Shipper Agreement
Last Updated: 2025-10-17
This Shipper 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
(The “Shipper”)
(collectively referred to as the “Parties”)
WHEREAS
BidVoyage operates an online marketplace and related services that enable shippers to list shipments for bid by transportation providers and to award such shipments via an auction-style process (the “Platform”); and
The Shipper wishes to use the Platform to procure transportation services from carriers it selects;
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.
- “Auction” means an online bidding event conducted on the Platform in accordance with Schedule A (Auction Rules).
- “Award” means Shipper’s binding selection of a winning Bid in an Auction through the Platform.
- “Award Price” means the total price bid by the awarded Carrier for a shipment (exclusive of taxes and BidVoyage’s fees).
- “Bid” means a carrier’s binding offer submitted via the Platform to perform a shipment at a stated price and terms.
- “Carrier” means a for‑hire motor carrier duly authorized and insured under Applicable Law that provides transportation services to Shipper and that participates on the Platform.
- “Commission” means BidVoyage’s transaction fee described in Section 5 and the Fee Page.
- “Confidential Information” means all information relating to BidVoyage’s customers, business methods, technology, pricing, financial data, trade secrets, or other non-public information.
- “Effective Date” means the earlier of Shipper’s (a) click‑acceptance of this Agreement, (b) execution date below, or (c) first use of the Platform after notice of this Agreement.
- “Fee Page” means the then‑current fees posted in the Platform (as updated per Section 5.5).
- “Payment Service Provider (PSP)” means a third‑party payment processor or provider engaged by BidVoyage to process payments, hold funds, and/or disburse amounts.
- “Transportation Contract” means the contract formed directly between Shipper and the awarded Carrier upon Award, incorporating any bill of lading and mandatory statutory conditions.
- Role of BidVoyage & Independence
- 2.1. Role. BidVoyage is solely a digital marketplace service, offering the Platform and related services, such as the facilitation of payment under Section 6 of this Agreement. BidVoyage is not a carrier, common carrier, broker of carriage, freight forwarder, consignor, warehouseman, insurer, or fiduciary, and does not control, supervise, or direct Carriers.
- 2.2. Independent Parties. Shipper and Carriers contract directly under each Transportation Contract. BidVoyage is not a party to any Transportation Contract and makes no warranty as to Carrier qualifications, performance, or insurance, except as expressly stated.
- Term of Agreement
- 3.1. Term. This Agreement shall commence on the Effective Date and shall continue until terminated in accordance with the provisions herein.
- 3.2. Suspension. BidVoyage may suspend Platform access immediately for suspected fraud, abuse, non‑payment, legal non‑compliance, security risk, or protection of the marketplace.
- Auction Process and Contract Formation
- 4.1. Auction Rules. The Auction workflow, bid increments, tie-breaks, cancellations, and fallout are governed by Schedule A (Auction Rules), which is incorporated by reference.
- 4.2. Contract Formation. Upon Award by Shipper, a Transportation Contract is formed between Shipper and the awarded Carrier on the Award Price and shipment terms reflected in the listing and the Carrier’s Bid, subject to Applicable Law and any mandatory uniform conditions of carriage.
- 4.3. Documents. Bills of lading, and uniform conditions of carriage where applicable, govern shipment‑level rights and liabilities between Shipper and Carrier.
- Price and Payment Structure
- 5.1. Commission. For each Award, the Shipper shall pay BidVoyage a Commission equal to the percentage or fixed amount stated on the fee page.
- 5.2. When Earned. Commission is earned on pickup of the shipment and will be charged contemporaneously via the PSP. If pickup does not occur due to Carrier default, Commission is waived/refunded (see Schedule A).
- 5.3. Other Fees. BidVoyage may charge reasonable dispute, chargeback, or cancellation fees as disclosed on the Fee Page.
- 5.4. Taxes. Fees are exclusive of applicable GST and similar taxes. Shipper is responsible for such taxes on BidVoyage’s fees and on transportation charges owed to Carriers.
- 5.5. Changes. BidVoyage may update the Fee Page and Platform policies by posted notice at least 30 days before effectiveness. Continued use after the effective date constitutes acceptance.
- Handling of Funds by Bidvoyage/Agent
- 6.1. Appointment of Payment Agent. Shipper authorizes BidVoyage and its PSP to (a) charge the Award Price, fees, and taxes to Shipper’s payment method; (b) hold, process, and settle funds; and (c) disburse the Award Price to the awarded Carrier less Commission and applicable fees.
- 6.2. Timing & Holds. BidVoyage/PSP may place holds or reserves for risk, fraud, or disputes and may delay disbursement until issues are resolved or proof of pickup/delivery (POD) is received, consistent with Schedule A.
- 6.3. Chargebacks. If a chargeback arises from Shipper’s actions (e.g., unauthorized use of payment method, failure to respond), Shipper remains liable for the Award Price, fees, and associated PSP charges.
- 6.4. Responsibility. BidVoyage does not guarantee Carrier payment and has no liability for Carrier performance, over-charges/under-charges, or services disputes between Shipper and Carrier.
- Shipper Obligations
- The Shipper shall:
- a. Ensure that all listed shipment details and account information are true, accurate, and complete;
- b. Warrant that it has lawful title and authority to ship goods, and that goods are accurately classified, packaged, and documented;
- c. Provide Carriers with all necessary shipping documents, including but not limited to bills of lading, load plans, and customs documents;
- d. Where applicable, comply as consigner with the Transportation of Dangerous Goods requirements, including ensuring compliance with classification, packaging, marks/labels, documents and emergency contact rules;
- e. Comply with all Applicable Law, including transportation, safety, and customs requirements;
- f. Review Carrier profile, ratings, licenses, and insurance documents made available on the Platform, awarding only to Carriers meeting the Shipper’s requirements; and
- g. Ensure payment of all required commissions, fees and taxes as required by this Agreement.
- Insurance
- The Shipper shall maintain adequate cargo insurance and liability insurance to cover its obligations hereunder. BidVoyage shall not be liable for any uninsured losses.
- Confidentiality and Data Protection
- 9.1. Confidential Information and Compliance. Each Party shall keep the other Party’s Confidential Information strictly confidential, and shall not use such information except as necessary to perform this Agreement. The Shipper shall comply with all applicable privacy and data protection laws with respect to personal data processed via the platform.
- 9.2. Response to breach. BidVoyage will assess suspected privacy breaches and, where required by law, notify Shipper and/or regulators and maintain breach records.
- 9.3. Subprocessors. The Shipper consents to BidVoyage’s use of affiliates and third‑party processors/PSPs, which may store/process data outside the originating province/Canada, subject to appropriate safeguards.
- Non-Solicitation/Non-Circumvention
- 10.1. Restriction. The Shipper 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 Carrier introduced to the Shipper through the BidVoyage platform, without the prior written consent of BidVoyage.
- 10.2. Carve-Outs. There will be no breach of this section if the Shipper demonstrates a pre-existing relationship with the Carrier via written evidence dated prior to introduction.
- 10.3. Liquidated Damages. 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.
- Representations and Disclaimers
- 11.1. By Shipper. Shipper represents it is duly organized, authorized to enter this Agreement, and will comply with Applicable Law (including export/sanctions).
- 11.2. Disclaimer. EXCEPT AS EXPRESSLY STATED, THE PLATFORM IS PROVIDED “AS IS.” BIDVOYAGE DISCLAIMS ALL WARRANTIES (INCLUDING MERCHANTABILITY, FITNESS, NON‑INFRINGEMENT, AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE).
- Shipper Indemnification
- Shipper will indemnify, defend, and hold harmless BidVoyage, its affiliates, and their directors, officers, employees, and agents from third‑party claims, losses, liabilities, costs, and expenses (including legal fees) arising from: (a) Shipper’s breach of this Agreement; (b) Shipper’s violation of Applicable Law; (c) personal injury, death, or property damage caused by Shipper or its cargo; (d) misdeclaration or non‑compliance with dangerous goods rules; (e) disputes between Shipper and any Carrier.
- Limitation of Liability
- BidVoyage shall not be liable for any indirect, incidental, or consequential damages arising under this Agreement. BidVoyage’s aggregate liability for direct damages shall not exceed the total fees paid by the Shipper to BidVoyage in the twelve (12) months preceding the claim.
- 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 Shipper registered on the BidVoyage platform.
- Termination
- 15.1. Termination. BidVoyage reserves the right to terminate this agreement upon 30 days notice to the Shipper, or immediately in the following circumstances:
- i) the Shipper materially breaches any obligation under this Agreement and fails to cure such breach within ten (10) days after receiving written notice thereof;
- ii) the Shipper engages in fraudulent, deceptive, or unlawful conduct in connection with its performance;
- iii) the Shipper becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of any bankruptcy, receivership, or similar proceeding; or
- iv) the Shipper engages in conduct that, in BidVoyage’s reasonable judgment, may damage BidVoyage’s reputation, goodwill, or customer relationships.
- 15.2. Effect. The Shipper shall, upon termination of this agreement:
- i) Cease using the platform;
- ii) Complete their obligations, including to payment, under any remaining Transportation Contracts;
- iii) Pay all outstanding commissions and fees to BidVoyage; and
- iv) dispose of all confidential information of BidVoyage.
- Modification of Agreement
- This agreement shall not be amended except by mutual agreement in writing, signed by the Parties.
- Applicable Law and Jurisdiction
- Any dispute arising in connection with this Agreement shall be interpreted exclusively under the laws and regulations in force in the Province of Alberta and shall be within the exclusive jurisdiction of the court of general jurisdiction of the Province of Alberta.
- 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 -
- SHIPPER
- Per: You, the current user
- Schedule A — Auction Rules
- A1. Listing Requirements
- A1.1 Content. Each listing must state: pickup/delivery addresses and windows; contact info; commodity; weight/dimensions; pieces; equipment required; accessorials (e.g., tailgate, temperature control); hazardous status; special handling; and any reserve/minimum (if used).
- A1.2 Accuracy. Shipper must ensure accuracy; material changes require a new listing or a Platform-supported amendment before Auction close.
- A2. Bidding Mechanics
- A2.1 Binding Bids. Each Bid is a binding offer by the Carrier. Bids may include accessorial pricing assumptions disclosed in the Bid.
- A2.2 Increments & Auto-Bid. Bid increments and any auto-bid/proxy features are as displayed in the Auction interface.
- A2.3 Visibility. Unless stated as sealed, Bids may be visible (price and limited metadata) to other Carriers.
- A2.4 Bid Withdrawal. Carriers may withdraw only before Auction close and only as permitted by the Platform. Improper withdrawal may affect Carrier standing.
- A3. Award; Contract Formation
- A3.1 Award. Shipper Awards by clicking “Award” before the Auction end or during any soft-close/extension.
- A3.2 Contract Formation. Upon Award, a Transportation Contract is formed between Shipper and the awarded Carrier at the Award Price and listing terms.
- A3.3 Documentation. A bill of lading must be issued at pickup consistent with Applicable Law and any uniform conditions of carriage that may be deemed into the contract in certain provinces.
- A4. Cancellations; Fallout
- A4.1 Shipper Cancellation (Pre-Pickup). If Shipper cancels after Award before pickup for reasons other than Carrier default or force majeure, Shipper pays: (a) Cancellation Fee on the Fee Page; and (b) Commission (if already collected) is retained.
- A4.2 Carrier No-Show / Refusal. If the awarded Carrier fails to show or refuses a load without lawful excuse, Shipper may re-award. Commission for the failed move is waived/refunded and BidVoyage may impose Carrier penalties under carrier terms.
- A4.3 Accessorials & Variances. Material variances at pickup (e.g., weight/dims, detention) are addressed by change orders or the Carrier’s tariff. Disputes are handled under A6.
- A5. Evidence; Milestones
- A5.1 Pickup Proof. Carriers should provide pickup timestamp and, where available, geo-tagged photos or ELD/GPS evidence.
- A5.2 POD. At delivery, the Carrier should upload POD.
- A5.3 Commission Timing. Commission is earned on pickup (Section 5.2); BidVoyage/PSP may hold funds pending receipt of pickup proof or for risk controls (Section 6.2).
- A6. Disputes; Holds; Chargebacks
- A6.1 Window. Parties must open Platform disputes within 7 days of POD (or within 3 days of an un-picked shipment where Carrier claims truck ordered not used).
- A6.2 Process. Parties must submit evidence (listing, messages, photos, scales, ELD/GPS, tariff). BidVoyage may hold funds pending review and may release funds based on reasonable documentary evidence.
- A6.3 Chargebacks. If Shipper initiates or causes a PSP chargeback, Shipper remains liable for the Award Price, Commission, and PSP charges unless BidVoyage resolves the dispute in Shipper’s favour.
- A7. Fraud; Misuse
- BidVoyage may cancel Auctions, void Awards, or suspend accounts for suspected fraud, collusion, shill bidding, identity misuse, illegal cargo, or platform abuse.
- A8. Platform Downtime
- In the event of material Platform interruption during an Auction, BidVoyage may extend or re-run the Auction.
- A9. Precedence
- If these Auction Rules conflict with the Agreement, the Agreement controls, except where these Rules expressly govern Auction mechanics.