Shipper & Carrier Participation Agreement

This page is a working draft describing our intended policy structure. It is not yet final or legally binding, and is pending review by legal counsel before Relod's public launch.

Draft last updated: 2026-09-06

Text highlighted like this still needs a final value from legal counsel before this document is complete, for example: [city to be finalised with legal counsel]

1. Parties

This Agreement is made between Relod Logistics Private Limited, a company incorporated under the Companies Act, 2013, having its registered office at [registered office address to be finalised with legal counsel] ("Relod"), and the Shipper or Carrier who registers for and accepts this Agreement while creating an account on the Relod platform ("Participant"). Relod and the Participant are each a "Party" and together the "Parties".

2. Recitals

Relod operates a technology platform that helps Shippers find trucks and Carriers find loads, by enabling load and truck postings, matching, in-app communication, bookings, payment facilitation, and live tracking during a trip (the "Platform"). Relod is not a common carrier, freight forwarder, or logistics service provider, and does not itself transport goods, own or lease vehicles, or employ drivers. This Agreement supplements Relod's public Terms of Service and Privacy Policy, which are incorporated by reference. Where this Agreement and the public Terms of Service conflict, this Agreement prevails; where the main body of this Agreement and a Schedule conflict, the Schedule prevails on the subject matter it addresses.

3. Definitions

"Booking" means an accepted match between a Shipper's load posting and a Carrier's truck posting on the Platform. "Freight on Value" or "FOV" means the value of the goods declared by the Shipper for a given Booking. "KYC Information" means the identity, business, and vehicle documents and information a Participant submits to Relod. "Wallet" means the in-app Relod wallet used to pay for and settle Bookings. "Acceptance" means the Participant's affirmative action of clicking "I Accept" or "I Agree", or registering, logging in, or continuing to use the Platform after being shown this Agreement. Other capitalised terms have the meaning given in Relod's public Terms of Service.

4. Nature of the Platform and the Parties' Relationship

Relod facilitates introductions, matching, communication, booking, payment facilitation, and tracking between Shippers and Carriers, and is not a party to the contract of carriage formed between a Shipper and a Carrier for a given Booking — that contract, including the freight rate and each party's obligations regarding the goods, is formed directly between the Shipper and the Carrier. The relationship between Relod and the Participant is that of independent contractors on a principal-to-principal basis; nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. Carriers on the Platform are independent truck owners, fleet operators, or their authorised representatives, and are solely responsible for the vehicles and drivers they use to fulfil a Booking; Relod does not own or control any Vehicle, nor does it control the actions of a Carrier or its drivers. A Carrier shall provide, and shall ensure its drivers provide, the transportation service with the due care, skill, and diligence of a reasonably prudent operator, and in compliance with the Motor Vehicles Act, 1988, the Carriage by Road Act, 2007, the Carriage by Road Rules, 2011, and other applicable law governing carriage of goods by road in India. Nothing in this Agreement requires exclusive use of the Platform, save for the non-circumvention restriction in section 15. This Agreement takes effect on the date of the Participant's Acceptance and continues until the Participant's account is closed, suspended, or terminated in accordance with this Agreement.

5. Eligibility, Registration and KYC

The Participant confirms they are at least 18 years old and, where registering on behalf of a business, are authorised to bind that business. The Participant shall provide accurate, current, and complete KYC Information and keep it updated, and is solely responsible for holding all licences, permits, and registrations required by law. Relod may review KYC Information, mark it verified, pending, or rejected, and may subject a Participant to background and record verification from time to time; this review is a reasonableness check, not an independent forensic verification, and Relod does not guarantee the authenticity of any document or information submitted. If a material discrepancy is found in a Participant's KYC Information or background verification, Relod may treat that Participant's registration as void with immediate effect. If Relod identifies a Participant attempting to re-register using KYC Information matching an account previously suspended or terminated for fraud, safety, or integrity reasons, Relod may refuse or revoke that new registration. Where the individual providing services under this Agreement is not the registered owner of the Vehicle, the Carrier shall provide Relod a No Objection Certificate from the registered owner, authorising the Carrier to operate that Vehicle on the Platform and collect payments for Bookings performed using it.

6. Postings, Matching, and Bookings

Shippers may post load details and Carriers may post truck availability; the Participant is responsible for the accuracy of every posting, including price, weight, dimensions, and route information. A Booking is formed when a Shipper and Carrier accept each other's offer on a posting, either instantly or after in-app negotiation. Relod does not independently verify booking status updates beyond what the Parties report to the Platform.

7. Cancellations, Detention, and Delay

Either Party may cancel a pending, not-yet-accepted offer or posting freely. Relod does not currently charge a cancellation fee for an accepted Booking, but may introduce one in future for cancellations without reasonable cause, which will be disclosed before it applies. Detention and delay charges, where applicable, are billed strictly at the actual, substantiated cost incurred by the affected Party — for example, genuine standing or waiting time caused by a delay at loading or unloading — and not as a fixed penalty, and must be substantiated and disclosed before being applied.

8. Payments, Wallet, and Set-off

Amounts payable for a Booking made through the Platform must be routed through Relod's Wallet and payout mechanism, and not settled directly between the Shipper and Carrier outside it. Wallet balances are non-transferable, may only be used to transact on the Platform, are not a deposit or savings instrument, and accrue no interest. If a Participant owes Relod any amount — including a platform fee, a reversed or disputed transaction, a detention or delay charge, or any undue gain obtained through fraud or misrepresentation — Relod may withhold or set that amount off against the Participant's Wallet balance or, for a Carrier, a pending payout, until it is settled. Any platform fee or margin Relod retains for facilitating payment collection and settlement will be disclosed before it is charged; this facilitation does not, by itself, make Relod a party to the underlying contract of carriage.

9. GST and Invoicing

Relod's own fee for operating the Platform is subject to GST, which Relod charges, collects, and remits in the ordinary course as a registered service provider, and Relod is working towards fully compliant, GST-registered invoicing for that fee. Relod does not charge, collect, or remit GST on the freight amount for a Booking itself — that is a separate matter between the Shipper and Carrier. Shippers and Carriers remain independently responsible for their own GST registration, invoicing, and tax compliance for the freight transaction between them, including any reverse-charge liability, consignment note, or e-way bill required by law.

10. Cargo Loss and Optional Coverage

Relod does not automatically insure or compensate for loss of or damage to cargo in transit; that risk sits between the Shipper and Carrier, not with Relod. Where a Shipper holds their own marine or transit insurance and a loss occurs, Relod will issue a factual Certificate of Fact recording the details of the incident, to support that Shipper's own insurance claim. Alternatively, a Shipper may ask Relod to cover a loss directly instead of relying on their own insurance; where Relod agrees to do so for a specific Booking, this is offered as a separate, optional paid service charged at 0.20% of the Freight on Value declared for that load, subject to separate terms disclosed to and accepted by the Shipper at the time of opting in. This optional coverage service is pending confirmation of its regulatory structure with legal counsel before it is offered.

11. Vehicles, Drivers, and Driver Access

Carriers are responsible for ensuring every vehicle listed on the Platform is roadworthy, holds valid third-party motor insurance as mandated under the Motor Vehicles Act, 1988, and is legally permitted to operate, and that every driver operating it holds a valid driving licence. A Carrier may authorise a specific driver to access the Platform on behalf of one of their vehicles; that access is scoped to that vehicle and may be revoked at any time. The Carrier must promptly update the Platform if a vehicle's registered driver or driver's phone number changes — because a mobile number can be reassigned to a new subscriber over time, failing to update this promptly could result in a former driver, or an unrelated person later reassigned that number, retaining or gaining access to booking, messaging, or location data intended for the current driver; Relod is not responsible for such exposure where it results from the Carrier's delay. If a Carrier's vehicle is seized or detained, or its driver taken into custody, during an active Booking through no fault of the Carrier or driver, Relod will make reasonable efforts to assist — for example, by providing booking records confirming the trip was undertaken through the Platform — but does not guarantee financial reimbursement of related expenses unless separately agreed.

12. Live Location Tracking

When a Booking is active, the Carrier's vehicle location may be shared with the Shipper on that specific Booking, automatically where a GPS device is fitted, or by the Carrier actively sharing their location from the app, for the duration reasonably necessary to track that trip. See Relod's Privacy Policy for further detail.

13. Prohibited and Restricted Goods

The Participant must not use the Platform to arrange transport of goods that are illegal, hazardous without proper authorisation, or otherwise prohibited under applicable law, including narcotics, explosives, firearms and ammunition, restricted liquor, human remains, live animals without proper authorisation, and any goods requiring a licence or permit that has not been obtained.

14. Account Integrity and Conduct

The Participant shall not provide false or misleading information, impersonate another person or business, harass, threaten, or defraud another user, attempt to circumvent the Platform to avoid applicable fees, interfere with or disrupt the Platform, or use it unlawfully. The following conduct is a material breach entitling Relod to suspend or terminate the account: operating a vehicle under the influence of alcohol or drugs; a criminal offence, including physical assault or threats, against Relod staff or another Participant; concealment of a material fact; fraud, misappropriation, or embezzlement for undue monetary gain; negligence causing damage to another Participant's goods or property; and publishing content that is knowingly false and materially damaging to Relod's business reputation. Relod may suspend or terminate a Participant's account, with or without notice, for a reasonably believed violation of this Agreement, false information, fraudulent or unsafe conduct, or where required by law. The Participant shall reasonably cooperate with any investigation or audit Relod conducts in relation to suspected fraud, safety, or compliance concerns.

15. Double Brokering, Non-Circumvention, and Consequences

A Carrier shall not subcontract, re-assign, or "re-broker" an accepted Booking to another carrier, vehicle, or driver that has not been separately verified and authorised on the Platform for that Booking, without the express consent of both the Shipper and Relod; a Carrier that does so remains fully liable for the substitute's acts and omissions. Where a Shipper and Carrier are introduced to each other through the Platform, they agree not to use that introduction to negotiate, book, or complete a transaction directly between themselves outside the Platform to avoid Relod's applicable fees, for a period of [12 months — to be finalised with legal counsel] from the date of that introduction, unless they can demonstrate an independent, pre-existing relationship predating it. Where Relod reasonably determines, after giving the affected Participant a fair opportunity to respond, that a Participant has engaged in double brokering or circumvented the Platform, Relod may permanently ban the Participant from the Platform, record them on its internal risk register, and disclose the fact that they were banned for cause — without necessarily disclosing the underlying confidential transaction details — to another business in the logistics industry making a genuine reference or due-diligence enquiry, or as otherwise required by law.

16. Communications and Consent

By registering, the Participant consents to receive service-related communications from Relod — including OTPs, booking updates, and load alerts — via SMS, WhatsApp, push notification, and email, consistent with applicable telecom regulation, including TRAI's rules on commercial communication and DLT registration requirements. The Participant may opt out of non-essential promotional communication at any time, but not essential service communications while the account remains active.

17. Confidentiality and Data Protection

Each Party shall keep confidential any non-public business, technical, or commercial information disclosed by the other Party in connection with this Agreement, and shall not disclose it to a third party except as required by law or with prior written consent. Where Relod becomes aware of a personal data breach affecting a Participant's KYC Information or other personal data, Relod will notify the affected Participant and, where required under the Digital Personal Data Protection Act, 2023, the Data Protection Board of India, without undue delay, in accordance with Relod's Privacy Policy.

18. Intellectual Property

All intellectual property in the Platform belongs to Relod or its licensors. The Participant receives a limited, non-exclusive, non-transferable licence to use the Platform for its intended purpose, and may not copy, modify, reverse-engineer, or create derivative works from it, or use Relod's name or branding without written permission.

19. Disclaimers

The Platform is provided on an "as is" and "as available" basis. Relod does not warrant that the Platform will be uninterrupted, error-free, or completely secure, and does not endorse or guarantee the identity, reliability, solvency, or conduct of any Participant.

20. Limitation of Liability

To the maximum extent permitted by law, Relod is not liable for any loss, damage, delay, or dispute arising out of or in connection with the underlying contract of carriage between a Shipper and Carrier, including loss of or damage to goods in transit, delay in pickup or delivery, or non-payment between the Parties, except to the extent Relod has expressly agreed to provide optional loss coverage under section 10. Relod's total liability to the Participant for any other claim arising from use of the Platform itself is limited to the higher of the platform fees paid by the Participant to Relod in the three months preceding the claim, or the balance held in the Participant's Wallet at the time the issue arose. Nothing in this Agreement excludes liability that cannot be excluded under Indian law.

21. Indemnification

The Participant shall indemnify and hold Relod, its officers, employees, and affiliates harmless from any claim, loss, liability, or expense, including reasonable legal fees, arising from the Participant's breach of this Agreement, violation of any law, inaccurate information provided on the Platform, or the Participant's interactions, disputes, or contract of carriage with another Platform user.

22. Grievance Redressal

A Participant may raise a complaint through the in-app support/help section or the contact details on Relod's Contact page. In accordance with applicable Indian law, Relod will designate a Grievance Officer to address complaints not resolved through regular support; their name, designation, and contact details will be published on Relod's Privacy Policy page once finalised.

23. Dispute Resolution and Governing Law

This Agreement is governed by the laws of India. Any dispute arising out of or in connection with this Agreement — excluding a dispute under the underlying contract of carriage between a Shipper and Carrier, which is between those two parties — will first be attempted to be resolved amicably through good-faith discussion. If unresolved within 30 days, it will be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, conducted in English by a sole arbitrator appointed by mutual agreement, seated at [city to be finalised with legal counsel], India. Subject to the foregoing, the courts at [city to be finalised with legal counsel], India shall have exclusive jurisdiction.

24. Force Majeure

Neither Party is liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including natural disasters, strikes, internet or telecom outages, government action, or similar events. An affected Party shall notify the other promptly and use reasonable efforts to mitigate the impact; if such an event continues for more than 60 consecutive days, either Party may terminate this Agreement by written notice, without liability for that termination.

25. Electronic Signatures and Acceptance

This Agreement is an electronic record under the Information Technology Act, 2000 and rules made thereunder, and does not require a physical or digital signature to be valid. A Participant's Acceptance is a valid consent to be bound by this Agreement, and the electronically recorded Agreement, when printed, shall be treated as a written, signed original for all purposes, including as admissible evidence in any judicial or arbitral proceeding.

26. Amendment and Miscellaneous

Relod may update this Agreement from time to time; material changes will be notified through the app or website before they take effect, and continued use after a change takes effect constitutes acceptance. If any provision of this Agreement is found unenforceable, the remainder will continue in effect, and a failure to enforce a provision is not a waiver of the right to do so later. The Participant may not assign rights under this Agreement without Relod's consent; Relod may assign its rights in connection with a merger, acquisition, or sale of business assets. Clauses relating to set-off, cargo loss, confidentiality and data protection, limitation of liability, indemnification, grievance redressal, and dispute resolution survive termination or expiry of this Agreement, along with any other clause intended by its nature to survive. Any notice under this Agreement shall be given in writing, in English, to the contact address on Relod's Contact page (for Relod) or to the Participant's registered contact details on the Platform. This Agreement, Relod's Terms of Service, and Privacy Policy are published in English and other languages, including Hindi, for convenience; in case of conflict, the English version prevails. Together with Relod's public Terms of Service and Privacy Policy, this Agreement forms the entire agreement between the Parties regarding use of the Platform.

27. Schedule A — Shipper-Specific Terms

The Shipper warrants that all goods tendered for transport under a Booking are lawfully owned or in their lawful possession, and are accurately described — nature, weight, dimensions, and declared value — at the time of posting. Where the Shipper opts into Relod's optional loss coverage, the Shipper shall pay the applicable 0.20% Freight on Value charge at the time of Booking, and shall promptly notify Relod of any loss or damage event to preserve their claim. The Shipper shall ensure loading facilities are ready at the agreed time to avoid detention charges, is responsible for its own GST registration, invoicing, and any e-way bill or consignment note required for the shipment until Relod's own compliant invoicing is live, and shall not solicit or accept a direct, off-Platform transaction from a Carrier introduced to them through the Platform in circumvention of section 15.

28. Schedule B — Carrier-Specific Terms

The Carrier warrants that every vehicle it lists is roadworthy, currently insured, and holds a valid registration certificate, fitness certificate, PUC certificate, and permit for the routes it intends to operate, in compliance with the Motor Vehicles Act, 1988 and applicable rules, and that every driver operating a listed vehicle holds a valid driving licence appropriate to that vehicle class, with driver contact details kept current on the Platform. The Carrier shall promptly report any accident, breakdown, seizure, or significant delay affecting an active Booking to the Shipper and to Relod, in any event within 24 hours, to remain eligible for any assistance under section 11. Payouts to the Carrier for completed Bookings will be settled to the bank account and IFSC details the Carrier has provided, subject to any set-off described in section 8. The Carrier shall not accept a Booking and then re-broker it to another carrier, vehicle, or driver, or solicit a Shipper introduced to them through the Platform for a direct, off-Platform transaction, in circumvention of section 15; and where the Carrier does not own the Vehicle it operates on the Platform, it shall provide Relod a No Objection Certificate from the registered owner before that Vehicle is used to fulfil a Booking.