(a) By using the Services (defined below), or clicking “I accept the Terms of Service”, you hereby expressly represent that you:
(i) have carefully read, understand, accept, and agree to be bound by, these Terms of Service as well as the terms of use of the website, the privacy policy and (if applicable to you) our kumoship insurance terms
(ii) meet all of the eligibility requirements listed in section 3 and
(iii) have “electronically” accepted these Terms of Service according to the Electronic Commerce Act, 2000, S.O. 2000, c. 17, as amended from time to time, and its regulations, or any other applicable legislation or regulations.
(b) If you do not accept these Terms of Service or if you do not meet the eligibility requirements listed in section 3, do not proceed to make a payment to the Company or use the Services.
(c) We reserve the right in our sole discretion to revise, modify, and update these Terms of Service and conditions occasionally.Any such modifications are effective immediately upon posting and apply to all access to and continued use of our Services. You agree to periodically review these Terms of Service to be aware of any such modifications and your continued use shall be your acceptance of these Terms of Service.
(d) Additional terms and conditions, including the kumoship insurance terms found at may apply to parts or features of this Website and are hereby incorporated by reference into these Terms of Service.
Definitions
(a) “Destination Address” means the Consignees’ or other final warehouse or place of storage at the location named in the Shipping Label for which the Shipment is to be delivered.
(b) “Inputs” means the information you entered into the Website in order to obtain a Rate book an Order, or fill out a customs invoice, including but not limited to, the actual weight of a Shipment (or dimensional weight, as applicable ), the dimensions of a package, the classification of a package, accessorial services, quantity of goods to be shipped, and its of the actual address of the originating or Destination Address, contact details, HS codes, item descriptions,NMFC Freight Class, or other specifications.
(c) “Carrier” means a third party person or entity who performs,through its affiliates, agents, employees and/or contractors, the whole or any part of, the physical carriage and transport of,less than truckload shipments or courier shipments by water, land or air, and who lists such Rates and markets such services through the Company on the Website.
(d) “Accessorial Charges” means any and all fees added to a freight or parcel cost for any additional service that a Carrier provides in order to make a standard delivery, pickup and receipt confirmation including but not limited to the following: residential charges, fuel surcharges, peak surcharges, signature required,threshold delivery charges etc.
(e) “Consignee” means the person to whom the Shipment is required to be delivered as specified in the Shipping Label.
(f) “Net Terms Account” means a payment option offered to qualified and eligible commercial customer accounts of the Company that provide a certain number of days from the invoice date
(g) “Rates” means the written estimate for prices, quotes or other conditions under which shipping services may be provided to you, as displayed on the Website or manually quoted through an authorized representative of the Company, based upon the Inputs and/or other information you entered or selected on the Website or sent to an authorized representative of the Company, subject to the agreement between the Company and the applicable Carrier.
(h) to pay for Orders and for which the Company, in its sole discretion, assigns a maximum credit limit in respect of all your Orders and other transactions with the Company.
(i) “Order” means an electronic booking of Services you place on the Company’s Website or by written request to the Company for the supply of Services.
(j) “Services” means the following services provided to you by the Company:
(i) the provision of shipping label(s) automatically generated on the Website that you purchase directly from the Company for a delivery of goods to be either shipped by a Carrier as a parcel, PAK, or envelope or a less than truckload service;
(ii) the capability of finding, comparing, selecting and buying shipping services from multiple Carriers nationally and internationally;
(iii) serves as an intermediary between you and your selected Carrier in respect of Claims; and
(iv) other types of services as added to the Company’s provision of services from time to time.
Notwithstanding the above, the Services shall exclude the physical transport or delivery of Orders.
(k) “Shipment” means a delivery that is to be shipped by a Carrier via courier as a parcel, PAK, or envelope or less than truckload volume, and for which such delivery was completed with one or more shipping label(s) automatically generated on the Company’s software platforms that you purchased directly from the Company.
(l) “Shipping Label” means the provision of shipping label(s) automatically generated on the Website that you purchase directly from the Company for a delivery of goods to be either shipped by a courier as a parcel, PAK, or envelope or a less than truckload service.
“you” or “your” shall mean the individual or legal entity using the Services or making payment in consideration of the Services on the Website.
(m) Extra Charges” has the meaning as defined in Section 8.
(a) General Responsibilities
You agree that you will:
Provide accurate billing and payment information:
(b) Your Authority and Legal Capacity
You further represent and warrant that:
(c) Consequences of Breach
UPS | https://www.ups.com/assets/resources/webcontent/en_CA/terms_service_ca.pdf |
(a) For Carriers whose terms and conditions are not publicly available online, we recommend that you contact the Carrier directly to obtain this information.
(b) You are required to comply with the applicable Carrier Terms. Any attempt to circumvent or disregard a Carrier’s terms may result in:
(c) If you choose to ship Orders using the Website, you do so at your own risk. By accessing Carrier services through our platform, you acknowledge and accept these inherent risks. The Company is not responsible for any such risks, and we strongly encourage you to review the Carrier Terms relevant to your specific Shipment before proceeding.
(d) The appearance of shipping service options from Carriers on our Website does not imply any endorsement, sponsorship, or partnership between the Company and those Carriers. The inclusion of specific delivery options is not a recommendation or approval of any Carrier or its services.
(e) The Company does not control the operations of any Carrier and does not monitor, verify, edit, or censor content found on Carrier websites. Accordingly, you agree to release and hold the Company harmless from any and all liability arising from:
(f) If a dispute arises between you and a Carrier—or any third party—you acknowledge that the Company has no obligation to intervene. You hereby release the Company and its officers, employees, agents, and successors from any and all claims, demands, and damages (known or unknown, disclosed or undisclosed) that may result from or relate to such disputes.
When you use our Website, we ask for and collect certain Personal Information to provide you with our services effectively. This information is essential for the performance of the contract between you and us, to comply with legal obligations, and to enable us to deliver the products, services, and applications that you request. Without it, we may not be able to fully meet your needs.
For instance, when you register for an account or subscribe to our services, we require key information to create and validate your account. This may include your name, business name, username, password, mailing address, shipping address, email address, telephone number, and freight broker status. Additionally, we may request verification information such as government-issued ID images (where permitted by applicable laws), your ID number, or payment details including bank account, credit card, or payment account information.
(a) The Company will offer and sell Services to you at the applicable Rates, along with any Extra Charges incurred during the provision of those Services, subject to the terms and conditions outlined in these Terms of Service.
(b) The Rates will remain valid only for the period specified on the Website (or, if manually quoted, for the period indicated by an authorized Company representative). After this time, the Company reserves the right to adjust the Rates at its discretion. Rates are subject to change without prior notice based on variations in factors such as weight, piece or pallet count, re-weighing, reclassification of packages, shipping dimensions, commodity descriptions, address changes, and any additional charges that arise during transportation (e.g., re-delivery, appointment requests, storage, tailgate services, etc.). Changes may also result from modifications made by the Carriers, or from circumstances beyond the Company’s control, and are subject to any agreements between the Company and the Carrier. All Rates are subject to confirmation by the Company and may be withdrawn at any time, even if you have accepted an Order.
(c) The Rates displayed on the Website will be in the currency in which the Carrier has quoted the rate to the Company. If you wish to place an Order where the Rate is shown in a currency other than the one typically used in your business, you have the following options:
(a) The Rates displayed on the Website are based on the accuracy of the Inputs you provide during the booking process. It is your responsibility to ensure that the Inputs you enter are correct.
(b) The Carrier may, at any time, audit the Inputs of any Shipment they pick up in accordance with their Carrier Terms. This audit may involve using the Carrier’s current measurement specifications and Remeasurement tools at their facilities (each such audit referred to as a “Remeasurement”). If there is a discrepancy between the Inputs you initially provided and the results from the Carrier’s Remeasurement, the Carrier’s Remeasurement results will take precedence.
(c) If the Carrier finds that your Inputs were incorrect during Remeasurement, or if any additional services or charges are incurred and passed on to the Company as a result, the difference between the original Rates and the final charges (referred to as “Remeasurement Charges”) will be invoiced to you on a subsequent invoice. You authorize the Company to charge these Remeasurement Charges to your Payment Method once the Carrier’s Remeasurement results have been received. If necessary, a supplementary invoice will be issued to reflect any Remeasurement Charges.
(d) You agree to indemnify the Company against any liability arising from inaccurately entered Inputs that result in Remeasurement Charges or any additional Extra Charges.
(a) All Rate requests are subject to confirmation by the Company and may be withdrawn at any time at the Company’s discretion, regardless of whether you have accepted them.
(b) Shipping dates, pickup dates, and Delivery Dates displayed on the Website (collectively referred to as the “Delivery Dates”) are estimates based on the Inputs you provide and the availability and capacity of the Carrier. These dates are not guaranteed by the Company. By placing an Order on the Website, you acknowledge and agree that the Company will not be held responsible for any delays in the Delivery Dates.
(c) All Orders accepted by the Company are based on the assumption that the information you provide is accurate and correct under all circumstances.
(d) The Company reserves the right, at its sole discretion, to refuse or cancel Orders under the following conditions, including but not limited to:
(a) You accept full responsibility for, and agree to indemnify the Company against, any additional charges (the “Extra Charges”) that may be applied to an invoice either at the time of booking, after the initial Order is placed, or upon delivery of a parcel to the Carrier’s distribution center or the final destination. These charges include, but are not limited to:
(i) customs fees, tariffs, import taxes, duties, or other brokerage and clearance fees related to your Order(s);
(ii) any charges from a competent authority associated with your Order(s);
(iii) Accessorial Charges for any additional services provided by a Carrier to complete your Order(s);
(iv) expenses incurred by the Carrier due to incorrect Inputs provided at the time of booking, later identified during a Remeasurement;
(v) storage and warehousing charges for Orders held at customs, or delivery and storage fees for multiple delivery attempts; or
(vi) fees for any additional services requested from a Carrier after the initial booking.
(b) If any Extra Charges arise due to the delivery or handling of an Order on your behalf, and such charges are billed to the Company by a competent authority, these charges will be passed on to you. They will appear on your next credit card statement or on your upcoming invoice if you have a Net Terms or Prepaid Account.
(c) You must review and confirm the amounts and prices of these Extra Charges within thirty (30) days of the invoice date; failure to do so will forfeit your right to dispute such charges with the Company.
(a) By providing your credit card details, or completing an application for a Prepaid or Net Terms Account (collectively referred to as “Billing Information”), you authorize and consent to the following:
(i) for credit card payments, your Billing Information being processed by the Company’s third-party payment provider to facilitate online payments and securely store this information for future transactions;
(ii) for Prepaid or Net Terms Accounts, your Billing Information being shared with the Company’s third-party credit provider to assess your eligibility for credit.
(b) While the Company employs industry-standard security measures, including Secure Socket Layer (SSL) technology, you acknowledge that your Billing Information could be vulnerable to misuse, hacking, theft, or fraud, and that the Company or its third-party payment processors cannot control such risks.
(c) The Company offers three payment methods: credit card, Net Terms Account, or Prepaid Account (each a “Payment Method”).
(d) Unless specifically authorized by the Company, you are required to use an accepted credit card (MasterCard or Visa) to pay for all Orders.
(e) The Company reserves the right to revoke or modify your access to any Payment Method at any time, without notice, particularly if there is a breach of any Terms of Service, Terms of Use, Privacy Policy, or any other agreements you have with the Company.
(f) If you use a Net Terms or Prepaid Account, the Company may issue invoices immediately upon booking, upon the completion of the requested services, or upon receiving an invoice from the Carrier (the “Invoice Generation Date”).
(g) If you use a Net Terms or Prepaid Account, you must pay all invoices for Orders within thirty (30) days of the Invoice Generation Date via wire transfer, cheque, or credit card, in the currency stated on the Website.
(a) By entering credit card details to pay for Services, you provide express written consent and authorization for the Company, or its designated representatives, to automatically continue charging the card (or a replacement card if the original is updated or replaced) until all amounts owed for the Services (including Extra Charges) are paid in full.
(b) Specifically, if you enter inaccurate Inputs during the booking process resulting in Remeasurement or Extra Charges, you authorize the Company to process those transactions on your behalf.
(a) To qualify for a Net Terms Account, you must:
(i) use your account for business purposes;
(ii) not have defaulted on payments owed to the Company within the past seven (7) years;
(iii) not be affiliated with any person or entity that has defaulted on payments owed to the Company within the past seven (7) years;
(iv) meet the eligibility criteria set by the Company and its third-party credit provider;
(v) accurately complete the Company’s prescribed credit application; and
(vi) authorize the Company to submit your credit application information to a third-party credit agency for a credit check.
(b) Upon receiving approval from the credit agency, the Company reserves the right to:
(i) approve or deny your application for a Net Terms Account;
(ii) set an initial credit limit;
(iii) modify your credit limit at any time;
(iv) revoke your access to the Net Terms Account at any time;
(v) change your Payment Method to Prepaid or credit card if needed;
(vi) adjust your credit limit upon request.
(c) You must pay all Net Terms Account invoices within thirty (30) days of the Invoice Generation Date, or the Company may suspend or terminate your account as per Section 14.
(d) You have thirty (30) days from the Invoice Generation Date to dispute any charges on your invoice.
(e) If Extra Charges are added after the initial Order booking, these will appear on your invoice once the Company receives them from the Carrier, which can take up to 120 days from delivery.
(a) The Company may require you to make payments through a Prepaid Account, in which you deposit a Minimum Deposit as security for your obligations under these Terms of Service. The Minimum Deposit can be made via electronic funds transfer, wire transfer, or by cheque payable to “Kumoship Inc.”
(b) The Company may use the Minimum Deposit as a security for credit extended to you, and you may be required to replenish it. The Company reserves the right to assign a maximum credit limit to your Prepaid Account, and any Orders exceeding this limit may be suspended until payment is made.
(c) Payments for Orders through the Prepaid Account must be made within thirty (30) days of the Invoice Generation Date, or the Company may suspend or terminate your account as outlined in Section 14.
(d) If your Prepaid Account falls below the Minimum Deposit, the Company may suspend or terminate your access to Services.
(e) The Company is not obligated to pay interest on the Minimum Deposit.
(f) The Minimum Deposit is not considered damages for any default but can be used by the Company to cover any unpaid balances or liabilities resulting from such defaults.
(g) The Company holds a security interest in the Minimum Deposit under applicable laws, and can use it to cover outstanding balances.
(h) If you request termination of your Prepaid Account, the Company will first use the Minimum Deposit to cover any outstanding payments or defaults, and return the remaining balance (if any) within 180 days, without interest.
(a) If a Shipment is damaged or missing and Kumoship Insurance was not purchased, you may be entitled to reimbursement from the Carrier, up to the maximum liability established in the Carrier’s Terms. If eligible, you can request a refund from the Company’s customer service team, who will forward your claim to the Carrier after you have submitted the claim through the system and provided the required documentation.
(b) Eligibility for reimbursement may vary depending on the Carrier. The Company provides general guidelines and procedures on the Claims process, which you can refer to on the Company’s website.
(c) A claim can only be processed by the Company if all necessary documentation has been submitted within thirty (30) days of the Shipment’s delivery to the Destination Address.
(d) The Company reserves the right to refuse the processing of a Claim if you or the Consignee fail to: (i) comply with the Carrier Terms or these Terms of Service; (ii) adhere to Kumoship’s Freight Claims Guide; (iii) settle any outstanding invoices for all Orders and applicable Extra Charges in a timely manner.
(e) THIS SECTION 13 REPRESENTS YOUR EXCLUSIVE REMEDY AND KUMOSHIP’S FULL LIABILITY CONCERNING ANY DAMAGED SERVICES OR MISSING SHIPMENTS.
(a) The Company reserves the right to disable, suspend, or terminate your account, username, password, or other identifier at any time, at its sole discretion, for any reason, including but not limited to: (i) Violating any part of these Terms of Service, the Website Terms of Use, the Privacy Policy, or Kumoship Insurance Terms; (ii) Failing to make timely payment as specified in invoices; (iii) Providing login credentials to unauthorized individuals; (iv) Misusing or abusing the Company’s systems or operations; (v) Defaming or damaging the Company’s reputation; (vi) Using discovered Rates to negotiate directly with Carriers; (vii) Ignoring Company recommendations or guidelines; (viii) Consistently entering incorrect Inputs for Orders; (ix) Not paying outstanding invoices on time; (x) Having your Payment Method declined by your card provider or bank; (xi) Breaching any of the Company’s policies in a way that is either incurable or remains uncured within ten (10) days of written notice; (xii) Becoming insolvent or unable to pay debts as they come due; (xiii) Filing for bankruptcy or being subjected to bankruptcy or insolvency proceedings; (xiv) Assigning assets for the benefit of creditors or appointing a receiver; (xv) Harassing or abusing Company representatives or other customers; (xvi) Discriminating against Company representatives or other customers based on protected grounds; (xvii) Any other reason the Company deems appropriate for suspension or termination.
(b) Suspension or termination of your account will not affect your obligation to pay any outstanding fees owed to the Company, nor entitle you to a refund.
(c) During suspension, the Company retains the right to keep your personal and billing information until all outstanding payments are settled. Pending Orders will be put on hold until the balance is cleared.
(a) Except as outlined in these Terms of Service or with written consent from an authorized representative of the Company, your obligation to pay the Company will not be affected or reduced by any counterclaims, defenses, or other rights you may have against the Company, Carriers, or third parties.
(b) In the event of payment default under these Terms of Service, the Company is authorized to use any funds received from Carriers for successful Claims, or any reimbursements from Kumoship Insurance, to offset any outstanding debts owed by you to the Company. The Company will notify you promptly after any set-off, but failure to notify does not affect the validity of the set-off.
(b) Indemnification. To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless the Company, its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from any claims, liabilities, damages, judgments, losses, costs, or fees (including legal fees) arising from your breach of these Terms of Service, the Website’s Terms of Use, the Privacy Policy, Kumoship Insurance Terms, or your use of the Website, Services, or third-party websites.
(c) Force Majeure. The Company will not be held responsible or liable for any failure or delay in performance under these Terms of Service, Website Terms of Use, Privacy Policy, or Kumoship Insurance Terms, caused by events beyond the Company’s reasonable control. Such events may include, but are not limited to, acts of God, natural disasters, pandemics (including COVID-19), war, civil unrest, embargoes, strikes, national emergencies, changes in law, power shortages, telecommunications failures, or any other event beyond the Company’s control.
(d) Notices. All notices, requests, and communications must be in writing and sent either by email to legal@Kumoship.com or by certified/registered mail to 1-77 Pillsworth Rd, Bolton, ON L7E 4G4. Notices are effective upon receipt by the receiving party, provided the requirements for delivery are followed.
(e) Amendments and Modifications. Any modification or amendment to these Terms of Service must be in writing and signed by an authorized representative of both parties to be effective.
(f) Waiver. No waiver of any provision in these Terms of Service is valid unless explicitly stated in writing and signed by the waiving party. The failure or delay to exercise any rights, remedies, or privileges under these Terms of Service will not be seen as a waiver, nor will any partial exercise of such rights preclude further exercises.
(g) Severability. If any provision in these Terms of Service is found to be invalid, illegal, or unenforceable, it will not affect the validity of the remaining provisions, which will remain enforceable in other jurisdictions.
(h) Governing Law. These Terms of Service are governed by and construed according to the laws of Ontario, Canada, without regard to any conflict of laws provisions.
(i) Choice of Forum. Any legal actions or disputes related to these Terms of Service will be handled exclusively in the courts of Ontario. By using the Services, you agree to submit to the jurisdiction of these courts, and any judgment rendered may be enforced in other jurisdictions.
(j) Assignment. You may not transfer or assign any of your rights or obligations under these Terms of Service without prior written consent from the Company. Any unauthorized assignment is void.
(k) Entire Agreement. These Terms of Service, along with the Terms of Use of the Website, Privacy Policy, and Kumoship Insurance Terms, constitute the complete and entire agreement between you and the Company concerning your use of the Services, superseding all prior discussions or agreements.
(l) Paramountcy. In case of any inconsistencies between the English and French versions of these Terms of Service, the English version shall take precedence.
