FREIGHTZY STANDARD SERVICE TERMS AND CONDITIONS

Effective Date: May 31, 2026

These Standard Service Terms and Conditions (“Terms”) constitute a legally binding contract between Freightzy (“Broker”) and the customer requesting, booking, or receiving transportation brokerage services (“Customer”). Customer includes, but is not limited to, the shipper, consignee, beneficial owner of the cargo, or any of their authorized agents.

  • Definition of Services: Freightzy is a licensed property broker operating under jurisdiction of the Federal Motor Carrier Safety Administration (FMCSA) and applicable North American regulatory bodies. Freightzy is not a motor carrier, freight forwarder, or bailee of property.
  • Disclaimer of Physical Custody: Freightzy does not transport, handle, store, manipulate, or take physical or constructive possession of cargo at any time. All physical transportation services are performed exclusively by independent, third-party licensed motor carriers (“Carriers”).

2. PRIMARY CARGO LIABILITY AND THE CARMACK AMENDMENT

  • Sole Liability of Carrier: Primary liability for any cargo loss, damage, destruction, theft, or delay rests solely and exclusively with the performing Carrier in accordance with 49 U.S.C. § 14706 (The Carmack Amendment) or applicable provincial statutes.
  • Incorporation of Carrier Tariffs: Customer explicitly acknowledges that Carriers operate under individual rules tariffs, bills of lading terms, and circulars that establish severe limitations of liability (including, but not limited to, flat maximums per shipment, per-pallet caps, or per-pound limitations ranging from $0.50 to $2.00 per pound for perishable food products). Customer agrees to be bound by the performing Carrier’s specific limitations of liability, rules, and insurance deductible provisions. Freightzy assumes no responsibility for liability gaps created by Carrier tariffs.

3. MANDATORY VALUATION DISCLOSURE & EXTRA-HIGH VALUE CARGO

  • High-Value Threshold Defined: Any individual shipment containing cargo with a commercial, manufacturer, or replacement cost exceeding $100,000.00 USD/CAD is contractually defined as “Extra-High Value Cargo.”
  • Condition Precedent for Booking: It is an absolute condition precedent to booking that Customer must disclose Extra-High Value Cargo to Broker in writing at least twenty-four (24) hours prior to the requested dispatch time. Broker will then attempt to arrange specialized Carrier coverage or facilitate the purchase of first-party supplemental cargo insurance at Customer's sole expense.
  • Failure to Disclose: In the event that Customer fails to declare Extra-High Value Cargo in writing prior to dispatch, Customer completely waives any and all rights to hold Broker or Carrier responsible for uninsured coverage gaps. The shipment shall move entirely at the default, capped liability limits of the performing Carrier's rules tariff.

  • Anti-Substitution Clause (No Post-Origin BOL Modifications): Customer, shippers, and consignees are strictly prohibited from retroactively altering, substituting, amending, or emailing revised Bills of Lading (BOLs) mid-transit to force an undeclared high-value designation or a liability modification onto the Carrier or Broker. The physical BOL executed and signed by the Carrier’s driver at the exact physical point of origin constitutes the sole governing contract of carriage for that transit window.

4. COMPREHENSIVE LIMITATION OF BROKER LIABILITY

  • Exclusion of Cargo Damage Claims: Broker shall have no financial or legal liability whatsoever for any loss, damage, destruction, temperature deviation, or theft of cargo.
  • Negligent Hiring Limitation Cap: In the absolute worst-case scenario where a court of competent jurisdiction determines via a final, non-appealable judgment that Broker was independently and directly negligent in its selection of a Carrier (Negligent Hiring), Broker’s maximum aggregate liability for any single shipment or occurrence is strictly limited to the total freight charges paid by Customer to Broker for that specific shipment, or $500.00 USD, whichever is lesser.
  • Exclusion of Consequential and Special Damages: Under no circumstances shall Broker be liable to Customer or any third party for indirect, incidental, special, punitive, exemplary, or consequential damages. This absolute exclusion includes, but is not limited to, loss of profits, retail markups, lost sales, brand or reputational injury, factory or production shutdowns, or chargebacks/delayed-delivery penalties, regardless of whether Broker had prior notice or knowledge of the possibility of such damages.

5. STRICT COVENANT AGAINST SET-OFF / DEDUCTIONS

  • Independent Payment Obligation: Customer agrees to pay all of Broker’s freight invoices in full, without deduction or delay, within the contractually agreed-upon credit terms.
  • No Deductions for Active Claims: Customer is strictly prohibited from offsetting, deducting, short-paying, or withholding payment on any outstanding Broker invoice due to open, un-adjudicated, or disputed cargo damage, loss, or delay claims. All cargo claims must be processed independently as a separate legal and administrative action against the performing Carrier.

6. MANDATORY SALVAGE AND DUTY TO MITIGATE

  • Absolute Legal Duty: In the event of cargo damage, rejection, or temperature abuse, Customer and its consignees have an absolute, non-delegable duty under federal transportation law to mitigate damages. Customer and its agents must take all reasonable steps to preserve the physical state of the cargo and actively seek secondary markets or salvage opportunities for the affected product.
  • Spoliation of Evidence: Customer shall not destroy, discard, dump, or dispose of damaged or rejected cargo without providing Broker and the performing Carrier a minimum of forty-eight (48) hours written notice to allow for a certified independent cargo surveyor or USDA inspector to physically examine the goods. Failure to permit independent inspection constitutes direct spoliation of evidence and completely voids any right to facilitate a recovery claim.

7. COURSE OF DEALING INTEGRATION

  • Electronic Incorporation by Reference: Customer acknowledges that these Terms are published publicly at Broker's designated web link. The receipt of any electronic quote, rate confirmation, or invoice from Broker referencing or hyperlinking to these Terms creates an ongoing, legally binding “course of dealing.” Continued utilization of Broker’s services without written protest constitutes continuous acceptance of these Terms.

8. GOVERNING LAW, JURISDICTION, AND ATTORNEYS' FEES

  • Choice of Law: These Terms, and all disputes arising from or relating to the services arranged by Broker, shall be governed by the federal laws of the United States and the State laws of Delaware (or applicable Canadian federal/provincial transportation laws if booked via a Canadian origin point), without regard to conflict of law principles.
  • Fee-Shifting Provision: In any litigation, arbitration, or collection action arising from these Terms or services rendered by Broker, the prevailing party shall be entitled to recover all reasonable legal fees, expert witness fees, and court costs from the non-prevailing party.
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