PARTIES:
The Dispatcher and the Carrier (collectively, the "Parties") hereby agree to the terms and conditions outlined in this Agreement:
1.1. Dispatching services: The Dispatcher focuses on securing freight within the Tri-State region (NY, NJ, PA) and adjacent states (CT, MD, DE, OH, MA), including backhauls to return equipment to the primary zone.
1.2. Primary Operational Region: The Dispatcher focuses on securing freight within the Tri-State region (NY, NJ, PA) and adjacent states (CT, MD, DE, OH, MA), including backhauls to return equipment to the primary zone.
1.3. Tracking & Software Access: The Carrier authorizes the Dispatcher to manage profiles and communications on required tracking/monitoring platforms (e.g., MacroPoint, Project44, TruckerTools). The Carrier grants a Limited Power of Attorney (Exhibit A), which is incorporated into this Agreement as a mandatory component.
1.4. ELD & Navigation Access: The Carrier authorizes the Dispatcher to access ELD and navigation systems strictly to verify HOS, track real-time GPS coordinates, and provide accurate ETA updates to brokers and shippers.
1.5. Credentials: The Carrier shall provide portal access or allow sub-accounts. The Dispatcher is not liable for broker-initiated profile locks or security audits.
1.6. Operational Timeframes: The Dispatcher maintains active administrative coverage during US EST/CST business hours, including early morning market analysis for premium loads and overnight transit coordination to ensure continuous operational support.
2.1. Active Operating Authority: The Carrier warrants that it holds active, lawful commercial authority from the FMCSA, including all necessary state and federal permits and valid insurance coverage.
2.2. Operational Control: The Carrier maintains absolute control over equipment, drivers, and daily operations, including the sole right to accept or decline loads. The Dispatcher acts solely as an administrative agent and holds no independent authority over the trucks.
2.3. Equipment & Tracking: The Carrier must maintain equipment in safe, compliant condition and ensure drivers provide accurate specs and keep tracking apps active. The Dispatcher is not responsible for cancellations due to equipment mismatches or driver tracking failures.
2.4. Prohibition of Co-Brokering: The Carrier warrants that all booked loads will be transported exclusively on its own equipment under its active MC and USDOT numbers. Re-brokering, co-brokering, or subcontracting loads to third parties is strictly prohibited.
2.6. Operational Regulations: The Carrier and drivers must adhere to the Dispatcher’s standard operating procedures and communication rules hosted in the Driver Portal. Failure to log statuses, confirm loads, or provide documentation as required releases the Dispatcher from all liability for detention, layover, or broker penalty disputes.
3.1. Probationary Term: The first 28 calendar days constitute an Introductory Probation Period. During this time, either party may terminate this Agreement immediately via written notice to the designated email, without financial penalty, provided all outstanding service fees for completed loads are settled.
3.2. Right to Non-Renewal: During or after the 28-day probationary period, the Dispatcher may terminate services or refuse renewal if the Carrier fails to maintain stable communication, consistently rejects viable market-rate loads, or violates safety protocols.
3.3. Automatic Termination upon Authority Suspension: This Agreement terminates immediately without notice if the Carrier's MC# or USDOT authority status becomes "Inactive", "Suspended", or "Revoked" in the official FMCSA database.
4.1. Service Fee Calculation: The Carrier agrees to pay a fee of 8% of the gross revenue stated on the broker Rate Confirmation for each load booked. This fee is calculated on the gross amount before any deductions (e.g., QuickPay, fuel advances, fuel surcharges, or penalties).
4.2. No Extended Terms: The Dispatcher does not offer extended credit terms (Net-30/60). All payments are tied to the completion of the haul and executed on a strict weekly cycle.
4.3. Settlement & Backup: The Carrier may choose to utilize either Factoring or Broker QuickPay for its loads.
4.4. Direct Billing: If fees/penalties (e.g., TONU) are not processed via factoring, the Dispatcher shall issue a direct invoice. The Carrier has three (3) business days to submit written disputes. If no dispute is received, the Dispatcher may charge the payment method on file.
4.5. Delays & Suspension: Invoices are due within three (3) business days. Overdue balances accrue a 1.5% late fee. The Dispatcher reserves the right to pause services until the account is settled in full.
4.6. Load Cancellation Fee: If the Carrier cancels a booked load (excluding mechanical breakdown/force majeure), the Carrier agrees to a $50 administrative fee. This fee will be invoiced and charged via the backup method 24 hours after cancellation if no dispute is raised.
4.7. Tax Documentation: The Carrier shall provide a valid Form W-9 (or equivalent) upon request for compliance and billing purposes.
5.1. Independent Contractor: The Dispatcher acts solely as an independent contractor. The Dispatcher exercises no control over the Carrier’s equipment, routes, scheduling, or driver conduct.
5.2. Exclusions: The Dispatcher is not liable for:
5.3. Detention & Layover: The Dispatcher will submit claims within 24 hours of receiving documentation but does not guarantee broker approval or payment. The Dispatcher is not liable for denials resulting from missing data or tracking lapses.
5.4. Liability Cap: Total financial liability of the Dispatcher for any claim is capped at the total service fees paid by the Carrier in the 30 days preceding the incident.
5.5. Taxes: Each party is responsible for its own taxes. No deductions shall be made from the Dispatcher’s fees.
5.6. Indemnification: The Carrier agrees to indemnify and hold the Dispatcher harmless from all liabilities, losses, or legal costs arising from the Carrier's operations, accidents, or negligence.
6.1. Month-to-Month Renewal: Following the 28-day probationary period, this Agreement automatically renews on a continuous, month-to-month basis.
6.2. Standard Notice Period: Either party may terminate this Agreement after the probationary period by providing at least 7 calendar days' written notice via email. All payment obligations for loads booked before the termination date remain binding.
7.1. Confidentiality & IP: Both parties must protect proprietary data, including rates and broker contacts. All software, databases, and automated tools remain the Dispatcher’s exclusive property; the Carrier may use them only during this Agreement.
7.2. Non-Circumvention: The Carrier agrees not to bypass the Dispatcher by booking loads directly with brokers/shippers introduced by the Dispatcher for 6 months after termination. In case of breach, the Carrier shall pay the Dispatcher the applicable service fee for each such load.
9.1. Entire Agreement: This Agreement and its Exhibits constitute the entire understanding between the parties, superseding all prior discussions or agreements.
9.2. Electronic Execution: This Agreement may be executed electronically (e.g., via e-signature or web platform "clickwrap"). Electronic signatures carry the same legal weight as original handwritten signatures.
PARTIES SIGNATURES & NOTICE EMAIL ADDRESSES
DISPATCHER: IE ____________________ dba LoadsGo,
Designated Notice E-mail: __________
DISPATCHER’S PAYMENT INSTRUCTIONS (ACH):
Service: Payoneer / Wise
Account Holder: ____________________
Routing Number (ABA): __________
Account Number: ____________
Signature: ________________ Date: _______
CARRIER: _______________
Designated Notice E-mail: _____________
Signature: _______________ Date: _______
to the Dispatch Service Agreement dated __________
Carrier __________________ (USDOT# _______________, MC# ________________) appoints LoadsGo as its attorney-in-fact for the following administrative actions:
Restrictions: The Dispatcher is strictly prohibited from altering the Carrier’s bank accounts, payment methods, or factoring payee data without the Carrier's prior written authorization. Payments must be directed solely to the Carrier or its designated Factor.
Validity: This power remains valid for the duration of the Dispatch Service Agreement and expires immediately upon its termination.
AUTHORIZED SIGNATURE:
Company Name: ______________________________
Officer Name/Title: __________________________
Signature: ________________
Date: ________________________