1. Eligibility and accounts
You must be at least 18 years old and authorized to bind your business to enter into these Terms. You agree to provide accurate information and to keep any credentials confidential. You are responsible for activity under your account.
2. Description of services
- Shipping audit — review of carrier invoices to identify billing errors and recover eligible refunds.
- Carrier negotiation — analysis and renegotiation of small parcel agreements across UPS, FedEx, USPS, DHL, and Amazon Shipping.
- DHL Authorized Reseller — access to DHL Express rates through our certified reseller channel.
- 3PL/4PL, freight, software, and related services — as described on our website or in a separate signed agreement.
Specific deliverables, fees, and scope are governed by the applicable order form, statement of work, or service agreement. In the event of a conflict, the signed agreement controls.
3. Fees and payment
Fees are described in your applicable order form. Unless stated otherwise, fees are due within thirty (30) days of invoice. Past-due amounts may accrue interest at the lesser of 1.5% per month or the maximum permitted by law. You are responsible for all applicable taxes other than taxes on our net income.
4. Customer obligations
- Provide accurate carrier account information, invoices, rate sheets, and other data we reasonably need.
- Maintain valid agreements directly with your carriers; we do not assume liability for your underlying carrier contracts.
- Comply with applicable laws, carrier terms, and reasonable cooperation requests.
5. Rate estimates and forecasts
Rate estimates, savings projections, and audit findings are based on the data available to us and are not guarantees of actual results. Final rates, refunds, and savings depend on carrier acceptance, your shipping profile, and other factors outside our control.
6. Intellectual property
The website, our software, reports, methodologies, and content are owned by Kadima or our licensors and are protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable license to use them solely to receive the services. You may not copy, resell, reverse engineer, or create derivative works except as expressly permitted.
7. Confidentiality
Each party agrees to protect the other party's confidential information using reasonable care and to use it only as needed to perform under these Terms. This obligation survives termination.
8. Acceptable use
You agree not to: (a) interfere with or disrupt the services; (b) attempt to gain unauthorized access; (c) use the services to violate any law, infringe rights, or transmit malicious code; or (d) misrepresent your affiliation with any person or organization.
9. Third-party services
Our services interoperate with third-party carriers and platforms. Your use of those third-party services is governed by their own terms, and we are not responsible for their acts or omissions.
10. Disclaimers
EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION.
11. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES. OUR AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE FEES YOU PAID TO US FOR THE SERVICE GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS BEFORE THE CLAIM AROSE.
12. Indemnification
You agree to defend, indemnify, and hold harmless Kadima and its officers, employees, and agents from any third-party claims, damages, or expenses arising from your breach of these Terms, your data, or your use of the services.
13. Term and termination
These Terms remain in effect while you use the services. Either party may terminate for material breach not cured within thirty (30) days of written notice. Upon termination, your right to use the services ends, but accrued obligations and sections that by their nature should survive will survive.
14. Governing law and disputes
These Terms are governed by the laws of the State of New York, without regard to conflict-of-law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in New York County, New York for any dispute that is not subject to arbitration.
15. Changes to these Terms
We may modify these Terms from time to time. Material changes will be communicated by posting the revised Terms on this page and updating the "Last updated" date. Continued use of the services after the effective date constitutes acceptance.
16. Miscellaneous
These Terms (together with any signed agreement) are the entire agreement between the parties. If any provision is held unenforceable, the remaining provisions remain in effect. Our failure to enforce any right is not a waiver. You may not assign these Terms without our written consent.
17. Contact
Kadima Logistics
Email: legal@kadimalogistics.com
Phone: (800) 555-0199
These Terms are provided as a starting template and should be reviewed by qualified legal counsel before being relied upon for your specific business.