OSEAS CARRIER AGREEMENT

Version: 1.0 (Read Only)

This Agreement is entered :

Between:

OSEAS (ABN: 53982125080)
of South Australia
(“OSEAS”, “we”, “us”, “our”)

AND

Carrier
(“Carrier”, “you”, “your”)

1. BACKGROUND

1.1 Platform Services

The Platform operates an online marketplace connecting shippers with carriers for freight and logistics services.

1.2 Carrier Services

The Carrier wishes to use the Platform to offer freight transportation services to shippers.

1.3 Purpose

This Agreement sets out the terms under which the Carrier may access and use the Website/Platform to provide transportation services.

2. TERM AND TERMINATION

2.1 Commencement

This Agreement begins when the Carrier electronically accepts this Carrier Agreement and the applicable Refund and Cancellation Policy and continues until terminated by either party.

2.2 Termination by Carrier

You may terminate this Agreement by providing 30 days’ written notice to the Website/Platform.

2.3 Termination by Website/Platform

• Ordinary breach notice: 7 to 14 days to remedy

• Payment or document failures: 7 days to remedy

• Review mechanism: The Carrier may request an internal review within 5 business days, without requiring OSEAS to keep the account active during a serious investigation

• Final decision: OSEAS will notify the Carrier within 10 business days after receiving the review request

• Termination without breach: 30-day notice period

We may terminate or suspend this Agreement immediately if you:

• Breach any material term of this Agreement

• Engage in fraudulent or illegal activity

• Fail to maintain required licences or insurance

• Pose a safety risk to shippers or the public

•Fail verification or background checks

• Engage in illegality or create safety risks

• Create cybersecurity issues

•Engage in payment abuse or serious platform misconduct

2.4 Effect of Termination

Upon termination:

•You must complete all accepted bookings

•Outstanding payments remain due

•You must cease using the Platform

•We may retain your information as required by law

•Provisions that by their nature should survive will continue

3. CARRIER OBLIGATIONS

3.1 Licensing and Registration

You must hold and maintain:

•Valid business registration (ABN/ACN)

• All required transport operator licences

• Current vehicle registrations

•Valid driver’s licences for all drivers

•Any permits required for your operations

• Compliance with the Heavy Vehicle National Law (if applicable)

You must provide proof of all licences and registrations upon request.

3.2 Insurance Requirements

You must always maintain the following insurance coverage.

Mandatory Insurance:

•Public Liability Insurance

•Cargo/Goods in Transit Insurance

•Motor Vehicle Insurance: comprehensive coverage for all vehicles

•Workers Compensation Insurance (if you have employees)

Insurance Obligations:

•Provide certificates of currency before activation

• Notify us immediately if insurance lapses or is cancelled

•Ensure the Website/Platform is noted as an interested party

•Maintain coverage throughout the term of this Agreement

• Provide updated certificates upon renewal

3.3 Vehicle Standards

All vehicles used must:

•Be roadworthy and properly maintained

•Comply with all safety regulations

•Be suitable for the cargo type

•Pass regular safety inspections

•Be clean and presentable

•Have appropriate cargo securing equipment

•Display required signage and markings

3.4 Driver Requirements

All drivers must:

•Hold valid and appropriate driver’s licences

• Have clean driving records (no major violations in past 3 years)

•Comply with hours-of-service regulations

•Be properly trained for vehicle and cargo type

•Pass background checks (if required)

•Be employees or authorised subcontractors

•Always maintain professional conduct

3.5 Compliance with Laws

The Carrier must, at all times during the term of this Agreement, comply with all applicable Commonwealth, State and Territory laws, regulations, codes and standards, including without limitation:

(a) applicable road transport and road traffic laws, including the Road Transport Act 2013 (NSW), Road Safety Act 1986 (Vic), Transport Operations (Road Use Management) Act 1995 (Qld), Road Traffic Act 1961 (SA), Road Traffic (Administration) Act 2008 (WA), Traffic Act 1925 (Tas), Road Transport Act 1999 (ACT) and Traffic Act 1987 (NT), as applicable to the jurisdiction in which the Carrier operates;

(b) heavy vehicle laws and regulations, including the Heavy Vehicle National Law and applicable Heavy Vehicle National Regulations, and any applicable accreditation requirements thereunder (including any Heavy Vehicle Accreditation scheme), where applicable;

(c) dangerous goods laws and regulations, including the Dangerous Goods Act 1998 (NSW), Dangerous Goods Act 1985 (Vic), Dangerous Goods Safety Act 2004 (WA), Dangerous Substances Act 1979 (SA) and equivalent State and Territory legislation, and the Australian Dangerous Goods Code (as amended or replaced from time to time, including the current edition in force), where applicable;

(d) Chain of Responsibility obligations under the Heavy Vehicle National Law, including the primary duty of care under section 26C of that Law, where applicable;

(e) fatigue management obligations applicable to the Carrier’s drivers and operations under the Heavy Vehicle National Law (Chapter 6) and applicable State and Territory fatigue management legislation, where applicable;

(f) work health and safety or occupational health and safety laws, including the Work Health and Safety Act 2011 (Cth), Work Health and Safety Act 2012 (SA), Work Health and Safety Act 2011 (NSW), Occupational Health and Safety Act 2004 (Vic) and equivalent State and Territory legislation, including applicable codes of practice and safe work method statements;

(g) workers compensation and injury management laws, including the Return to Work Act 2014 (SA), Workers Compensation Act 1987 (NSW), Workplace Injury Rehabilitation and Compensation Act 2013 (Vic) and equivalent State and Territory legislation, applicable to the Carrier’s employees, contractors, and sub-drivers;

(h) privacy and data protection laws, including the Privacy Act 1988 (Cth) and the Australian Privacy Principles, where applicable;

(i) consumer protection laws, including the Competition and Consumer Act 2010 (Cth) and the Australian Consumer Law (Schedule 2 to that Act), where applicable; and

(j) taxation and GST laws, including the A New Tax System (Goods and Services Tax) Act 1999 (Cth), the Income Tax Assessment Act 1997 (Cth) and the Taxation Administration Act 1953 (Cth).

(k) The Carrier represents and warrants that, as at the date of this Agreement and throughout its term, it holds all licences, permits, registrations, and accreditations required by law to perform the Services, including any applicable driver licence class, vehicle registration, and heavy vehicle accreditation.

(l) The Carrier must promptly notify OSEAS in writing if:

(m the Carrier becomes aware of any actual or suspected breach of any applicable law or regulation in connection with the performance of the Services; or

(n) any licence, permit, registration, or accreditation held by the Carrier is suspended, cancelled, lapses, or becomes subject to investigation or review by a regulatory authority.

Notification under this clause 3.5.3 must be given as soon as practicable and in any event within 2 business days of the Carrier becoming aware of the relevant matter.

(o) Nothing in this clause 3.5 limits or displaces OSEAS’s own obligations under applicable laws, including any Chain of Responsibility obligations OSEAS may hold as a party in the transport supply chain. The Carrier’s compliance obligations under this clause are in addition to, and do not reduce, any obligations OSEAS independently holds under applicable law.

(p) The Carrier indemnifies OSEAS against any loss, liability, cost, damage, or expense (including reasonable legal costs on a solicitor-client basis) suffered or incurred by OSEAS arising from or in connection with:

(q) the Carrier’s failure to comply with any applicable law or regulation in connection with the performance of the Services; or

(r) any breach of the representations and warranties given by the Carrier under clause 3.5.2.

The indemnity in this clause 3.5.5 is a continuing obligation, separate and independent from the Carrier’s other obligations under this Agreement and survives termination or expiry of this Agreement.

3.6 Service Standards

You must:

• Accept only bookings you can reasonably complete

• Provide accurate availability and capacity information

• Arrive at pickup locations on time

• Handle cargo with reasonable care and skill

• Secure cargo properly during transport

• Follow shipper instructions and delivery requirements

• Provide real-time tracking updates

• Deliver cargo within agreed timeframes

• Obtain proof of delivery

• Maintain professional communication

3.7 Prohibited Activities

You must not:

•Accept bookings you cannot fulfil

• Subcontract without shipper consent

• Deviate from agreed routes without authorisation

•Tamper with or damage cargo

•Use cargo for personal purposes

• Discriminate against shippers

•Manipulate ratings or reviews

• Circumvent Platform fees

• Share account access with unauthorised persons

• Use the Platform for illegal purposes

4. PLATFORM RIGHTS AND OBLIGATIONS

4.1 Platform Services

We will provide:

•Access to the Platform and its features

•Connection with shippers seeking services

•Payment processing services

•Tracking and communication tools

•Customer support

•Dispute resolution assistance

4.2 Platform Rights

We reserve the right to:

• Verify your credentials and information

• Conduct background checks

• Monitor your performance and ratings

• Suspend or terminate your account

• Modify Platform features and services

• Set minimum service standards

• Remove or reject listings

• Investigate complaints and disputes

4.3 No Guarantee

We do not guarantee:

•Any minimum number of bookings

•Specific earnings or revenue

•Continuous Platform availability

•Error-free operation

•Compatibility with your systems

4.4 Submission of Quotes; No Guarantee of Selection

The Carrier acknowledges and agrees that the Website/Platform enables Shippers to post shipment opportunities and permits Carriers to submit quotes or offers in response to such postings. The submission of a quote or offer by the Carrier does not reserve or secure the shipment, create any right or expectation of being selected, or constitute a binding agreement for the provision of transportation services. The Shipper has sole and absolute discretion to evaluate all quotes or offers received and to select any Carrier, or no Carrier, based on such criteria as the Shipper considers appropriate. The Shipper is under no obligation to accept the lowest-priced quote or any quote submitted through the Website/Platform. The Website/Platform does not participate in or control the Shipper’s selection decision and makes no representation or guarantee that a Carrier submitting a quote or offer will be awarded the shipment.

5. BOOKINGS AND TRANSACTIONS

5.1 Booking Process

Accepting Bookings:

•You may submit quotes or a shipper accepts your offer

•Acceptance creates a binding contract with the shipper

•You must honour all accepted bookings

•Cancellations may result in penalties

Booking Information:

•Review all shipment details carefully

•Confirm you can meet requirements

•Clarify any uncertainties before shipper acceptance

•Verify pickup and delivery locations

5.2 Pricing

Your Rates:

•You set your own rates for services

•Rates must be competitive and reasonable

•All rates are in Australian Dollars (AUD)

6. ELECTRONIC ACCEPTANCE AND INCORPORATED POLICIES

6.1 As a condition of registering for, accessing or using the Website/Platform, the Carrier must electronically accept each of the following documents:

(a) this Carrier Agreement;

(b) the Carrier Refund Policy, effective 21 September 2025, as made available at the Refund Policy or electronic location displayed to the Carrier during registration; and

(c) the Website/Platform Terms and Conditions, available at Terms and Conditions, in each case in the version presented to the Carrier at the time of acceptance.

6.2 Before the Carrier accepts the documents listed in clause 6.1, OSEAS must make each document reasonably available for the Carrier to read, download or otherwise retain for its records.

6.3 The Carrier Refund Policy and Website/Platform Terms and Conditions are incorporated into and form part of this Agreement. A reference in this Agreement to the Applicable Policies means those documents collectively.

6.4 The Carrier acknowledges that:

(a) the Carrier Refund Policy sets out the Platform fees payable by the Carrier, including the current Platform fee of 7.5% of the accepted Load value, together with applicable refund, cancellation and cancellation-charge rules; and

(b) the Website/Platform Terms and Conditions set out the payment-processing arrangements, timing and process for fee deductions, chargeback procedures and general rules for use of the Website/Platform.

6.5 If there is an inconsistency between this Agreement and an Applicable Policy, the following order of priority applies only to the extent of the inconsistency:

(a) the Carrier Refund Policy prevails in relation to Carrier Platform Fees, refunds, cancellations and cancellation charges;

(b) the Website/Platform Terms and Conditions prevail in relation to payment processing, the timing and process for fee deductions, chargebacks, payment reversals, account administration and general use of the Website/Platform; and

(c) this Agreement prevails in relation to the Carrier’s transport services, accepted Loads, operational obligations, licences, insurance, vehicles, drivers, cargo handling, safety and compliance obligations.

6.6 A dispute about transport performance, cargo loss or damage, delay, pickup or delivery, or compliance with a transport contract is not treated as a payment-processing dispute merely because payment is processed through the Website/Platform.

6.7 If an issue is not specifically addressed by an Applicable Policy, this Agreement applies to that issue. An Applicable Policy does not override this Agreement merely because it deals generally with a related subject.

6.8 OSEAS may vary an Applicable Policy by giving the Carrier reasonable notice of a material change through the Website/Platform, the Carrier’s registered email address or another electronic method specified on the Website/Platform Terms and Conditions. Should any provision of the Applicable Policy change, OSEAS will notify you by email at your registered email address or by providing notice on the Platform before the changes take effect. Where required, you will be given the option to review and re-accept the updated Policy before they become effective.

6.9 OSEAS may make a change effective immediately where reasonably necessary to:

(a) comply with applicable law, a court order or a regulatory requirement;

(b) respond to fraud, cybersecurity, safety or misuse risks;

(d) comply with a mandatory requirement imposed by Stripe or another authorised payment processor.

OSEAS must notify the Carrier of an immediate material change as soon as reasonably practicable.

6.10 A variation does not apply retrospectively to a Load accepted before the variation takes effect, unless:

(a) the Carrier expressly agrees;

(b) the change is required by applicable law, a court order or a regulatory requirement; or

(c) the change is necessary to address an urgent safety, fraud or security risk and OSEAS applies it only to the extent reasonably necessary.

6.11 If the Carrier does not agree to a prospective material variation, the Carrier may terminate this Agreement by written notice before the variation takes effect. The previous terms continue to apply to any Load accepted before termination, subject to clause 6.10.

6.12 OSEAS may retain an electronic record of the Carrier’s acceptance, including:

(a) the Carrier’s account details;

(b) the title, effective date and version of each accepted document;

(d) the affirmative action used to record acceptance.

6.13 The Carrier’s electronic acceptance, including selecting an acceptance checkbox or clicking an acceptance button, constitutes agreement to be legally bound by the documents listed in clause 6.1.

6.14 Acceptance of this Agreement or an Applicable Policy does not itself create a transport contract for a particular Load. A transport contract is formed only when a Shipper accepts the Carrier’s quote or offer through the Website/Platform in accordance with the applicable terms.

6.15 Electronic Acceptance Checkbox

Before completing registration for or accessing the Website/Platform, the Carrier must select the following checkbox, which must be unticked by default:

☐ I confirm that I have read, understood and agree to be legally bound by the current versions of the OSEAS Carrier Agreement, Refund Policy Carrier and Terms and Conditions made available to me before acceptance. I consent to entering into these documents and receiving related notices and communications electronically.

The Carrier cannot complete registration unless the checkbox is selected. OSEAS may retain an electronic record of the acceptance in accordance with clause 6.12.

7. LIMITATION OF LIABILITY

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

7.2 To the maximum extent permitted by law, OSEAS is not liable to the Carrier 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 Carrier 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.

7.3 Aggregate Liability Cap

Subject to clauses 7.4, 7.5 and 7.6, and to the maximum extent permitted by law, OSEAS’s total aggregate liability to the Carrier arising out of or in connection with this Agreement, the Website/Platform, any Load or any transport contract is limited to the greater of:

(a) the Carrier Platform Fees actually paid to and retained by OSEAS under this Agreement during the 12 months immediately preceding the event giving rise to the first claim; and

(b) $1,000.

7.3A Application of Cap

The limitation in clause 7.3:

(d) applies whether liability arises in contract, tort, including negligence, under statute, in equity, under an indemnity or otherwise;

(e) applies to a series of connected, repeated or related events as if they were a single event; and

(f) does not increase because more than one claim, claimant, Load, booking, transport contract or legal basis is involved.

7.3B Recovery Limited to Direct Loss

Subject to clause 7.4, the Carrier may recover only direct loss that was reasonably foreseeable and proven to have been caused by OSEAS’s breach of this Agreement. OSEAS is not liable for indirect, consequential, special or incidental loss, including loss of profit, revenue, opportunity, goodwill, anticipated savings, business interruption or data.

7.4 Non-Excludable Rights

Nothing in this Agreement excludes, restricts or modifies any consumer guarantee, warranty, right or remedy implied or imposed by law, including under the Australian Consumer Law, to the extent it cannot lawfully be excluded, restricted or modified.

7.5 Permitted Limitation of Remedies

Where OSEAS is permitted by law to limit its liability for breach of a non-excludable guarantee, warranty, condition or other right relating to services not ordinarily acquired for personal, domestic or household use or consumption, OSEAS’s liability is limited, at OSEAS’s option, to:

(a) supplying the relevant services again; or

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

7.6 Excluded Liabilities

The limitations and exclusions in this clause 7 do not apply to:

(a) OSEAS’s fraud or wilful misconduct;

(b) death or personal injury to the extent caused by OSEAS’s negligence; or

7.7 No Double Recovery

The Carrier must not recover more than once for the same loss and must take reasonable steps to mitigate any loss arising out of or in connection with this Agreement.

8. GOVERNING LAW AND JURISDICTION

8.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of South Australia and the applicable laws of the Commonwealth of Australia.

8.2 Jurisdiction

Each party irrevocably submits to the exclusive jurisdiction of the courts of South Australia and any courts competent to hear appeals from those courts, in respect of any dispute, claim, or proceeding arising out of or in connection with this Agreement.

8.3 Mandatory Laws

Nothing in this clause 8 excludes or limits the application of any Commonwealth, State or Territory law that applies to this Agreement by its own terms regardless of any choice of law, including the Australian Consumer Law and any applicable transport, safety or employment legislation.

Carrier agreement