Terms of Use
SDD Freight Inc.
Effective Date: [Month Day, Year] | Last Updated: [Month Day, Year]
These Terms of Use ("Terms") govern access to and use of the websites, applications, customer portals, carrier portals, agent portals, transportation management systems, APIs, EDI services, and related technology made available by SDD Freight Inc. ("SDD Freight," "we," "us," or "our").
By accessing or using the website or platform, you agree to these Terms. If you use the services on behalf of a company, you represent that you have authority to bind that company.
1. Scope of These Terms
These Terms govern use of our website and technology. Transportation services may also be governed by a Broker-Shipper Agreement, Customer Service Agreement, Credit Agreement, Rate Confirmation, Bill of Lading, Carrier-Broker Agreement, Agent Agreement, parcel service terms, carrier tariffs, customs or cross-border documentation, and other written agreements. If a separate written agreement conflicts with these Terms, the separate agreement controls with respect to the subject matter it covers.
2. Role of SDD Freight Inc.
SDD Freight Inc. operates as a freight broker and third-party logistics provider unless expressly stated otherwise in a written agreement. As a broker, SDD Freight arranges or offers to arrange transportation by qualified third-party motor carriers and logistics providers. SDD Freight is not the motor carrier, warehouseman, customs broker, parcel carrier, or freight forwarder for a shipment unless SDD Freight expressly accepts that role in a separate written agreement.
3. Eligibility and Business Use
- Be at least 18 years old
- Have authority to act for your company
- Provide accurate and complete information
- Use the services only for lawful purposes
- Comply with applicable transportation, trade, customs, and safety laws
4. Account Registration
- Provide accurate account information
- Keep account information current
- Protect usernames and passwords
- Restrict access to authorized personnel
- Notify us promptly of unauthorized activity
- Accept responsibility for activity occurring under your account
5. Quotes and Rate Estimates
Rates displayed through the website, TMS, API, email, or other channels may be based on information provided by the user. A quote may depend on origin and destination, weight, dimensions, pallet or package count, freight class, NMFC item, commodity, declared value, equipment, service level, residential or commercial status, accessorial services, fuel surcharge, market capacity, and carrier availability. Unless expressly confirmed in writing, a displayed rate is an estimate and does not guarantee capacity, pickup, delivery date, or final price.
6. Shipment Information
- Commodity description
- Weight
- Dimensions
- Freight class
- NMFC information
- Package or pallet count
- Stackability
- Hazardous material status
- Pickup and delivery location type
- Required appointments
- Liftgate requirements
- Inside delivery requirements
- Limited-access conditions
- Customs and cross-border information
7. Booking and Capacity
Submitting a booking request does not guarantee carrier acceptance or equipment availability. A shipment is considered accepted only after SDD Freight or the applicable service provider issues confirmation. Capacity may be withdrawn due to carrier availability, weather, market conditions, equipment failure, safety concerns, regulatory restrictions, customs delays, force majeure, or incorrect shipment information.
8. Pickup and Delivery Times
Pickup dates, delivery dates, and transit times are estimates unless a specific guaranteed service is purchased and confirmed in writing. Delays may occur due to weather, traffic, carrier operations, terminal congestion, customs, border inspections, incorrect addresses, missed appointments, receiver availability, or acts outside SDD Freight's reasonable control.
9. Accessorial and Additional Charges
- Liftgate
- Residential service
- Inside delivery
- Limited access
- Appointment
- Notification
- Detention
- Layover
- Truck ordered not used
- Redelivery
- Storage
- Reconsignment
- Address correction
- Oversize or overlength
- Linear-foot charges
- Sort and segregate
- Lumper
- Customs
- Demurrage
- Per diem
- Chassis
- Port or terminal fees
- Remote-area surcharges
- Parcel correction fees
10. Bills of Lading and Documents
Users are responsible for reviewing all BOLs, labels, rate confirmations, customs documents, and shipping instructions before use. Documents generated through the platform are based on information supplied by the user. A BOL does not alter SDD Freight's role as broker unless expressly agreed in writing.
11. Prohibited and Restricted Freight
- Illegal, stolen, counterfeit, prohibited, misdeclared, unsafe, or improperly packaged goods
- Goods subject to sanctions or export restrictions
- Hazardous materials without proper disclosure and documentation
- Alcohol, tobacco, firearms, pharmaceuticals, high-value goods, temperature-sensitive goods, perishables, live animals, personal effects, household goods, currency, precious metals, or controlled substances without prior written approval
12. Packaging and Cargo Preparation
- Proper packaging
- Palletization
- Crating
- Labeling
- Securing freight
- Compliance markings
- Hazardous-material documentation
- Protecting goods against normal transportation risks
13. Tracking Information
Tracking information may be supplied by third-party carriers, telematics providers, drivers, mobile applications, APIs, or EDI feeds. Tracking data is provided for convenience and may be delayed, incomplete, or inaccurate. Tracking information does not create a delivery guarantee.
14. Parcel Services
FedEx Ground, UPS Ground, and other parcel services are performed by independent third-party parcel carriers. Parcel shipments may be subject to carrier service guides, tariffs, size and weight limits, dimensional-weight rules, delivery-area surcharges, residential surcharges, address corrections, declared-value limits, claims deadlines, and prohibited commodity rules. FedEx, UPS, and their respective trademarks belong to their owners.
15. Cross-Border Services
- Commercial invoices
- Customs documentation
- Harmonized tariff classifications
- Importer-of-record information
- Exporter-of-record information
- Customs broker coordination
- Duties and taxes
- Security filings
- Government inspections
16. Cargo Claims
Cargo loss or damage claims are generally subject to applicable law, carrier tariffs, bills of lading, service guides, carrier liability limitations, claims deadlines, and separate transportation agreements. SDD Freight may assist with submitting or coordinating a claim but does not guarantee claim approval or payment.
17. Payment Terms
You agree to pay freight charges, fuel surcharges, accessorial charges, taxes, duties, customs charges, storage, demurrage, late fees, collection costs, and other agreed charges. Invoices are due according to the credit terms stated in the applicable agreement or invoice. We may suspend account access or shipment activity for overdue balances.
18. Taxes
Fees generally exclude taxes, duties, customs charges, and governmental assessments unless expressly stated. You are responsible for applicable taxes and governmental charges associated with your transactions.
19. TMS and Technology License
Subject to these Terms, SDD Freight grants authorized users a limited, non-exclusive, non-transferable, revocable license to access and use the platform for internal business purposes. No ownership rights are transferred.
20. Acceptable Use
Users may not:
- Access the platform unlawfully
- Share credentials with unauthorized users
- Reverse engineer the platform
- Copy or scrape data without permission
- Introduce viruses or malicious code
- Attempt to bypass security
- Interfere with system operation
- Use automated tools that overload the system
- Use the platform to commit fraud
- Misrepresent shipment information
- Access another customer's information
- Use data to compete unlawfully with SDD Freight
21. API and EDI Use
- Maintain secure credentials
- Test integrations
- Validate transmitted data
- Monitor errors
- Prevent unauthorized access
- Comply with usage limits
22. Platform Availability
We seek to maintain reliable platform availability but do not guarantee uninterrupted access. The website or platform may be unavailable due to maintenance, upgrades, cybersecurity incidents, third-party outages, Internet failures, force majeure, or technical errors.
23. Intellectual Property
The website, platform, software, design, graphics, text, logos, databases, and related materials are owned by or licensed to SDD Freight and are protected by intellectual-property laws. You may not reproduce, modify, distribute, publicly display, sell, license, or create derivative works without written permission.
24. User Content
You grant SDD Freight a limited right to use documents, information, and content submitted through the services as reasonably necessary to provide transportation services, operate the platform, communicate with service providers, comply with law, and enforce agreements. You represent that you have the right to provide the submitted content.
25. Third-Party Services
The platform may integrate with third-party services. SDD Freight is not responsible for third-party websites, carrier systems, payment platforms, mapping providers, tracking providers, customs systems, or external software. Third-party services may be governed by separate terms.
26. Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE WEBSITE AND TECHNOLOGY PLATFORM ARE PROVIDED "AS IS" AND "AS AVAILABLE." SDD FREIGHT DISCLAIMS IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
27. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SDD FREIGHT WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL ARISING FROM WEBSITE OR PLATFORM USE. Any liability relating to transportation services is governed by the applicable transportation agreement, rate confirmation, bill of lading, carrier tariff, or law.
28. Indemnification
You agree to indemnify and hold SDD Freight harmless from claims arising from:
- Your violation of these Terms
- Inaccurate shipment information
- Unlawful or prohibited freight
- Your misuse of the platform
- Your violation of law
- Your infringement of third-party rights
- Documents or data you submit
29. Suspension and Termination
We may suspend or terminate access for:
- Nonpayment
- Fraud
- Security risks
- Misuse
- Illegal activity
- Repeated charge disputes
- Inaccurate account information
- Breach of these Terms
- Operational or regulatory reasons
30. Governing Law
These Terms are governed by the laws of the State of [State], without regard to conflict-of-law rules. Any legal action that is not subject to a separate contractual dispute-resolution provision must be brought in the state or federal courts located in [County, State].
31. Optional Arbitration Provision
Any dispute arising from these Terms may be resolved through binding arbitration administered by [AAA/JAMS] under its commercial rules, except that either party may seek injunctive relief or pursue an eligible small-claims matter.
32. Changes to These Terms
We may update these Terms periodically. Continued use after the effective date of revised Terms constitutes acceptance of the revised Terms, to the extent permitted by law.
33. Electronic Communications
You agree to receive agreements, notices, invoices, shipment updates, and other records electronically. Electronic communications satisfy legal requirements that communications be in writing, where permitted by law.
34. Severability
If any provision is held unenforceable, the remaining provisions remain effective.
35. No Waiver
Failure to enforce a provision does not waive the right to enforce it later.
36. Assignment
You may not assign these Terms without written consent. SDD Freight may assign these Terms in connection with a merger, reorganization, financing, sale, or transfer of business assets.
37. Entire Agreement
These Terms, together with the Privacy Policy and any applicable written agreements, constitute the agreement concerning website and platform use.
38. Contact Information
For questions about these Terms, please contact us at:
