W3ME Network Trading Terms
Document version: 1.1 · Version date: 28 October 2026
Master Agreement
These terms form part of the W3ME Platform Terms of Service and apply whenever you send work to, or take work from, another operator through the W3ME network. They are read together with the Schedule for your region, which sets the currency, the tax treatment, the payment term, the tax documentation arrangements and the governing law. Words defined in the Master Agreement have the same meaning here.
1. The network
1.1 The W3ME network connects operators who use the platform. Through it you can:
send out work you cannot or do not want to perform; and
take on work another operator is sending out.
1.2 In these terms:
the operator sending work out is the sending operator;
the operator performing the work is the performing operator; and
a job passing from one to the other is a network trade.
1.3 The network is part of every W3ME workspace. You can send and take on network work from the day your workspace meets the network floor (clause 1A). You are not required to send anything out, and you are not required to accept anything offered to you.
1A. The network floor
1A.1 What the floor is. To send work into the network, or to take work from it, your workspace must meet the network floor: a current public liability insurance policy, supplied by you and sighted by us. That one document is the whole floor.
1A.2 It applies in both directions. The floor applies equally to sending work out and to taking on work. A workspace that does not meet it can do neither, and is not visible to other operators on the network. Everything else in your workspace keeps working.
1A.3 Sighted, not warranted. “Sighted” means we have looked at the document you supplied and recorded what it shows and the date we sighted it. We do not confirm it with the insurer, and we do not warrant that the cover is in force. Wherever the floor or the Verified tick (clause 1A.7) is shown, this statement is shown with it, and it is the full statement of what we have done:
“W3ME sighted current documents supplied by the operator. W3ME does not confirm them with the issuer and does not warrant that cover is in force.”
1A.4 How you meet it. No documents are asked for when you sign up. You supply your policy through the Setup step in your workspace after you first sign in, and the floor is met once it has been sighted.
1A.5 Expiry: no new work from the day before. From the day before the expiry date of the policy we have sighted, your workspace cannot send or take on new network work. Trades already accepted are unaffected and must still be performed. There is no grace period.
1A.6 A clean renewal restores it automatically. When you supply a renewed policy and we sight it cleanly, it reads with confidence and its details match what we hold, the floor is restored automatically, without a request from you and without a decision by us. A renewal that does not sight cleanly is reviewed by a person.
1A.7 The Verified tick is a separate, higher layer. Meeting the floor does not earn the Verified tick. The tick requires the floor plus: goods in transit insurance (any sum insured, which is shown only on the tick’s detail, never in a listing); workers compensation insurance where you have told us you employ people; and current registration for every active vehicle and current licences for every active driver. The tick is shown as a link to what was sighted and when. It is sighted, not warranted (clause 1A.3).
The tick does not decide whether you can use the network: the floor does. Another operator may choose to trade only with operators who show the tick.
If an insurance document behind the tick passes the day before its expiry, the tick is withdrawn under the same rule as clause 1A.5. If a vehicle registration or driver licence lapses, the tick is withdrawn after seven days.
We re-check your business identity against the public register automatically every 30 days. If a re-check fails, the tick is withdrawn without separate notice; your compliance page shows why and what to do.
1A.8 Price. The floor decides network access. The same policy also sets one price: the Owner Driver tier is $0 only while your current public liability insurance is on file (Master Agreement clause 6.1a). Nothing else you are charged depends on the floor.
1A.9 Not meeting the floor is not a suspension. Clause 11 does not apply to it, and it is not a breach. It is a condition of network access that is met, or not met, from day to day.
2. How a trade is made
2.1 Nothing leaves your workspace automatically. Every job you send out is a separate act by a person in your business. There is no automatic sharing and no broadcast.
2.2 When you send a job out, you name a price for it. The offer goes to one operator at a time.
2.3 The receiving operator may accept or decline. An offer not accepted within the time shown on it lapses.
2.4 The platform may suggest a counterparty. That suggestion is advice. A person in your business decides whether to send the offer; a person in the other business decides whether to accept it. Nothing is dispatched automatically.
2.5 On acceptance the trade is made, and the performing operator is committed to the job.
3. Contracting structure
3.1 Pool-found trades: W3ME is principal on both sides. Where the network found the counterparty, that is, where W3ME suggested or surfaced them to you, rather than you selecting an operator you had already linked to as a partner:
we buy the job from the performing operator under a buy contract, and are that operator’s customer for it;
we sell the job to the sending operator under a sell contract, and are that operator’s supplier for it; and
the two operators do not contract with each other, do not pay each other, and have no claim against each other arising from the trade. Claims run through us, as clause 7 sets out.
3.2 Direct trades: we are not in the middle. Where you trade with an operator you have already linked to as a partner, you deal directly with each other. W3ME is not merchant of record, is not a party to the trade, and takes no margin. We provide the pipe and the paperwork. Your contract is with the other operator, and any claim runs directly against them: clause 7’s back-to-back mechanism does not apply to a direct trade.
On a direct trade the two operators invoice and pay each other. W3ME does not collect, hold or debit money on a direct trade, and issues no statement for one. The money is between you and the other operator, on whatever terms you have with them.
3.3 You retain the right to deal directly with anyone. Nothing in these terms prevents you from taking a relationship found on the network and running it directly. We do not charge you for doing so and we will not penalise you for it.
3.4 Your own customer relationship is unaffected. Your customer contracted with you and remains your customer. Your invoice to them is your invoice, in your name, at your price. Neither the performing operator’s name nor ours appears on your customer’s paperwork.
3.5 Which structure applies is shown to you before you commit, on the offer itself.
4. Price
4.1 On a pool-found trade there are two prices: the price we agree with the sending operator under the sell contract, and the price we agree with the performing operator under the buy contract. Each party sees its own price and agrees it before committing. You are never charged a price you did not see.
4.2 The difference between those prices is our margin as merchant of record. It is not a commission, a brokerage or a fee charged to you, and it is not added to the price you agreed.
4.3 Network prices include fuel surcharge. Every price on the network is a gross price with fuel surcharge included. Your workspace displays the figure with your own fuel surcharge extracted, so it reads in the rates you use. The amount you commit to is the same either way.
4.4 Tolls pass through at cost. No margin is applied to a toll.
4.5 Tax. Network prices are exclusive of tax. Tax is added as your Schedule provides, and is shown separately on every statement and invoice.
5. Extra charges
5.1 Costs arise on a job that were not in the price: waiting time, a redelivery, an additional stop, an after-hours attendance, a futile attendance, hand unloading, use of a tail lift, or a rebooking.
5.2 The performing operator may claim these:
within our published schedule of standard extras, the claim passes automatically; and
above the schedule, the claim goes to the paying operator, who may approve or dispute it.
5.3 A claim above the schedule that is neither approved nor disputed within 7 days is treated as approved. We send a reminder before that deadline.
5.4 The schedule of standard extras is published, versioned, and pinned to each claim when the claim is made. A later change to the schedule does not affect a claim already made.
5.5 On a pool-found trade an approved extra is applied to both contracts, the buy contract and the sell contract, so that the two remain back-to-back.
5.6 Extra charges are exclusive of tax. On a pool-found trade they follow the statement and payment rules in clause 6. On a direct trade an approved extra is between the two operators and is settled the way the rest of that trade is: we issue no statement for it (clause 6.0).
5.7 Futile attendance: what it is, and the one case it covers. A futile attendance is where the performing operator accepted the work and attended, drove to the pickup, or arrived, and the sending operator then pulled the job. The work was started, and a started job is not free to call off, so the performing operator may claim a futile attendance as an extra charge under this clause.
5.7a It covers the sending operator’s cancellation only. Where the sending operator’s own customer cancels or changes the job, any money owing for the attendance is between the sending operator and that customer, and is not a network extra charge: we neither hold it, clip it, nor determine it. The two cases look the same from the road and are different in law, so this clause says which one it is about.
5.7b Rebooking. A rebooking fee is a matter for the operator charging it. We publish no standard amount for one, because what a rebooking costs is a commercial choice rather than an industry norm. It is claimable like any other extra, and where the two of you cannot agree one we carry the conversation under clause 8 without setting a figure of our own.
6. Statements and payment
6.0 What this clause covers, and what it does not. A network trade statement is a statement we issue: it exists only where W3ME is in the money, which means pool-found trades (clause 3.1) and nothing else. A direct trade (clause 3.2) produces no statement from us: the two operators invoice and pay each other, and everything in this clause about issuing, paying, debiting and collecting is about statements we issue and has nothing to do with money moving between two operators on a direct trade.
6.1 Statements are issued weekly, on Mondays, covering the pool-found network trades that completed in the preceding week.
6.2 Each Monday you receive one email containing:
what you are owed for work you performed;
what you owe for work you sent out; and
the tax documentation for both.
6.3 The same documents are also:
available on a ledger page in your workspace, to view and download; and
delivered into your accounting system where you have connected one we support. Where you have not, we say so rather than omitting it silently.
6.4 You set the billing email address on the ledger page in your workspace, and must keep it current.
6.5 Payment term. The payment term for a statement is set in your Schedule, and runs from the date of the statement, unless we agree different terms with you in writing.
6.6 You pay us, and we pay you. On a pool-found trade the sending operator pays W3ME under the sell contract, and W3ME pays the performing operator under the buy contract. Neither pays the other.
6.7 Collection is automatic: on statements we issue. A statement we have issued and which is unpaid at its due date is debited from your nominated payment method, under Master Agreement clause 7 and the W3ME Payment Authority. The statement is the notice. Paying by another method before the due date means nothing is debited.
Automatic debit never reaches money owed on a direct trade. We do not collect, hold or debit what one operator owes another on a direct trade, because we never issue an invoice for it and the Payment Authority permits no debit without one.
6.8 The Payment Authority limits what may be debited. Interest and collection costs, if we ever introduce them under clause 6.10a, are never taken by automatic debit: they are invoiced.
6.9 Tax documentation we produce for you. Because we are the buyer under the buy contract, we produce the performing operator’s tax documentation for a pool-found trade rather than asking that operator to invoice us. The performing operator agrees that we may do so. The detail of that arrangement, and the warranties that go with it, are in your Schedule, because tax documentation is a matter of local law.
6.10 If a statement stays unpaid, this is what happens today. The statement is debited at its due date; if the debit fails you get one week, with a prominent warning in your workspace naming the amount and the consequence; and only if the amount is still unpaid at the end of that week does your ability to take on or send out further network work pause. The pause is mechanical, it applies the same way to everyone, and it lifts automatically as soon as the balance clears. The full sequence, and everything that does not stop, is in Master Agreement clause 7.10.
6.10a What we may introduce later, with notice. We do not currently charge interest on an overdue statement, and we do not currently recover collection costs. We may introduce either, and if we do we will tell you under clause 15.1, 30 days notice, by email, before it applies to you. The rate and the basis would be set in your Schedule. Neither is ever taken by automatic debit; both would be invoiced.
6.11 Amounts you owe us on a statement are not conditional on your own customer paying you.
6.12 A disputed amount is not overdue, and is not debited, while it is properly in dispute under clause 8. The undisputed part remains payable on time.
6.12a Disputing before or after the money moves: both work. The two paths are set out plainly so nobody assumes a missed due date has cost them their dispute:
Raise the dispute before the due date and nothing is debited. The amount is not overdue while the dispute is open, so the debit does not run, and the ageing clock on the statement stops.
Raise it after a debit has already been taken, and it is still a valid dispute. You have the 8 weeks in clause 8.2 from the date of the statement, and a debit taken in the meantime does not shorten that window or waive anything. If the dispute succeeds, we put it right by refund, credit note or an adjustment on the next statement, whichever suits the position, and we say which, and when.
Paying, or being debited, is not agreement. Neither one is an admission that an amount is correct, and neither ends a dispute you are entitled to raise.
7. Responsibilities, and how claims run
Responsibilities
7.1 The performing operator must:
perform the work properly, on time and lawfully;
hold and maintain the licences, accreditations and insurance the work requires;
comply with the transport law of the jurisdiction: fatigue, mass and dimension, load restraint, dangerous goods, chain of responsibility, and work health and safety;
record what occurred in the platform accurately, including proof of delivery; and
notify us promptly, through the platform, where something goes wrong.
7.2 The sending operator must:
describe the freight accurately: what it is, how much, its weight, any hazard, any special requirement;
provide accurate addresses, contacts and time windows; and
not send out work it is not entitled to send out.
7.3 Each operator must hold the insurance a competent operator in its position would hold. We may request a certificate of currency, and you must provide one within a reasonable time.
Claims on a pool-found trade: back-to-back
7.4 Your claim is against us, not against the other operator. Because we are principal on both sides of a pool-found trade (clause 3.1), there is no contract between the two operators for a claim to run through. So:
The sending operator claims against W3ME under the sell contract: for loss of or damage to freight, for a failure to perform, for a delay, or for any other breach of that contract.
The performing operator claims against W3ME under the buy contract, including where the freight was misdescribed, where a site refused it, or where it could not lawfully be carried as described.
Routing a claim through W3ME is a process role, not an assumption of liability: we receive the claim and pursue it against the operator at fault under clause 7.5, and cargo liability stays with the performing operator (clause 12.4a).
7.5 We have matching recourse upstream, and liability passes through. The buy contract and the sell contract carry back-to-back terms: where we are liable to one operator for something the other operator caused, we have a corresponding claim against that other operator on the same terms and to the same extent. Liability passes through the chain so that it lands on the party at fault.
7.6 We are a conduit, not an underwriter, and this is the limit of what we take on. Subject to clause 7.7 and to the consumer protection law identified in your Schedule, our liability on a network trade claim is limited to the amount we actually recover from the operator at fault under the corresponding contract. We will pursue that recovery in good faith and with reasonable diligence, and we will keep you informed. We do not insure the freight, we do not guarantee the other operator’s solvency, and we do not stand behind a loss we cannot recover.
7.7 The exception: our own failure. Clause 7.6 does not apply where the loss was caused by a failure of the W3ME platform or by our own act or omission. In that case we are liable to you directly, subject to clause 13 and to the cap in Master Agreement clause 21. This clause covers failures of the W3ME platform or service, and never loss of or damage to freight: cargo liability stays with the performing operator (clause 12.4a).
7.8 Practical effect, stated plainly so nobody has to derive it:
Situation
Who you claim against
What you can recover
Freight damaged by the performing operator
W3ME, under the sell contract
What we recover from that operator
Freight misdescribed by the sending operator
W3ME, under the buy contract
What we recover from that operator
Loss caused by a platform failure of ours
W3ME, directly
Subject to clause 13 and the Master Agreement cap
Anything on a direct trade (clause 3.2)
The other operator, directly
As between you and them
7.9 Cooperation. Where a claim is made, both operators must give us the records, photographs and information reasonably needed to assess it and to pursue recovery, promptly and at no charge. Failing to do so may reduce what can be recovered, and therefore what can be paid.
7.10 Nothing here affects your obligations to your own customer. Your customer contracted with you. A claim you make against us does not suspend what you owe them.
8. Disputes about a trade
8.1 Raise a dispute by emailing [email protected], setting out what is wrong. This applies to the work, the price, an extra charge, a statement line, and a claim under clause 7, and it is the same door you use for any other W3ME invoice, so there is one place to remember. Once it is raised, the process in this clause is what resolves it, and we run that process for you.
8.2 You have 8 weeks from the date of the statement carrying an item to dispute it. After that the item stands.
8.2a The 8 weeks do not shorten because the amount has been paid or debited. Raising a dispute before the due date prevents the debit (clause 6.12). Raising it after the money has already been taken is still a dispute, on the same clocks and through the same door, for the whole of the 8 weeks, see clause 6.12a for what happens if it succeeds.
8.3 How we handle it on a pool-found trade. The dispute is between you and us on your contract, and, where the cause lies upstream, between us and the other operator on theirs. In practice we run both together:
we put the substance of the claim to the other operator and give the two of you 14 days to agree an outcome, with the platform carrying the conversation; and
an outcome you both agree is given effect on both contracts, so the buy and the sell stay back-to-back.
This is a mechanism for reaching the right answer quickly. It does not create a contract between the two operators, and neither operator acquires a claim against the other through it.
8.4 If no outcome is agreed within 14 days, we determine it by applying our published schedule of standard extras and the records held in the platform. We notify both operators of the determination and the reasons for it, and we give it effect on both contracts.
8.5 Where a determination changes an amount, we issue an adjustment on the next statement. We do not reissue a statement already issued. Where the amount has already been debited, we put it right by refund or credit note rather than by an adjustment you would have to wait a week for, and we tell you which we have done.
8.6 Our determination is not a judgment and does not limit your rights. If you do not accept it, clause 25 of the Master Agreement applies, and nothing in this clause removes any right you have at law.
8.7 We determine disputes consistently, applying the same schedule to every operator, regardless of tier, size or tenure.
8.8 Direct trades. On a direct trade (clause 3.2) a dispute is between the two operators. The platform will carry the conversation if you both want it to, but we do not determine the outcome and we are not a party to it. None of that money passes through us, so there is nothing for us to withhold, refund or debit: the remedy is between you and the other operator.
9. Visibility
9.1 Before a trade, the network operates on suburb and freight details only: what needs moving, approximately where, and when. No customer names, no street addresses and no personal information cross until an operator chooses to share a particular job.
9.2 On acceptance, the performing operator receives what is needed to perform the work: the business name at each site, the addresses, the freight details, the windows, and any special requirements.
9.2a The sending operator stays the contact point, deliberately. Site contact names, phone numbers and email addresses do not cross to the performing operator. If the performing operator needs something at a site, access, a phone call, an instruction, it goes through the sending operator, in the platform. This is a design choice, not an omission: it keeps the sending operator’s relationship with their own customer intact, and it means a counterparty cannot walk away from a trade with a contact list.
9.3 The paying customer is not disclosed to the performing operator. Equally, the paying customer is not told who performed the work: your invoice and your proof of delivery are yours, in your name, with no carrier name and no W3ME name on them.
9.4 The performing operator’s driver’s first name may appear on a proof of delivery. That is an operational fact the receiver observed, and is not treated as disclosing a carrier’s identity.
9.5 Your presence in the network directory is governed by the W3ME Network Directory Disclosure. In summary: the directory shows trading facts only, never contact details; listing is on by default for every business except a sole trader, and off by default for sole traders; and the setting can be changed in one tap at any time, either way.
9.6 Contact details obtained through the network are for the job that produced them. Using them for marketing, prospecting or a contact list breaches clause 9 of the Master Agreement.
10. Network controls
10.1 Three separate controls are available in Settings → Network:
Control
Effect
Default
Network participation
Whether you are in the network at all
On
Receive suggestions
Whether we suggest work to you
On
Directory listing
Whether other operators can see you in the directory
On for companies, partnerships and trusts; off for sole traders
10.2 The directory listing can be changed in one tap, with immediate effect, at any time, on any tier, in either direction. See the Network Directory Disclosure.
10.3 Pausing the network: workspaces that pay no platform fee. Where no platform fee applies to your workspace (Master Agreement clause 6):
You may pause the network for one day at a time. While paused you are invisible on the network and receive no proposals.
A pause lasts one day and then ends.
You may pause again, without limit on the number of times.
Every pause is a deliberate act, every time. It does not renew automatically and is not extended for you.
Switching the network off permanently is available only to a workspace that pays a platform fee. A workspace that pays no platform fee may pause the network one day at a time, as often as it chooses, but cannot switch it off permanently.
10.4 Pausing the network: workspaces that pay a platform fee. A workspace to which a platform fee applies may pause the network for any period and may switch it off entirely.
10.5 Pausing does not affect a trade already accepted. The work must still be performed and will still be paid for.
11. Suspension from the network
11.1 One thing pauses your network access automatically, and only one: an amount still unpaid at the end of the warned week that follows a failed debit. While your workspace is stopped under Master Agreement clause 7.10 you cannot take on or send out new network work. Trades already accepted are unaffected and must still be performed; your records stay available to you, and you can always export them; and network trading resumes automatically the moment the balance clears. The ladder is in Master Agreement clause 7.10 and is not repeated here: this clause states only its effect on the network. A disputed amount never triggers it. Not meeting the network floor is not a pause or a suspension under this clause: it is a condition of access, governed by clause 1A (see 1A.9).
11.2 Anything else is a conversation first. If you repeatedly fail to perform work you have accepted, misdescribe freight in a way that costs or endangers another operator, appear not to hold the licences, accreditations or insurance you have represented, or breach clause 9 of the Master Agreement in a way that affects other operators, we will contact you and try to resolve it. We may remove your network access if it is not resolved, and if we do we will tell you why and what would restore it.
11.2a We may introduce an automatic control for the matters in 11.2. As with clause 6.10a, we would give you 30 days notice first.
11.3 Removal from the network does not terminate your W3ME account. You retain your workspace and your data.
12. Our role
12.1 We are not a broker and we are not your agent. On a pool-found trade we trade in our own name, as principal, buying from one operator and selling to another. On a direct trade we are not party to the trade at all.
12.2 We are not a carrier. We do not move freight, we do not employ drivers, and we hold no operator accreditation for work performed on the network.
12.3 We do not verify other operators for you. Beyond sighting the documents the network floor and the Verified tick require (clause 1A), sighted, not warranted (clause 1A.3), we do not check their insurance, accreditations, solvency or competence, and you should not assume that we have. Satisfy yourself about who you are trading with.
12.4 What being principal does and does not give you. Because we are principal on a pool-found trade, you have a contractual counterparty with a real claim against it, us, for payment and for performance. That is a genuine protection and it is deliberate. What it is not is a guarantee: under clause 7.6 our liability on a trade claim is limited to what we recover from the operator at fault, except where the loss was caused by our own failure. We are a conduit for liability, not an underwriter of it.
12.4a Cargo liability. Cargo liability on a network trade sits with the performing operator who moved the freight, never with W3ME, even where W3ME is the merchant of record. Insurance is shown through the performing operator’s Verified tick (clause 1A.7), which carries an expiry; goods in transit insurance is not required. Public liability insurance remains the network floor (clause 1A.1). The sending operator chooses a performing operator with that information in front of them.
12.5 We do not guarantee any volume of network work.
13. Liability
13.1 Clause 21 of the Master Agreement applies to these terms, including the cap and the Cap Floor set in your Schedule.
13.2 On a pool-found trade, clause 7 governs freight claims: you claim against us, our liability passes through back-to-back, and clause 7.6 caps what we owe at what we recover, except where our own platform or service failure caused a loss other than to freight (clause 7.7).
13.3 Subject to clause 7 and to the consumer protection law identified in your Schedule, we are not liable for:
the acts or omissions of another operator, beyond the recovery obligation in clause 7.5;
a fine, penalty or infringement arising from a breach of transport law by you or by a counterparty; or
anything arising from a direct trade under clause 3.2, to which we are not a party.
13.4 Nothing in this clause limits our obligation to pay you what we owe you on a statement.
15. Changes
15.1 This document carries its own version number and changes as the Master Agreement does: 30 days notice, by email and in your workspace.
15.2 A change never applies to a trade already made. The version in force when a trade was accepted governs that trade.
16. General
16.1 These terms are governed by the law identified in your Schedule, and clause 25 of the Master Agreement applies to disputes not resolved under clause 8.
16.2 Where these terms conflict with the Master Agreement on a network matter, these terms prevail. Where they conflict with your Schedule, the Schedule prevails.
Contact: [email protected]