Terms of Service & Dispatch/Fleet Agreement

Effective Date: Sept 23, 2025

This Terms of Service and Dispatch/Fleet Agreement (“Agreement”) is made between Loadier Transport & Dispatch LLC (“Loadier,” “we,” “us,” or “our”), a registered motor carrier and dispatch services provider, and the motor carrier, owner-operator, or independent driver (“Carrier,” “you,” or “your”).

By using Loadier’s services, website, dispatch platform, or entering into any engagement with Loadier, you agree to be bound by this Agreement.

1. Definitions

For clarity, the following terms shall apply:

  • “Dispatch Services” – services provided by Loadier to independent carriers/owner-operators, including load sourcing, rate negotiation, paperwork management, and operational support.

  • “Fleet Services” – transportation services performed directly by Loadier using its own trucks and authority.

  • “Gross Load Revenue” – the total amount billed to a shipper or broker for a load before deductions.

  • “Authority” – the legal operating authority issued by FMCSA/DOT.

  • “Force Majeure” – events beyond a party’s reasonable control including natural disasters, war, terrorism, labor strikes, pandemics, and government actions.

  • “Confidential Information” – any non-public, proprietary, or sensitive business information shared during this Agreement.

2. Scope of Services

a) Dispatch Services to Third-Party Carriers

  • Loadier will make reasonable efforts to locate, negotiate, and secure freight opportunities for Carrier.

  • Loadier will provide administrative assistance such as rate confirmations, bills of lading, broker/carrier packets, and communication with shippers/brokers.

  • Carrier retains the right to accept or decline any load offered.

  • Loadier does not guarantee availability of freight, profitability, or continuous service.

b) Loadier Fleet Operations

  • Loadier owns and operates trucks under its own authority.

  • For freight hauled by Loadier’s fleet, Loadier assumes all legal responsibilities of a motor carrier, including compliance, insurance, and liability.

3. Carrier Eligibility & Obligations (for Dispatch Clients)

Carrier must, at all times:

  • Maintain active MC/DOT authority and a satisfactory safety rating.

  • Maintain required insurance coverages:

    • Commercial Auto Liability: Minimum $1,000,000 per occurrence

    • Cargo Insurance: Minimum $100,000 per occurrence

    • Workers’ Compensation and/or Occupational Accident coverage as required by law

  • Ensure compliance with all FMCSA, DOT, and state/federal requirements.

  • Provide Loadier with copies of all relevant documents (W-9, certificate of insurance, authority letter, safety rating, etc.).

  • Ensure drivers are properly licensed, qualified, and compliant with Hours of Service.

  • Operate equipment that is safe, legal, and well-maintained.

Failure to maintain compliance shall result in immediate suspension of Dispatch Services.

4. Compensation & Payment

  • Dispatch Commission – Carrier shall pay Loadier a commission equal to [X%] of Gross Load Revenue for each load booked through Loadier’s Dispatch Services.

  • Payment Terms – Invoices are issued weekly and are due upon receipt. Payments must be made via ACH, credit card, or another approved method.

  • Late Payments – Loadier may charge interest at [1.5% per month] on past due balances and may suspend or terminate services until balances are paid.

  • Free 2,000 Miles Dispatch Credit – New Dispatch Clients shall receive a credit equivalent to 2,000 dispatched miles, applied to the first invoice.

  • Referral Reward – Referrers shall receive $500 per new Carrier referred, payable within 30 days after the referred Carrier completes 30 consecutive days of paid service.

5. Liability & Indemnification

a) Dispatch Clients (Third-Party Carriers)

  • Loadier is not responsible for cargo loss, damage, theft, delays, detention, layovers, lumper fees, regulatory fines, broker/shipper non-payment, or any operational issue related to Carrier’s services.

  • Carrier assumes full responsibility for safe transport, delivery, and compliance with applicable laws.

  • Carrier shall defend, indemnify, and hold harmless Loadier from any claims, losses, liabilities, damages, or expenses (including attorney’s fees) arising out of Carrier’s operations.

  • Liability Cap – In all cases, Loadier’s liability to Carrier is limited to the amount of Dispatch Service fees paid by Carrier to Loadier in the 30 days preceding the event.

b) Loadier Fleet Operations

  • When freight is transported by Loadier’s own fleet, Loadier assumes liability consistent with its insurance and federal/state laws.

  • Such liability applies only to freight under Loadier’s bill of lading and operating authority.

6. Confidentiality & Non-Solicitation

  • Carrier agrees to keep confidential all broker, shipper, rate, and business information provided by Loadier.

  • Carrier agrees not to circumvent Loadier by directly soliciting or contracting with brokers/shippers introduced by Loadier for a period of 12 months after termination of this Agreement.

  • Any violation will result in liquidated damages equal to 15% of the gross revenue of any such diverted load(s).

7. Independent Contractor Relationship

  • Carrier is and shall remain an independent contractor.

  • Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

  • Carrier is solely responsible for taxes, benefits, wages, and employment obligations of its drivers and staff.

8. Termination

  • Either party may terminate this Agreement upon 30 days’ written notice.

  • Loadier may terminate immediately for:

    • Non-payment

    • Fraud or misrepresentation

    • Regulatory non-compliance

    • Breach of confidentiality or non-solicitation provisions

  • Carrier must pay all outstanding balances prior to termination.

9. Force Majeure

Neither party shall be held liable for delays or non-performance due to events beyond their control, including natural disasters, strikes, acts of war, cyberattacks, government actions, or pandemics.

10. Dispute Resolution & Governing Law

  • This Agreement is governed by the laws of the State of [Insert State].

  • Any disputes shall first be addressed in good faith negotiations.

  • If unresolved, disputes shall be brought exclusively in the state or federal courts of [Insert County/State].

  • The parties waive the right to trial by jury and waive class action rights.

  • Optional: disputes may be subject to binding arbitration per [AAA Rules].

11. Miscellaneous Provisions

  • Assignment – Carrier may not assign this Agreement without Loadier’s prior written consent.

  • Severability – If any provision is held invalid, the remainder shall remain in effect.

  • Entire Agreement – This document constitutes the full agreement between parties, superseding all prior agreements.

  • Amendments – Loadier may update these Terms at any time. Continued use of services indicates acceptance of changes.

  • Notices – All notices shall be in writing and delivered via email or certified mail.