Shipper agreement

SHIPPER AGREEMENT

This Agreement

Between:

OSEAS

of South Australia

(“OSEAS”, “we”, “us”, “our”)

AND

(“SHIPPER”, “you”, “your”)

Version: 1.0 (Read Only)

This Shipper Agreement (“Agreement”) is entered into between OSEAS (“OSEAS”, “Platform”, “we”, “us”) and the entity or individual registering as a shipper on the Platform (“Shipper”, “you”).

By creating an account, posting a load, or using the Website/Platform, you agree to be bound by this Agreement.

BACKGROUND

A. OSEAS operates an online marketplace that connects shippers with independent carriers for freight and logistics services.

B. The Shipper wishes to use the Website/Platform to post Loads, receive Carrier quotes and arrange transport services with selected Carriers.

C. OSEAS provides marketplace, payment-facilitation and related platform services. OSEAS does not provide transport services.

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement:

(a) Accepted Freight Charge means the freight amount accepted by the Shipper in a Carrier’s quote or offer for a Load, excluding the Shipper Booking Fee unless the Website/Platform states otherwise.

(b) Applicable Policies means the Refund and Cancellation Policy, Website Terms and Conditions and Privacy Policy made available to the Shipper through the Website/Platform.

(d) Refund and Cancellation Policy means the OSEAS refund and cancellation policy applicable to Shippers and made available through the Website/Platform at the time of acceptance.

(e) Carrier means an independent transport provider registered with the Website/Platform and selected by a Shipper to perform transport services for a Load.

(f) Carrier Platform Fee means the platform fee payable by a Carrier to OSEAS under the Carrier Agreement, currently equal to 7.5% of the Accepted Freight Charge.

(g) Goods means the goods, cargo, freight, property or materials described in a Load.

(h) Load means a shipment, freight transport request, delivery request or other transport opportunity posted by a Shipper through the Website/Platform.

(i) Website Terms and Conditions means the terms and conditions governing access to and use of the Website/Platform, made available through the Website/Platform at the time of acceptance.

(j) Website/Platform means the OSEAS online marketplace, website, mobile application, software, tools and related services used to connect Shippers and Carriers.

(k) Privacy Policy means the OSEAS privacy policy made available through the Website/Platform at the time of acceptance.

(l) Shipper Booking Fee means a fee equal to 2.5% of the Accepted Freight Charge, payable by the Shipper to OSEAS under clause 6.

(m) Stripe means Stripe Payments Australia Pty Ltd or another payment processor nominated by OSEAS.

1.2 Headings are for convenience only and do not affect interpretation.

1.3 A reference to including or includes is not limiting.

1.4 A reference to a person includes an individual, company, partnership, trust, association, government body or other entity.

2. PLATFORM ROLE

2.1 OSEAS operates an online marketplace that facilitates introductions, communications, bookings, payment administration and related services between Shippers and independent Carriers.

2.2 OSEAS is not a carrier, freight forwarder, broker, bailee, insurer or provider of transport services. OSEAS does not take possession, custody or control of Goods at any time.

2.3 OSEAS does not employ, control or direct a Carrier in the performance of transport services. A Carrier is an independent provider responsible for its own acts, omissions, personnel, vehicles, licences, insurance, equipment and compliance with law.

2.4 Any transport contract for a Load is formed directly between the Shipper and the selected Carrier when the Shipper accepts the Carrier’s quote or offer through the Website/Platform.

2.5 OSEAS is not a party to the transport contract between the Shipper and Carrier and is not responsible for performing, supervising or guaranteeing the transport services.

2.6 The Shipper is responsible for deciding whether a Carrier is suitable for the relevant Load. Any verification, rating, review, credential check, insurance information, profile information or other content displayed through the Website/Platform is provided for general information only. It is not a warranty, representation or guarantee by OSEAS of a Carrier’s identity, suitability, financial capacity, safety record, licences, insurance, compliance or performance.

3. SHIPPER ELIGIBILITY AND ACCOUNT REGISTRATION

3.1 Registration for the Website/Platform is free unless OSEAS notifies the Shipper otherwise.

3.2 The Shipper must provide accurate, complete and current business, contact, account and payment information when registering and while using the Website/Platform.

3.3 The Shipper warrants that it has full authority to enter into this Agreement and to bind the entity or individual identified in its account.

3.4 The Shipper is responsible for maintaining the confidentiality and security of its account credentials. The Shipper must promptly notify OSEAS if it becomes aware of unauthorised access to, or use of, its account.

3.5 The Shipper is responsible for all activity occurring through its account unless caused by OSEAS’s breach of this Agreement.

3.6 OSEAS may verify information provided by the Shipper and may suspend, reject or terminate an account where OSEAS reasonably considers that the information is inaccurate, incomplete, misleading, fraudulent or creates legal, safety, financial or reputational risk.

4. POSTING LOADS AND SHIPMENT INFORMATION

4.1 The Shipper is solely responsible for ensuring that each Load and all information provided through the Website/Platform is accurate, complete, current and lawful.

4.2 Without limitation, the Shipper must accurately disclose:

(a) pickup and delivery addresses, access requirements, contact details and operating hours;

(b) the nature, quantity, weight, dimensions and value of the Goods;

(d) any special handling, temperature-control, time-sensitive, oversize or permit requirements;

(e) the dangerous-goods status of the Goods and all information, documentation, declarations and safety requirements required by law; and

(f) any other information reasonably required for a Carrier to quote for, collect, transport and deliver the Goods safely and lawfully.

4.3 The Shipper must not post, tender, arrange or permit the transport of Goods that are prohibited, unlawful, dangerous, hazardous, defective, incorrectly packaged, incorrectly labelled or unsuitable for transport, unless the Goods are lawfully permitted, fully disclosed and supported by all required documentation, packaging, labelling, licences and approvals.

4.4 The Shipper must ensure that Goods are properly packaged, labelled, prepared and made available for collection in accordance with applicable law and any reasonable Carrier requirements.

4.5 The Shipper must ensure that pickup and delivery locations are safe, accessible and suitable for the relevant vehicle, Goods and loading or unloading activities.

4.6 The Shipper must promptly notify the Carrier and OSEAS through the Website/Platform of any change to Load details, delivery instructions, Goods, timing, site conditions or other information that may affect the transport services.

5. QUOTES, CARRIER SELECTION AND BOOKING

5.1 Carriers may submit quotes or offers in response to a Load posted through the Website/Platform.

5.2 The Shipper is responsible for reviewing Carrier profiles, quotes, pricing, service conditions and any information available through the Website/Platform before selecting a Carrier.

5.3 A Carrier is not required to submit a quote, and OSEAS does not guarantee that a Load will receive a quote, that a Carrier will be available, or that any quote will meet the Shipper’s preferred price, timing or other requirements.

5.4 A Carrier may withdraw or amend a quote before the Shipper accepts it, unless the Website/Platform states otherwise.

5.5 A binding transport contract for a Load is formed only when the Shipper expressly accepts a Carrier’s quote or offer through the Website/Platform.

5.6 The accepted quote, the Load details, the booking confirmation and any applicable terms displayed through the Website/Platform form part of the transport contract between the Shipper and selected Carrier.

5.7 The Shipper must not accept a quote unless it has authority, and intends, to proceed with the Load and pay all amounts due under this Agreement and the accepted booking.

6. PAYMENTS AND PLATFORM FEES

6.1 When the Shipper accepts a Carrier’s quote or offer for a Load through the Website/Platform, the Shipper must pay OSEAS a Shipper Booking Fee equal to 2.5% of the Accepted Freight Charge.

6.2 The Shipper Booking Fee is payable immediately upon acceptance of the Carrier’s quote or offer and before the Load is assigned to the selected Carrier.

6.3 The Shipper Booking Fee is separate from, and additional to, the Accepted Freight Charge, unless the Website/Platform expressly states otherwise.

6.4 The Shipper authorises OSEAS and Stripe to charge the Shipper Booking Fee using Stripe.

6.5 The Shipper must pay the Accepted Freight Charge through the Website/Platform using Stripe.

6.6 OSEAS facilitates payment between the Shipper and Carrier through the Website/Platform but is not the provider of the transport services.

6.7 OSEAS may deduct the Carrier Platform Fee from the Accepted Freight Charge before the remaining amount is remitted to the Carrier. The Carrier Platform Fee:

(a) is payable by the Carrier under the Carrier Agreement;

(b) is currently equal to 7.5% of the Accepted Freight Charge;

(d) does not reduce the Shipper’s obligation to pay the full Accepted Freight Charge.

6.8 The Shipper acknowledges that the Shipper Booking Fee and Carrier Platform Fee are separate fees. The Shipper is not entitled to a reduction, credit or refund solely because OSEAS deducts the Carrier Platform Fee before payment is remitted to the Carrier.

6.9 OSEAS may process, hold, release, deduct, refund, reverse or otherwise deal with payments through the Website/Platform in accordance with this Agreement, the Applicable Policies, the accepted booking and applicable law.

7. DEFERRED PAYMENT ARRANGEMENTS

7.1 A Carrier may agree to allow the Shipper to pay the Accepted Freight Charge after completion of a Load, including on payment terms of up to 7 days after delivery, only if:

(a) the deferred-payment arrangement is recorded through the Website/Platform before the Carrier performs the Load;

(b) OSEAS approves the deferred-payment arrangement through the Website/Platform;

(c) the Shipper pays the Accepted Freight Charge through the Website/Platform using the payment method and payment instructions made available by OSEAS; and

(d) the arrangement does not avoid, reduce, delay or otherwise prejudice payment of the Shipper Platform Fee, Carrier Platform Fee or any other amount payable to OSEAS.

7.2 The Shipper remains responsible for payment of the Accepted Freight Charge by the agreed due date, whether or not the Shipper has received payment from its own customer, insurer or another third party.

7.3 A deferred-payment arrangement does not permit the Shipper to make payment directly to the Carrier or outside the Website/Platform.

7.4 OSEAS may refuse, suspend or withdraw approval for a deferred-payment arrangement where OSEAS reasonably considers that there is a risk of non-payment, fraud, chargeback, misuse, breach of this Agreement or attempted fee circumvention.

8. ANTI-CIRCUMVENTION

8.1 The Shipper must not, directly or indirectly:

(a) make, arrange, request, encourage or accept payment directly to a Carrier for a Load introduced, quoted, accepted, booked or managed through the Website/Platform;

(b) request, encourage or permit a Carrier to invoice the Shipper outside the Website/Platform for a Load introduced, quoted, accepted, booked or managed through the Website/Platform;

(c) use another person, business, account, payment method or arrangement to avoid, reduce, conceal or delay payment of the Shipper Platform Fee, Carrier Platform Fee or another amount properly payable to OSEAS;

(d) enter into, renew, extend or arrange a transport booking with a Carrier outside the Website/Platform where the Shipper and Carrier were introduced through the Website/Platform or where the Carrier submitted a quote or performed a Load through the Website/Platform; or

(e) take any action intended to avoid use of the Website/Platform for a Load or payment to which this Agreement applies.

8.2 Clause 8.1 does not prevent a deferred-payment arrangement that complies with clause 7, provided the payment is still processed through the Website/Platform and OSEAS can collect all applicable Platform Fees.

8.3 If OSEAS reasonably believes that the Shipper has breached this clause 8, OSEAS may, without limiting its other rights:

(a) suspend or terminate the Shipper’s account;

(b) cancel, remove or refuse to process a Load or booking;

(c) recover from the Shipper the Shipper Booking Fee, Carrier Platform Fee and reasonable costs, losses and expenses incurred by OSEAS as a result of the breach;

(d) withhold access to Website/Platform features; and

(e) take reasonable action to protect OSEAS’s legitimate interests and recover amounts properly payable to it.

9. PAYMENT HOLDS, DEFAULTS AND DISPUTES

9.1 OSEAS may delay, suspend, retain, reverse or withhold payment or the release of funds where:

(a) the Shipper, Carrier or another person notifies OSEAS of a genuine dispute relating to a Load, delivery, cancellation, refund, payment or service performance;

(b) the Shipper does not pay the Accepted Freight Charge by the agreed due date;

(d) OSEAS reasonably suspects fraud, unlawful activity, misuse of the Website/Platform or a breach of this Agreement, the Carrier Agreement or an Applicable Policy; or

(e) OSEAS is required to do so by law, Stripe, another payment processor, a financial institution or a regulator.

9.2 OSEAS may request reasonable evidence before dealing with funds, including proof of delivery, invoices, transport documents, correspondence, photographs and payment records.

9.3 OSEAS is not required to determine the merits of a dispute between a Shipper and Carrier. Any decision by OSEAS to hold, release, return or otherwise deal with funds is an administrative platform decision only and does not make OSEAS a party to the transport contract.

9.4 The Shipper must maintain a valid payment method with sufficient available funds. OSEAS may suspend the Shipper’s account, remove a Load, decline a booking or recover reasonable costs arising from a failed payment, payment reversal, chargeback or breach of this Agreement.

10. CANCELLATIONS AND REFUNDS

10.1 Cancellations are governed by the applicable Refund and Cancellation Policy.

10.2 Refunds are governed by the applicable Refund and cancellation Policy.

10.3 The Shipper acknowledges that, because OSEAS is not the transport provider, a request for a refund relating to Carrier performance, delivery, delay, loss or damage may require information, investigation or action by the Carrier.

10.4 Nothing in this Agreement, the Refund and Cancellation Policy excludes, restricts or modifies any right or remedy that cannot lawfully be excluded, restricted or modified.

11. INSURANCE AND RISK

11.1 The Shipper acknowledges that Carriers are responsible for maintaining the licences and insurance required of them under the Carrier Agreement and applicable law.

11.2 The Shipper is responsible for deciding whether the Carrier’s insurance and the nature of the Goods are adequate for the relevant Load, and whether the Shipper requires additional cargo, transit, marine, business interruption or other insurance.

11.3 Risk of loss or damage to Goods is governed by the transport contract between the Shipper and Carrier.

11.4 OSEAS does not insure the Goods and does not guarantee that a Carrier’s insurance will respond to, cover or pay a claim.

12. SHIPPER OBLIGATIONS

12.1 The Shipper must:

(a) comply with all applicable laws and regulations;

(b) provide accurate and complete Load information;

(d) act honestly and in good faith when dealing with OSEAS and Carriers;

(e) not misuse the Website/Platform;

(f) promptly respond to reasonable requests for information concerning a Load, payment, dispute or claim; and

(g) comply with this Agreement and the Applicable Policies.

13. LIMITATION OF LIABILITY

13.1 OSEAS provides an online marketplace that facilitates introductions, communications, booking administration and payment processing between Shippers and Carriers.

13.2 To the maximum extent permitted by law, OSEAS is not liable to the Shipper for any loss, damage, cost, expense, claim or liability arising from or in connection with:

(a) loss of, damage to, delay in delivery of, deterioration of or failure to deliver Goods;

(b) a Carrier’s acts, omissions, performance, non-performance, delay, cancellation, conduct or breach of a transport contract;

(d) inaccurate, incomplete, misleading or unlawful information supplied by the Shipper or another Website/Platform user;

(e) any decision by a Shipper or Carrier to submit, accept, reject, withdraw, cancel or vary a quote, booking or Load;

(f) the availability, conduct or performance of Stripe or another third-party payment processor; or

(g) any indirect, consequential, special or incidental loss, including loss of profit, loss of revenue, loss of opportunity, loss of goodwill, business interruption or loss of data.

13.3 Exclusion of Consequential Loss

To the maximum extent permitted by law, neither party is liable to the other for any indirect, consequential, special, incidental, or punitive loss or damage, including loss of revenue, loss of profit, loss of data, loss of business opportunity, or loss of anticipated savings, arising out of or in connection with this Agreement, the Platform, or any Load, regardless of whether such loss was foreseeable or the party had been advised of its possibility.

Aggregate Liability Cap 13. 4

To the maximum extent permitted by law, OSEAS’s aggregate liability to the Shipper arising out of or in connection with this Agreement, the Platform, or any Load, whether arising from one or multiple claims or events, is limited to the greater of:

(a) the Platform Fees actually paid by the Shipper to OSEAS during the 12 months immediately preceding the first event giving rise to the relevant claim; or

(b) $1,000.

13.5 Consumer Guarantees (ACL)

To the extent the Shipper is a consumer within the meaning of the Australian Consumer Law, and OSEAS fails to comply with a consumer guarantee that applies to the supply of services under this Agreement, OSEAS’s liability is limited (at OSEAS’s election) to:

(a) the resupply of the relevant services; or

(b) the payment of the cost of having the relevant services supplied again.

13.6 Non-Excludable Liability

Nothing in this clause limits or excludes any liability that cannot lawfully be limited or excluded, including liability for misleading or deceptive conduct under the Australian Consumer Law.

14. INDEMNITY

14.1 The Shipper indemnifies OSEAS and its officers, employees, contractors, agents and related bodies corporate against all loss, damage, liability, claim, demand, proceeding, cost and expense, including reasonable legal costs, arising out of or in connection with:

(a) any breach by the Shipper of this Agreement, the Applicable Policies or a transport contract with a Carrier;

(b) inaccurate, incomplete, misleading or unlawful information supplied by or on behalf of the Shipper in relation to a Load, the Goods, pickup or delivery locations, access requirements, weight, dimensions, value, condition or handling requirements;

(c) Goods that are prohibited, unlawful, dangerous, hazardous, defective, incorrectly described, incorrectly packaged, incorrectly labelled, inadequately secured or otherwise unsuitable for transport;

(d) the Shipper’s failure to provide documentation, declarations, licences, permits, approvals, labels, safety data sheets or other information required by applicable law or reasonably required for safe and lawful transport;

(e) any breach by the Shipper of its obligations under applicable road transport, heavy vehicle, dangerous goods, work health and safety, consumer protection, privacy or other laws;

(f) unsafe, inaccessible or unsuitable pickup or delivery locations, including site conditions, loading or unloading arrangements, access restrictions or instructions provided by or on behalf of the Shipper;

(g) any act, omission, negligence, fraud, misconduct or unlawful conduct of the Shipper, its employees, contractors, agents, customers, recipients or other persons under its control;

(h) a chargeback, payment reversal, failed payment, fraudulent payment or attempted circumvention of Booking fees caused by the Shipper or a person acting on its behalf; or

(i) a claim by a Carrier, recipient, site owner, regulator or other third party arising from a matter described in paragraphs (a) to (h).

14.2 The Shipper’s obligation under clause 14.1 does not apply to the extent that the relevant loss, damage, liability, claim, demand, proceeding, cost or expense was caused by OSEAS’s fraud, wilful misconduct, negligence or breach of this Agreement.

14.3 If the Shipper makes any claim against OSEAS, including a claim for loss or damage to goods, and OSEAS considers that the claim is wholly or partly covered by an indemnity provided by the Shipper under this Agreement, OSEAS must give the Shipper written notice of the claim as soon as reasonably practicable and, in any event, within 30 days after OSEAS becomes aware of the claim. Failure or delay by OSEAS in giving notice will not affect the Shipper’s liability under the indemnity unless, and only to the extent that, the delay materially prejudices the Shipper’s ability to investigate, defend, settle or otherwise respond to the claim.

15. ELECTRONIC ACCEPTANCE

15.1 This Agreement is presented to the Shipper during the registration and onboarding process through the Website/Platform. Before the Shipper is asked to accept this Agreement, the Website/Platform will display a link to the full current version of this Agreement and all Applicable Policies.

15.2 The primary method of acceptance is electronic. The Shipper accepts this Agreement by ticking the checkbox displayed on the onboarding page, which reads (or words to the effect of):

“I have read and agree to the OSEAS Shipper Agreement and Applicable Policies.”

15.3 By ticking the checkbox, the Shipper:

(a) confirms that it has read, or had a reasonable opportunity to read, this Agreement and the Applicable Policies before accepting;

(b) agrees to be bound by this Agreement and the Applicable Policies as at the date of acceptance; and

(c) acknowledges that ticking the checkbox constitutes a valid electronic signature for the purposes of the Electronic Transactions Act 1999 (Cth) and the Electronic Transactions Act 2000 (SA) (or equivalent applicable legislation).

15.4 OSEAS will retain a record of each Shipper’s acceptance, including the date and time of acceptance, the version of this Agreement accepted, and the method of acceptance. That record is binding evidence of the Shipper’s agreement to be bound by this Agreement.

15.5 Where the electronic acceptance system is unavailable or not functioning at the time of onboarding, OSEAS may, at its discretion, provide the Shipper with a printed or emailed copy of this Agreement for manual signing. In that case:

(a) the Shipper must sign and return the Agreement to OSEAS before using the Website/Platform;

(b) OSEAS will retain the signed copy as the acceptance record for that Shipper; and

15.6 If the terms of this Agreement or any Applicable Policy change, OSEAS will notify the Shipper through the Website/Platform or by email. The Shipper’s continued use of the Website/Platform after notification constitutes acceptance of the updated terms.

16. GENERAL

16.1 This Agreement is governed by the laws of South Australia and the Commonwealth of Australia. Each party submits to the non-exclusive jurisdiction of the courts of South Australia.

16.2 If any provision of this Agreement is void, voidable, unenforceable or illegal, it is to be read down to the extent necessary to make it valid and enforceable, or if it cannot be read down, it is severed, and the remaining provisions continue in full force.

16.3 A failure or delay by OSEAS to exercise a right or remedy under this Agreement does not constitute a waiver of that right or remedy.

16.4 This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior representations, negotiations, understandings and agreements.

16.5 OSEAS may update or amend this Agreement from time to time. Should anything change, the Shipper will be notified, and the updated Agreement will be made available through the Website/Platform.

16.6 The Shipper may not assign or transfer any right or obligation under this Agreement without OSEAS’s prior written consent. OSEAS may assign or transfer its rights and obligations under this Agreement without the Shipper’s consent.

ACKNOWLEDGEMENT

☐ By ticking the checkbox on the OSEAS onboarding page, the Shipper confirms that it has read this Agreement and agrees to be bound by its terms.

Shipper agreement