Welcome to Drayage Specialist, a division of FR8 Company, LLC (“DS”). By using our services, you agree to the following Terms of Service (“Agreement”). Please read this document carefully. If you do not agree with these terms, you may not use our services.
Drayage Specialist Terms of Service
1. Services Provided
Drayage Specialist (“DS”) offers professional staffing and related services as outlined in your service agreement. Our services include recruiting, screening, and managing personnel to meet your operational needs.
2. PAYMENT
- All payments must be made via an accepted payment method, such as credit card, ACH Direct Debit, or wallet payment.
- Services are billed every four (4) weeks and must be paid in advance.
- A valid payment method is required to process payments. By providing your payment details, you authorize DS to charge the specified payment method for the agreed-upon fees.
Fee Adjustments: - DS reserves the right to adjust subscription fees upon 30days’ prior written notice to the Client. Continued use of the service after the notice period constitutes acceptance of the new fee structure.
- At the anniversary of this Agreement, and each 12-month period there after, the monthly fee per Assigned Service Provider shall increase by 3.5%.
- Late payments may result in service suspension and incur a 2% monthly late fee or the maximum amount allowed by law.
Default and Remedies:
In the event of non-payment, DS may pursue remedies available under the law, including but not limited to suspending services, imposing late fees, or recovering costs incurred for collection efforts, including attorney fees.
Chargebacks:
By accepting these terms, the Client agrees to resolve any payment disputes directly with DS. Unwarranted chargebacks may result in immediate service suspension and additional fees to cover administrative costs.
3. Responsibilities
DS Responsibilities
- Recruiting and managing service providers.
- Ensuring compliance with legal requirements, including payroll taxes and employment authorization.
- Providing a safe working environment for service providers.
Client Responsibilities
- Timely communication about service needs.
- Providing a safe and compliant workspace for service providers.
- Not directly engaging service providers for additional work outside the agreement without prior consent.
- Client-Supplied Information: The Client is solely responsible for providing accurate and complete information necessary for DS to perform its services. DS is not liable for delays, errors, or failures resulting from incorrect, incomplete, or untimely information supplied by the Client.
- Local Compliance: The Client is responsible for ensuring compliance with local laws and regulations, including but not limited to labor laws, taxation, and employment requirements, in jurisdictions where the services are used or delivered.
- Acknowledgment of Risks: The Client acknowledges and assumes all risks inherent to their business operations and agrees that DS shall not be liable for damages arising from such risks, except as explicitly stated in this Agreement.
- Client Representations: The Client represents and warrants that they will comply with all applicable laws, rules, and regulations in connection with their use of DS’s services.
4. Confidentiality
Both parties agree to maintain the confidentiality of shared proprietary information, including customer lists, pricing, and operational methods. Unauthorized use or disclosure of confidential information is strictly prohibited.
Remedies for Breach: In the event of a breach of confidentiality, DS shall be entitled to equitable relief, including injunctions and specific performance, in addition to any other remedies available under law.
5. Indemnification
- DS agrees to indemnify the Client for damages caused by DS’s gross negligence or willful misconduct.
- The Client agrees to indemnify DS for claims arising from the Client’s negligence or breach of this Agreement.
6. Dispute Resolution
Any dispute arising under or related to this Agreement shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. Arbitration shall take place in Orlando, Florida, and the arbitrator’s decision shall be final and binding.
- Scope of Arbitration: The arbitration clause applies to any and all disputes arising from or related to this Agreement, including claims arising before its execution or after its termination.
- Class Action Waiver: The Client agrees to resolve any disputes individually and waives the right to participate in a class action, collective action, or similar proceeding against DS.
7. Limitations of Liability
- Neither party will be liable for indirect, incidental, or consequential damages, including loss of profits or data, arising out of the use or inability to use the services provided.
- Disclaimer of Warranties: DS disclaims all implied warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. DS provides its services “as is” and “as available.”
- Third-Party Services: DS shall not be liable for interruptions, failures, or damages caused by third-party vendors or systems, including but not limited to payment processors, internet providers, or software platforms.
- Waiver of Consequential Damages: In no event shall DS be liable for any consequential, special, indirect, or punitive damages, even if advised of the possibility of such damages.
8. Use of Artificial Intelligence (AI)
Drayage Specialist (“DS”) utilizes Artificial Intelligence (“AI”) technologies to enhance the quality, efficiency, and delivery of its services. By engaging with our services, you acknowledge and agree that:
AI-Assisted Processes
AI may be used in areas such as recruiting, screening, workforce optimization, and data analysis to improve service delivery.
Decision Support
AI technologies support decision-making and are overseen by qualified professionals to ensure accuracy, fairness, and compliance with applicable regulations.
Data Handling
Any data processed by AI systems will be handled in compliance with applicable privacy laws and the terms outlined in the Data Protection and Privacy section of this Agreement.
Limitations of Liability
While AI tools are used to enhance services, DS does not guarantee error-free performance of these technologies. DS shall not be held liable for decisions or recommendations made based on AI outputs, provided they are within the scope of this Agreement.
Ethical Commitment
DS is committed to the ethical and responsible use of AI.
Our systems are regularly monitored and updated to align with best practices, industry standards, and evolving legal requirements.
9. Data Protection and Privacy
DS is committed to protecting your data. We will not share or sell your information to third parties without your consent, except as required to provide our services or comply with the law.
10. Termination of Services
- This Agreement remains in effect on a month-to-month basis unless terminated with a 30-day written notice.
- Opt-Out Notice: The Client must submit a written cancellation notice, via email or certified mail, to DS at least 30 days before the end of the service term. Notifications must include the account holder’s name, account number, and cancellation reason to be valid.
- If you decide to cancel our services, you will be charged once more for the following month before your subscription is fully canceled. This charge is necessary to comply with agreements with our team members and requirements from local Filipino labor laws. You may continue to use the subscription until the last day of that following month.
11. Penalties for Non-Compliance
Any breach of this Agreement, including but not limited to non-solicitation, non-compete, or misuse of intellectual property, will result in immediate termination of services and may subject the Client to a penalty fee equivalent to six (6) months of fees per Assigned Service Provider or $20,000 per violation, whichever is greater, in addition to other legal remedies available to DS.
12. Force Majeure
DS is not liable for delays or failures caused by circumstances beyond its reasonable control, including natural disasters, strikes, government actions, or other unforeseen events (“Force Majeure Events”). The Client remains responsible for any outstanding payments accrued prior to the Force Majeurehe Agreement without penalty. The Client remains responsible for any outstanding payments accrued prior to the Force Majeure Event.
13. No Third-Party Beneficiaries
This Agreement is intended solely for the benefit of the parties hereto and their permitted assigns. No third party shall have any rights to enforce any terms of this Agreement.
14. Change of Control
The Client must notify DS in writing within 30 days of any change in ownership, control, or business structure. DS reserves the right to terminate or renegotiate this Agreement under such circumstances.
14. Acceptance of Terms
By clicking “I Accept,” you confirm that this action constitutes a legally binding agreement equivalent to a handwritten signature and that you have read, understood, and agree to these Terms of Service.