Terms of Service

By accessing or using the Platform, creating an account, or clicking “I agree” or a similar control, you confirm that you have read, understand and agree to be bound by these Terms.

Part I — General Terms

1. Parties & Authority to Bind

The Platform is owned and operated by REDDLAW Logistics Inc., a Canadian federal corporation based in Ontario.

You represent and warrant that you are a business acting in the course of your trade or profession, and that the individual accepting these Terms has authority to bind the company or other entity on whose behalf the Platform is used. Where an individual accepts these Terms on behalf of an entity, “Customer” means that entity.

2. Definitions

• Customer — the business entity that has entered into these Terms, whether by accepting them through the Platform or by signing an Order Form that incorporates them.
• Organization — the Customer’s tenant within the Platform, under which its users, data and workflows are held and separated from those of other customers.
• Authorized User — an individual the Customer permits to access the Platform under its Organization, such as an employee or contractor.
• Platform — REDDLAW’s freight-coordination software, its websites and interfaces, and the related configured services REDDLAW provides in connection with them.
• Customer Data — the data, content and records the Customer or its Authorized Users submit to, or generate through, the Platform, including shipment, quote, provider, document and operational data.
• Provider — an independent third party that performs a freight or related service, including carriers, customs brokers, warehouse and terminal operators and insurers.
• Order Form — an order form, pilot agreement, statement of work or other written agreement signed by both parties that describes a configured deployment of the Platform.

3. The Platform

The Platform is freight-coordination software and related configured services. It structures the repetitive coordination work around a shipment — capturing requirements, running provider outreach, gathering and normalising responses, keeping documents and events with the movement, and surfacing exceptions — so that the people responsible for the freight can act on it.

REDDLAW is not a carrier, freight forwarder, customs broker, warehouse operator or payment service. REDDLAW does not take possession or custody of cargo, does not contract as the carrier, and does not hold, route or disburse third-party Provider funds. Operational performance, transit times and the handling of cargo are carried out by Providers, who are independent contractors and are not employees, agents or representatives of REDDLAW.

The Platform is designed to operate alongside the freight processes and systems you already run. REDDLAW does not claim a completed integration with any particular transportation management system.

4. Accounts, Security & Authorized Users

You are responsible for:

• Keeping account and Organization information accurate and current.
• Maintaining the confidentiality of credentials, and not sharing a single account between individuals.
• All activity that occurs under your Organization and under each Authorized User, and for each Authorized User’s compliance with these Terms.
• Promptly removing access for individuals who are no longer authorized, and notifying us without undue delay of any suspected unauthorized access.

5. Acceptable Use

You may not:

• Misdeclare freight, weights, packaging or contents.
• Use the Platform for unlawful, fraudulent, deceptive or abusive purposes, or to move cargo you are not lawfully entitled to move.
• Attempt to reverse engineer the Platform, interfere with its operation, circumvent access controls, or access another organization’s data.
• Submit malicious code, or upload data you do not have the right to submit.
• Use the Platform to run coordination you do not intend to act on, or to benchmark or resell it without our written agreement.

6. Fees, Taxes & Payment

Fees are those stated in the applicable interface at the point of purchase, or in an Order Form or other written agreement between the parties. Where an Order Form applies, it governs the fees, the billing period and the payment terms for that deployment.

Fees are exclusive of taxes. You are responsible for all sales, use, value-added, goods-and-services and similar taxes arising from your use of the Platform, other than taxes on REDDLAW’s income. Where you are required to withhold tax, the amount payable to REDDLAW is grossed up so that REDDLAW receives the amount it would have received absent the withholding.

Fees payable to REDDLAW are for REDDLAW’s own services. They are separate from, and never include, amounts owed to Providers. See Parts II and III for how Provider costs are handled in each operating model.

7. Customer Data & Accuracy

You are responsible for the accuracy, completeness and lawfulness of the shipment, customer, Provider and operational data you submit, and for having the rights and permissions necessary to submit it — including, where the data concerns your own customers or your Providers’ personnel, the right to disclose it to REDDLAW for processing.

Coordination output reflects the information it was given. Inaccurate or incomplete data produces inaccurate coordination, and any resulting charges, delays or service failures are your responsibility.

8. AI-Assisted Processing & Human Review

REDDLAW uses automation and AI — including third-party frontier AI models — to assist with structuring operational information, running and organizing Provider outreach, making quote contents comparable, identifying missing information and supporting shipment monitoring. These tools apply internal logic that may change without notice.

AI outputs are informational and are not advice. They do not constitute legal, regulatory, customs, tax or compliance advice. Critical decisions remain subject to human review and approval, and you are responsible for verifying shipment information and regulatory compliance before acting. You must not rely on the Platform as the sole basis for a decision that carries legal or regulatory consequence.

How submitted information is handled by our AI providers is described in our Privacy Policy.

9. Third-Party Providers & Services

Providers are independent third parties. Their services are governed by their own contracts, tariffs and terms, which may include liability limits, accessorial charges, claims windows, prohibited items and regulatory requirements. REDDLAW is not a party to the contract of carriage or to any other contract between you and a Provider, and does not guarantee any Provider’s performance, availability, pricing or continued existence.

The Platform also depends on third-party infrastructure and services such as hosting, storage, email delivery, payment processing and AI model providers. Their availability is outside REDDLAW’s control.

10. Ownership of Customer Data

As between the parties, you own Customer Data and all rights in it. These Terms grant REDDLAW no ownership of it.

11. Ownership of the Platform

As between the parties, REDDLAW owns the Platform and all rights in it, including its software, models, prompts, interfaces, workflows, documentation, and all intellectual property rights therein. Nothing in these Terms transfers any of those rights to you. You receive a non-exclusive, non-transferable, revocable right to access and use the Platform for your internal business purposes for as long as these Terms remain in effect, subject to any scope stated in an Order Form.

If you send us feedback or suggestions, we may use them without obligation or attribution. Feedback must not include Customer Data or your confidential information.

12. Licence to Process Customer Data

You grant REDDLAW a limited, non-exclusive, worldwide, royalty-free licence to host, copy, transmit, display and otherwise process Customer Data solely as necessary to:

• provide, operate and configure the Platform for you;
• secure, monitor, support, maintain and troubleshoot it;
• prevent, detect and investigate fraud, abuse and security incidents; and
• comply with REDDLAW’s legal obligations.

This licence permits REDDLAW to disclose Customer Data to the Providers and subprocessors required to deliver the service, and for no other purpose. It ends when the relevant Customer Data is deleted or the agreement terminates, except where REDDLAW is required to retain it by law.

REDDLAW does not use Customer Data to train or fine-tune generalized models, and does not license, sell or otherwise make customer-identifiable operating data available to third parties for their own purposes.

13. Confidentiality

Each party may receive information of the other that is marked confidential or that a reasonable business person would understand to be confidential (“Confidential Information”). Without limiting that, the Customer’s Confidential Information includes its private provider book, its customer lists, its negotiated rates, its Provider relationships and its operating data.

The receiving party will:

• use Confidential Information only to perform under these Terms;
• protect it with at least the care it applies to its own confidential information of like importance, and no less than reasonable care; and
• disclose it only to personnel and subprocessors who need it and who are bound by confidentiality obligations no less protective than these.

These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known to it without a duty of confidence, or is independently developed without use of the Confidential Information. A party may disclose Confidential Information where legally compelled, and where lawful will give the other party reasonable prior notice so it can seek protective relief.

A Customer’s private provider book is scoped to that Organization. It is not exposed to, sourced on behalf of, or used to enrich the workflow of any other organization.

14. Privacy & Security

Our Privacy Policy describes what personal information REDDLAW collects, how it is used and disclosed, and the security controls applied to it. Our Cookie Policy describes the cookies and browser storage the Platform uses.

Where REDDLAW processes personal information on your behalf within your freight workflow, that processing is carried out on your instructions and subject to any data processing agreement the parties have signed.

15. Beta & Evaluation Features

REDDLAW may make experimental, beta, preview or evaluation features available. They are provided “as-is”, may be incomplete or unstable, carry no warranty or service commitment, and may be changed or withdrawn at any time. Do not rely on them for production operations.

16. Availability

The Platform may be unavailable due to maintenance, upgrades, technical issues, third-party failures or events outside REDDLAW’s reasonable control. Unless an Order Form states a service commitment, REDDLAW does not guarantee uninterrupted availability.

17. Suspension & Termination

REDDLAW may suspend access where there is a credible security or safety concern, suspected fraud or unlawful use, non-payment, or a breach of these Terms. Where practicable and lawful, we will give notice and an opportunity to cure before suspending.

Either party may terminate these Terms for material breach that remains uncured 30 days after written notice. Where no Order Form applies, either party may terminate for convenience on written notice.

On termination, your right to access the Platform ends. Retention and deletion of Customer Data after that point are governed by our Privacy Policy, by applicable law, and by any Order Form in force. To ask about access to, export of, or deletion of Customer Data, contact our Privacy Officer at ops@reddlawlogistics.com.

Sections that by their nature should survive termination do so, including §§ 10–13, 18–20 and 22.

18. Warranty Disclaimer

Except as expressly stated in these Terms or an Order Form, the Platform is provided “as is” and “as available”. To the maximum extent permitted by law, REDDLAW disclaims all other warranties, whether express, implied or statutory, including any implied warranty of merchantability, fitness for a particular purpose, non-infringement, accuracy or quiet enjoyment. REDDLAW does not warrant that the Platform will be uninterrupted or error-free, that any coordination output will be complete or optimal, or that any Provider will perform.

19. Limitation of Liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost business, lost goodwill or loss of data, however caused and regardless of the theory of liability, even if advised of the possibility.

REDDLAW’s aggregate liability arising out of or relating to these Terms and the Platform is limited to the total fees you paid REDDLAW for the service giving rise to the claim in the twelve (12) months immediately preceding the event that gave rise to it.

REDDLAW is not the carrier and does not take possession or custody of cargo. Any liability for cargo loss or damage is governed by the applicable Provider contract, tariff and applicable law or transportation convention (see § 33). REDDLAW does not assume carrier or cargo liability.

These limitations do not apply to a party’s liability for fraud, fraudulent misrepresentation, wilful misconduct, or any other liability that cannot be limited or excluded under applicable law. Nothing in this section limits your obligation to pay fees due.

Any claim under these Terms must be brought within one (1) year after the cause of action arose, except where applicable law requires a longer period.

20. Indemnification

You will defend, indemnify and hold harmless REDDLAW, its officers, employees and contractors from and against third-party claims, damages, losses, penalties, fines and reasonable legal fees arising from:

• cargo that is unlawful, misdeclared, restricted or prohibited;
• inaccurate, incomplete or unlawfully obtained shipment, customer, Provider or operational information you submitted;
• your misuse of the Platform, or your breach of these Terms;
• your violation of applicable law, permit or customs requirements; or
• your dispute with a Provider, your own customer, or an Authorized User.

We will give you prompt notice of the claim, reasonable cooperation, and control of the defence, provided that no settlement admitting fault on REDDLAW’s part or imposing an obligation on REDDLAW is made without our written consent.

21. Force Majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including weather, natural disasters, epidemics, labour disruptions, port or terminal congestion, government action, sanctions, infrastructure or utility failures, cyber incidents, acts of third parties, or failures of communications or transportation networks. This does not excuse an obligation to pay amounts already due.

22. Governing Law & Disputes

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in it, without regard to conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties submit to the exclusive jurisdiction of the courts located in or nearest to Hamilton, Ontario, and waive any objection to venue there. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

23. Changes to These Terms

REDDLAW may update these Terms. For a change that materially and adversely affects your rights or obligations, we will give reasonable advance notice — ordinarily at least 30 days — by an appropriate method such as email to the contact on your account, a notice within the Platform, or another direct communication, and the change takes effect at the end of that notice period. If you do not accept a material change, your remedy is to stop using the Platform and terminate before the change takes effect.

Non-material changes, and changes required by law or to address a security or legal risk, may take effect when posted. The version and effective date at the top of this page identify the current text. Where an Order Form is in force, § 25 governs which document controls.

24. General

These Terms, together with any applicable Order Form and the policies they reference, are the entire agreement between the parties on their subject matter. If a provision is held unenforceable, it is modified to the minimum extent necessary and the remainder stays in force. Failure to enforce a provision is not a waiver of it. You may not assign these Terms without our written consent, except to a successor of your business; REDDLAW may assign to an affiliate or a successor. There is no partnership, joint venture, agency or employment relationship between the parties, and no third-party beneficiaries.

Part II — Configured Organization Deployments

25. How These Deployments Are Arranged

Deployments for freight forwarders and for internal freight or operations teams are configured directly with REDDLAW. There is no public self-serve signup for them.

The commercial scope, fees, implementation, permitted users, workflow responsibilities, data treatment and any service commitments for such a deployment are defined in an Order Form, pilot agreement, statement of work or other signed agreement. Where a signed agreement conflicts with these Terms, the signed agreement controls for that deployment, to the extent of the conflict.

Nothing on REDDLAW’s public website is an offer, a commitment or a promise of a completed integration, interface, feature, timeline or price. Public copy describes what REDDLAW does; what a given deployment includes is what the signed agreement says it includes.

26. What REDDLAW Does Not Become

REDDLAW does not become a freight forwarder, a carrier, a customs broker, a warehouse operator, a payment service or the contracting transport provider merely because a Customer uses its software to coordinate freight. The Customer remains the party in its own commercial relationships.

Specifically, in a forwarder deployment:

• the forwarder keeps its customer relationships, its margins and its commercial decisions;
• the forwarder gives final approval on the decisions that matter, and the Platform does not commit the forwarder’s customers to anything on its behalf;
• the forwarder’s private provider book is scoped to its Organization and is not exposed to, or used for, any other organization (see § 13); and
• REDDLAW does not contract with, invoice, or accept instructions from the forwarder’s customers, and does not sit between the forwarder and them.

Where personal information is processed within the Customer’s own freight workflow, the parties’ respective roles and obligations are as set out in the signed agreement and any data processing agreement between them.

Part III — Managed Coordination Service

27. REDDLAW’s Role on This Service

On the managed coordination service, REDDLAW acts as a digital freight intermediary and coordination provider: it matches a business that needs freight moved with the independent Providers that move it, and coordinates the shipment through to delivery.

REDDLAW does not take possession or custody of cargo, is not the carrier, and is not a party to the contract of carriage. Carriers, customs brokers, insurers and other Providers are independent third parties engaged by, and contracting with, the Customer.

28. Platform Fee

REDDLAW charges a platform fee for its own coordination services on this service. The fee is set per market and is stated in your billing currency on the booking screen and at checkout before you submit and pay; the amount displayed at that point is the amount payable for that shipment. The fee covers use of the Platform and REDDLAW’s coordination work — Provider outreach, quote sourcing, vetting and assembly — whether or not you ultimately accept the option returned.

The fee is charged when the coordination request is submitted. It becomes non-refundable once Provider sourcing or other substantive coordination work has begun on that request, except where a refund is required by law, or where REDDLAW does not perform the paid coordination service because of an error within REDDLAW’s control. To raise a refund request under either exception, contact ops@reddlawlogistics.com.

28.1 Chargebacks

You agree not to initiate a chargeback or payment reversal for the platform fee unless the transaction was genuinely unauthorized. Disputes about a Provider’s services must be raised with that Provider.

29. Provider Costs Are Paid Directly

All freight, carrier, customs, insurance and other Provider costs are your sole financial responsibility and are payable directly by you to each Provider, against the payment instructions REDDLAW displays for that Provider.

REDDLAW does not collect, hold, route, disburse or guarantee any Provider payment, and is not a party to any payment transaction between you and a Provider.

29.1 Additional Provider Charges

Where a Provider raises additional charges during or after a shipment — including detention, duties, storage, demurrage, reweigh, remeasure, reclassification, layover, redelivery, appointment fees, residential surcharges, customs exams or penalties — those charges are your direct financial responsibility, payable to that Provider. REDDLAW will notify you of such charges through the Platform but bears no financial responsibility for them.

30. Quotes, Assumptions & Acceptance

A quote presented through the Platform is based on the shipment information you supplied and on the assumptions stated with it. Where a validity period is shown with a quote, that period applies. Pricing may change if shipment details, requirements, Provider availability or market conditions change, and REDDLAW may re-source a shipment where that happens.

A shipment proceeds only once you accept a presented option. Acceptance records the option, the terms version you accepted and the time of acceptance.

31. Cancellation

You may cancel a shipment at any time before delivery through the Platform or by contacting ops@reddlawlogistics.com. The platform fee is treated as set out in § 28. Any Provider charges incurred before cancellation remain your direct financial responsibility, payable to the relevant Provider.

32. Insurance & Customs

Cargo insurance is not arranged by REDDLAW. Shipments are not insured by REDDLAW, and Provider liability limits, exclusions and tariffs apply. If you want all-risk cover, arrange it yourself with an insurer before the shipment moves.

On a cross-border shipment, customs clearance is performed by a licensed customs broker. You either name your own broker or ask REDDLAW to assign one, and the booking records who owns clearance and who pays the duties. REDDLAW is not itself a licensed customs broker — the clearance is performed by the licensed professional who takes it on. You remain responsible for the accuracy of the declarations and for duties, taxes and penalties.

33. Provider Tariffs & Transport Conventions

Every shipment is additionally governed by the tariffs, rules and terms of the performing Provider, which may include liability limits, accessorial charges, claims windows, prohibited items and regulatory requirements.

Where applicable, shipments may also be subject to international transportation conventions and national laws governing carrier liability, including the Carmack Amendment (United States domestic transportation), the Convention on the Contract for the International Carriage of Goods by Road (CMR), and the Montreal Convention (international air transport). Where those frameworks apply, the liability of the performing carrier is determined by them.

Contact

REDDLAW Logistics Inc.
Hamilton, Ontario, Canada
Email: ops@reddlawlogistics.com