Terms of Service

1.1 Services. Dispatcher will act as Carrier's agent and will:

• search load boards and broker networks for loads that fit Carrier's equipment, lanes and minimum rates;
• negotiate rates with brokers and shippers on Carrier's behalf;
• complete broker setup and onboarding packets, including on Highway and similar platforms;
• review rate confirmations and send them to Carrier;
• coordinate pickup and delivery appointments and pursue detention and other accessorial charges.

1.2 No forced dispatch. Carrier may accept or reject any load. Dispatcher will not book a load without Carrier's approval of the load and rate.

1.3 Not a broker or carrier. Dispatcher acts only as Carrier's agent. Dispatcher does not take possession of freight, issue bills of lading, or hold itself out as a broker or motor carrier. Dispatcher is not authorized to receive any load payments from brokers or shippers; Carrier receives all load payments directly and pays only the dispatch fee to Dispatcher.

1.4 Carrier's own loads. Carrier may book loads on its own. No fee is owed on loads Carrier books without Dispatcher's involvement.

Carrier will, at its own cost:

• keep its USDOT registration and MC operating authority active;
• keep insurance in force at no less than the limits shown on the certificate of insurance Carrier has provided to Dispatcher, plus any higher limits a broker requires for a specific load;
• keep its vehicles roadworthy and properly registered;
• comply with all applicable federal, state and local laws, including FMCSA rules that apply to its operation;
• provide current copies of its authority, certificate of insurance, W-9, payment details, driver's license and vehicle details, and update them when anything changes;
• notify Dispatcher within 24 hours of any accident, cargo claim, insurance change, or change to its authority.

Carrier is solely responsible for transporting every load, including its drivers, equipment, safety and on-time delivery.

3.1 Dispatch fee. Carrier will pay Dispatcher a percentage of the gross line-haul rate of each load booked by Dispatcher, as shown on the rate confirmation. The percentage is set in Carrier's Dispatch Agreement; our standard rates are 6% for owner-operators and 5% for small fleets. Accessorial charges (detention, layover, lumper and similar) are not included, and no fee is charged on them.

3.2 Free first week. No fee is charged on loads booked during Carrier's first 7 days of service, counted from the day Dispatcher books Carrier's first load. This applies to owner-operators and small fleets alike.

3.3 Invoicing. Dispatcher will invoice Carrier weekly, listing each load, its rate and the fee owed.

3.4 Payment. Carrier will pay each invoice within 7 days of the invoice date, by ACH bank transfer to the account set out in the Dispatch Agreement.

3.5 Late payment. Dispatcher may pause its services while any invoice is more than 14 days overdue.

3.6 Short or unpaid loads. If a broker reduces or does not pay a load rate through no fault of Dispatcher, the fee is calculated on the amount Carrier actually receives.

Carrier authorizes Dispatcher, as its limited agent, to:

• complete and sign broker setup and onboarding packets on Carrier's behalf;
• negotiate and sign rate confirmations for loads Carrier has approved;
• communicate with brokers, shippers and receivers about Carrier's loads.

This authority is set out in the Limited Power of Attorney that forms part of the Dispatch Agreement. Dispatcher may not borrow money, sign loans, open accounts in Carrier's name, or receive freight payments on Carrier's behalf. Carrier may revoke this authority in writing at any time.

5.1 Carrier's liability. Carrier is solely responsible for cargo loss or damage, accidents, injuries, fines and claims arising from its transportation services.

5.2 Indemnity by Carrier. Carrier will indemnify and hold harmless Dispatcher from all claims, losses and costs arising from Carrier's operations, drivers, equipment, or breach of the Dispatch Agreement.

5.3 Indemnity by Dispatcher. Dispatcher will indemnify Carrier only for losses caused by Dispatcher's gross negligence or wilful misconduct.

5.4 Broker non-payment. Dispatcher vets brokers in good faith but does not guarantee payment by any broker or shipper.

• The Dispatch Agreement starts on the date it is signed and continues until terminated. There is no minimum term.
• Either party may terminate it at any time with 7 days' written notice. Email counts as written notice.
• Either party may terminate it immediately if the other breaches a material term, or if Carrier's authority or insurance lapses.
• Fees for loads booked before termination remain payable, even if the load is delivered afterwards.

7.1 Independent parties. The parties are independent businesses. Nothing in the Dispatch Agreement creates an employment, partnership or joint venture relationship.

7.2 Confidentiality. Each party will keep the other's rates, customer details and business information confidential, during and after the Dispatch Agreement.

7.3 Assignment. Carrier may not assign the Dispatch Agreement without Dispatcher's written consent. Dispatcher may assign it to an affiliate or successor entity, including a separately registered Silver Mile Dispatch company, by written notice to Carrier. All terms stay the same after assignment.

7.4 Governing law. The Dispatch Agreement is governed by the laws of the State of Florida, United States. Disputes will be resolved in the state or federal courts located in Florida.

7.5 Entire agreement. The Dispatch Agreement, with its schedules, is the whole agreement between the parties. Any change must be in writing and signed by both parties.

7.6 Signing. Both parties sign the same single copy of the Dispatch Agreement, by hand or electronically. That jointly signed copy is the original, and each party keeps a copy of it.