Carrier Agreement
Last Updated: 2025-10-17
This Carrier Agreement (the “Agreement”) is entered into this date December 16th, 2025, (the "Effective Date") by and between:
BIDVOYAGE LTD.
A company incorporated in Alberta under corporate access number 2027369558. (the “Company” or “BidVoyage”)
- AND -
You, the current user
A carrier duly authorized to provide transportation services within Canada and any of the applicable Provinces therein. (The “Carrier”)
(collectively referred to as the “Parties”)
WHEREAS
BidVoyage Ltd. operates a digital platform that facilitates connections between shippers and carriers for the transportation of freight within Canada as an intermediary service; and
The Carrier wishes to utilize the platform provided by BidVoyage to offer their transportation services to prospective shippers.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:
- Definitions
- For purposes of this Agreement:
- “Applicable Law” means all federal, provincial, territorial, and municipal statutes, regulations, by-laws, codes, standards, and rules applicable to the provision of transportation services in Canada.
- “Bid Tokens” means credits purchased by the Carrier through the BidVoyage platform, enabling the Carrier to bid on shipment listings.
- “Confidential Information” means all information relating to BidVoyage’s customers, business methods, technology, pricing, financial data, trade secrets, or other non-public information.
- “Transportation Contract” means the binding contract entered into directly between a Carrier and a Shipper upon acceptance of a bid facilitated by the BidVoyage platform.
- Term of Agreement
- This Agreement shall commence on the Effective Date and shall continue until terminated in accordance with the provisions herein.
- Price
- Prior to submitting bids on BidVoyage’s Service, Carriers will be required to purchase tokens allowing them to bid on shipment listings (“Bid Tokens”). The price of these Bid Tokens, as stated on the BidVoyage website and app. The purchase of Bid Tokens shall constitute the primary fee structure as of the Effective Date.
- BidVoyage reserves the right to implement additional transaction-based or subscription fees upon thirty (30) days’ written notice.
- Contractual Relationship Between Shipper and Carrier
- The Carrier will be required to enter a separate contract with a Shipper upon a successful bid on the BidVoyage service (the “Transportation Contract”). BidVoyage will not be a party to this agreement, and will only be involved between the parties insofar as to provide payment from the Shipper to the Carrier for the Carrier’s services.
- Aside from facilitating such Transportation Contracts and transferring payment, BidVoyage will not be responsible for any payments owed between the Shipper and Carrier. The Shipper and Carrier are responsible for arranging for any taxes, fees and other charges related to the transportation services provided under the Transportation Contracts secured through the platform, and BidVoyage assumes no responsibility for any of these obligations.
- Carrier Responsibilities
- The Carrier will be responsible for the following:
- a. To supply all necessary equipment and qualified personnel required to complete the transportation services required by BidVoyage and its customers, in accordance with the National Safety Code, the Commercial Vehicle Certificate and Insurance Regulation, and any other federal, provincial or territorial act or regulation which may apply.
- b. To maintain, at its own expense, minimum insurance coverage of:
- i. Commercial General Liability insurance of at least $1,000,000 for per occurrence of bodily injury;
- ii. Automobile Liability insurance with limits of not less than $200,00 for property damage and $1,000,000 for bodily injury;
- iii. Cargo insurance sufficient to cover the value of goods transported;
- iv. Workers’ Compensation Insurance as required by applicable provincial law.
And any other such amounts as may be required by federal, provincial or territorial laws or regulations. The Carrier will be required to provide proof of insurance to BidVoyage prior to commencing any use of the service, and upon any subsequent change of insurance or by request of BidVoyage thereafter. Any insufficiency in insurance under this section will result in the termination or suspension of the Carrier from use of BidVoyage’s platform. - c. To ensure that all Vehicles used for transportation purposes in connection with BidVoyage’s platform are compliant with all safety standards under the National Safety code and applicable federal and provincial regulations, and regularly inspected in accordance with the Commercial Vehicle Certificate and Insurance Regulations of Alberta. Any vehicle that is noncompliant with any requirements listed, or those required by any other provincial act or regulation, shall be immediately removed by the Carrier from any service supplied in connection with BidVoyage.
- d. To ensure compliance with the Canada Transportation Act, Motor Vehicle Transport Act, Traffic Safety Act, Commercial Vehicle Certificate and Insurance Regulation, Alberta Employment Standards Code, Alberta Occupational Health and Safety Act, Alberta Human Rights Act and any other applicable legislation. It will be the sole responsibility of the Carrier to maintain all necessary permits and authorizations, and the Carrier agrees to indemnify BidVoyage for any permit deficiencies or regulatory breaches relating to transportation services provided in connection with BidVoyage’s platform. Any of the matters referred to in this section shall be reported promptly to BidVoyage, and BidVoyage reserves the right to suspend or terminate the right of the Carrier to use the BidVoyage platform upon such notice.
- e. To complete the registration process established by BidVoyage, including all required documentation, information and certifications. The Carrier shall designate a representative authorized to bind the Carrier in all related matters when dealing with the BidVoyage platform. Any account activity on the Carrier’s account will be the responsibility of the Carrier, including in the event of any unauthorized use of the account that is not connected to an act or error by BidVoyage. The Carrier shall promptly update any account information required by BidVoyage upon any changes or updates, and ensure that any information stated is accurate, complete and current. BidVoyage reserves the right to verify or make requests regarding any information provided by the Carrier to ensure compliance with this Agreement and Applicable Law.
- f. To maintain the confidentiality of all BidVoyage customers, Confidential Information includes, without limitation, all information relating to BidVoyage’s customers, business methods, platform technology, pricing, financial data, and trade secrets. The confidentiality obligations herein shall survive for five (5) years following termination of this Agreement. Breach of this provision entitles BidVoyage to injunctive relief and recovery of all legal costs.
- g. To submit bids in response to Shipping Requests on the platform under the following terms:
- i. All bids must specify the price and terms under which the transportation services of the Carrier are to be provided;
- ii. Once a Bid is accepted by a Shipper, a binding Transportation Contract is formed between the Carrier and the Shipper, and the Carrier shall be required to provide the transportation services in accordance with the terms of the Transportation Contract and this Agreement. Pursuant to this section, as well as section 3 above, the Carrier acknowledges that their contractual obligations regarding transportation services are between the Carrier and the Shipper, and will indemnify and hold harmless BidVoyage to any claims regarding the provision of these services.
- iii. The Carrier shall not engage in any bidding practices, including but not limited to bid-rigging, price-fixing and other anti-competitive behaviour which may violate the Competition Act or any further federal or provincial laws.
- h. To provide transportation services in accordance with the terms provided between the Shipper and the Carrier and industry best practices, including providing any required documentation requested by the Shipper or required by applicable law.
- i. The Carrier shall, upon reasonable notice, permit BidVoyage or its representatives to inspect and audit Carrier’s records, safety documentation, insurance policies, and operational practices to verify compliance with this Agreement. Such audits shall occur no more than once annually (unless for cause), during normal business hours, and at BidVoyage’s expense unless material non-compliance is found. Failure to cooperate with such audit shall constitute a material breach of this Agreement.
- Representations and Warranties
- The Carrier represents and warrants that it:
- a. Is a registered carrier authorized to provide transportation of property under contracts with shippers and receivers and/or brokers of general commodities.
- b. Shall transport the property, under its own Operating Authority and subject to the terms of this Agreement.
- c. Acknowledges that any use, incorporation or reference to BidVoyage in any shipping documentation, such as a bill of lading, shall not change BidVoyage’s status as an intermediary. The Carrier acknowledges that the Carrier’s contractual obligations regarding shipping remain between themselves and the Shipper, and that BidVoyage assumes no responsibility for cargo loss, damage or any other claims in the capacity of a Shipper or Carrier.
- d. Will not re-broker, co-broker, subcontract, assign, interline, or transfer the transportation of shipments facilitated by BidVoyage to any other persons or entities without prior written consent of BidVoyage. If consent is not given, the Carrier will be liable for all damages caused by the other party and agrees to indemnify BidVoyage to the extent that BidVoyage suffers from breach of this provision.
- e. It is in, and shall maintain compliance during the term of this Agreement, with all applicable federal, provincial and local laws relating to the provision of its services. The Carrier agrees to provide proof of compliance upon request.
- f. Is solely responsible for any and all hiring, contracting, management, governing, discipline, direction and control of its employees, owner/operators, and equipment with respect to operating within all applicable federal and/or provincial legal and regulatory requirements to ensure the safe operation of the Carrier’s vehicles, drivers and facilities. The Carrier and BidVoyage agree that safe and legal operation of the Carrier and its drivers shall completely and without question govern and supersede any service requests, demands, preferences, instructions, and information from BidVoyage, BidVoyage’s customer or any other person with respect to any shipment at any time.
- g. The Carrier shall defend, indemnify and hold BidVoyage, its officer, directors, shareholders, agents, employees and its shipper customers harmless from any claims, actions or damages, arising out directly or indirectly of its performance under this Agreement, including cargo loss and damage, theft, delay, damage to property, and personal injury or death. Neither Party shall be liable to the other for any claims, actions or damages due to the negligence or breach of duty of the other Party, or the Shipper. The obligation to defend shall include all costs of defense as they accrue.
- h. Maintains a Valid Safety Certificate, as required by the Motor Carrier Safety Fitness Certificate Regulation, and maintains a “Satisfactory” or equivalent safety rating under National Safety Code for Motor Carriers Standard 14, and will immediately notify BidVoyage if the Carrier’s safety rating is no longer “Satisfactory”. The Carrier’s access to the platform will be suspended during any period wherein their safety rating falls below this standard.
- Non-Solicitation/Non-Circumvention
- The Carrier shall not, during the term of this Agreement and for a period of twelve (12) months thereafter, directly or indirectly solicit, contract with, or provide services to any shipper, consignor, consignee, or customer introduced to the Carrier through the BidVoyage platform, without the prior written consent of BidVoyage. In the event of breach, the Carrier shall pay liquidated damages equal to fifteen percent (15%) of the gross revenue earned from such prohibited business, without prejudice to BidVoyage’s right to seek injunctive relief.
- Carrier Liability
- The Carrier shall be solely liable for:
- a. The safe and lawful operation of its Commercial Vehicles;
- b. The actions and omissions of its Drivers and other personnel;
- c. Compliance with all Applicable Laws and regulations;
- d. The safe handling, transportation, and delivery of cargo; and
- e. Any damages, injuries, or losses arising from or related to the transportation services provided by the Carrier.
- Carrier Indemnification
- The Carrier shall indemnify, defend, and hold harmless BidVoyage and its officers, directors, employees, agents, and affiliates from and against any and all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs, and expenses (including reasonable attorneys’ fees) arising from or related to:
- a. The Carrier’s breach of this Agreement;
- b. The Carrier’s violation of any Applicable Law;
- c. The negligence, recklessness, or willful misconduct of the Carrier or its personnel;
- d. Any personal injury, death, or property damage caused by the Carrier or its personnel; and
- e. Any dispute between the Carrier and a Shipper.
- The Carrier’s indemnification obligations shall survive the termination of this Agreement.
- Termination
- BidVoyage reserves the right to terminate this agreement upon 30 days notice to the Carrier, or immediately in the following circumstances:
- i) The Carrier is not in possession of a Safety Fitness Certificate;
- a. The Carrier is unable to restore their satisfactory safety rating within 30 days;
- ii) The Carrier fails to maintain required insurance coverage;
- iii) The Carrier is notified of a breach of this agreement and fails to cure said breach within 15 days;
- iv) The Carrier violates any law that, by discretion of BidVoyage, presents a risk to public safety or the integrity of the platform;
- v) The Carrier engages in fraudulent, deceptive or illegal activities.
- The Carrier may terminate this Agreement upon thirty (30) days’ written notice to BidVoyage, provided all outstanding Transportation Contracts are completed.
- Effect of Termination
- The Carrier shall, upon termination of this agreement,
- i) cease using the platform,
- ii) complete any remaining Transportation Contracts,
- iii) pay all outstanding commissions and fees to BidVoyage, and
- iv) dispose of all confidential information of BidVoyage.
- Limitation of Liability
- BidVoyage shall not be liable to the Carrier for any indirect, incidental, consequential, punitive, or special damages (including lost profits or loss of opportunity), whether arising in contract, tort, or otherwise. In no event shall BidVoyage’s aggregate liability under this Agreement exceed the total commissions actually paid by the Carrier to BidVoyage in the twelve (12) months preceding the event giving rise to the claim.
- Non-Exclusive Agreement
- The Carrier and BidVoyage acknowledge and agree that this contract does not bind the respective parties to exclusive services with one another. Either Party may contract with other Carriers, digital bidding platforms, or brokers.
- Modification of Agreement
- This agreement shall not be amended except by mutual agreement in writing, signed by the Parties.
- Notices
- All notices provided under this agreement shall be made in writing and provided via email, to BidVoyage at the address provided in this agreement, or to the address of the Carrier registered on the BidVoyage platform.
- Applicable Law and Jurisdiction
- This Agreement shall be governed exclusively by the laws of the Province of Alberta and the federal laws of Canada applicable therein. The Parties irrevocably attorn to the exclusive jurisdiction of the courts of Alberta, with venue restricted to the Judicial District of Calgary.
- Severability
- In the event any of the terms of this Agreement are determined to be invalid or unenforceable, no other terms shall be affected, and the unaffected terms shall remain valid and enforceable as written. The representations, rights and obligations of the parties hereunder shall survive termination of this Agreement for any reason.
- Entire Agreement
- Unless otherwise agreed in writing, this Agreement contains the entire understanding of the Parties and supersedes all verbal or written prior agreements, arrangements, and understandings of the Parties relating to the subject matter stated herein, whether any such document was signed prior to, contemporaneously with or subsequent to execution of this Agreement.
- Counterparts and Electronic Signature
- This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Agreement. Any party shall be entitled to sign and transmit electronic signatures to this Agreement (whether by facsimile, .pdf, or electronic mail transmission), and any such signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature to this Agreement agrees to promptly execute and deliver to the other parties, upon request, an original signed Agreement.
- IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
- BIDVOYAGE LTD.
- - AND -
- CARRIER
- Per: You, the current user