which the fleet relationship terminates or, where it has not terminated, the date of the conduct in question.
- Restricted Customermeans a ShipSherpa customer that was Introduced to the Fleet Partner and for which, at any time in the 12 months ending on the Relevant Date, the Fleet Partner or any of its drivers, staff, subcontractors, agents or group companies either performed work sourced through the platform or was given that customer's identity or contact details through the platform. A customer with which the Fleet Partner had an established and documented trading relationship before the Introduction is not a Restricted Customer in respect of business of a type falling within that pre-existing relationship.
- Restricted Period means, in respect of each Restricted Customer, the period of 12 months beginning on the later of the last date on which the Fleet Partner performed work for that customer sourced through the platform, and the date on which the fleet relationship terminates.
1.12.1 Restricted Dealings#
During the Restricted Period applicable to a Restricted Customer, the Fleet Partner must not, whether directly or indirectly, whether alone or with others, and whether on its own account or for any other person:
- supply, or offer to supply, to that Restricted Customer any service that is the same as or substantially similar to a service that customer sources through ShipSherpa
- approach, solicit, canvass, divert or entice that Restricted Customer away from ShipSherpa
- accept or perform any such work for that Restricted Customer, including where the customer approaches the Fleet Partner
This restriction does not apply where ShipSherpa has given prior written consent, which will not be unreasonably withheld where ShipSherpa has no continuing commercial interest in the relationship, nor to business falling within the pre-existing relationship carve-out in the definition of Restricted Customer.
1.12.2 Disclosure of Diverted Work#
Where ShipSherpa has reasonable grounds to believe that clause 1.12.1 has been breached, the Fleet Partner must, within 10 business days of a written request identifying the Restricted Customer concerned, disclose in writing the work it has performed for that customer, the dates on which it was performed, and the sums invoiced and received.
1.12.3 Recovery of Diverted Fees#
The Fleet Partner must pay to ShipSherpa a sum equal to the fees ShipSherpa would have earned had the work disclosed under clause 1.12.2 been sourced through the platform, calculated by applying ShipSherpa's then-current platform fee to the value of that work.
Where the Fleet Partner does not make full disclosure within the period set out in clause1.12.2, ShipSherpa may calculate that sum on a reasonable estimate drawn from the evidence available to it, and the Fleet Partner bears the burden of displacing that estimate by producing its records.
The parties agree that this sum is a genuine measure of the loss ShipSherpa suffers when platform-originated work is diverted, and is not a penalty.
1.12.4 Platform Drivers and Personnel#
During the Restricted Period the Fleet Partner must not use information obtained through the platform to solicit or entice any driver or operator with which it dealt through the platform to cease supplying services through ShipSherpa.
This does not restrict general recruitment advertising that is not targeted at such persons, and does not restrict the freedom of any driver or operator to choose for whom they work.
1.12.5 Further Remedies#
In addition to any sum due under clause 1.12.3, ShipSherpa may seek one or more of the following:
- suspension or termination
- recovery of investigation costs
- recovery of legal costs where recoverable
- set-off against sums otherwise due where contractually permitted
- injunctive relief
- further damages where legally available
The Fleet Partner acknowledges that damages alone may not be an adequate remedy for breach of this clause 1.12.
1.12.6 Reasonableness and Severance#
Each restriction in this clause 1.12 is a separate and severable undertaking.
The parties, each contracting in the course of business and each having had the opportunity to take independent advice, consider the restrictions reasonable and no wider than necessary to protect ShipSherpa's legitimate interests in its customer connections, its confidential information and its investment in acquiring and servicing customers.
If any restriction is held void but would be valid if part of it were deleted or its period or scope reduced, it applies with such modification as is necessary to make it valid.
1.13 Confidentiality#
This clause applies in addition to the data handling obligations in clause 1.10 and to the marketplace integrity rules that form part of the wider framework.
1.13.1 What is Protected#
Confidential Information means all non-public information disclosed by or obtained through ShipSherpa in connection with the fleet relationship, in any form, including:
- customer identities and contact details
- recipient data
- shipment volumes, routes and lanes
- pricing, rate cards and quote outputs
- margin and fee structures
- allocation and dispatch methodology
- API responses and workflow logic
- standard operating procedures
- driver identities
- the existence and terms of any commercial arrangement between the parties
1.13.2 Permitted Use#
The Fleet Partner may use Confidential Information only to perform work sourced through the platform and to meet its obligations under the fleet documents.
It must not use Confidential Information for any other purpose, including its own competitive advantage or the advantage of any third party.
1.13.3 Need to Know and Responsibility for Others#
The Fleet Partner may disclose Confidential Information only to those of its drivers, employees, subcontractors and professional advisers who need it for the permitted purpose, and only where they are bound by confidentiality obligations no less protective than those in this clause.
The Fleet Partner is responsible for their compliance as if it were its own.
1.13.4 Information Not Covered#
This clause does not apply to information that:
- is or becomes public other than through breach of this clause
- was lawfully in the Fleet Partner's possession without restriction before disclosure
- is lawfully received from a third party free of restriction
- is independently developed without use of Confidential Information
1.13.5 Disclosure Required by Law#
The Fleet Partner may disclose Confidential Information to the extent required by law, regulation or court order, provided that it gives ShipSherpa prompt written notice where it is lawful to do so and discloses only what is required.
1.13.6 Security and Notification#
The Fleet Partner must protect Confidential Information with at least the care it applies to its own confidential information, and in any event with appropriate technical and organisational measures, including controlled access, secure storage and prompt removal of access for personnel who no longer need it.
It must notify ShipSherpa without undue delay on becoming aware of any unauthorised access, use or disclosure.
1.13.7 Return and Deletion#
On termination, or on written request, the Fleet Partner must promptly return or securely delete all Confidential Information and confirm in writing that it has done so.
It may retain copies to the extent required by law, professional obligation or bona fide backup routine, and any retained copy remains subject to this clause for as long as it is held.
1.13.8 Duration#
These obligations continue for three years after termination, and indefinitely in respect of any information that constitutes a trade secret or personal data.
Obligations relating to personal data apply in addition to, and do not limit, the parties' obligations under data protection law.
1.13.9 Remedies#
The Fleet Partner acknowledges that damages alone may not be an adequate remedy for breach of this clause and that ShipSherpa may seek injunctive relief.
No licence or other right in Confidential Information is granted except the limited right of use in clause 1.13.2.
1.14 Personal Data and Data Protection#
To perform ShipSherpa work the Fleet Partner receives personal data, including the names, addresses and contact details of customers and recipients, and proof of collection and delivery records.
The Fleet Partner processes that personal data on ShipSherpa's behalf and on its documented instructions, as a sub-processor. It must not process that data for its own purposes.
The Fleet Partner must:
- process the data only as needed to perform the relevant job and to meet its obligations under the fleet documents
- apply appropriate technical and organisational security measures
- ensure that everyone it allows to access the data is bound by an obligation of confidentiality
- obtain ShipSherpa's prior written consent before engaging any further sub-processor, and impose the same obligations on it
- assist ShipSherpa with data subject requests, security incidents and regulatory enquiries
- notify ShipSherpa without undue delay on becoming aware of any personal data breach
- not transfer the data outside the United Kingdom without a lawful transfer safeguard and ShipSherpa's prior written consent
- delete or return the data on termination, except where retention is required by law or for claims defence
- make available the information reasonably needed to demonstrate compliance with this clause, and submit to audit on reasonable notice
This clause applies in addition to clause 1.10 and to the ShipSherpa Privacy Policy and Data Processing Agreement. Nothing in it limits the Fleet Partner's own obligations as a controller of personal data relating to its staff, drivers and its own business records.
1.15 Insurance and Risk Assumption#
The Fleet Partner must maintain, throughout its participation in the network, all insurance reasonably required for the nature of the work it performs, including where applicable:
- hire and reward motor insurance
- goods in transit insurance
- public liability insurance
- employer's liability insurance where legally required
- fleet cover for all active vehicles
- any specialist cover required for the relevant service type
The Fleet Partner remains liable for transport-side and fleet-side failures arising from its own operations, including:
- negligent cargo loss
- vehicle unsuitability
- unsafe loading
- dangerous or unlawful routing
- driver misconduct
- unlawful substitution
- customer property damage
- payroll non-compliance
- fraudulent POD
- unsafe site access
- breach of transport or employment obligations
1.16 Limitation of Liability#
Nothing in these Terms limits or excludes either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be limited or excluded.
Subject to that, neither party is liable to the other for:
- loss of profit
- loss of anticipated savings
- loss of business or business opportunity
- loss of goodwill
- any indirect or consequential loss, however arising
Subject to the first paragraph of this clause, each party's total liability to the other arising out of or in connection with these Terms, whether in contract, tort including negligence, breach of statutory duty or otherwise, is limited in aggregate to the total sums paid by ShipSherpa to the Fleet Partner in the 12 months immediately before the date on which the claim arose.
That limit does not apply to:
- the Fleet Partner's indemnity obligations under the Fleet Declaration
- sums due under clause 1.12.3 or any other payment obligation owed to ShipSherpa under these Terms
- the Fleet Partner's breach of clause 1.12, clause 1.13 or clause 1.14
The Fleet Partner is expected to maintain the insurance required by clause 1.15, and the parties agree that this allocation of risk is reasonable given that each party contracts in the course of business and prices its own services accordingly.
1.17 Employment, HR and Payroll Separation#
All employment, worker, contractor, substitute, payroll, rota, pension, HR and disciplinary responsibility for fleet drivers and fleet-side personnel rests solely with the Fleet Partner.
The Fleet Partner is solely responsible for:
- wages
- payroll deductions
- pensions
- holiday pay
- sickness arrangements
- HR management
- internal disciplinary action
- training
- uniforms
- right-to-work checks
- staff disputes
- engagement terms with substitutes or contractors
- health and safety duties owed to its personnel
ShipSherpa does not roster, discipline, employ or performance-manage the Fleet Partner's personnel.
This separation is fundamental to the commercial and legal structure between the parties.
1.18 Compliance with Law and Regulatory Control#
The Fleet Partner is solely responsible for compliance with all laws, regulations and industry obligations applicable to its operations, including where relevant:
- road traffic law
- operator licensing
- tachograph obligations
- driver hours rules
- employment law
- payroll law
- tax and VAT law
- transport compliance
- health and safety
- fleet safety law
- ADR or other specialist transport regulation
- insurance law
- data protection obligations arising within its own organisation
Nothing in these Terms transfers regulatory responsibility for the Fleet Partner's operations to ShipSherpa.
1.19 Platform Integrity and Risk Controls#
ShipSherpa may suspend, restrict or review fleet access where reasonably necessary to protect customer trust, payment integrity, legal compliance, route defensibility or network security.
This may arise where there is evidence or suspicion of:
- fraud
- expired documentation
- repeated service failure
- dangerous driving reports
- cargo claims
- abusive conduct
- data misuse
- insurance lapse
- route fraud
- criminal concerns
- hidden subcontracting
- platform circumvention
Any such intervention is a platform integrity measure and does not imply employment-style supervision of the Fleet Partner or its personnel.
1.20 Termination and Consequences of Exit#
Either party may terminate the fleet relationship immediately, unless a different notice regime is expressly agreed in writing.
Termination does not create any entitlement to:
- future route allocation
- notice compensation
- fleet standing fees
- lost profits on future jobs
- goodwill compensation for expected future access
Termination does not affect accrued rights, liabilities, outstanding payment reconciliation, live investigations, indemnity claims, non-circumvention obligations, confidentiality obligations or compliance issues that by their nature should continue.
1.21 Order of Precedence#
If there is inconsistency between fleet-side ShipSherpa documents, the following order of precedence shall apply unless expressly agreed otherwise in writing:
- any signed partner agreement, MSA or negotiated commercial schedule
- these Fleet Partner Terms
- the Fleet Declaration
- the Driver Terms and applicable policies
- platform guidance and operational notes
1.22 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.
Schedule 1 - Network Structure Principles
The parties acknowledge that the ShipSherpa fleet model operates on the following basis:
- fleets control their own drivers and vehicles
- fleets manage their own staff rights, obligations and compliance
- fleets remain free to work for multiple platforms and customers
- fleets control internal allocation, routing and fulfilment methods
- fleets use their own vehicles, labour structures and internal systems
- fleets bear genuine business risk
- ShipSherpa does not guarantee work
- fleets may leave the platform at any time