Terms of Service

TERMS AND CONDITIONS

Last Updated: 2025-09-15

Welcome to Bid Voyage (the “Company”, “we”, “our”, or “us”). These Terms and Conditions (the “Terms”) govern your use of our website and services (the “Platform”), which enables shippers to post transportation jobs and trucking companies to respond with service offers and pricing.

By accessing or using the Platform, you agree to be bound by these Terms. If you do not agree, you must not use the Platform.

1. Nature of the Services
   • 1.1 The Company operates solely as a broker and online platform provider. We connect customers seeking transportation services (“Customers”) with trucking companies and carriers (“Carriers”).
   • 1.2 The Company does not provide transportation services and is not a carrier, freight forwarder, insurer, or logistics provider.
   • 1.3 The Company does not:
     • guarantee the availability, quality, or timeliness of any Carrier’s services;
     • vet, monitor, or verify Carriers beyond general registration requirements; or
     • assume responsibility for the acts, omissions, representations, or pricing of Carriers.


2. User Accounts
   • 2.1 To use the Platform, Customers and Carriers may be required to create an account. You agree to provide accurate and complete information and keep your account credentials secure.
   • 2.2 You are solely responsible for all activity conducted through your account.


3. Posting and Responding to Jobs
   • 3.1 Customers may post jobs with details such as load description, pick-up location, delivery location, and timing.
   • 3.2 Carriers may respond with service offers and pricing. All negotiations, agreements, and contracts are exclusively between the Customer and the Carrier.
   • 3.3 The Company is not a party to any agreement between a Customer and a Carrier.


4. Fees and Payment
   • 4.1 The Company may charge fees for access to or use of the Platform. Any applicable fees will be disclosed prior to your use.
   • 4.2 Payments for transportation services are made directly between Customers and Carriers, unless otherwise expressly agreed in writing.


5. No Liability and Disclaimer
   • 5.1 To the fullest extent permitted by law, the Company:
     • disclaims all warranties, express or implied, including merchantability, fitness for purpose, and non-infringement;
     • provides the Platform on an “as is” and “as available” basis; and
     • makes no guarantee regarding Carrier performance, service quality, job completion, or pricing accuracy.
   • 5.2 The Company is not liable for any:
     • losses, damages, or expenses arising from or related to the use of the Platform;
     • personal injury, property damage, or cargo loss;
     • delays, cancellations, or service failures by Carriers;
     • misrepresentations, breaches, or disputes between Customers and Carriers.
   • 5.3 Any reliance on information provided through the Platform is at your sole risk.
   • 5.4 Limitation of Liability: Notwithstanding the foregoing, if the Company is found liable to you for any damages, the Company’s aggregate liability shall be limited to the greater of (i) CAD $100, or (ii) the total fees paid by you to the Company in the six (6) months preceding the claim.


6. Indemnity
   • You agree to indemnify, defend, and hold harmless the Company, its directors, officers, employees, and agents from all claims, damages, losses, liabilities, costs, or expenses (including legal fees) arising out of:
     • your use of the Platform;
     • your interactions or agreements with Carriers or Customers;
     • your violation of these Terms or applicable law.


7. Termination
   • The Company may suspend or terminate your account or access to the Platform at any time, without notice, for conduct that violates these Terms or is harmful to the Company, other users, or third parties.


8. Governing Law and Jurisdiction
   • These Terms are governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein. Any disputes shall be submitted to the exclusive jurisdiction of the courts of Alberta.


9. Changes to Terms
   • We may amend these Terms from time to time by posting the updated version on our website. Continued use of the Platform constitutes acceptance of the revised Terms.


10. Privacy Policy
    • 10.1 Commitment to Privacy: We are committed to protecting your privacy. We collect only the information necessary to operate the BidVoyage Platform effectively and facilitate transportation services between Shippers (Vendors) and Carriers (Transport Providers).
    • 10.2 Information We Collect: We collect the following types of information:
      • Account Information: Name, email address, phone number, business name, and business address.
      • Transaction Data: Details regarding auctions, bids, shipment descriptions, and pick-up/delivery addresses.
      • Location Data: We collect latitude/longitude coordinates for pick-up and drop-off locations that you manually enter into the platform to calculate distances and routes via our mapping providers. We do not track your device’s location in the background.
      • Financial Information: We do not store full credit card numbers or bank account details on our servers. All financial data, including banking information for payouts and credit card information for payments, is collected and processed directly by our third-party payment processor, Stripe. We only retain a unique identifier (e.g., Stripe Account ID) to facilitate transactions.
      • Communications: We store the content of messages sent between Shippers and Carriers on our platform to ensure service reliability and safety. We also collect metadata regarding emails sent to you (e.g., delivery status, open rates) via our email service provider.
      • Technical Data: IP address, browser type, device information, and usage data collected via analytics tools.
    • 10.3 How We Use Your Information: We use this information to:
      • Facilitate the bidding and contract process between Shippers and Carriers.
      • Process payments and payouts.
      • Calculate shipping routes and distances.
      • Detect and prevent fraud or policy violations.
      • Comply with legal and financial regulatory obligations.
    • 10.4 Disclosure to Third Parties: We do not sell or rent your personal information. However, we disclose information to specific third parties to operate the Platform:
      • Counterparties: Relevant contact and location information is shared between the winning Carrier and the Shipper once an auction is awarded to facilitate the shipment.
      • Payment Processors: Your personal and business information is shared with Stripe to verify your identity (KYC), process payments, and handle payouts. Stripe’s use of your information is governed by their own Privacy Policy.
      • Service Providers: We use third-party services for hosting (AWS/Supabase), mapping (Mapbox), and email delivery (Resend). These providers access data only as necessary to perform their functions.
    • 10.5 International Data Transfers: The Company is based in Calgary, Alberta, Canada. However, our servers and third-party service providers (including Supabase and AWS) may be located in the United States or other jurisdictions. By using the Platform, you acknowledge and consent that your personal information may be transferred to, stored, and processed in foreign jurisdictions, where it may be subject to the laws of those jurisdictions.
    • 10.6 Security of Your Information: We use industry-standard security measures, including encryption and Row-Level Security (RLS) protocols, to protect your data.
      • Communication Security: While messages on the platform are protected from unauthorized public access, authorized BidVoyage administrators may review message logs for safety, security, and dispute resolution purposes.
    • 10.7 Automated Decision Making: The Company may use automated systems (including AI and algorithms) to flag potentially risky behavior or attempts to circumvent the platform. Note: Account restrictions or terminations resulting from these flags are subject to human review. You may contact support to appeal such decisions.
    • 10.8 Data Retention and Deletion:
      • Account Deletion: You may request the deletion of your account by contacting support. Upon request, we will remove your personally identifiable information from our active databases.
      • Transaction Records: Notwithstanding a deletion request, we are legally required to retain records of financial transactions, contracts, and completed shipments for a period of time (typically 7 years) to comply with tax laws and financial regulations. This data will be archived and restricted from general processing.


11. Contact
    • If you have any questions about these Terms or the Privacy Policy, please contact us at:
    
    
    • Bid Voyage
    • questions@bidvoyage.io

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:

1. 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.


2. Term of Agreement
   • This Agreement shall commence on the Effective Date and shall continue until terminated in accordance with the provisions herein.


3. 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.


4. 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.


5. 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.


6. 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.


7. 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.


8. 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.


9. 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.


10. 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.


11. 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.


12. 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.


13. 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.


14. Modification of Agreement
    • This agreement shall not be amended except by mutual agreement in writing, signed by the Parties.


15. 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.


16. 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.


17. 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.


18. 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.


19. 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.


20. IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
    
    
    
    • BIDVOYAGE LTD.
    
    
    • - AND -
    
    
    • CARRIER
    • Per: You, The Current User

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:

1. 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.


2. 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.


3. 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.


4. 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.


5. 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.


6. 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.


7. 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.


8. 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.


9. 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.


10. 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.


11. 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).


12. 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.


13. 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.


14. 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.


15. 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.


16. Modification of Agreement
    • This agreement shall not be amended except by mutual agreement in writing, signed by the Parties.


17. 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.


18. 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.


19. 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.


20. 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.