Carrier Service Agreement

This Carrier Service Agreement (the "Agreement") is made between HAI Technology Systems Limited trading as Freight Base (the "Company", "we", "us") and the carrier company accepting these terms (the "Carrier", "you"). By acknowledging this document on the compliance checklist you agree to be bound by it.

This Agreement is additional to, and must be read with, the Freight Base Platform Terms of Use. If there is a conflict, the Platform Terms of Use prevail unless this Agreement expressly states otherwise.

1. Nature of the relationship

The Carrier is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship. The Carrier is solely responsible for tax, National Insurance, VAT (where applicable), operator licensing and employment of its own staff.

Freight Base is a technology marketplace. Unless agreed in writing, Freight Base is not the carrier of goods and is not a party to the contract of carriage, which is between the customer and the Carrier.

2. Services

The Carrier agrees to:

• maintain an accurate profile, vehicle list and insurance evidence on the Platform;
• only quote for or accept Bookings it is licensed, insured and capable of performing;
• perform accepted Bookings with reasonable skill, care and professionalism;
• communicate delays, incidents and exceptions to the customer promptly;
• provide proof of delivery and any documents reasonably requested for the Booking;
• comply with the Carrier Operating Standards in the Platform Terms of Use.

3. Fees and payment

For every Booking successfully completed through the Platform, Freight Base is entitled to a Marketplace Transaction Fee of 3.5% of Booking Value plus VAT where applicable, unless otherwise agreed in writing. The fee is ordinarily payable by the Carrier and may be collected by Direct Debit, card, Open Banking, invoice or deduction from settlement.

The Carrier remains responsible for invoicing the customer for the carriage charge unless Freight Base has agreed to collect funds on the Carrier's behalf.

4. Licensing, insurance and compliance

The Carrier warrants that, throughout the term of this Agreement, it will maintain:

• any Goods Vehicle Operator Licence required for the vehicles and work undertaken;
• valid motor, hire and reward, goods in transit and public liability insurance appropriate to the work;
• drivers with a legal right to work in the UK and the correct driving entitlements;
• roadworthy vehicles with current MOT and vehicle excise duty where required.

The Carrier must keep these documents current on the compliance checklist and notify Freight Base promptly if a licence is revoked, insurance lapses or a vehicle is taken off the road.

5. Marketplace integrity

The Carrier must not circumvent the Platform in respect of Protected Introductions, as defined in the Platform Terms of Use. Deliberate diversion of Bookings away from Freight Base may result in a Platform Protection Fee and account enforcement action.

6. Liability

The contract of carriage, including liability for loss of or damage to goods, is between the Carrier and the customer. The Carrier must maintain goods in transit cover and handle claims in accordance with that policy and applicable law.

Nothing in this Agreement excludes or limits liability that cannot lawfully be excluded, including for death or personal injury caused by negligence, or for fraud.

7. Data protection

The Carrier must handle customer, consignee and booking data in accordance with UK GDPR and the Data Protection Act 2018, and with the Data Protection Compliance Acknowledgement. Freight Base's processing as operator of the Platform is described in the Privacy Policy.

8. Term and termination

This Agreement starts when you acknowledge it and continues until the Carrier's Platform account is closed or Freight Base terminates membership under the Platform Terms. Surviving provisions include fees already due, marketplace protection, confidentiality and liability.

9. Governing law

This Agreement is governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction over any dispute arising from it.