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B2B Commercial Logistics Services Agreement • Effective Date: June 18, 2026
Customize your organization parameters to view live localized compliance and regulatory mappings under this agreement.
This document is verified and signed by Basil360 Global Compliance Counsel. Subject to automatic regulatory updates.
Please read this B2B Commercial Logistics Services Agreement (the "Agreement") carefully before utilizing the Basil360 carrier dispatch, routing, loadboard, and telematics-integration platform (the "Platform"). By logging into, connecting an ELD data feed, or executing any commercial shipping load through the Platform, you ("Client" or "Carrier") agree to be fully bound by these Terms of Service. These terms constitute a legally binding contract between Basil360 Logistics Solutions Inc. and your corporate operating entity.
This Agreement governs the relationship between Basil360 and commercial logistics entities operating in the United States and Canada. By accessing our enterprise dispatch system, you warrant that: (i) you possess the active corporate and regulatory credentials (including US DOT / MC registrations or provincial transport permits) necessary to operate commercial carrier services; and (ii) you are acting strictly in a commercial B2B capacity.
Dual-Nation Signatory Framework: To ensure absolute adherence to local jurisdictional law, your contract signatory entity is determined by your primary operational domicile. United States operations contract directly with Basil360 USA Inc., a Delaware corporation, while Canadian operations contract directly with Basil360 Canada Inc., an Ontario corporation. Local regulations (including tax, reporting, and electronic transport logging mandates) are applied programmatically based on this domicile.
Basil360 hereby grants you a limited, non-exclusive, non-transferable, revocable, non-sublicensable right to access the cloud-based dispatch and route-optimization engine for active commercial fleet operations.
All billing, subscription fees, dynamic route transaction costs, and add-on processing fees are assessed programmatically in accordance with the corporate domiciliation:
Net-7 to Net-60 Payment Timelines:
Standard monthly SaaS subscriptions and dynamic pay-per-route options are issued on the 1st of each calendar month under a default Net-7 timeline (due seven days from invoice issuance). Large fleet carriers or logistics brokerage providers may negotiate customized contract billing terms, with maximum limits capped at Net-60 (due sixty days from issuance) subject to credit approval and corporate cash-reserve audit.
⚠️ ARREARS AND SUSPENSION: Accounts remaining unpaid five (5) days past their designated Net timeline will incur an automatic 1.5% late fee per month. Unpaid accounts exceeding ten (10) days past due will trigger automatic temporary suspension of dispatch APIs, driver dispatch notifications, and ELD monitoring sync until the account balance is settled in full.
Basil360 facilitates synchronization with onboard Electronic Logging Devices (ELD) to track vehicle coordinates and Hours of Service (HOS). The carrier is the sole "operator" of the commercial vehicle and bears total regulatory liability for safety compliance under local laws.
For carrier entities executing routes within the United States, Basil360 supports the Federal Motor Carrier Safety Administration (FMCSA) ELD standards. It maps status streams to US HOS guidelines (e.g., the 11-hour driving limit, 14-hour duty limit, and 30-minute rest break rules).
For carrier entities executing routes within Canadian provinces, Basil360 integrates with Transport Canada's certified ELD systems. It enforces Canadian Hours of Service rules (including Cycle 1 70-hour/7-day and Cycle 2 120-hour/14-day limits).
ELD Telemetry & HOS Data Retention Rules:
In absolute compliance with federal safety regulations across both jurisdictions, Basil360 maintains a secure, isolated database partition of driver hours of service data and vehicle GPS coordinates:
This Agreement utilizes a dual governing law framework to align with your corporate headquarters and regional transport authority. Dispute resolution escalations are structured through specific legal channels depending on your signatory entity.
Governing Law: Governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to conflict of law principles.
Escalation Path: Any dispute, controversy, or claim arising out of this contract shall be referred to and finally resolved by binding arbitration administered by JAMS in accordance with its Commercial Arbitration Rules, held in Wilmington, Delaware.
Governing Law: Governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
Escalation Path: Both parties irrevocably consent to the exclusive jurisdiction and venue of the courts of the City of Toronto, Province of Ontario, Canada, for the adjudication of any legal actions or regulatory filings.
Mandatory Mutual Consultation Period:
Before initiating any formal lawsuit, court filing, or arbitration proceedings, both parties agree to undergo an active thirty (30) day mutual executive consultation period. Corporate officers from both Basil360 and your corporate entity must meet in good faith (virtually or in person) to review, negotiate, and attempt to resolve the dispute amicably.
Platform \"As Is\" Warranty: Basil360 provides software-as-a-service on an \"as is\" and \"as available\" basis. While we strive to achieve 99.9% uptime, we make no representation, warranty, or guarantee that: (i) our dynamic routing calculations will prevent traffic-related delays; (ii) our load matching algorithms will guarantee profitability; or (iii) our platform integrations with Samsara or other ELD telematics providers will be 100% error-free.
Limitation of Liability Caps:
Under no circumstances shall Basil360, its parent company, or its affiliates be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, including but not limited to loss of cargo, truck lease liabilities, fuel surcharges, driver downtime penalties, or freight brokerage losses.
MAXIMUM DAMAGES CAP: In any event, the total combined cumulative liability of Basil360 under this Agreement is strictly capped at and shall not exceed the total aggregate subscription fees paid by you to Basil360 during the three (3) month period immediately preceding the event giving rise to the claim.