Terms & Conditions

Updated: November 23, 2025

These Terms and Conditions (“Terms”) govern the services provided by St. Paul Logistics, Inc. (hereinafter referred to as “St. Paul Logistics” or “Broker”) to its clients (hereinafter referred to as “Customer”). By engaging St. Paul Logistics for any services, the Customer agrees to these Terms.

1. Services Provided

St. Paul Logistics is a licensed freight property broker registered with the Federal Motor Carrier Safety Administration (FMCSA) (if applicable, insert MC number and USDOT number here). St. Paul Logistics is a broker, not a motor carrier, and does not provide the actual physical transportation of freight. St. Paul Logistics’ responsibility is limited to arranging for transportation with qualified, third-party motor carriers (hereinafter referred to as “Carrier” or “Suppliers”).

Services offered include:

• Standard Freight Brokerage Services
• Broker agrees to arrange for the transportation of the Customer’s freight by engaging the services of third-party, independent motor carriers (“Carriers”). Broker is a transportation broker only and not a motor carrier, freight forwarder, or common carrier, and does not provide the actual physical transportation of the freight. 
• Broker’s responsibility is limited to the selection and retention of Carriers that hold the proper operating authority and insurance coverage as required by applicable law and these T&C.
• Broker does not exercise or retain any control or supervision over any Carrier, its operations, employees, or contractors, nor does Broker assume possession of the freight.
• Broker reserves the right to refuse any shipment at its sole discretion. 

• Cold Chain Logistics (temperature-controlled transport)

• Temperature Control: Provider will use commercially reasonable efforts to maintain the agreed-upon temperature range specified in the Service Agreement or documentation (“Specified Temperature”).
• Carrier Status: When acting as a broker arranging transportation, the Provider is not the actual carrier. When utilizing its own assets (warehousing or transportation), the Provider acts as a logistics provider subject to these T&C.
• Documentation: The Customer must clearly communicate the required temperature range in writing for every shipment/storage request. 
• High-Class/Private Security Transports

Provider agrees to furnish trained, licensed, and credentialed personnel and suitable, well-maintained vehicles to provide secure transportation services (“Services”) as detailed in an agreed-upon Service Agreement or Assignment Order. 

• Service Limitations: Provider offers executive protection transportation services. The Provider does not warrant or guarantee that the Services will prevent any incident, loss, theft, damage, or injury (including death). The Provider has not provided security consultation regarding appropriate levels of security unless explicitly stated otherwise in the Service Agreement.
• Provider Discretion: All security measures, routes (including primary and alternate), and operational decisions are at the sole discretion of the Provider’s security personnel to ensure the safety and security of the Client and their assets.
• Modification of Services: Any requested changes to the agreed-upon scope of services must be communicated in writing and are only effective upon the Provider’s written approval. 

2. Customer Obligations

The Customer is solely responsible for:

• Accurate Information: Providing timely and accurate descriptions of all commodities, including weight, piece count, dimensions, and any high-value, special handling (e.g., temperature requirements), or security needs prior to shipping.
• Packaging and Loading: Ensuring all goods are properly and safely packaged, marked, blocked, braced, and secured for transport. For cold chain services, this includes verifying the Carrier’s equipment is in an appropriate sanitary and functional condition for transporting perishable goods.
• Compliance: Ensuring all shipments comply with all applicable federal, state, and local laws, rules, and regulations
• Providing accurate and complete descriptions of the cargo, including dimensions, weight, and any special handling or security requirements (e.g., hazardous materials, temperature control, high value). All hazardous materials must be properly disclosed and documented according to applicable laws and regulations.
• Properly marking, packing, and labeling cargo so it can safely endure ordinary handling in transit.
• Ensuring the Carrier has access to the necessary facilities for safe loading and unloading and maintaining those facilities in a safe condition.
• Prompt payment of all invoices without offset. 
• Compliance: Ensure that all activities conducted during the service are in compliance with all applicable federal, state, and local laws and regulations.
• Safety: Maintain a safe environment at all pickup and drop-off locations to the best of their ability. 

3. Temperature Monitoring and Deviations

• Monitoring Devices: The use of temperature recording devices (data loggers) is highly encouraged. If the Customer provides a device, it must be properly installed and accessible for download upon arrival.
• Provider Monitoring: Provider will monitor temperatures using standard internal equipment.
• Temperature Deviations: Customer must notify Provider of any alleged temperature deviation or related claim within 24 hours of delivery or discovery of the issue. Failure to notify within this period may jeopardize the claim. 

3. Payment and Charges

• Invoicing: All charges are payable in U.S. Dollars, due within [Insert Number, e.g., 15, 30] days from the invoice date, subject to credit approval.
• Late Fees: Any past-due amounts shall accrue interest at a rate of 1.5% per month (or the highest rate permitted by applicable law, whichever is less).
• Additional Charges: Customer is responsible for any accessorial charges imposed by the Carrier that were unanticipated at the time of the initial rate agreement due to inaccurate or incomplete information provided by the Customer.
• Collections: Customer is liable for all expenses, including reasonable attorney fees, St. Paul Logistics incurs in collecting past-due invoices.
• Rates: Customer will pay the rates and charges set forth in the load confirmation, rate agreement, or as otherwise agreed for services provided by Broker.
• Invoicing and Payment Terms: Broker will invoice the Customer upon delivery or completion of the service. Customer agrees to pay all invoices within thirty (30) days of the invoice date without deduction or setoff.
• Late Fees: Any unpaid balance will be subject to a monthly interest charge of one percent (1%) or one and a half percent (1.5%) (or the maximum allowed by law, if less) on the past due amount.
• Additional Charges: Customer is responsible for any accessorial charges imposed by the Carrier that were not anticipated at the time of the original quote (e.g., detention, lumper fees, re-delivery charges).
• Collection Costs: Customer agrees to pay all expenses, including reasonable attorney’s fees and court costs, that Broker incurs in collecting its rates and charges. 

4. Limitation of Liability and Cargo Claims

As a broker, St. Paul Logistics is not liable for cargo loss, damage, expense, or delay, except for its own negligence. Liability for cargo loss or damage generally rests with the selected Carrier, often under the Carmack Amendment. Cargo claims must be filed within nine months of delivery. St. Paul Logistics is not liable for special, incidental, or consequential damages.

• Broker Liability: Broker has no liability for cargo loss, damage, or shortage, as the actual transportation is performed by third-party Carriers. The Customer’s sole remedy for cargo claims is against the Carrier.
• Carrier Liability: Broker will require the Carrier to assume liability for cargo loss or damage as provided for in 49 U.S.C. § 14706 (the Carmack Amendment), which is typically limited to a certain amount per shipment (commonly $100,000, as specified in the specific load confirmation).
• Filing Claims: Customer must file all cargo loss or damage claims with the Carrier (or through the Broker for assistance) within nine (9) months from the date of delivery, or expected delivery date in the event of non-delivery.
• Damages Exclusions: In no event will Broker or the Carrier be liable for special, incidental, or consequential damages (e.g., loss of business, production, or profits) for any reason whatsoever, including delay in delivery.
• Bills of Lading: Any terms and conditions on a Bill of Lading (BOL) will not supplement, alter, or modify these T&C, and the BOL will function solely as a receipt of goods.

5. Confidentiality and Data Protection

St. Paul Logistics is committed to protecting client and supplier data. Data is collected and used solely to arrange transportation and fulfill contractual obligations. Data is minimized and protected with security measures. Data is shared with third parties (Carriers and partners) only as needed for services, with contractual protections in place. Customers and Suppliers retain control over their data, with rights like access and deletion where applicable by law. Affected parties will be notified of data breaches without undue delay. St. Paul Logistics does not sell or rent data for unrelated commercial purposes.

5. Insurance

Broker shall ensure that all selected Carriers maintain insurance coverage with limits no less than: 

• Auto Liability: $1,000,000 per occurrence.
• Cargo Liability: $100,000 per occurrence (or higher as specified in the load confirmation).
• Workers’ Compensation: Statutory limits. 

Liability and Claims 

• Limitation of Liability (Transportation):
  • When acting as a broker, liability rests with the underlying Carrier (typically subject to the Carmack Amendment).
  • When using Provider’s assets, liability for physical loss or damage to goods due to the Provider’s negligence is limited to

[𝐴𝑚𝑜𝑢𝑛𝑡,𝑒.𝑔.,0.50]𝑝𝑒𝑟𝑝𝑜𝑢𝑛𝑑𝑝𝑒𝑟𝑝𝑎𝑐𝑘𝑎𝑔𝑒,𝑜𝑟𝑎𝑚𝑎𝑥𝑖𝑚𝑢𝑚𝑜𝑓

[Amount, e.g., $100,000] per shipment, whichever is less, unless otherwise agreed in writing prior to shipment.

• Limitation of Liability (Warehousing): Liability for loss or damage is limited to

[𝐴𝑚𝑜𝑢𝑛𝑡,𝑒.𝑔.,0.20]𝑝𝑒𝑟𝑝𝑜𝑢𝑛𝑑𝑜𝑟𝑎𝑚𝑎𝑥𝑖𝑚𝑢𝑚𝑜𝑓

[Amount, e.g., $20,000] per occurrence, unless specific higher values are declared in advance.

• Exclusions: Provider is not liable for loss or damage caused by:
  • Acts of God, public enemy, public authority, or inherent vice or nature of the goods.
  • Defective packaging or improper pre-cooling by the Customer.
  • Failure of Customer-supplied temperature monitoring devices.
  • Power outages outside the Provider’s direct control (if warehoused).
• Waiver of Consequential Damages: Provider is never liable for indirect, incidental, punitive, or consequential damages, including but not limited to lost profits, loss of sales, or market loss, regardless of the cause.
• Filing Claims: All claims for loss or damage must be filed in writing with the Provider within nine (9) months of delivery (or expected delivery). 

6. Indemnification

The Customer agrees to indemnify St. Paul Logistics against claims, damages, fines, and expenses (including attorney fees) resulting from the Customer’s breach of these Terms, negligence, legal violations, or failure to provide accurate information.

Customer agrees to indemnify, defend, and hold harmless Broker from any and all claims, damages, losses, or judgments arising from the Customer’s breach of these T&C, negligence, or violation of applicable laws and regulations. 

6. Force Majeure (esp for security end of business)

The Provider shall not be held responsible for damages, delays, or failure to perform its obligations if such failure or delay is the result of an act of God, war, terrorist activity, labor dispute, government sanction, civil disorder, or any other circumstance substantially beyond the Provider’s control.

8. Non-Solicitation of Personnel esp for security end of business)

During the term of this agreement and for twelve (12) months following its termination, the Client agrees not to directly or indirectly solicit or hire any of the Provider’s employees or contractors who performed services under this agreement without the Provider’s written consent, or pay a stipulated fee (e.g., $10,000 per employee). 

7. Governing Law and Dispute Resolution

These Terms are governed by the laws of Colorado and the U.S.. Disputes will be resolved through binding arbitration in Denver, Colorado.

These T&C shall be governed by and construed in accordance with the laws of the State of [State where Broker is located], except to the extent that Federal law (e.g., the Carmack Amendment) is applicable. Any dispute arising out of or related to these T&C or services provided will be resolved through good faith negotiation, and if unsuccessful, by arbitration in [City, State], or by a court of competent jurisdiction. 

8. Term and Termination

This agreement will remain in effect for one (1) calendar year from the effective date and will automatically renew for subsequent annual terms unless either party provides at least thirty (30) days’ written notice of non-renewal. Either party may terminate this agreement for cause with written notice. 

9. Confidentiality and Non-Solicitation

• Confidentiality: Both parties agree to protect each other’s confidential and proprietary information (e.g., financial data, customer lists).
• Non-Solicitation: During the term of this agreement and for a period of twelve (12) months following termination, the Customer agrees not to directly solicit or engage the services of any Carrier introduced to the Customer by the Broker without the Broker’s prior written consent.