Dispatch Services Agreement
Document: Dispatch Services Agreement
Version: 1.0 · Effective Date: July 27, 2026
Provider: Tacit Logistics Inc. ("Tacit") · Client: The purchasing carrier owner ("Client")
This Agreement governs dispatch services provided by Tacit. It is a separate document from the Carrier Preparation Services Scope of Work and the Carrier Management Services Scope of Work. Dispatch services begin only after activation by Tacit once required documents and agreements are complete.
1. Freight Search and Planning
Tacit will: search approved load boards and freight sources; identify freight matching the carrier's equipment; review pickup and delivery requirements; review loaded and deadhead mileage; review commodity and weight; review appointments; review the driver's available hours; review the next positioning opportunity; and develop a practical load plan.
2. Rate Negotiation
Tacit will negotiate linehaul rates considering: current freight-market conditions; truck location; deadhead; loaded miles; commodity; weight; number of stops; appointment requirements; equipment availability; driver hours; and carrier operating preferences.
3. Load Booking
Tacit will: obtain Client approval before booking until standing booking parameters are established; book approved freight; receive and review rate confirmations; verify operational terms; maintain load records; and communicate confirmed load information to the driver and owner.
4. Broker and Customer Setup
Tacit will: complete carrier packets; supply authority records, insurance certificates, W-9 information, and factoring information; review available broker information; and maintain approved and restricted broker records.
5. Active Load Management
Tacit will: coordinate pickup and delivery appointments; communicate with brokers, shippers, and receivers; track driver updates; communicate delays; update estimated arrival times; assist with appointment changes; escalate loading and unloading issues; and maintain load documentation.
6. Accessorial Support
When documentation supports the request, Tacit may request: detention; layover; Truck Order Not Used (TONU); additional stop pay; driver-assist pay; tarp pay; reconsignment; redelivery; storage; cancellation compensation; and other negotiated accessorial revenue.
Tacit does not guarantee that a broker or customer will approve or pay an accessorial charge.
7. Load Documentation and Billing Support
Tacit will collect rate confirmations, bills of lading, proofs of delivery, lumper receipts, scale tickets, detention records, and accessorial documents; submit completed records to the Client's factoring or billing workflow; and track missing documents.
Tacit does not guarantee broker payment and does not assume broker credit risk.
8. Dispatch Fee
The dispatch fee is ten percent (10%) of Gross Transportation Revenue on loads sourced, negotiated, booked, managed, or materially serviced by Tacit. The dispatch fee is not charged at the initial Carrier Launch checkout; it is calculated and invoiced from completed freight revenue.
Gross Transportation Revenue includes: linehaul revenue; detention; layover; TONU; stop-off compensation; driver-assist compensation; tarp compensation; reconsignment; redelivery; storage; cancellation compensation; and other negotiated freight or accessorial revenue.
Gross Transportation Revenue excludes: separately itemized fuel surcharge; lumper reimbursement; toll reimbursement; scale-ticket reimbursement; permit reimbursement; repair reimbursement; and other direct pass-through expense reimbursements.
When fuel surcharge is not separately itemized on the rate confirmation or settlement document, the entire transportation charge is treated as Gross Transportation Revenue, less any pass-through expense reimbursements that are separately documented.
Dispatch fees are calculated using final rate confirmations, revised rate confirmations, settlements, factoring records, or other documents showing the final transportation revenue, and are invoiced according to the invoicing schedule communicated by Tacit (not less frequently than monthly).
9. Client Responsibilities
The Client: remains the motor carrier of record; retains final authority to accept or reject any load; is responsible for the safe and legal operation of all equipment; is responsible for driver management, hours-of-service compliance, and cargo care; and is responsible for maintaining active authority, insurance, and required registrations.
10. General Terms
- Tacit acts as an independent contractor providing dispatch support. Tacit is not a motor carrier, freight broker for the Client's freight, shipper, or receiver, and does not take possession of freight.
- Tacit does not guarantee freight volume, load availability, rates, revenue, or profitability.
- Either party may terminate dispatch services with written notice. Dispatch fees remain payable for loads sourced, negotiated, booked, managed, or materially serviced by Tacit before the effective date of termination.
- This Agreement is governed by the laws of the state in which Tacit Logistics Inc. is organized, without regard to conflict-of-law rules.