Application. These Minimum Carriage Terms (“Schedule A”) apply only to a confirmed Order for transportation of goods through the Platform. They form part of the direct agreement between the Customer and the Provider, together with the confirmed Order record, accepted Service Conditions and applicable Order Terms. Schedule A must be made available and affirmatively accepted by each party at the booking stage applicable to that party under Platform Terms Sections 2.1, 3.3 and 7.2. Capitalized terms have the meanings given in the Platform Terms. Mandatory applicable law prevails. Ambry is not a party to the underlying Customer–Provider transportation agreement.
A1. Parties and actual legal roles:
The Customer acts as shipper or as a person duly authorized to arrange transportation on behalf of the shipper or consignee. The Provider acts in the legal capacity accurately disclosed for the relevant Service and Order, which may be as a motor carrier, freight broker, freight forwarder, 3PL or another intermediary. Where the Provider undertakes to carry the freight as a carrier, the Provider is responsible for the carrier obligations imposed by the accepted Order and applicable law. Where the Provider acts as an intermediary, the Provider is responsible for its actual intermediary obligations, and the performing carrier retains the obligations imposed on that carrier by law. A Platform label, verification indicator or acceptance of an Order does not alone change a party’s legal classification or automatically make an intermediary the carrier. The identity and role of the party actually performing carriage must be accurately disclosed where required by law or the accepted Order.
A2. Operating authority, performance and substitutions:
Each Provider must maintain the operating authority, licences, registrations, insurance and financial responsibility applicable to its actual role and the transportation undertaken. A Provider undertaking carriage as a carrier must perform under its own lawful operating authority, using legally authorized equipment and drivers, except for a substitution or other arrangement validly permitted under the accepted Order and applicable law. No Provider may conceal a transfer of performance responsibility, engage in unauthorized double brokering, or re-broker, reassign, subcontract or interline the shipment without the Customer’s prior informed written consent through the Platform where required by the applicable Provider Order Terms, together with all legally required authority and disclosures. Lawful, fully disclosed co-brokering or authorized subcontracting is not prohibited solely by its label. Any approved performing or substitute carrier must satisfy the requirements applicable to its role. Approval of a substitute does not release the original Provider from its own accrued or expressly assumed obligations, subject to applicable law.
A3. Shipping documents and Order record:
At pickup, the performing carrier must issue or execute a bill of lading or other legally sufficient shipping document identifying the carrier and the shipment, as required by applicable law. The parties shall ensure that reasonably available pickup and delivery records are accurately maintained. The confirmed Order record, including the agreed Service Conditions, is incorporated into the transportation documentation to the extent permitted by law. Subject to mandatory law and the document-priority rules in Platform Terms Section 2.2, a party may not unilaterally vary the accepted Order price, cargo-liability terms or other material conditions through pre-printed or subsequently issued shipping-document language. Any valid change requires the parties’ express agreement or another legally sufficient basis.
A4. Customer obligations and shipment information:
The Customer must have authority to tender the goods and must accurately disclose the commodity, quantity, weight, dimensions, declared value, pickup and delivery details, access requirements, and any special handling, temperature, security, customs or other material instructions. The Customer must properly classify, package, mark, label and document regulated or dangerous goods, provide all shipping papers and permits required by law, and tender such goods only where the selected Service expressly accepts them and carriage is lawful. Unlawful goods and undeclared dangerous goods must not be tendered. The Customer is responsible for loading and securing goods to the extent those tasks are assigned to it under the accepted Order and applicable law. The Customer must provide reasonably necessary cross-border documentation and disclose high-value or specialized cargo and any requested higher insurance or cargo-liability threshold before booking confirmation. These obligations do not displace any non-waivable duties of the carrier or another legally responsible party.
A5. Cargo liability and declared value:
Liability for loss of, shortage of, damage to or delay of goods rests with the party or parties legally responsible under the accepted Order and applicable transportation law, having regard to their actual roles. Where applicable, U.S. interstate carrier liability is governed by 49 U.S.C. § 14706 and related law; Canadian and cross-border carriage is governed by the applicable federal, provincial or other mandatory conditions of carriage. Any limitation of cargo liability is effective only if permitted by applicable law and properly disclosed in the Service Conditions and accepted by the Customer when confirming the booking, together with any additional legally required steps. An insurance limit or the Platform’s minimum Cargo Liability Insurance threshold is not, by itself, a limit of legal cargo liability or a guarantee of coverage. Cargo exceeding a disclosed liability limit or insurance coverage must be declared before pickup and accepted by the responsible Provider or carrier. Intermediary liability, if any, depends on applicable law and obligations validly undertaken; it is not established solely by the Provider label. Ambry does not provide or guarantee cargo insurance.
A6. Cargo claims and time limits:
A cargo claim must be directed in writing to the party or parties legally responsible for the alleged loss, shortage, damage or delay, within the periods prescribed by applicable law and any enforceable shipping document or accepted Order provision. The Customer should notify the responsible party of visible loss or damage when discovered and, where practicable, note it on the Proof of Delivery; failure to make an immediate notation does not extinguish non-waivable rights. Where 49 C.F.R. Part 370 applies, the carrier must acknowledge a properly filed claim within thirty (30) days and, within one hundred twenty (120) days after receipt, pay, decline or make a firm compromise offer, or provide the written status and subsequent updates required by that regulation while the claim remains pending. Other applicable claim-handling duties and deadlines remain controlling. The seventy-two-hour Platform Payment Dispute window is a separate administrative process and does not shorten, extend or extinguish any cargo-claim period or statutory remedy.
A7. Rates and accessorial charges:
The agreed transportation charge and any detention, layover, additional-stop, waiting-time, handling or other accessorial charge are payable only to the extent disclosed in the Service Conditions accepted before the relevant commitment or separately affirmatively agreed by the Customer and Provider through the Platform, and supported by reasonable evidence where applicable, such as time stamps or documented events. A Provider may not impose an undisclosed charge solely by issuing a revised invoice or shipping document. Ambry Platform Fees are separate from Provider Service charges and are governed by the Platform Terms and the applicable Order Terms.
A8. Pickup, delivery, records and Payment Disputes:
The performing carrier must use commercially reasonable efforts to meet the agreed pickup and delivery windows, subject to the accepted Order and applicable law, and deliver to the authorized consignee identified in the Order. The responsible Provider or carrier must obtain and make available reasonably authentic Proof of Pickup and Proof of Delivery and record any known shortage, overage, damage, exception or material delay. Upload and notification obligations are governed by the applicable Provider Order Terms and Platform procedures. For freight transportation Orders, the Customer’s seventy-two (72) consecutive-hour Payment Dispute period begins only after both Proof of Delivery and the related Platform notice have been made available, as provided in Platform Terms Sections 8.5 and 9.1. An administrative payment review concerns settlement only; it does not finally determine cargo liability or affect mandatory cargo-claim rights.
A9. Cancellations and changes:
A Request or unaccepted booking is not a confirmed Order. Before the Provider affirmatively accepts a Customer-confirmed booking, withdrawal or cancellation does not create an Order cancellation charge. For a confirmed transportation Order cancelled by the Customer before pickup, only the previously disclosed and accepted non-refundable Customer Platform Fee may apply under Platform Terms Sections 7.4 and 8.6 and the Customer Order Terms, subject to mandatory law. No separate carrier cancellation or truck-ordered-not-used charge applies through the MVP unless the Customer and Provider expressly accept a separately disclosed, lawful amendment for that Order. If the Provider cancels before pickup, the Customer is entitled to full release of uncaptured authorizations or refund of amounts captured for that Order, including Customer Platform Fees, subject to lawful processing and verification. A separately disclosed and accepted Provider cancellation-related Platform Fee may accrue under Platform Terms Section 8.6, but it is not automatically charged or deducted during the MVP. After pickup, self-service cancellation is unavailable; lawful changes or resolution require the parties’ agreement or applicable legal process. Cancellation does not automatically forfeit funds or extinguish accrued rights.
A10. Governing transportation law and disputes:
Transportation under a confirmed Order is governed by applicable mandatory federal, state, provincial, territorial and cross-border transportation law. To the extent a valid contractual choice is permitted and the Customer and Provider have not expressly agreed otherwise in writing, the otherwise applicable law of the state or province of pickup governs their transportation agreement. Any mandatory rule governing the actual movement, carrier, claim, bill of lading or limitation of liability prevails over an inconsistent contractual provision. Platform Terms Section 19 governs disputes with Ambry only to the extent applicable; it does not, by itself, impose Delaware law or the Ambry forum on a direct Customer–Provider cargo dispute.
A11. Geographic scope, independence and interpretation:
Schedule A applies to supported domestic freight transportation within the United States or Canada and supported cross-border transportation between those countries; transportation involving Mexico is outside the Platform’s stated geographic scope. No particular origin, destination, corridor or minimum route concentration is required. Customers independently select Services and Providers, and Providers independently accept or reject bookings. Ambry operates a technology marketplace and may facilitate booking, documentation, communications, administrative verification and supported payment instructions, but does not thereby become the contracting carrier, take custody of cargo or guarantee performance or insurance. Platform Terms Sections 13–16 and 24 remain applicable to Ambry and Platform use to the extent relevant and lawful, without displacing mandatory transportation duties or rights of the Customer, Provider or performing carrier. Nothing in this Schedule A creates a regulatory exemption or alters any legal classification determined by actual conduct and applicable law.