Terms of Service

These Terms of Service (the “Terms”) are an agreement between Binnacle Corporation (“Binnacle”, “we”, “us”) and the company or other legal entity that creates a Freight Finance OS account (“Customer”, “you”). They govern your use of Freight Finance OS, the website at freightfinanceos.com, and related services (together, the “Service”).

By creating an account, starting a free trial or using the Service, you agree to these Terms. If you accept them on behalf of a company, you confirm that you have authority to bind that company. If you have a signed order form or master agreement with us, that document controls where it conflicts with these Terms.

Freight Finance OS is software for freight brokers, 3PLs and shippers. It helps you invoice against contracted rates, manage exceptions and disputes, pay carriers, collect from customers, match remittances, reconcile, and export to your accounting system.

We are not a bank and we do not buy your invoices. Money movement is carried out by our payment and banking partners (for example Stripe and Wise) under their own terms, which you accept when you connect them. We are not a party to your contracts with your customers or carriers, and we do not guarantee that any party will pay.

We may change or improve the Service over time. If we remove a feature you rely on in a way that materially reduces the Service, we will give you reasonable notice.

You are responsible for the people you invite to your account and for everything done under it, including payments your users approve or release. Keep login credentials and API keys confidential, use multi-factor authentication for users who can move money, and tell us promptly at [security contact email] if you suspect unauthorized access.

You must give accurate account and company information, keep it current, and be at least 18 years old. The Service is for business use only.

New accounts get a 60-day free trial of the plan they choose. No payment method is required to start. During the trial you are not charged the subscription fee, the platform fee on GMV, overage fees or payment processing costs.

Before the trial ends we will remind you in the app to add a payment method. If you add one, your subscription starts automatically when the trial ends and you are billed from then on. If no payment method is on file when the trial ends, access to the Service is suspended until you add one. Your data is kept during the suspension (see “Termination” below for how long), and adding a payment method restores access.

Each company is entitled to one free trial.

After the trial, you pay:

• A monthly subscription fee for your plan, billed in advance.
• A platform fee on the gross merchandise value (GMV) you settle through the Service each calendar month: 0.20% on the first $1 million, 0.10% on volume from $1 million to $5 million, and 0.05% on volume above $5 million. Each rate applies only to the volume inside its band.
• An overage fee of $4.00 per invoice processed above your plan’s monthly allowance (Enterprise plans have no allowance limit).
• Payment processing costs charged by our payment partners for the money you move, passed through at cost.

Current plan prices and allowances are shown in the app under Settings → Billing. Usage fees are added to your next subscription invoice. Fees are charged to your payment method on file through Stripe, are in US dollars, exclude taxes (which you are responsible for), and are non-refundable except where the law requires otherwise or we state otherwise in writing.

If a payment fails we will retry it and notify you. If it remains unpaid, we may suspend the Service until it is paid. We may change our prices with at least 30 days’ notice; the change applies from your next billing period after the notice.

You own the data you and your users put into the Service, such as shipments, rates, invoices, documents, counterparty and bank details (“Customer Data”). You give us permission to host, process and transmit Customer Data only as needed to provide, secure and support the Service, to meet legal obligations, and as you direct (for example when you connect an accounting system or a payment partner).

We do not sell Customer Data. We may use aggregated data that does not identify you or any person to operate and improve the Service. Our Privacy Policy explains how we handle personal information.

You are responsible for having the rights and consents needed to give us Customer Data, and for its accuracy, including payment instructions and bank details you enter or approve.

You agree not to:

• use the Service for fraud, money laundering, or payments to sanctioned parties or in breach of any law;
• send payments you are not authorized to make;
• access another customer’s data, probe or bypass our security, or overload the Service;
• copy, resell or reverse engineer the Service, except as the law allows;
• upload malware or content you have no right to share.

We screen counterparties against sanctions lists and may hold, decline or report transactions where the law requires. We may suspend access that we reasonably believe breaks these rules or puts the Service, other customers or the public at risk, and we will tell you why unless the law prevents it.

The Service connects to services you choose, such as QuickBooks, NetSuite, Plaid, Stripe and Wise. Your use of them is governed by their terms. We are not responsible for their availability or for what they do with data you share with them, but we will tell you which connections are active in your account.

We work to keep the Service available and to fix problems quickly, but it may occasionally be unavailable for maintenance or reasons outside our control. Support is available by email at [support email]. Enterprise plans may include a separate service-level agreement.

Binnacle owns the Service and everything we provide as part of it, other than Customer Data. Subject to these Terms and payment of fees, we give you a non-exclusive, non-transferable right to use the Service for your internal business during your subscription. If you send us feedback, we may use it without obligation to you.

Each party will protect the other’s non-public business information with reasonable care and use it only to perform under these Terms. This does not cover information that is public, already known to the receiving party, independently developed, or that must be disclosed by law (with notice where allowed).

You can cancel at any time in Settings → Billing; cancellation takes effect at the end of the current billing period, and usage fees for that period remain payable. We may end these Terms if you materially breach them and do not fix the breach within 30 days of notice, or immediately where required by law or a payment partner.

After your account ends or is suspended for non-payment, you can request an export of your Customer Data for [30] days. After that we delete it, except records we must keep by law (for example payment, ledger and audit records, which we keep for up to seven years).

Except as expressly stated in these Terms, the Service is provided “as is” and “as available”. To the extent the law allows, we disclaim all implied warranties, including merchantability, fitness for a particular purpose and non-infringement. The Service does not provide legal, tax or accounting advice; review its output before relying on it.

To the extent the law allows, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or data, even if advised of the possibility.

Each party’s total liability arising out of these Terms is limited to the fees you paid us in the 12 months before the event giving rise to the claim. These limits do not apply to your payment obligations, a party’s indemnity obligations, or liability that cannot be limited by law.

You will defend and indemnify Binnacle against third-party claims arising from Customer Data, payments you or your users initiate or approve, or your breach of these Terms or the law. We will defend and indemnify you against third-party claims that the Service, as we provide it, infringes their intellectual property rights.

We may update these Terms. For material changes we will give at least 30 days’ notice by email or in the app before they take effect. If you continue to use the Service after that, the updated Terms apply.

These Terms are governed by the laws of [State], without regard to its conflict-of-law rules, and the courts in [County, State] have exclusive jurisdiction. Neither party may assign these Terms without the other’s consent, except to a successor in a merger or sale of substantially all of its business. If any provision is unenforceable, the rest remain in effect. These Terms, and any order form, are the entire agreement on this subject.

Questions about these Terms: [legal contact email], Binnacle Corporation, [mailing address].