1.1 Scope. These Customer Order Terms govern the selection, booking, administration and performance of Services by an eligible Organization acting as a Customer through the Ambry Platform. They form part of the “Terms” defined in Section 2.1 of the Platform Terms. Capitalized terms not defined here have the meanings assigned in the Platform Terms.
‍1.2 Business use and authority. A Customer acts through duly authorized Users with appropriate Organization permissions. Creation of a personal User account does not, by itself, authorize commercial transactions or bind an Organization. The Platform is intended for business transactions only.
‍1.3 Transportation Orders and Schedule A. For each confirmed Order involving transportation of goods, the separately maintained Schedule A — Minimum Carriage Terms, Version 1.0, or the applicable successor version validly accepted by both parties, is incorporated by reference into these Customer Order Terms and forms part of the direct Customer–Provider transportation agreement.Before confirming a transportation booking, the Customer must have a reasonably conspicuous opportunity to access, review and retain these Customer Order Terms and Schedule A and must affirmatively accept both. A single affirmative acceptance action may cover both documents where Schedule A is clearly identified, accessible and expressly included in the acceptance language.The Customer and Provider must accept the same applicable version of Schedule A. If the version changes before both parties have accepted the booking, any party that accepted a different version must affirmatively accept the replacement before the Order is confirmed.Schedule A does not apply to non-transportation Services.
‍1.4 Priority and mandatory law. Mandatory applicable law and the document-priority rules in Platform Terms Sections 2.1–2.3 govern. These Customer Order Terms, the confirmed Order record, accepted Service Conditions and applicable Schedule A are read together. Nothing in these Customer Order Terms creates a separate limitation of Ambry’s liability or overrides mandatory transportation, payment or other legal rights.

2.1 Provider selection. Customers independently search for and select Services published by Providers. Providers independently establish their Service descriptions, rates, availability and Service Conditions.Ambry may display, rank, match or recommend Services and Providers based on available information and the requirements of a Customer’s Request. Such results are informational and non-binding. Ambry does not independently select or assign a Provider, require the Customer to accept a recommendation, establish Provider transportation rates or guarantee Provider performance.
‍2.2 Customer review. Before confirming a booking, the Customer is responsible for reviewing the information made available about the selected Service and Provider, including applicable credentials, insurance information where relevant, Service Conditions, charges, pickup and delivery requirements, disclosed cargo-liability limitations, accessorial charges and cancellation consequences.
‍2.3 Verification limitations. A verification indicator, insurance record, operating-authority document, search result, ranking, recommendation or published Service does not constitute Ambry’s certification, endorsement or guarantee of a Provider’s legal authority, insurance coverage, safety, reliability, suitability or performance.
Customers remain responsible for appropriate independent diligence, subject to applicable law.

3.1 Requests. A Request is a Customer’s registered search for a logistics Service. Creating, modifying or publishing a Request does not create a booking, confirmed Order or Order-related payment obligation.
‍3.2 Customer confirmation. After selecting a Service, the Customer must affirmatively confirm the proposed booking based on the disclosed Service Conditions, applicable charges and Order Terms.
‍3.3 Provider acceptance. The selected Provider independently decides whether to accept or reject the Customer-confirmed booking.An Order is formed only when:(a) the Customer has affirmatively confirmed the booking; and
(b) the Provider has separately affirmatively accepted it through the Platform.A Request, search result, Service listing, matching recommendation or payment authorization alone does not create an Order.
‍3.4 Direct agreement. The confirmed Order records the direct contractual agreement between the Customer and Provider. Ambry operates the technology marketplace and provides supported administrative and payment-processing functions but is not a party to the underlying Customer–Provider Service or transportation agreement.
‍3.5 Confirmed terms and changes. The confirmed Service description, accepted Service Conditions, agreed charges, applicable Order Terms and Schedule A, where applicable, govern the Order.Material changes to the accepted Service, price, cargo-liability conditions or other material terms require the parties’ affirmative agreement or another legally sufficient basis. Neither party may unilaterally impose a new material condition through a revised invoice or subsequently issued shipping document.

4.1 Accurate information. The Customer must provide accurate, complete and current information reasonably necessary for the selected Service.
For transportation Orders, the Customer must comply with Schedule A Section A4, including its requirements concerning commodity description, quantity, weight, dimensions, declared value, pickup and delivery details, access requirements and material handling, temperature, security, customs or other instructions.
‍4.2 Authority to tender goods. The Customer represents that it is the shipper or is duly authorized to arrange transportation on behalf of the shipper or consignee and to tender the goods described in the Order.
‍4.3 Restricted and specialized goods. The Customer must not tender goods whose transportation is unlawful, goods requiring permits that have not been obtained or undeclared dangerous goods.Dangerous goods, live animals, firearms and ammunition, cash, precious metals, jewellery, negotiable instruments and other specialized cargo may be tendered only where the selected Service expressly accepts the relevant goods and transportation is lawful.
The Customer must provide legally required declarations, classifications, packaging, markings, labels, shipping papers, permits and other documentation.
‍4.4 Loading, access and shipping documents. The Customer is responsible for loading and securing goods only to the extent those duties are assigned to it under the accepted Order and applicable law.
The Customer must provide reasonably necessary pickup and delivery access, shipment instructions and cross-border documentation where applicable. These responsibilities do not displace non-waivable duties of a carrier or another legally responsible party.
‍4.5 Material changes. The Customer must communicate material changes or inaccuracies affecting a confirmed Order through the available Order procedures. A material change does not automatically amend the Order or authorize an additional charge.

5.1 Disclosure of charges. Before the Customer confirms a booking, the applicable Provider Service charge, Customer Platform Fee, taxes and material cancellation consequences or calculation methods must be disclosed.Provider Service charges and Ambry Platform Fees are separate. Creating a Request alone does not incur an Order charge. No undisclosed Platform Fee applies.
‍5.2 Payment authorization. The Customer authorizes processing of the disclosed and accepted Order charges and any subsequent charges separately and affirmatively approved in accordance with the Terms.A payment authorization is not a captured payment, a payment guarantee or evidence that an Order has been formed.
‍5.3 Stripe payment arrangement. Supported payments are processed through Stripe Connect Express using the Separate Charges and Transfers arrangement described in Platform Terms Section 8.3.Ambry administers supported payment instructions within that arrangement. This does not independently establish an escrow, trust, separate Provider collection agency or guarantee of Provider performance.
‍5.4 Authorization and capture. Ambry may obtain a payment authorization in connection with booking and capture an authorized charge in accordance with the disclosed Order payment terms, Stripe requirements and applicable law.For freight transportation Orders, ordinary Service payment is intended to be captured following pickup, subject to payment availability and verification. Authorizations may expire and do not guarantee successful collection.
‍5.5 Accessorial charges. Detention, layover, additional stops, waiting time, handling and other accessorial charges are payable only to the extent disclosed in the accepted Service Conditions before the relevant commitment or separately affirmatively agreed by the Customer and Provider through the Platform, with reasonable supporting evidence where applicable, as provided in Schedule A Section A7.A revised invoice or shipping document alone does not establish an undisclosed charge.5.6 Taxes and currency. Each Organization is responsible for taxes applicable to its activities, subject to applicable law and the accepted Order. Ambry may collect taxes on its Platform Fees where required.During MVP, prices and payments are displayed in USD unless the Platform expressly displays another currency. Currency conversion, where applicable, is governed by the Payment Processor or card issuer under its applicable terms.
‍5.7 Refunds and reversals. Refunds, chargebacks, reversals, adjustments and related rights are governed by Platform Terms Sections 8.6–8.8 and 9, the accepted Order, processor requirements and mandatory law. No double recovery is permitted.

6.1 Before Provider acceptance. The Customer may withdraw a Request or cancel an unaccepted booking before the Provider affirmatively accepts it without an Order cancellation charge. Any related uncaptured authorization is released subject to Payment Processor procedures and processing times.
‍6.2 Customer cancellation after confirmation and before pickup. If the Customer cancels a confirmed freight transportation Order before pickup, only the previously disclosed and accepted non-refundable Customer Platform Fee may remain payable, subject to mandatory law.
Other uncaptured authorizations must be released and other captured amounts refunded as applicable. No separate carrier cancellation charge or truck-ordered-not-used charge applies through MVP unless the Customer and Provider expressly accept a separately disclosed, lawful amendment for that Order, consistently with Schedule A Section A9.
‍6.3 Provider cancellation before pickup. If the Provider cancels a confirmed transportation Order before pickup, the Customer is entitled to full release of uncaptured authorizations or refund of captured amounts for that Order, including Customer Platform Fees, subject to lawful processing and verification.
The Customer owes no Platform Fee for that cancelled Order.
‍6.4 After pickup. Self-service cancellation of a freight transportation Order is unavailable after pickup. Any lawful change, termination or resolution after pickup is governed by the accepted Order, Schedule A and applicable law.Cancellation does not automatically extinguish accrued rights, determine cargo liability or authorize forfeiture of funds.
‍6.5 Provider no-show. The Customer may report a Provider no-show when the agreed pickup window ends. No additional waiting period is required solely to submit the report.
A reported no-show is subject to reasonable verification before cancellation, refund or account action is determined. A report alone does not conclusively establish fault or automatically terminate the Order.
‍6.6 Non-transportation Services. Where a non-transportation Service is enabled, its cancellation and completion conditions must be separately disclosed and accepted before Order confirmation.

7.1 Shipment evidence. For freight transportation Orders, Proof of Pickup and Proof of Delivery are handled in accordance with Platform Terms Sections 8–9, Schedule A Section A8 and applicable Platform procedures.The Customer may review the shipment records made available for the Order.
‍7.2 Seventy-two-hour Payment Dispute window. The Customer may open a Payment Dispute during the seventy-two (72) consecutive hours beginning only when both Proof of Delivery and the related Platform notice have been made available to the Customer.Availability of Proof of Delivery without the related notice does not, by itself, start the review period.
‍7.3 Missing Proof of Delivery. If Proof of Delivery is unavailable, the Customer may contact support@ambry.io with the Order identifier and supporting information under Platform Terms Section 9.1.
‍7.4 Administrative payment review. A timely Payment Dispute may delay transfer of the disputed amount where technically and legally permitted. The Customer and Provider must cooperate in good faith and provide reasonably requested evidence. Where the parties cannot resolve the matter directly, Ambry may administer a payment review and direct an appropriate release, refund or partial adjustment under Platform Terms Section 9.2, subject to Stripe capabilities, available funds and applicable law.
‍7.5 Limited effect. An administrative Payment Dispute determination concerns payment administration only. It does not finally decide cargo liability, insurance coverage or other underlying legal rights and does not eliminate mandatory chargeback, cargo-claim or statutory remedies.Reconsideration is governed by Platform Terms Section 9.4.

8.1 Responsible parties. For freight transportation Orders, liability for cargo loss, shortage, damage or delay is determined by the accepted Order, Schedule A Sections A5–A6 and applicable law, having regard to each participant’s actual legal role.The legally responsible party is not necessarily the Organization identified as Provider on the Platform.
‍8.2 Cargo claims. Cargo claims must be directed in writing to the party or parties legally responsible within the periods required by applicable law and any enforceable transportation document or accepted Order provision.The seventy-two-hour Payment Dispute window does not shorten, extend or extinguish cargo-claim deadlines or non-waivable rights.
‍8.3 Insurance minimums. Under Platform Terms Section 24.2, a Provider undertaking physical freight transportation must maintain qualifying Cargo Liability Insurance covering its legal liability for cargo loss or damage, with a Platform minimum of:
·       CAD $100,000 per occurrence for a Canada-registered insured Provider Organization; or
·       USD $100,000 per occurrence for a United States-registered insured Provider Organization. Higher limits may apply under applicable law, an accepted Order or a requirement disclosed before the relevant commitment. Eligibility is assessed in the applicable jurisdictional currency under Platform Terms Section 24.3, not merely by a converted USD display amount.
‍8.4 Intermediaries and shipment-specific coverage. Brokers, freight forwarders, 3PLs and other intermediaries must maintain insurance and financial responsibility appropriate to their actual legal role. A carrier-specific minimum does not automatically classify an intermediary as a carrier or establish that it has cargo coverage.The Customer must disclose high-value or specialized cargo and any requested higher insurance or cargo-liability threshold before booking confirmation, consistently with Schedule A Sections A4–A5.
‍8.5 No insurance guarantee. Ambry does not provide or guarantee cargo insurance. An insurance certificate, recorded limit, converted display amount or verification indicator does not guarantee that a particular shipment or loss is covered. Insurance limits do not themselves establish contractual or statutory limits of cargo liability.

9.1 Shipping documents. For transportation Orders, the performing carrier must issue or execute legally sufficient shipping documents where required by law, in accordance with Schedule A Section A3.
The Customer must provide accurate shipment information and reasonably cooperate in maintaining required Order and shipping records.
‍9.2 Evidence and preservation. The parties must preserve reasonably relevant shipment, transaction and dispute evidence to the extent required by applicable law and the Terms.
Ambry may administer records and request reasonably relevant evidence in accordance with the Platform Terms, applicable privacy obligations and law.
‍9.3 Accepted conditions. A party may not impose a new price, cargo-liability limitation or other material condition solely through a bill of lading, invoice or document issued after Order confirmation, except where expressly agreed or otherwise legally effective under the accepted Order and applicable law.

10.1 Technology marketplace. Ambry facilitates discovery of Services, matching, booking, documentation, administrative verification and supported payment instructions.Ambry does not independently undertake transportation, select or assign a Provider, set Provider transportation rates, take custody of cargo, provide cargo insurance or guarantee performance. Actual legal classifications and non-waivable obligations are determined by applicable law and conduct.
‍10.2 Incorporated provisions. Platform Terms Sections 8–9, 13–16, 17, 19 and 20–24 apply to these Customer Order Terms to the extent relevant, as provided in Platform Terms Sections 2.2–2.3.The limitation of liability in Platform Terms Section 16 is a single aggregate limitation across the Terms, subject to its stated exceptions and mandatory law. These Customer Order Terms do not establish a separate or additional liability cap.
‍10.3 Customer responsibility and indemnification. The Customer remains responsible for its own representations, obligations and legally attributable acts or omissions.Indemnification, applicable exclusions and claim-handling procedures are governed by Platform Terms Section 14 and mandatory law.

11.1 Transportation law and disputes. Schedule A Section A10 governs the applicable transportation-law framework and direct Customer–Provider transportation disputes.Platform Terms Section 19 governs disputes involving Ambry only to the extent applicable and lawful. It does not independently impose Delaware law or an Ambry forum on a direct cargo dispute.
‍11.2 Amendments. Changes to these Customer Order Terms are governed by Platform Terms Sections 20.1–20.3.An amendment does not retroactively change the accepted price, cancellation consequences, cargo rights or other substantive obligations of an already confirmed Order.
‍11.3 Closed beta. During the commercial closed beta, approved Participants use the ordinary booking, Service, Stripe payment, cancellation and dispute procedures.The Commercial Closed Beta Participation Agreement governs beta application, approval, controlled access and related participation matters only. It does not create separate Order payment or carriage rules.
‍11.4 Electronic acceptance and evidence. These Customer Order Terms and Schedule A, where applicable, must be presented and affirmatively accepted in accordance with Platform Terms Section 3.3.Ambry may maintain appropriate electronic evidence of document identifiers, versions, content hashes, accepting Users, Organizations, timestamps, acceptance actions and Order confirmations, subject to applicable law and privacy requirements.Such records are rebuttable evidence and do not create an irrebuttable presumption of assent or authority.
‍11.5 Mandatory law. Nothing in these Customer Order Terms excludes, limits or waives any right or obligation that cannot lawfully be excluded, limited or waived.