02
Agreement terms
1. Parties, relationship and authority
This agreement is between Amparo Freight and the legal Carrier identified in this form. Carrier is an independent contractor and is not an employee, partner, joint venturer, fiduciary, or agent of Amparo Freight and has no authority to bind Amparo Freight. Carrier represents that it holds and will maintain every operating authority, registration, safety certificate, permit, licence, and qualification required for each shipment.
2. No re-brokering
Carrier will perform transportation using equipment under its own authority and will not broker, assign, interline, subcontract, or otherwise transfer a shipment without Amparo Freight’s prior written consent.
3. Safety and legal compliance
Carrier will comply with all applicable Canadian, provincial, U.S. federal and state transportation, safety, hours-of-service, vehicle, driver, customs, cargo-securement, and dangerous-goods or hazardous-material requirements.
4. Insurance
Carrier will maintain at least $1,000,000 automobile liability and $100,000 cargo insurance, or any greater amount required by law or a rate confirmation. Coverage must remain effective while Carrier performs services for Amparo Freight, and certificates must be provided on request.
5. Rates and documentation
Each shipment is governed by an Amparo Freight rate confirmation. Carrier must provide a clean signed bill of lading and proof of delivery, together with its invoice and supporting documents. Additional charges require prior written approval.
6. Payment
Undisputed carrier charges are payable within 30 days after Amparo Freight receives Carrier’s invoice, signed proof of delivery, and all required shipment documents. Amparo Freight may withhold genuinely disputed amounts while the parties investigate.
7. Cargo responsibility and claims
Carrier is responsible for freight while in its possession or control and will promptly report loss, damage, delay, accident, theft, seal irregularity, or delivery exception. Claims will be handled under applicable law and the shipment documents.
8. Carrier indemnity
To the fullest extent permitted by law, Carrier will defend, indemnify, and hold harmless Amparo Freight and its affiliates, customers, directors, officers, employees, and agents from claims, losses, cargo damage, bodily injury, death, property damage, fines, penalties, duties, taxes, liens, and reasonable legal costs arising from Carrier’s or its personnel’s acts, omissions, negligence, wilful misconduct, legal non-compliance, or breach. This obligation does not apply to the extent finally determined to have been caused by the protected party’s own negligence or wilful misconduct.
9. Confidentiality
Carrier will keep confidential all non-public shipment, pricing, lane, customer, consignee, vendor, personal, security, and business information received through Amparo Freight. Carrier may use it only to perform an accepted shipment, disclose it only to personnel who need it for that shipment, and must maintain reasonable safeguards against loss or unauthorized access. These duties survive termination.
10. Customer contact and non-circumvention
A Restricted Customer is any shipper, consignee, customer, or commercial contact first introduced to Carrier by Amparo Freight, or for whom Carrier transports a load through Amparo Freight. Carrier may communicate with a Restricted Customer only as reasonably necessary for pickup, transit, safety, customs, or delivery of an Amparo Freight shipment. Carrier must not discuss brokerage rates, solicit or accept direct or indirect transportation business, quote future work, disclose Amparo Freight’s pricing, or help another person bypass Amparo Freight. During this agreement and for 18 months after Carrier’s last Amparo Freight shipment for that Restricted Customer, Carrier will not directly or indirectly solicit, contract with, or transport for that Restricted Customer except through Amparo Freight or with Amparo Freight’s prior written consent. General advertising not directed to a Restricted Customer is not a breach.
11. Breach of customer protection
Carrier acknowledges that unauthorized customer solicitation or circumvention may cause harm that is difficult to measure. Amparo Freight may seek injunctive or equitable relief, an accounting, and recovery of proven lost brokerage margin, commissions, and other damages, together with reasonable enforcement costs where permitted by law. These remedies are cumulative and are not a penalty or a predetermined damages amount.
12. No liens or hostage freight
Carrier will not withhold, hold hostage, sell, transfer, or assert a lien against any shipment or customer goods because of a payment dispute. Carrier must deliver freight according to the shipment instructions and pursue any payment dispute solely against the party legally responsible for the charge.
13. Records and verification
Carrier authorizes Amparo Freight to verify operating authority, safety status, insurance, WSIB/WCB standing, corporate identity, banking information, and supporting credentials. Carrier will notify Amparo Freight immediately of suspension, revocation, cancellation, expiry, ownership or banking change, safety downgrade, out-of-service order, or other material change. Amparo Freight may suspend tendering while verification is incomplete.
14. Fraud and payment instructions
Carrier must independently verify any request to change banking or payment instructions using a known Amparo Freight contact. Amparo Freight is not responsible for a loss caused by Carrier sending information or funds in response to a fraudulent message that did not originate from Amparo Freight, except to the extent liability cannot lawfully be excluded.
15. Corporate recourse and protected persons
Carrier agrees that its contractual recourse is against Amparo Freight as a corporation only. To the fullest extent permitted by law, Carrier releases and will not pursue Amparo Freight’s directors, officers, employees, shareholders, and agents personally for a corporate obligation under this agreement. This does not exclude liability for a person’s own fraud or wilful misconduct or any liability that cannot lawfully be excluded. Those protected persons are intended third-party beneficiaries of this clause and may enforce it.
16. Limitation of broker liability
To the fullest extent permitted by law, Amparo Freight is not liable for indirect, incidental, special, punitive, or consequential loss, including lost profit or business interruption. Amparo Freight’s aggregate contractual liability to Carrier for a shipment will not exceed the undisputed brokerage charge payable to Carrier for that shipment, except for Amparo Freight’s fraud or wilful misconduct or liability that cannot lawfully be limited.
17. Term, suspension and survival
This agreement continues until terminated by either party on written notice. Amparo Freight may immediately suspend or terminate Carrier for safety, authority, insurance, fraud, re-brokering, customer-protection, confidentiality, or material compliance concerns. Termination does not affect accepted shipments or provisions concerning payment disputes, cargo claims, confidentiality, customer protection, indemnity, protected persons, records, remedies, or governing law, all of which survive as applicable.
18. Governing law and forum
This agreement is governed by Ontario law and the applicable federal laws of Canada, without displacing mandatory law governing transportation performed elsewhere. Subject to any mandatory forum rule, the parties attorn exclusively to the courts located in Ontario for disputes arising from this agreement.
19. Electronic records
The parties consent to electronic contracting. The typed signature, required acknowledgements, agreement version, submission timestamp, IP address, user-agent information, and stored record are intended to identify the signer, authenticate this agreement, and be retained as evidence of acceptance.
20. Entire agreement; order of precedence
This agreement and each applicable rate confirmation contain the parties’ understanding for carrier services and replace prior discussions on the same subject. A rate confirmation controls only for shipment-specific commercial terms it expressly changes and does not waive the no re-brokering, confidentiality, customer-protection, indemnity, or protected-person provisions unless an amendment expressly names the provision and is signed by Amparo Freight. If any provision is unenforceable, it will be limited to the minimum extent necessary and the remainder will continue. A waiver must be in writing and applies only to the stated instance.
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