Subcontractor Agreement

This Subcontractor Agreement (the "Agreement") is made between HAI Technology Systems Limited trading as Freight Base (the "Company", "we", "us") and the sole trader or self-employed driver accepting these terms (the "Subcontractor", "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. Status

You are a self-employed subcontractor, not an employee, worker or agent of Freight Base. You are free to accept or decline Bookings, to work for other principals, and to determine how you perform accepted work, subject to the customer's instructions, applicable law and the Platform Terms.

You are responsible for your own tax, National Insurance, VAT (where registered), insurance, vehicle costs and any staff or subcontractors you engage.

2. Engagement

When you accept a Booking through the Platform you agree to:

• perform the work with reasonable skill, care and professionalism;
• arrive as agreed and tell the customer promptly if you are delayed;
• handle goods safely and obtain proof of delivery where required;
• only use vehicles and drivers that are legal, insured and suitable for the load;
• not subcontract a Booking further without the customer's knowledge where that would affect performance or insurance.

3. Payment

Carriage charges are agreed on the Booking between you and the customer (or freight forwarder). Freight Base may charge a Marketplace Transaction Fee of 3.5% of Booking Value plus VAT where applicable, payable by you unless otherwise agreed, collected by Direct Debit, card, Open Banking, invoice or deduction from settlement.

4. Insurance and licensing

You warrant that you hold valid motor insurance including hire and reward where required, and any goods in transit cover appropriate to the work. If you operate goods vehicles over 3.5 tonnes you must hold a valid Operator Licence. You must keep evidence of these on the compliance checklist.

5. Liability

The contract of carriage is between you and the customer. You are responsible for loss of or damage to goods in accordance with that contract, your insurance and applicable law. Nothing in this Agreement excludes liability that cannot lawfully be excluded.

6. Marketplace integrity

You must not circumvent the Platform in respect of Protected Introductions under the Marketplace Protection Programme in the Platform Terms of Use.

7. Data protection

You must use names, addresses and contact details obtained through Bookings only to perform that Booking, in line with UK GDPR, the Data Protection Act 2018 and our Privacy Policy.

8. Term and governing law

This Agreement starts when you acknowledge it and continues until your Platform account is closed or membership is terminated. It is governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.