Last Updated: June 7, 2024
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These Terms of Service (“Terms”) are a binding legal agreement between you and Baseline that govern your right to use the websites, applications, and other offerings from Baseline (collectively, the “Baseline Platform”). When used in these Terms, “Baseline,” “we,” “us,” or “our” refers to the Baseline entity set out on Schedule 1 with whom you are contracting.
The Baseline Platform enables users (“Members”) to publish, offer, search for, and book logistics services. Members who publish and offer services are “Transporters,” and Members who search for, book, or use services are “Contractors” or “Renters.” Transporters offer vehicles and other logistics services (collectively, “Transporter Services,” and each Transporter Service offering, a “Listing”). As the provider of the Baseline Platform, Baseline does not own, control, offer or manage any Listings or Transporter Services. Baseline is not a party to the contracts entered into directly between Transporters and Renters/Contractors, nor is Baseline a logistics broker, agency, or insurer. Baseline is not acting as an agent in any capacity for any Member, except as specified in the Payments Terms of Service (“Payment Terms”). To learn more about Baseline’s role see Section 15.
We maintain other terms and policies that supplement these Terms, like our Privacy Policy, which describes our collection and use of personal data, and our Payments Terms, which govern any payment services provided to Members by the Baseline payment entities (collectively "Baseline Payments").
1.1 Searching: You can search for Transporter Services by using criteria like the type of service, type of listing, destination, dates, and more. Search results are based on their relevance to your search and other criteria. Relevance considers factors like price, availability, reviews, customer service and cancellation history, popularity, previous trips, and saved Listings, Transporter requirements (e.g., minimum or maximum days), and more.
1.2 Booking: When you book a Listing, you are agreeing to pay all charges for your booking, including the Listing price, applicable fees like Baseline’s service fee, offline fees, taxes, and any other items identified during checkout (collectively, “Total Price”). You are also agreeing that Baseline via Baseline Payments may charge the Payment Method used to book the Listing in order to collect Damage Claim amounts.
1.3 Reservation: A Reservation is formed directly between you and the Transporter when you receive the booking confirmation. By making a Reservation, you are agreeing to the terms of the contract, which include these Terms, all terms of the Reservation, including without limitation, the cancellation policy and any other rules, standards, policies, or requirements identified in the Listing or during checkout that apply to the Reservation.
1.4 Responsibilities: You are responsible for confirming that you, and anyone you invite, meet minimum age, proficiency, fitness, or other requirements. You are responsible for informing the Transporter of any medical or physical conditions or other circumstances that may impact your ability to participate or use the Transporter Service. Except where expressly authorized, you may not allow any person to join a Transporter Service unless their details are included during the booking process.
2.1 Cancellations, Reservation Issues, and Refunds: In general, if you cancel a Reservation, the amount refunded to you is determined by the Transporter's cancellation policy. However, in certain situations, other policies take precedence. If something outside your control forces you to cancel a Reservation, you may be eligible for a partial or full refund under our Extenuating Circumstances Policy. If the Transporter cancels, or you experience a Reservation Issue, you may be eligible for rebooking assistance or a partial or full refund under the Rebooking and Refund Policy.
2.2 Booking Modifications: Contractors and Renters are responsible for any booking modifications they agree to make via the Baseline Platform or direct Baseline customer service to make on their behalf, and agree to pay any additional amounts, fees, or taxes associated with any Booking Modification.
3.1 Your Responsibilities: You are responsible and liable for your own acts and omissions and those of anyone you invite to join or provide access to any vehicle or service. You are responsible for leaving a vehicle (and related personal property) in the condition it was in when you arrived. You are responsible for paying all reasonable Damage Claim amounts, and you must act with integrity, treat others with respect, and comply with applicable laws at all times.
3.2 Assumption of Risk: You acknowledge that many activities carry inherent risks and agree that, to the maximum extent permitted by applicable law, you assume the entire risk arising out of your access to and use of the Baseline Platform and any content, including your participation in any Transporter Service.
4.1 Transporter: As a Transporter, Baseline offers you the right to use the Baseline Platform to share your vehicles and logistics services with our community of Contractors and Renters - and earn money doing it. It’s easy to create a Listing and you are in control of how you - set your price, availability, and rules for each Listing.
4.2 Contracting with Contractors/Renters: When you accept a transport request or receive a booking confirmation through the Baseline Platform, you are entering into a contract directly with the Contractor/Renter and are responsible for delivering the Transporter Service under the terms and at the price specified in your Listing. You are also agreeing to pay applicable fees like Baseline’s service fee (and applicable taxes) for each booking.
4.3 Independence of Transporters: Your relationship with Baseline is that of an independent individual or entity and not an employee, agent, joint venturer, or partner of Baseline.
5.1 Creating and Managing Your Listing: The Baseline Platform provides tools that make it easy for you to set up and manage a Listing. Your Listing must include complete and accurate information about your Transporter Service, your price, other charges, and any rules or requirements that apply to your Contractors/Renters or Listing.
5.2 Know Your Legal Obligations: You are responsible for understanding and complying with any laws, rules, regulations, and contracts with third parties that apply to your Listing or Transporter Services.
5.3 Search Results: The ranking of Listings in search results on the Baseline Platform depends on a variety of factors, including search parameters, Listing characteristics, and Transporter and Listing requirements.
5.4 Your Responsibilities: You are responsible and liable for your own acts and omissions and those of anyone you allow to participate in providing your Transporter Services. You must describe any and all fees and charges in your Listing description.
6.1 Cancellations and Reservation Issues: In general, if a Contractor/Renter cancels a Reservation, the amount paid to you is determined by the cancellation policy. As a Transporter, you should not cancel on a Contractor/Renter without a valid reason under our Extenuating Circumstances Policy or applicable law.
6.2 Booking Modifications: Transporters and Contractors/Renters are responsible for any Booking Modifications they agree to make via the Baseline Platform or direct Baseline customer service to make on their behalf.
7.1 Transporter Taxes: As a Transporter, you are responsible for determining and fulfilling your obligations under applicable laws to report, collect, remit, or include in your price any applicable VAT or other indirect taxes, occupancy taxes, tourist, income, or other taxes.
After each Transporter Service, Contractors/Renters and Transporters will have an opportunity to review each other. Your Review must be accurate and may not contain any discriminatory, offensive, defamatory, or other language that violates these Terms or applicable law.
Parts of the Baseline Platform enable you to provide feedback, text, photos, audio, video, information, and other content (“Content”). By providing Content, you grant Baseline a non-exclusive, worldwide, royalty-free, perpetual license to use that Content to provide and/or promote the Baseline Platform.
Baseline may charge fees to Transporters and Contractors/Renters for the right to use the Baseline Platform. Any applicable fees are disclosed before making a Booking.
11.1 Rules: You must follow these rules and must not help or induce others to break or circumvent these rules:
11.2 Reporting Violations: If you believe that a Member, Listing, or Content poses an imminent risk of harm to a person or property, you should immediately contact local authorities before contacting Baseline.
12.1 Term: The agreement between you and Baseline is effective when you access the Baseline Platform and remains in effect until either you or we terminate the agreement.
12.2 Termination: You may terminate this agreement at any time by sending us an email or by deleting your account. Baseline may terminate this agreement and your account for any reason by providing you 30 days’ notice via email.
12.3 Member Violations: If you breach these Terms, our Policies, or our Standards, or violate applicable laws, Baseline may suspend or limit your access to or use of the Baseline Platform and/or your account.
12.4 Legal Mandates: Baseline may take any action it determines is reasonably necessary to comply with applicable law, or the order or request of a court, law enforcement, or other administrative agency or governmental body.
If there is any suspicion or reports that the Contractor or Renter is using vehicles for illegal mining, Baseline reserves the right to immediately recall the vehicle and may report the activity to the relevant authorities. Such actions will result in the termination of the contract without any obligation for refund or compensation to the Contractor or Renter.
Baseline may modify these Terms at any time. When we make material changes to these Terms, we will post the revised Terms on the Baseline Platform and update the “Last Updated” date at the top of these Terms.
If a Member provides valid evidence that you have damaged their property, caused loss of booking income, or caused excess cleaning costs, the complaining Member can notify Baseline and seek compensation through the Resolution Center.
We offer you the right to use a platform that enables Members to publish, offer, search for, and book Transporter Services. While we work hard to ensure our Members have great experiences using Baseline, we do not and cannot control the conduct of Contractors, Renters, and Transporters.
You must register an account to access and use many features of the Baseline Platform. Registration is only permitted for legal entities, partnerships, and natural persons who are 18 years or older.
We provide the Baseline Platform and all Content “as is” without warranty of any kind and we disclaim all warranties, whether express or implied.
Neither Baseline (including its affiliates and personnel) nor any other party involved in creating, producing, or delivering the Baseline Platform or any Content will be liable for any incidental, special, exemplary, or consequential damages.
You agree to indemnify, defend, and hold harmless Baseline, its affiliates, officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, losses, and expenses, including legal fees, arising out of or in any way connected with: (a) your access to or use of the Baseline platform; (b) your violation of these Terms or any applicable laws; (c) any interactions, transactions, or disputes between you and any other user; or (d) your negligence or misconduct. Baseline reserves the right to assume exclusive defense and control of any matter subject to indemnification, and you agree to cooperate fully with such defense.
Based on your country of residence or establishment and what you are doing on the Baseline Platform, Schedule 1 sets out the entity with whom you are engaging.
If you reside or have your place of establishment in South Africa, these Terms will be interpreted in accordance with the laws of South Africa. Legal proceedings that you are able to bring against us arising from or in connection with these Terms may only be brought in a court located in South Africa.
Please read the following paragraphs carefully because they provide that you and Baseline agree to resolve all disputes between us through binding individual arbitration and include a class action waiver and jury trial waiver.
You and Baseline mutually agree that any dispute, claim, or controversy arising out of or relating to these Terms of Service, including but not limited to their applicability, breach, termination, validity, enforcement, or interpretation, as well as any use of the Baseline platform, services, or any related content (collectively, “Disputes”), shall be resolved through final and binding arbitration.
This Arbitration Agreement applies to all Disputes between you and Baseline, including those arising from interactions with other users, transporters, or contract holders through the platform.
Any arbitration will be administered by the Arbitration Foundation of Southern Africa (AFSA) under its applicable arbitration rules. If AFSA is unavailable or unwilling to oversee the arbitration, the parties may mutually agree on an alternative arbitration provider.
The arbitration proceedings shall take place in Johannesburg, South Africa, unless both parties agree to a different location. The arbitration shall be conducted in English and decided by a single arbitrator selected in accordance with AFSA’s rules. The arbitrator shall have the authority to grant any relief available in court, including injunctive relief, declaratory relief, and attorneys’ fees.
The decision of the arbitrator shall be final and binding on both parties, and judgment upon the arbitration award may be entered in any court with jurisdiction.
You and Baseline agree that arbitration will be conducted only on an individual basis and not as a class, collective, or representative action. By agreeing to arbitration, both parties waive their right to a trial by jury and to participate in any class action lawsuit or collective claim.
The costs of arbitration, including arbitrator fees and administrative fees, shall be shared equally between the parties, unless otherwise required by law or determined by the arbitrator. Each party shall bear its own legal costs and attorneys' fees unless awarded by the arbitrator.
If there is a dispute about whether this Arbitration Agreement can be enforced or whether it applies to a particular Dispute, you and Baseline agree that such questions shall be resolved exclusively by the arbitrator. The arbitrator shall also have the authority to determine the formation, enforceability, validity, scope, or interpretation of this Arbitration Agreement.
To the fullest extent permitted by law, Baseline, its affiliates, and their respective officers, directors, employees, and agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, data loss, business interruption, personal injury, or reputational harm, arising from or related to your use of the Baseline platform. Baseline’s total liability, whether in contract, tort (including negligence), or otherwise, shall not exceed the greater of (a) the total amount you paid for services on Baseline in the twelve (12) months prior to the claim or (b) R10,000.
This Arbitration Agreement and any Dispute shall be governed by and construed in accordance with the laws of the Republic of South Africa, without regard to conflict-of-law principles.
Other terms incorporated by reference, including our Privacy Policy, Payments Terms, and other policies.
Schedule 1 - Contracting Entities
If your country of residence or establishment is South Africa, you are engaging with:
ST23 Logistics (Pty) Ltd, 33 Pikewyn Ave, Johannesburg, South Africa
These Terms of Service, along with our Privacy Policy and any other referenced agreements or policies, constitute the entire agreement between you and Baseline regarding your use of the platform. They supersede any prior agreements, communications, or understandings, whether written or oral.
Baseline's failure to enforce any provision of these Terms shall not be construed as a waiver of any rights or provisions. Any waiver or modification of these Terms must be in writing and signed by an authorized representative of Baseline.
If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The unenforceable portion shall be modified to the extent permitted by applicable law to best accomplish the original intent of the agreement.
You may not assign, transfer, or delegate your rights or obligations under these Terms without prior written consent from Baseline. Baseline may assign or transfer its rights and obligations without restriction.
Baseline shall not be held liable for any failure or delay in performance due to events beyond its reasonable control, including but not limited to natural disasters, pandemics, strikes, power outages, or government-imposed restrictions.
If you have any questions about these Terms of Service, please contact us at:
Baseline is a neutral platform connecting transporters and contract holders and does not verify the accuracy of user-provided information. We do not guarantee the performance, reliability, legality, or quality of any transporter, contractor, or service listed on the platform. Any disputes, damages, or losses arising from user interactions are solely between the involved parties. Baseline disclaims any liability for user actions, fraudulent activity, or contract disputes.
You acknowledge that the use of the Baseline platform involves risks, including but not limited to risks associated with transportation delays, contract disputes, financial transactions, and regulatory compliance. You agree that you assume all risks related to your interactions and transactions on the platform and that Baseline has no liability for any losses, damages, or claims arising from your use of the service.
You acknowledge that using the Baseline platform involves risks, including transportation delays, contract disputes, and financial losses. Baseline has no liability for any losses incurred as a result of your use of the platform.
Baseline does not guarantee the legitimacy of users, listings, or transactions. Users must conduct their own due diligence before engaging with others. Baseline is not liable for any fraudulent activities occurring on the platform.
Baseline is not responsible for payment fulfillment, refunds, or chargebacks. If you dispute a payment through your bank or payment provider, Baseline reserves the right to suspend your account and recover any amounts owed.
You are responsible for ensuring your compliance with all applicable laws, regulations, and permit requirements. Baseline does not provide legal or regulatory advice.
Baseline reserves the right to suspend or terminate accounts at its sole discretion, with or without notice, for any reason, including violations of these Terms.
Baseline collects and processes user data in accordance with its Privacy Policy. While we take reasonable steps to secure user data, we are not liable for security breaches or unauthorized access.
Baseline does not guarantee uninterrupted access to the platform. We are not liable for any disruptions or technical issues affecting platform availability.
All content on the Baseline platform, including text, graphics, and software, is the intellectual property of Baseline or its licensors. Unauthorized use of our content is prohibited.
Baseline reserves the right to update or modify these Terms at any time. We will notify users of material changes through the platform or via email. Continued use of the platform after such updates constitutes acceptance of the revised Terms.
By using Baseline, you acknowledge that you have read, understood, and agree to abide by these Terms of Service.