OSEAS PLATFORM — WEBSITE TERMS AND CONDITIONS OF USE
Effective Date: 9 August 2026
Last Updated: 17 August 2026

Version: 1.0 (Read Only)

BACKGROUND
A. OSEAS operates an online freight and logistics marketplace platform (the Platform) that connects shippers and carriers for the purpose of arranging freight and logistics services.
B. These Terms and Conditions govern the access to and use of the Platform by all registered users, including Shippers and Carriers.
C. By registering for or using the Platform, you agree to be bound by these Terms and Conditions.

1. DEFINITIONS AND INTERPRETATION
1.1 In these Terms and Conditions, unless the context otherwise requires:
(a) “OSEAS” means OSEAS (ABN 53 982 125 080), the operator of the Platform;
(b) “Platform” means the OSEAS online freight and logistics marketplace, including all associated websites, applications, and services operated by OSEAS;
(c) “User”, “you” or “your” means any person or entity that accesses or uses the Platform, including Shippers and Carriers;
(d) “Shipper” means a User who posts freight or logistics requirements on the Platform and accepts quotes or offers from Carriers;
(e) “Carrier” means a User who provides freight or logistics services through the Platform and submits quotes or offers to Shippers;
(f) “Load” means a freight or logistics job posted by a Shipper on the Platform;
(g) “Accepted Quote” means a quote or offer submitted by a Carrier that has been accepted by a Shipper through the Platform;
(h) “Platform Fee” means the fee charged by OSEAS for use of the Platform, as set out in clause 6;
(i) “Stripe” means Stripe Payments Australia Pty Ltd (or its related entities), the third-party payment processor used by OSEAS to facilitate all payments on the Platform;
(j) “Freight Charge” means the amount payable by a Shipper to a Carrier for the provision of freight or logistics services in respect of a Load, as set out in the Accepted Quote;
(k) “Deferred Payment Arrangement” has the meaning given in clause 7;
(l) “Agreement” means these Terms and Conditions together with any applicable Shipper Agreement, Carrier Agreement, Shipper Refund Policy, and Carrier Refund Policy;
(m) “Australian Consumer Law” means Schedule 2 of the Competition and Consumer Act 2010 (Cth);
(n) “Business Day” means a day that is not a Saturday, Sunday, or public holiday in South Australia.
1.2 In these Terms and Conditions:
(a) headings are for convenience only and do not affect interpretation;
(b) the singular includes the plural and vice versa;
(c) a reference to a person includes a corporation, trust, partnership, unincorporated body, or other entity;
(d) a reference to legislation includes any amendment, re-enactment, or replacement of that legislation.

2. ACCEPTANCE OF TERMS
2.1 By accessing or using the Platform, you confirm that you have read, understood, and agree to be bound by these Terms and Conditions.
☐ I have read, understood, and agree to be bound by these Terms and Conditions.
2.2 If you do not agree to these Terms and Conditions, you must not access or use the Platform.
2.3 Should any provision of these Terms and Conditions 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 Terms and Conditions before they become effective.
☐ I acknowledge that OSEAS may amend these Terms and Conditions at any time and that my continued use of the Platform following notification of any amendment constitutes my acceptance of the amended Terms and Conditions.
2.4 These Terms and Conditions apply to all Users and govern all transactions and interactions conducted through the Platform.

3. PLATFORM SERVICES
3.1 OSEAS provides an online marketplace that facilitates connections between Shippers and Carriers for the purpose of arranging freight and logistics services.
3.2 OSEAS acts as an intermediary only. OSEAS is not a party to any freight or logistics contract entered into between a Shipper and a Carrier through the Platform.
3.3 OSEAS does not guarantee the availability, quality, timeliness, or safety of any freight or logistics services offered by Carriers through the Platform.
3.4 OSEAS reserves the right to modify, suspend, or discontinue any aspect of the Platform by providing not less than one month’s written notice to Users through the Platform.

4. REGISTRATION AND ACCOUNTS
4.1 To access the full functionality of the Platform, you must register for an account and provide accurate, current, and complete information as required during the registration process.
4.2 You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.
4.3 You must notify OSEAS immediately if you become aware of any unauthorised use of your account.
4.4 Subject to clause 14.1, OSEAS reserves the right to suspend or terminate any account where a User breaches these Terms and Conditions, by providing one month’s written notice to the User.
4.5 You must not create more than one account without the prior written consent of OSEAS.

5. USER OBLIGATIONS
5.1 All Users must:
(a) use the Platform only for lawful purposes and in accordance with these Terms and Conditions;
(b) provide accurate and truthful information in all dealings on the Platform;
(c) comply with all applicable laws and regulations, including those relating to freight, transport, and logistics;
(d) not engage in any conduct that is fraudulent, misleading, deceptive, or likely to harm OSEAS or other Users;
(e) not use the Platform to transmit any unsolicited communications, spam, or malicious content;
(f) not attempt to gain unauthorised access to any part of the Platform or any other User’s account.
5.2 Carriers must:
(a) hold all licences, permits, and insurances required by law to provide the freight or logistics services they offer through the Platform;
(b) ensure that all quotes and offers submitted through the Platform are accurate and reflect the Carrier’s genuine ability to perform the relevant services;
(c) comply with all applicable road transport, workplace health and safety, and environmental laws.
5.3 Shippers must:
(a) ensure that all Load details posted on the Platform are accurate, complete, and not misleading;
(b) ensure that any goods to be transported comply with all applicable laws and regulations;
(c) pay all amounts due under these Terms and Conditions in accordance with the payment obligations set out in clause 6.

6. PLATFORM FEES AND PAYMENT
6.1 OSEAS charges the following Platform Fees for use of the Platform:
(a) Platform Booking Fee: a fee of 2.5% of the Accepted Quote value, payable by the Shipper to OSEAS before the Carrier transports the Load. Payment of the Platform Booking Fee confirms the booking.
(b) Carrier Platform Fee: a fee of 7.5% of the Accepted Quote value, which will be deducted by OSEAS from the Freight Charge at the time the Shipper makes payment to the Carrier through the Platform.
(c) The Freight Charge, less the 7.5% Carrier Platform Fee, will be released to the Carrier 48 hours after delivery is confirmed and valid proof of delivery (POD) has been submitted and accepted, provided no dispute has been raised through the Platform.
(d) The Carrier’s Freight Charge payment becomes eligible for release upon:
(i) successful completion of the contracted transport;
(ii) submission of valid proof of delivery where applicable;
(iii) expiry of the applicable dispute period; and
(iv) satisfaction of the Platform’s payment-release conditions.
Where a substantiated dispute indicates that the Carrier has not fulfilled its contractual obligations, the Platform may suspend or withhold the pending payout while the dispute is being resolved in accordance with these Terms and Conditions and Platform rules.
(e) Dispute Flow: If a Shipper experiences a problem with a shipment, including a delay, damaged goods, lost or missing cargo, shortage, pickup issue, or delivery issue, the Shipper may raise a dispute directly from the booking on the Platform. Upon a dispute being raised:
(i) the Platform records the dispute and notifies the Carrier;
(ii) both the Shipper and Carrier are given an opportunity to provide explanations and supporting evidence;
(iii) the Platform reviews the relevant booking information, quotation, accepted Carrier Terms and Conditions, Platform communications, shipment milestones, proof of delivery where applicable, and submitted evidence to facilitate a fair and transparent resolution;
(iv) if the dispute is raised before the Carrier’s Freight Charge payment is released, the payment may remain pending until the matter is resolved;
(v) where the Carrier has already been paid, the dispute is handled in accordance with the applicable Carrier Terms and Conditions and the agreed resolution process; and
(vi) disputes may be resolved by agreement between the parties, settlement, partial settlement, rejection, or referral to the appropriate external claims, insurance, or legal process where necessary.
The Platform acts as a neutral facilitator and does not assume responsibility for the Carrier’s or Shipper’s contractual obligations, except to the extent that the Platform is responsible for its own services or negligence.
6.2 All payments on the Platform, including Platform Fees and Freight Charges, must be made exclusively through Stripe. OSEAS does not accept or facilitate payments by any other method.
6.3 The Shipper must pay the Platform Booking Fee to OSEAS through Stripe before the Load is assigned to a Carrier for transport.
6.4 Upon the Shipper’s payment of the Freight Charge to the Carrier through Stripe, OSEAS will deduct the Carrier Platform Fee from that amount and remit the balance to the Carrier 48 hours after delivery, in accordance with clause 6.1(c).
6.5 All Platform Fees are exclusive of GST unless otherwise stated. Where GST applies, it will be added to the relevant fee.
6.6 Platform Fees are non-refundable except as expressly provided in the OSEAS Shipper Refund Policy, the OSEAS Carrier Refund Policy, or as required by the Australian Consumer Law.
6.7 OSEAS reserves the right to vary the Platform Fees from time to time by providing reasonable notice to Users through the Platform.

7. DEFERRED PAYMENT ARRANGEMENTS
7.1 Subject to the conditions in this clause 7, a Carrier may agree to allow a Shipper to defer payment of the Freight Charge for a period of up to seven (7) days after the completion of the relevant shipment (Deferred Payment Arrangement).
7.2 Any Deferred Payment Arrangement:
(a) must be agreed between the Shipper and the Carrier prior to the commencement of transport of the Load;
(b) applies only to the Freight Charge payable by the Shipper to the Carrier and does not affect the Shipper’s obligation to pay the Platform Booking Fee to OSEAS before the Load is assigned to a Carrier under clause 6.3; and
(c) does not affect the Carrier Platform Fee, which remains payable to OSEAS and will be deducted from the Freight Charge at the time of payment through Stripe in accordance with clause 6.4.
7.3 Notwithstanding any Deferred Payment Arrangement, all payments of the Freight Charge must be made exclusively through Stripe in accordance with clause 6.2. A Deferred Payment Arrangement does not authorise or permit payment by any method other than Stripe.
7.4 OSEAS does not guarantee or enforce the terms of any Deferred Payment Arrangement between a Shipper and a Carrier. The Platform acts as a neutral facilitator and does not assume responsibility for the Carrier’s or Shipper’s contractual obligations.
7.5 Any dispute under a Deferred Payment Arrangement is between the Shipper and Carrier, subject to clauses 6.1(d) and 13.
7.6 A Deferred Payment Arrangement does not constitute or authorise any circumvention of the Platform or the Stripe payment system. Any attempt to use a Deferred Payment Arrangement as a mechanism to transact outside the Platform is a breach of clause 8.

8. ANTI-CIRCUMVENTION
8.1 Users must not, directly or indirectly, take any action to circumvent, bypass, or avoid the Platform or the Stripe payment system, including by:
(a) contacting or transacting with another User identified through the Platform for the purpose of arranging freight or logistics services outside the Platform;
(b) making or receiving any payment in connection with a Load or freight services arranged through the Platform by any method other than Stripe;
(c) soliciting or encouraging another User to transact outside the Platform;
(d) sharing contact details or other information for the purpose of facilitating transactions outside the Platform; or
(e) using information obtained through the Platform to establish a direct commercial relationship with another User that bypasses the Platform.
8.2 The anti-circumvention obligations in clause 8.1 apply:
(a) during the period in which a User maintains an active account on the Platform; and
(b) for a period of twelve (12) months following the termination or expiry of a User’s account, in respect of any User or Load identified through the Platform during the period of the User’s account.
8.3 OSEAS’s ability to operate and maintain the Platform depends on all transactions being conducted through the Platform and the Stripe payment system. Circumvention causes direct harm to OSEAS and undermines the integrity of the Platform.
8.4 If OSEAS reasonably suspects that a User has engaged in circumvention, OSEAS may:
(a) suspend or terminate the User’s account in accordance with clause 14;
(b) withhold only the amount in dispute from any amounts otherwise payable to the User through the Platform, pending resolution of the dispute; undisputed amount will be paid out.
(c) pursue any other remedies available to OSEAS at law or in equity, including recovery of damages representing the Platform Fees that would have been payable had the transaction been conducted through the Platform.
8.5 Users acknowledge that a breach of this clause 8 would cause OSEAS loss that may be difficult to quantify, and that OSEAS may seek injunctive or other equitable relief in addition to any damages claim.

9. INTELLECTUAL PROPERTY
9.1 All intellectual property rights in the Platform, including its content, design, software, trademarks, and logos, are owned by or licensed to OSEAS.
9.2 Users are granted a limited, non-exclusive, non-transferable licence to access and use the Platform for the purposes contemplated by these Terms and Conditions.
9.3 Users must not reproduce, modify, distribute, or otherwise exploit any intellectual property of OSEAS without prior written consent.
9.4 Users retain ownership of any content they upload to the Platform. OSEAS does not use user content to train AI models. OSEAS may use certain information for the purposes of operating, securing, and improving the Platform.

10. PRIVACY
10.1 OSEAS collects, uses, and discloses personal information in accordance with its Privacy Policies, which are available on the Platform.
10.2 By using the Platform, you consent to the collection, use, and disclosure of your personal information as described in the applicable Privacy Policy.
10.3 OSEAS handles personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs). OSEAS takes reasonable steps to collect, use, disclose, store, secure, and provide access to and correction of personal information in accordance with those requirements. Further information about how OSEAS handles personal information is set out in the:
(a) OSEAS Carrier Privacy Policy (for Carriers); and
(b) OSEAS Shipper Privacy Policy (for Shippers),
each of which is available on the Platform.

11. LIABILITY AND DISCLAIMERS
11.1 To the maximum extent permitted by law, OSEAS excludes all liability for any loss or damage (including indirect, consequential, or economic loss) arising from:
(a) your use of or inability to use the Platform;
(b) any transaction or arrangement entered into between a Shipper and a Carrier through the Platform;
(c) any act or omission of a Carrier in providing freight or logistics services;
(d) any inaccuracy or incompleteness in information provided by Users on the Platform; or
(e) any unauthorised access to or use of your account.
11.2 Where OSEAS is responsible for a failure, OSEAS will provide an appropriate remedy, which may include resupplying the service or reimbursing the reasonable cost of obtaining the service elsewhere. Where OSEAS’s negligence, misconduct, breach of contract, or breach of law causes or contributes to loss, OSEAS is responsible to the extent of its contribution.
11.3 Nothing in this clause excludes any liability or remedy that cannot lawfully be excluded. The Australian Consumer Law (ACL), set out in Schedule 2 to the Competition and Consumer Act 2010 (Cth), provides non-excludable guarantees for services. Under ACL sections 60 to 62, OSEAS guarantees that the platform services it provides will be:
(a) supplied with due care and skill (s 60);
(b) reasonably fit for any particular purpose, or achieve any result, that a User makes known to OSEAS and on which the User relies on OSEAS’s skill or judgment (s 61); and
(c) supplied within a reasonable time where no time for supply has been fixed (s 62).
For the avoidance of doubt, these guarantees apply to OSEAS’s platform services only and do not extend to freight or transport services provided by Carriers, for which Carriers bear their own obligations under applicable law.
11.4 Nothing in these Terms and Conditions excludes, restricts, or modifies any right or remedy, or any guarantee, warranty, or other term or condition, implied or imposed by the Australian Consumer Law that cannot lawfully be excluded or limited.
11.5 OSEAS does not warrant that the Platform will be uninterrupted, error-free, or free from viruses or other harmful components. This clause does not exclude or limit OSEAS’s liability arising from its own wilful misconduct, negligence, or breach of applicable law.

12. INDEMNITY
12.1 Each User indemnifies OSEAS and its officers, employees, and agents against all claims, losses, damages, costs (including legal costs on a solicitor-client basis), and expenses arising from or in connection with:
(a) the User’s use of the Platform;
(b) any breach by the User of these Terms and Conditions;
(c) any negligent or unlawful act or omission by the User; or
(d) any dispute between the User and another User arising from a transaction on the Platform,
but only to the extent that the relevant claim, loss, damage, cost, or expense is caused or contributed to by the User.
12.2 OSEAS remains responsible to the extent that any claim, loss, damage, cost, or expense is caused or contributed to by OSEAS’s negligence, misconduct, fraud, breach of these Terms and Conditions, or unlawful act or omission.

13. DISPUTES
13.1 If a dispute arises between Users in connection with a transaction on the Platform, the Users must first attempt to resolve the dispute directly and in good faith.
13.2 If a dispute cannot be resolved between Users, either party may notify OSEAS, and OSEAS may, at its discretion, assist in facilitating a resolution. OSEAS is not obliged to resolve disputes between Users and is not liable for the outcome of any such dispute.
13.3 If a dispute arises between a User and OSEAS, the parties must first attempt to resolve the dispute by negotiation. If the dispute is not resolved within twenty (20) Business Days of written notice, either party may refer the dispute to mediation in South Australia.
13.4 OSEAS may apply to a court of competent jurisdiction for urgent interim or injunctive relief where reasonably necessary to protect its business operations or prevent irreparable harm pending resolution of the dispute. The aggrieved party retains the same right to seek any urgent relief or remedy available to it under applicable law.
13.5 The exercise of any right to seek interim or injunctive relief does not constitute a waiver of, or failure to comply with, the obligation to participate in mediation, and does not prevent or delay the continuation of the mediation process.

14. TERMINATION AND SUSPENSION
14.1 OSEAS may suspend or terminate a User’s account if:
(a) the User breaches any provision of these Terms and Conditions;
(b) OSEAS reasonably suspects fraudulent, unlawful, or harmful conduct by the User; or
(c) OSEAS is required to do so by law or a regulatory authority.
Subject to clause 14.1, OSEAS will provide one month’s written notice to the User before suspending or terminating an account. Notwithstanding the above, where OSEAS reasonably suspects that a User has engaged in serious misconduct, including fraud, criminal conduct, or conduct that poses an immediate risk to the safety or integrity of the Platform or other Users, OSEAS may suspend the User’s account immediately and without prior notice. OSEAS will notify the User of the suspension and the reasons for it as soon as reasonably practicable following the immediate suspension.
14.2 A User may terminate their account by providing written notice of one (1) month to OSEAS, subject to the completion of any outstanding transactions and payment of all amounts due.
14.3 Upon termination of a User’s account:
(a) the User’s access to the Platform will cease;
(b) all outstanding Platform Fees and Freight Charges remain payable. The User must give OSEAS written notice of one (1) month of its intention to terminate its account. OSEAS will acknowledge the notice and remind the User that all outstanding Platform Fees and Freight Charges remain payable. A Shipper must pay any applicable Platform Booking Fee and must continue to pay the Carrier’s Freight Charges through Stripe in the usual manner. A Carrier must pay any outstanding Platform Fees through Stripe. OSEAS will deduct the Carrier Platform Fee and remit the remaining amount to the Carrier as the Freight Charge in accordance with clause 6.4. A notice to terminate an account does not release the User from any obligation or liability arising under these Terms and Conditions prior to or upon termination; and
(c) the anti-circumvention obligations in clause 8.2(b) continue to apply for the period specified.
14.4 Clauses 7, 8, 9, 10, 11, 12, 13, and 15 survive termination of these Terms and Conditions.
15. GENERAL
15.1 These Terms and Conditions are 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.
15.2 If any provision of these Terms and Conditions is found to be invalid, unenforceable, or illegal, that provision will be severed and the remaining provisions will continue in full force and effect.
15.3 OSEAS’s failure to enforce any provision of these Terms and Conditions does not constitute a waiver of that provision.
15.4 These Website/Platform Terms and Conditions, together with the following documents, constitute the entire agreement between OSEAS and each User with respect to the use of the Platform and supersede all prior agreements and understandings:
(a) OSEAS Carrier Agreement (Agreement);
(b) OSEAS Shipper Agreement (Agreement);
(c) OSEAS Carrier Refund Policy (Policy);
(d) OSEAS Shipper Refund Policy (Policy);
(e) OSEAS Carrier Privacy Policy (Policy); and
(f) OSEAS Shipper Privacy Policy (Policy).
In the event of any inconsistency between these Website Terms and Conditions and any of the documents listed in this clause 15.4, these Terms and Conditions prevail to the extent of the inconsistency, unless the relevant document expressly provides otherwise.
15.5 Users may not assign or transfer any rights or obligations under these Terms and Conditions without the prior written consent of OSEAS.
15.6 Notices to OSEAS under these Terms and Conditions must be sent to support@oseas.com.au