Platform Terms of Use | Freight Base

Core Platform Terms
Commercial Terms and 3.5% Marketplace Transaction Fee
Marketplace Protection Programme
Marketplace Rules
Supporting Policies and Schedules

1. Core Platform Terms

1.1 About Freight Base

Freight Base is a technology marketplace operated by HAI Technology Systems Limited trading as Freight Base. The Platform enables Customers and independent Carriers to locate, communicate and transact with one another for transport, courier, haulage, freight, storage and logistics services.

Freight Base is not the carrier, haulier, freight forwarder, warehouse operator or logistics provider responsible for transporting Goods unless expressly agreed in writing.

The contract for carriage exists between the Customer and the Carrier. Freight Base is not a party to that transport contract.

1.2 Definitions

Booking means a transport, courier, haulage, freight, storage or logistics request submitted, quoted for, accepted or managed through the Platform.

Booking Value means the total amount payable by the Customer to the Carrier for the relevant Booking, excluding VAT unless otherwise stated.

Carrier means an independent courier, haulier, logistics provider, transport provider or carrier registered to provide services through the Platform.

Customer means any individual, company or organisation using the Platform to request transport, courier, haulage, freight, storage or logistics services.

Marketplace Transaction Fee means the fee payable to Freight Base in respect of completed Bookings, calculated at 3.5% of Booking Value plus VAT where applicable unless otherwise agreed in writing.

Protected Introduction means an introduction between a Customer and Carrier facilitated by Freight Base through the Platform.

2. Commercial Terms and Marketplace Transaction Fee

2.1 Freight Base Marketplace Transaction Fee

For every Booking successfully completed through the Freight Base Platform, Freight Base shall be entitled to charge a Marketplace Transaction Fee equal to 3.5% of the Booking Value plus VAT where applicable.

The Marketplace Transaction Fee is payable in consideration of Freight Base providing the Platform, facilitating the marketplace, enabling introductions between Customers and Carriers, supporting communications, maintaining the technology infrastructure and administering the Booking environment.

Unless otherwise agreed in writing, the Marketplace Transaction Fee shall be payable by the Carrier.

The Marketplace Transaction Fee becomes payable upon completion of the relevant Booking, unless otherwise stated in the Pricing Schedule or agreed in writing.

Freight Base may collect the Marketplace Transaction Fee by Direct Debit, card, Open Banking, bank transfer, deduction from settlement, invoice or any other approved payment method.

2.2 Pricing Schedule

Charge Type	Description	Amount
Marketplace Transaction Fee	Fee payable to Freight Base for each completed Booking through the Platform.	3.5% of Booking Value + VAT where applicable
Minimum Platform Charge	Minimum fee per Booking, if introduced.	As published by Freight Base from time to time.
Subscription Fees	Premium membership, carrier accounts, customer accounts or enterprise services.	As agreed or published.
API / Integration Fees	API access, bespoke integrations or enterprise connectivity.	As agreed in writing.
Platform Protection Fee	Fee payable where deliberate circumvention has occurred.	Greater of avoided Platform Charges or published minimum fee.

3. Consolidated Incorporated Documents

The following sections incorporate and align the Freight Base policy pack with these Platform Terms.

Part 10 — Freight Base Marketplace Protection Programme (FMPP)

73. Freight Base Marketplace Protection Programme

73.1 Purpose

The Freight Base Marketplace Protection Programme (“FMPP”) exists to protect the legitimate commercial interests of Freight Base, its Customers and its Carriers.

The Programme is designed to preserve the integrity of the Marketplace by protecting introductions, encouraging fair competition and ensuring that Freight Base receives fair remuneration for the technology, infrastructure and services it provides.

73.2 Legitimate Commercial Interests

Each User acknowledges that Freight Base has invested significant resources in:

software architecture
platform development
cybersecurity
cloud infrastructure
customer acquisition
carrier recruitment
marketing and advertising
compliance monitoring
identity verification
fraud prevention
payment infrastructure
operational support
business development
marketplace administration

The User agrees that the protections contained within this Programme are reasonable and proportionate for the protection of those legitimate commercial interests.

74. Protected Introductions

A Protected Introduction occurs whenever Freight Base facilitates contact between a Customer and a Carrier through:

a Booking
a quotation
Platform messaging
a tender
a transport request
an API integration
any other functionality made available through the Platform

Each Protected Introduction remains subject to the Marketplace Protection Programme.

74.1 Protected Period

The Protected Period shall commence on the date of the first Protected Introduction and continue until the expiry of twenty-four (24) months following completion of the most recent Booking between those parties arranged through the Platform.

75. Marketplace Integrity

During the Protected Period neither party shall intentionally:

bypass the Platform
avoid Platform Charges
divert transactions away from Freight Base
conceal transactions connected with a Protected Introduction
structure arrangements designed primarily to avoid Platform Charges

Nothing in this Section prevents the parties from conducting legitimate business outside the Platform where no Protected Introduction exists.

76. Platform Protection Fee

76.1 Trigger

Where Freight Base reasonably concludes that a User has deliberately circumvented the Platform in breach of these Terms, Freight Base may require payment of a Platform Protection Fee.

76.2 Purpose

The Platform Protection Fee represents compensation for the loss of Platform revenue together with the commercial investment made by Freight Base in introducing, supporting and maintaining the commercial relationship. It is not intended to operate as a penalty.

76.3 Calculation

Unless otherwise agreed in writing, the Platform Protection Fee shall be calculated as the greater of:

the Platform Charges that would have become payable had the relevant transactions been completed through the Platform; or
the applicable minimum Platform Protection Fee published within the Freight Base Pricing Schedule.

Where only part of a commercial relationship has been diverted from the Platform, Freight Base may calculate the Platform Protection Fee by reference only to the affected transactions.

76.4 Additional Recovery

Subject to applicable law, Freight Base may also recover reasonable costs directly incurred in:

investigating the suspected breach
enforcing these Platform Terms
recovering unpaid Charges
protecting its legitimate commercial interests

77. Audit Rights

Where Freight Base reasonably suspects deliberate circumvention, it may request information reasonably necessary to verify whether Platform Charges have been avoided. Such information may include:

invoices
purchase orders
Booking references
delivery records
payment confirmations
correspondence relating to the relevant transactions

Freight Base shall only request information reasonably necessary for the investigation.

78. Account Enforcement

Where Freight Base reasonably determines that a User has materially breached the Marketplace Protection Programme, it may take one or more of the following actions:

issue a written warning
suspend the relevant Account
terminate Platform membership
remove premium status
withdraw promotional credits
restrict access to Platform functionality
require additional verification before permitting future use

79. Confidential Business Information

Users shall not use confidential information obtained through the Platform to unfairly compete with Freight Base or undermine the commercial operation of the Marketplace. This restriction includes information relating to:

pricing structures
business relationships
customer information
carrier information
Platform processes
commercial strategy

80. Fair Competition

Nothing within the Marketplace Protection Programme is intended to prevent lawful competition. Its purpose is solely to protect Freight Base’s legitimate commercial interests and the integrity of the Marketplace. The provisions contained within this Programme shall be interpreted accordingly.

81. Review of the Programme

Freight Base may review and update the Marketplace Protection Programme from time to time in order to reflect:

changes in legislation
developments in marketplace technology
fraud prevention measures
commercial best practice
operational experience

Material amendments shall be notified in accordance with the Platform Terms.

Schedule 6 — Carrier Operating Standards

Every Carrier using the Platform shall comply with the Freight Base Carrier Operating Standards published by Freight Base and updated from time to time. The Carrier Operating Standards may include requirements relating to:

vehicle presentation and cleanliness
driver appearance and conduct
collection and delivery procedures
proof of delivery requirements
communication standards
loading and unloading procedures
health and safety
complaint handling
accident reporting
insurance evidence
document retention
environmental standards
safeguarding of Goods

Compliance with the Carrier Operating Standards forms part of the Carrier Membership Agreement.

Schedule 7 — Enterprise Customer Services

Where Freight Base enters into an Enterprise Agreement with a Customer, additional terms may apply, including:

implementation services
dedicated account management
service level commitments
API access
onboarding and training
bespoke reporting
integration services
enhanced support arrangements

In the event of any inconsistency between these Platform Terms and an executed Enterprise Agreement, the Enterprise Agreement shall prevail to the extent of the inconsistency.

Part 9 — Freight Base Marketplace Rules

These Marketplace Rules form part of the Freight Base Platform Terms.

Freight Base may update these Marketplace Rules from time to time to reflect changes in legislation, operational requirements, customer expectations or Platform functionality.

59. Marketplace Principles

Freight Base has been established to provide a trusted, professional and transparent marketplace for freight transportation.

Every User agrees to conduct business in a manner that promotes:

professionalism
honesty
transparency
fairness
respect
commercial integrity
customer confidence

Users acknowledge that the reputation of the Platform depends upon the conduct of every Member.

60. Professional Behaviour

All Users shall:

communicate professionally
respond promptly where reasonably practicable
treat other Users respectfully
avoid abusive or discriminatory behaviour
avoid misleading commercial practices
cooperate in resolving operational issues

Freight Base reserves the right to take action where behaviour damages the reputation of the Platform.

61. Customer Responsibilities During Transport

Customers shall:

ensure Goods are available at the agreed collection time
ensure suitable access exists
provide accurate contact details
disclose any unusual handling requirements
ensure Goods are appropriately packaged
cooperate with the Carrier throughout the Booking

Repeated failure to comply may result in suspension.

62. Carrier Responsibilities During Transport

Carriers shall:

arrive punctually where reasonably practicable
communicate delays promptly
handle Goods with reasonable skill and care
comply with all applicable legislation
present themselves professionally
maintain appropriate vehicle standards
treat Customers courteously

63. Booking Integrity

Bookings submitted through Freight Base must represent genuine commercial requirements.

Users shall not:

submit speculative Bookings
manipulate pricing
submit duplicate Bookings intended to distort the marketplace
artificially inflate ratings
create multiple Accounts to obtain commercial advantage

64. Marketplace Fairness

Users shall compete fairly. Users shall not:

harass competitors
interfere with another User’s business
manipulate bidding
intentionally obstruct another User’s performance
submit fraudulent quotations

65. Communication Standards

Platform messaging shall be used solely for legitimate business purposes. Users shall not use Platform communications to:

send unsolicited advertising
distribute spam
harvest contact information
encourage circumvention of the Platform
transmit malicious content

66. Identity and Branding

Users shall accurately represent:

their business name
trading status
insurance arrangements
regulatory approvals
vehicle capabilities

Users shall not falsely imply endorsement by Freight Base.

67. Ratings Integrity

Ratings and reviews are intended to assist Users in making informed commercial decisions.

Users shall not:

offer incentives for positive reviews
threaten negative reviews
publish knowingly false reviews
manipulate rating systems

Freight Base may investigate unusual rating activity and remove reviews where appropriate.

68. Fraud Prevention

Freight Base operates a zero-tolerance approach towards fraud. Examples include:

false identities
stolen payment methods
false insurance documentation
forged licences
stolen Goods
money laundering
identity theft

Freight Base may cooperate with insurers, financial institutions, regulators and law enforcement agencies where appropriate.

69. Safety

Users shall not undertake any activity likely to endanger:

drivers
customers
members of the public
Goods
vehicles

Freight Base reserves the right to immediately suspend any User where continued participation presents a safety risk.

70. Platform Reputation

Users acknowledge that Freight Base has invested significant resources in establishing and maintaining the reputation of the Platform.

Users shall not undertake any conduct likely to bring Freight Base into disrepute. This includes:

abusive online behaviour
defamatory statements
misuse of branding
fraudulent activity
repeated customer complaints
deliberate avoidance of Platform Charges

71. Enforcement

Where Freight Base reasonably believes these Marketplace Rules have been breached, it may:

issue warnings
require additional verification
remove Listings or Bookings
suspend messaging
suspend Accounts
terminate membership
recover applicable Platform Charges
apply the Platform Protection provisions contained within these Platform Terms

72. Continuous Improvement

Freight Base continually develops the Platform.

Users acknowledge that operational processes, technology, security measures and Marketplace Rules may evolve over time in order to improve:

security
efficiency
fraud prevention
customer experience
regulatory compliance
Platform functionality

Supporting Policies and Schedules

Each of the following supporting policies is to be read alongside these Platform Terms of Use.

Website Acceptable Use Policy

Permitted Use. Lawful commercial use only.

Prohibited Use. Fraud, scraping, malware, abuse and unlawful activity are prohibited.

Carrier Operating Standards

Vehicles. Vehicles must be roadworthy and appropriate.

Drivers. Professional appearance and conduct.

Insurance. Maintain GIT, Public Liability and Motor Insurance.

Complaints & Dispute Resolution Policy

Complaints. Provide booking details and supporting evidence.

Investigation. Freight Base will investigate fairly.

Cookie Policy

Cookies. Freight Base uses essential, analytics, functional and optional marketing cookies.

Consent. Non-essential cookies are used only with consent where required.

Managing Cookies. Users can amend cookie preferences.

Customer Booking Rules

Booking Accuracy. Provide accurate booking information.

Packaging. Goods must be safely packaged.

Data Processing Addendum

Scope. Applies where Freight Base processes personal data on behalf of business customers.

Roles. Defines controller/processor responsibilities.

Security. Appropriate technical and organisational measures.

Identity Verification Policy

Verification. Freight Base may verify identity, Companies House, VAT, insurance and banking details.

Insurance Standards Policy

Carrier Cover. Appropriate Goods in Transit, Public Liability and Motor Insurance required.

Platform Security Policy

Security. Technical and organisational security measures are maintained.

Users. Protect credentials and report compromises.

Privacy Policy

Purpose. Explains how HAI Technology Systems Limited trading as Freight Base collects, uses, stores and protects personal data in accordance with UK GDPR and the Data Protection Act 2018. See our full Privacy Policy.

Data Collected. Identity data, contact details, booking information, payment information, technical and usage data, communications and verification information.

Lawful Basis. Contract, legitimate interests, legal obligations and consent where required.

Data Sharing. Trusted processors, payment providers, cloud hosting, identity verification providers and regulators where required by law.

Retention. Data retained only for as long as necessary.

Rights. Access, rectification, erasure, restriction, objection, portability and complaint to the ICO.

Final Publication Note

By creating an Account, accessing the Platform or using any Services, the User confirms that they have read, understood and agreed to be bound by these Platform Terms and the incorporated policies.

Published by HAI Technology Systems Limited trading as Freight Base.

Freight Base Platform Terms of Use

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