IQ Logistics Freight Provider Terms and Conditions

Version: 2.0.1

Effective date: 04/07/2026

Company: IQ Logistics Pty Ltd ABN/ACN 39 158 387 869 / 158 387 869

Trading as: IQ Logistics

Website: iqlogistics.com.au

These Freight Provider Terms and Conditions govern the commercial relationship between IQ Logistics and freight, transport, logistics, carrier, depot, warehousing, container, forwarding and related service providers engaged by IQ Logistics.

These terms are separate from any portal access terms, website terms, privacy policy or customer trading terms.

1. Purpose and scope

1. These Freight Provider Terms and Conditions apply whenever a Provider performs or agrees to perform freight, transport, logistics, handling, container, warehousing, storage, forwarding, delivery, collection, documentation or related services for or on behalf of IQ Logistics.
2. These terms are intended to govern the commercial relationship between IQ Logistics and the Provider. They are separate from any portal access terms, website terms, customer trading terms or privacy policy that may apply in a different capacity.
3. The Provider agrees to these terms by any of the following:
   1. signing or electronically accepting these terms;
   2. accepting a job, load, booking, consignment, purchase order, rate confirmation, carrier confirmation or work instruction from IQ Logistics;
   3. performing any Services for or on behalf of IQ Logistics; or
   4. continuing to provide Services after being notified of an updated version of these terms.
4. These terms apply to each Booking unless IQ Logistics and the Provider expressly agree otherwise in writing.

2. Definitions

In these terms:

Booking means a freight movement, job, leg, consignment, task, service request, order or work instruction issued by IQ Logistics.

Business Day means a day other than a Saturday, Sunday or public holiday in Victoria, Australia.

Chain of Responsibility or CoR means obligations under the Heavy Vehicle National Law and any related legislation, regulations, codes, standards, guidance or equivalent obligations applying to road transport activities.

Company, IQ, we, us or our means IQ Logistics Pty Ltd and its related entities, officers, employees, contractors and authorised representatives.

Customer means IQ’s customer, client, consignor, consignee, receiver, sender or any party for whom or in connection with whom the Services are performed.

Dangerous Goods means goods classified or regulated as dangerous goods, hazardous goods, hazardous substances, controlled substances or equivalent under applicable law, including under the Australian Dangerous Goods Code and any applicable State, Territory or Commonwealth law.

Goods means any freight, cargo, containers, equipment, pallets, packaging, documents, materials or other items handled, stored, transported, collected or delivered in connection with the Services.

Provider, you or your means the carrier, transport operator, freight provider, subcontractor, depot, warehouse, container packer or unpacker, freight forwarder, customs-related service provider or other supplier engaged by IQ Logistics to provide the Services.

Services means all services provided by the Provider for or on behalf of IQ Logistics, including transport, collection, delivery, loading, unloading, storage, warehousing, container packing or unpacking, depot services, handling, documentation, forwarding, customs-related services where applicable and ancillary services.

Subcontractor means any person or entity engaged by the Provider to perform any part of the Services.

3. Appointment and relationship

1. IQ may offer Bookings to the Provider from time to time. IQ is not obliged to provide any minimum volume of work.
2. The Provider is an independent contractor. Nothing in these terms creates an employment, partnership, joint venture, agency or franchise relationship between IQ and the Provider.
3. The Provider must not represent that it is employed by IQ or authorised to bind IQ, except where IQ has expressly authorised the Provider in writing for a specific Booking or task.
4. The Provider must perform the Services professionally, safely, lawfully and in accordance with:
   1. these terms;
   2. the Booking details;
   3. IQ’s reasonable written instructions;
   4. all applicable laws, codes, standards, permits and licences;
   5. all applicable Chain of Responsibility obligations;
   6. industry good practice; and
   7. any service-specific requirements notified by IQ.

4. Booking acceptance and order of precedence

1. A Booking may be issued by email, phone, text message, portal, transport management system, rate confirmation, purchase order or other written communication.
2. The Provider must promptly notify IQ if it cannot perform the Booking exactly as requested.
3. The Provider must not commence a Booking unless it has reviewed and accepted the relevant:
   1. pickup and delivery locations;
   2. dates and times;
   3. load details;
   4. equipment requirements;
   5. safety or site requirements;
   6. documentation requirements;
   7. rate or pricing terms; and
   8. special instructions.
4. If there is inconsistency between documents, the following order of precedence applies unless IQ states otherwise in writing:
   1. any specific written agreement signed by IQ and the Provider;
   2. the Booking or rate confirmation;
   3. these Freight Provider Terms and Conditions;
   4. IQ’s reasonable written operating instructions for the Booking; and
   5. any other general communication.
5. Customer trading terms do not replace these Provider Terms. The Provider acknowledges that IQ may owe separate obligations to its Customer and must not do anything that causes IQ to breach those obligations.

5. Promotion and marketing of Provider Services

1. The Provider authorises IQ to describe, promote, market and offer the Provider’s Services to IQ’s current and prospective Customers, provided IQ does not materially misrepresent the Services offered by the Provider.
2. The Provider grants IQ a non-exclusive, royalty-free, non-transferable licence to use the Provider’s business name, trading name, logo, branding, service descriptions, equipment details, service areas, capability information, accreditation information, compliance information and other Provider-supplied materials for the purpose of quoting, promoting, offering, arranging, managing and delivering freight, transport and logistics services to IQ’s current and prospective Customers.
3. IQ may use the Provider’s name, logo and branding in proposals, quotes, capability statements, tender responses, Customer presentations, Customer communications, internal systems, operational documents and marketing materials where reasonably connected with IQ’s promotion, sale, arrangement or management of freight and logistics services.
4. IQ must not materially alter the Provider’s logo or branding in a way that misrepresents the Provider, damages the Provider’s reputation, or suggests a relationship that does not exist.
5. IQ must not represent that the Provider is owned by IQ, exclusively works for IQ, guarantees availability, or has endorsed a specific Customer proposal unless that representation is accurate.
6. The Provider must ensure any logo, branding, service capability, availability, accreditation, equipment, rate, insurance or compliance information supplied to IQ is accurate, current and not misleading.
7. The Provider may withdraw permission for future public marketing use of its logo or branded marketing materials by giving IQ written notice. Withdrawal does not affect IQ’s right to use the Provider’s name, capability information or operational details for quotes, Bookings, Customer communications, records, compliance, claims, audit, or Services already arranged.

6. Rates, charges and variations

1. The Provider must only charge the rate agreed by IQ for the Booking.
2. Any additional charges, including waiting time, demurrage, redelivery, futile pickup, storage, detention, tolls, permits, escorts, special equipment, handling, container charges, after-hours charges or other accessorial charges, must be approved by IQ in writing before they are incurred, except in an emergency where prior approval is not reasonably possible.
3. Where prior approval is not reasonably possible, the Provider must notify IQ as soon as practicable and provide evidence supporting the additional charge.
4. IQ is not required to pay additional charges that are not approved, not reasonably incurred, not supported by evidence or caused by the Provider’s breach, delay, negligence, non-compliance or failure to follow instructions.
5. Rates are deemed to include all costs of performing the Services unless expressly stated otherwise.

7. Provider warranties

The Provider warrants that:

1. it has the skill, experience, equipment, personnel, systems and capacity required to perform the Services;
2. it holds all licences, registrations, permits, accreditations and approvals required for the Services;
3. all vehicles, trailers, equipment and facilities used for the Services are safe, suitable, roadworthy, properly maintained and legally compliant;
4. all drivers and personnel are licensed, trained, competent, fit for work and legally entitled to perform their duties;
5. it will comply with all applicable workplace health and safety, transport, fatigue, mass, dimension, load restraint, dangerous goods, privacy, employment, tax, customs, biosecurity and environmental laws;
6. it will not perform Services in a way that creates an unsafe, unlawful or unreasonable risk;
7. it has reviewed the Booking and is able to perform it safely and lawfully;
8. it will immediately notify IQ of any issue that may affect safety, compliance, timing, delivery, cost, customer service or IQ’s reputation; and
9. all information and documents provided to IQ are accurate, current and not misleading.

8. Chain of Responsibility and safety

1. The Provider must comply with all Chain of Responsibility obligations applying to the Services.
2. The Provider must ensure, so far as reasonably practicable, that its transport activities are safe.
3. The Provider must not accept, commence or continue a Booking if doing so would or may:
   1. breach fatigue management laws;
   2. breach speed, mass, dimension or load restraint requirements;
   3. require unsafe loading, unloading, driving, scheduling or site attendance;
   4. require use of an unsuitable or unsafe vehicle, trailer, driver, equipment or facility;
   5. breach dangerous goods requirements;
   6. breach any permit, access, route, curfew or road restriction; or
   7. create a safety risk to any person, vehicle, site, load or the public.
4. The Provider must notify IQ immediately if any IQ instruction, Customer instruction, site instruction, schedule, load plan, route, delivery window or other requirement may be unsafe, unlawful or impractical.
5. The Provider has the right and obligation to refuse unsafe or unlawful work. The Provider must notify IQ promptly and work with IQ to identify a safe and lawful alternative.
6. The Provider must maintain appropriate systems for:
   1. fatigue management;
   2. speed management;
   3. mass and dimension compliance;
   4. load restraint;
   5. vehicle maintenance;
   6. driver competency and fitness for work;
   7. subcontractor compliance;
   8. incident reporting; and
   9. recordkeeping.
7. The Provider must provide evidence of its Chain of Responsibility compliance systems when reasonably requested by IQ.

9. Loading, unloading and load restraint

1. The Provider must ensure Goods are loaded, restrained, transported and unloaded safely and lawfully.
2. The Provider must not depart a site if it knows or reasonably suspects that the Goods are incorrectly loaded, overloaded, insecure, unstable, damaged, contaminated, unsafe or unlawful to transport.
3. The Provider must ensure all load restraint equipment is suitable, compliant, maintained and used correctly.
4. The Provider must immediately notify IQ of any loading or unloading issue, including:
   1. unsafe site conditions;
   2. incorrect freight dimensions or weight;
   3. damaged freight;
   4. missing freight;
   5. inability to safely restrain the Goods;
   6. delay caused by the Customer, site or third party; or
   7. any refusal by a site to load or unload.
5. Unless expressly agreed, the Provider is responsible for providing all equipment, labour and materials required to safely perform its transport obligations.

10. Dangerous goods, hazardous goods and special freight

1. The Provider must not carry Dangerous Goods unless:
   1. IQ has been told in writing that the Goods are Dangerous Goods;
   2. IQ has accepted the Dangerous Goods in writing;
   3. the Provider is licensed, accredited, trained, equipped and legally permitted to carry the relevant Dangerous Goods;
   4. the driver, vehicle, trailer, placarding, documentation, emergency information, segregation, packaging and equipment comply with all applicable laws; and
   5. any special conditions or charges have been agreed before transport.
2. The Provider must immediately notify IQ if it discovers or suspects that Goods are Dangerous Goods or otherwise hazardous, contaminated, regulated, restricted or unsafe.
3. The Provider must not carry temperature-controlled, perishable, high-value, fragile, oversized, overmass, livestock, food-grade, pharmaceutical, containerised, customs-controlled, bonded, biosecurity-controlled or otherwise special freight unless it has the required capability and IQ has accepted the requirement in the Booking.
4. For temperature-controlled freight, the Provider must maintain required temperature settings and provide temperature records when requested.
5. For food, meat, pharmaceutical or hygiene-sensitive freight, the Provider must comply with all applicable hygiene, contamination control and equipment cleanliness requirements.

11. Containers, import/export, depot and forwarding services

1. Where the Services involve containers, wharf, rail, depot, import/export, packing, unpacking, customs-related handling, biosecurity, quarantine, storage or forwarding tasks, the Provider must comply with all applicable laws, port rules, terminal rules, depot rules, biosecurity requirements, customs requirements and safety procedures.
2. The Provider must not perform customs broking or regulated customs activities unless it holds all required licences, approvals and authorisations.
3. The Provider must notify IQ immediately of any issue relating to:
   1. container damage;
   2. seal discrepancy;
   3. missing or incorrect container number;
   4. weight discrepancy;
   5. verified gross mass issue;
   6. customs hold;
   7. biosecurity hold;
   8. demurrage, detention or storage exposure;
   9. terminal delay;
   10. unpack discrepancy;
   11. damage discovered during unpack; or
   12. any regulatory direction or inspection.
4. The Provider must not break a seal, unpack a container, release Goods or alter customs or biosecurity status unless authorised and legally permitted.
5. The Provider must preserve and provide all container, depot, wharf, seal, delivery, unpack, damage, storage and release records reasonably required by IQ.

12. Subcontracting

1. The Provider must not subcontract any part of the Services without IQ’s prior written approval, unless IQ has expressly approved a standing subcontracting arrangement.
2. The Provider remains fully responsible for all acts and omissions of its Subcontractors.
3. The Provider must ensure each Subcontractor:
   1. is properly licensed, insured, trained and competent;
   2. complies with all applicable laws and Chain of Responsibility obligations;
   3. complies with these terms to the extent relevant;
   4. does not further subcontract without IQ’s written approval; and
   5. provides documents and evidence required by IQ.
4. IQ may refuse or withdraw approval for a Subcontractor where IQ reasonably considers the Subcontractor unsuitable, unsafe, non-compliant, uninsured, unqualified or inconsistent with IQ’s Customer or compliance requirements.
5. The Provider must tell IQ the identity of any approved Subcontractor performing a Booking if requested.

13. Documents, proof of delivery and job evidence

1. The Provider must obtain and provide all documents required for the Booking.
2. Unless IQ agrees otherwise, the Provider must provide proof of delivery and required job documents within two Business Days after completion of the relevant delivery or service.
3. Required documents may include:
   1. signed proof of delivery;
   2. consignment note;
   3. delivery docket;
   4. pallet paperwork;
   5. container release or return documents;
   6. photographs;
   7. weighbridge docket;
   8. temperature records;
   9. fatigue or compliance declaration;
   10. site induction or access records;
   11. damage report;
   12. customer-specific paperwork; and
   13. any other document reasonably requested by IQ.
4. The Provider must ensure proof of delivery documents and job documents are accurate, complete, legible and not misleading.
5. If Goods are damaged, short, refused, delayed, unable to be delivered or delivered with qualification, the Provider must clearly record that issue on the proof of delivery and immediately notify IQ.
6. IQ may withhold payment for a Booking until the Provider has supplied the required documents.

14. Delay, failed delivery and communication

1. The Provider must immediately notify IQ of any actual or likely:
   1. late pickup;
   2. late delivery;
   3. missed timeslot;
   4. failed pickup;
   5. failed delivery;
   6. breakdown;
   7. accident;
   8. road closure;
   9. site issue;
   10. driver issue;
   11. customer complaint; or
   12. other issue affecting the Booking.
2. The Provider must not contact IQ’s Customer to vary price, scope, timing, delivery location, delivery terms, payment, claim handling or commercial arrangements unless IQ has authorised that communication.
3. The Provider may communicate with a Customer or site contact as reasonably necessary to perform the Booking, but only for operational purposes.
4. The Provider must keep IQ updated until the issue is resolved.

15. Incidents, damage, loss and claims

1. The Provider must immediately notify IQ of any incident, accident, injury, damage, loss, theft, contamination, temperature excursion, delivery dispute, regulator interaction, customer complaint or threatened claim.
2. The Provider must take reasonable steps to minimise loss, protect Goods, preserve evidence and prevent further damage or risk.
3. The Provider must provide IQ with all relevant evidence, including:
   1. photographs;
   2. driver notes;
   3. proof of delivery documents;
   4. consignment notes;
   5. GPS or tracking records where available;
   6. temperature records where applicable;
   7. incident reports;
   8. repair or recovery records;
   9. regulator notices;
   10. witness details; and
   11. insurance claim details.
4. The Provider must not admit liability, settle a claim, dispose of damaged Goods or make representations to IQ’s Customer about liability without IQ’s written approval, unless legally required.
5. The Provider is responsible for loss, damage, delay, cost, claim, fine, penalty or expense caused or contributed to by the Provider’s breach, negligence, unlawful act, wilful misconduct, failure to follow lawful instructions or act or omission of a Subcontractor.

16. Insurance

1. The Provider must hold and maintain insurance appropriate for the Services.
2. Unless IQ agrees otherwise in writing, the Provider must hold:
   1. public liability insurance;
   2. motor vehicle or fleet insurance;
   3. compulsory third-party insurance;
   4. workers compensation insurance where required by law;
   5. carrier’s liability, goods in transit or marine cargo liability cover appropriate to the freight carried; and
   6. any specialist insurance required for dangerous goods, refrigerated freight, container work, warehousing, heavy haulage, high-value freight, event freight, food-grade freight or other special services.
3. The Provider must provide certificates of currency and policy details when requested by IQ.
4. The Provider must notify IQ immediately if any required insurance is cancelled, expires, is materially changed or may not respond to a claim.
5. Holding insurance does not limit the Provider’s obligations or liability under these terms.

17. Compliance evidence and audit rights

1. The Provider must provide compliance documents reasonably requested by IQ, including:
   1. licences;
   2. accreditations;
   3. permits;
   4. insurance certificates;
   5. Chain of Responsibility policies;
   6. maintenance evidence;
   7. driver competency evidence;
   8. safety procedures;
   9. subcontractor compliance evidence;
   10. dangerous goods evidence; and
   11. any Customer-specific compliance evidence.
2. IQ may suspend allocation of work until required compliance evidence is provided and approved.
3. IQ may reasonably audit the Provider’s compliance with these terms, including Chain of Responsibility, insurance, licensing, safety, subcontracting and document obligations.
4. The Provider must cooperate with any reasonable audit, investigation, claim review or Customer compliance request.

18. Payment and invoices

1. The Provider must submit a valid tax invoice for Services performed.
2. The invoice must include:
   1. Provider name and ABN;
   2. invoice number and invoice date;
   3. IQ Booking, leg, job or reference number;
   4. Customer or route reference where requested;
   5. description of Services;
   6. agreed rate and approved additional charges;
   7. GST where applicable; and
   8. any required supporting documents.
3. IQ may reject or place on hold any invoice that is missing required information, unsupported, duplicated, inconsistent with the agreed rate, not matched to a Booking or missing required proof of delivery or job documents.
4. Unless otherwise agreed in writing, IQ will pay valid and undisputed invoices 30 days from the end of the month in which IQ accepts the invoice as complete and payable.
5. IQ may dispute all or part of an invoice by notifying the Provider of the reason for dispute.
6. IQ must pay any undisputed portion of a valid invoice in accordance with these terms.
7. IQ may set off from amounts payable to the Provider any amount the Provider owes IQ, including amounts relating to claims, overpayments, duplicate payments, damage, loss, penalties, non-performance or breach of these terms.
8. The Provider must not invoice IQ’s Customer directly unless IQ has expressly authorised this in writing.

19. No lien or security interest

1. The Provider must not claim, exercise or attempt to exercise any lien, charge, pledge, security interest, right of detention, right of sale or similar right over Goods, documents or Customer property in connection with amounts owed by IQ or any other party.
2. The Provider must immediately release Goods and documents as directed by IQ.
3. This clause does not prevent the Provider from pursuing IQ for unpaid undisputed amounts through lawful debt recovery channels.

20. Confidentiality and customer protection

1. The Provider must keep confidential all IQ and Customer information obtained in connection with the Services.
2. Confidential information includes:
   1. Customer names and contact details;
   2. freight volumes, routes, sites and schedules;
   3. pricing and rates;
   4. Booking details;
   5. operational procedures;
   6. documents, proof of delivery records and photographs;
   7. commercial arrangements;
   8. portal or system information; and
   9. any information that is confidential by nature.
3. The Provider must use IQ and Customer information only to perform the Services.
4. The Provider must not use IQ’s Customer information to solicit, approach, bypass, contract with, invoice or provide competing freight services directly to an IQ Customer for work introduced by IQ, except with IQ’s written consent.
5. The Provider must not represent to a Customer that it owns the Customer relationship or is entitled to deal directly with the Customer for work introduced by IQ.
6. This clause does not prevent the Provider from dealing with a customer where the Provider can demonstrate an existing independent relationship that was not introduced, developed or materially expanded through IQ.
7. The obligations in this clause continue after the Provider stops providing Services to IQ.

21. Privacy and data handling

1. The Provider must comply with applicable privacy laws when handling personal information.
2. The Provider must:
   1. collect, use and disclose personal information only as required to perform the Services;
   2. keep personal information secure;
   3. restrict access to personnel who need it for the Booking;
   4. not use personal information for marketing or unrelated purposes;
   5. not upload IQ or Customer information to unauthorised systems;
   6. notify IQ promptly of any actual or suspected privacy, cyber, data or security incident; and
   7. return, delete or securely destroy personal information when it is no longer required, subject to legal recordkeeping obligations.
3. The Provider must ensure its employees, agents and Subcontractors comply with this clause.

22. Systems, portals and electronic communications

1. IQ may use electronic systems, portals, email, SMS, forms, digital signatures or other tools to issue Bookings, receive documents, record acceptances and manage operational updates.
2. Use of an IQ portal or system may be subject to separate portal access terms.
3. The Provider must ensure information submitted through IQ systems is accurate, complete and submitted by an authorised person.
4. The Provider must not misuse IQ systems, share login credentials, access information without authority or interfere with system security.
5. Electronic acceptance, confirmation, upload, signature, checkbox, button press, email confirmation or continued performance may be relied on as evidence of the Provider’s instructions, acknowledgements and acceptances.

23. Personnel and workplace obligations

1. The Provider is responsible for all employment, contractor, payroll, tax, superannuation, workers compensation, visa, licensing, training and workplace obligations relating to its personnel.
2. The Provider must ensure its personnel:
   1. are fit for work;
   2. are not affected by drugs, alcohol or fatigue;
   3. hold required licences and competencies;
   4. comply with site rules and inductions;
   5. behave professionally; and
   6. do not harass, threaten, abuse or discriminate against any person.
3. IQ may require removal of any person from IQ work where IQ reasonably considers the person unsafe, unsuitable, unlawful, unprofessional, non-compliant or unacceptable to IQ or a Customer.

24. Modern slavery, sanctions and unlawful conduct

1. The Provider must not engage in modern slavery, forced labour, child labour, human trafficking, corruption, bribery, fraud, money laundering, sanctions breaches or other unlawful conduct.
2. The Provider must notify IQ if it becomes aware of any such risk connected with the Services.
3. IQ may immediately suspend or terminate work if it reasonably suspects a breach of this clause.

25. Environmental and site obligations

1. The Provider must comply with all environmental laws and site environmental requirements.
2. The Provider must immediately notify IQ of spills, contamination, fuel leaks, waste issues, environmental incidents or regulatory notices.
3. The Provider is responsible for costs caused by its environmental breach, negligence, unlawful act or failure to follow applicable procedures.

26. Intellectual property and branding

1. The Provider must not use IQ’s name, logo, branding, Customer names, case studies, photographs, freight information or job details for marketing or promotional purposes without IQ’s written consent.
2. Any documents, templates, instructions, procedures or materials provided by IQ remain IQ’s property.
3. This clause does not limit IQ’s rights under the Promotion and marketing of Provider Services clause.

27. Indemnity

1. The Provider indemnifies IQ against loss, damage, cost, liability, claim, fine, penalty or expense suffered or incurred by IQ to the extent caused or contributed to by:
   1. the Provider’s breach of these terms;
   2. the Provider’s negligence or wilful misconduct;
   3. the Provider’s unlawful act or omission;
   4. damage to, loss of, delay to, contamination of or misdelivery of Goods caused or contributed to by the Provider;
   5. injury, death, property damage or environmental harm caused or contributed to by the Provider;
   6. breach of Chain of Responsibility, safety, dangerous goods, privacy, employment, tax, customs, biosecurity or environmental obligations by the Provider;
   7. any claim by IQ’s Customer caused or contributed to by the Provider;
   8. any act or omission of a Subcontractor; or
   9. the Provider’s failure to provide required documents, evidence or notifications.
2. The Provider is not liable under this indemnity to the extent the loss is caused by IQ’s negligence, unlawful act, wilful misconduct or breach of these terms.
3. The Provider’s liability is not limited merely because it holds insurance.

28. Limitation and fairness

1. Nothing in these terms excludes, restricts or modifies any right, guarantee, remedy or liability that cannot lawfully be excluded, restricted or modified.
2. These terms are intended to operate fairly and reasonably having regard to the commercial relationship, the nature of freight services, safety obligations, Customer requirements and the need for IQ to manage compliance, claims and operational risk.
3. Where a term may be read in more than one way, it should be read to the extent possible in a way that is lawful, reasonable, commercially effective and not unfair.

29. Suspension

1. IQ may suspend allocation of work to the Provider if:
   1. required compliance evidence is missing, expired or not approved;
   2. insurance is missing or expired;
   3. the Provider is involved in a serious incident;
   4. the Provider fails to provide proof of delivery or documents;
   5. the Provider breaches these terms;
   6. IQ reasonably considers there is a safety, compliance, Customer, payment, reputational or operational risk; or
   7. IQ is investigating a claim, complaint, incident or compliance concern.
2. Suspension does not affect rights or obligations that have already accrued.

30. Termination

1. Either party may stop accepting or offering future Bookings at any time.
2. IQ may immediately terminate or suspend the Provider’s engagement for future work if the Provider:
   1. materially breaches these terms;
   2. repeatedly fails to meet service requirements;
   3. provides false or misleading information;
   4. loses a required licence, permit, accreditation or insurance;
   5. causes or contributes to a serious safety, compliance, Customer or reputational incident;
   6. becomes insolvent or unable to pay debts;
   7. engages in unlawful, dishonest, abusive or unsafe conduct;
   8. subcontracts without approval;
   9. breaches confidentiality or customer protection obligations; or
   10. fails to remedy a breach within a reasonable time after notice.
3. Termination does not affect:
   1. payment for valid undisputed invoices;
   2. claims, indemnities or set-off rights;
   3. confidentiality obligations;
   4. privacy obligations;
   5. audit and document obligations; or
   6. any rights accrued before termination.

31. Dispute resolution

1. A party must notify the other party of a dispute and provide reasonable details.
2. The parties must first attempt to resolve the dispute in good faith through operational and management-level discussion.
3. A party may take urgent legal action without completing this process where necessary to protect Goods, confidential information, safety, legal rights or Customer interests.
4. This clause does not prevent IQ from withholding genuinely disputed invoice amounts while the dispute is being resolved.

32. Notices

1. Notices may be given by email, portal message or other written communication to the contact details last provided by the receiving party.
2. The Provider must keep its contact, compliance, insurance and payment details current.
3. A notice sent by email is deemed received when sent unless the sender receives an automated delivery failure notice.

33. Changes to these terms

1. IQ may update these terms from time to time.
2. Updated terms will apply only to Bookings accepted after the effective date of the updated terms, unless otherwise agreed.
3. IQ will make reasonable efforts to notify the Provider of material updates.
4. The Provider may decline future Bookings if it does not agree to updated terms.
5. The Provider’s acceptance of a Booking after the effective date of updated terms is acceptance of those updated terms for that Booking and future Bookings.

34. Assignment

1. The Provider must not assign, novate or transfer its rights or obligations under these terms without IQ’s written consent.
2. IQ may assign or novate its rights or obligations to a related entity or successor to its business, provided this does not materially prejudice the Provider’s rights in relation to existing undisputed payments.

35. Severability

1. If any provision of these terms is invalid, unlawful or unenforceable, that provision is severed to the extent necessary and the remaining provisions continue in force.

36. Governing law and jurisdiction

1. These terms are governed by the laws of Victoria, Australia.
2. The parties submit to the non-exclusive jurisdiction of the courts of Victoria and the courts competent to hear appeals from those courts.

37. Provider acceptance

By accepting these terms, the Provider confirms that:

1. it has authority to accept these terms on behalf of the Provider;
2. it has read and understood these terms;
3. it accepts these terms as the freight provider terms governing work performed for IQ Logistics;
4. it understands these terms are separate from portal access terms;
5. it authorises IQ to promote and market the Provider’s Services in accordance with these terms;
6. it will comply with all safety, Chain of Responsibility, compliance, insurance, documentation and Customer protection obligations; and
7. it will not perform work for IQ unless it can do so safely, lawfully and professionally.

 

End of Freight Provider Terms and Conditions.