Fleet Partner Terms of Network Participation

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.

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

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

Unless ShipSherpa agrees otherwise in writing, the Fleet Partner must not, for a period of 12 months from introduction, directly or indirectly provide substantially similar competing services to a ShipSherpa customer introduced through the platform outside the ShipSherpa framework.

Where this restriction is breached, ShipSherpa may seek one or more of the following:

suspension or termination
recovery of lost fees
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

13. 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

14. 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.

15. 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.

16. 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.

17. 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.

18. 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

19. 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