Late-delivery Recovery Fee Agreement

This Recovery Fee Agreement (the "Agreement") governs the late-delivery reimbursement service provided by Logentic Technologies, Inc. ("Logentic") to the business identified in the applicable order form or Logentic workspace (the "Customer"). It supplements Logentic's general terms, privacy policy, order form, and any data-processing terms. If those documents conflict, the order form controls the agreed commercial values and this Agreement controls the recovery-service workflow, unless the order form expressly says otherwise.

The service covers eligible shipment evaluation, recovery-opportunity records, supporting evidence, claim preparation and handling when authorized, carrier-response tracking, credit reconciliation, and the related recovery fee. It does not make Logentic the carrier, owner of the carrier account, or owner of the Customer's reimbursement rights.

The Customer authorizes Logentic to evaluate shipment, tracking, manifest, invoice, service-level, and carrier-account data automatically to identify possible late-delivery recoveries. Evaluation may occur when data is imported or updated and through scheduled re-evaluation. The Customer does not need to request a separate review of each shipment.

Claim handling can include checking available eligibility evidence, assembling a claim package, submitting or supporting a request through an approved carrier channel, responding to routine carrier questions, recording a carrier decision, and reconciling an issued credit. Logentic may submit or communicate with a carrier only when that carrier and workspace are enabled for submission and the Customer has given the required separate authorization. A workflow that is marked assisted or manual remains a Customer action and is not submitted by Logentic.

The Customer appoints Logentic as its limited agent solely to perform the recovery activities described in this Agreement and enabled for the Customer's workspace. The Customer authorizes Logentic to access the connected carrier accounts and retrieve or provide the shipment records, tracking events, invoices, manifests, claim forms, correspondence, and credit evidence reasonably required for those activities.

This authority is non-exclusive, limited to the Customer's own accounts and data, and ends when the applicable connection or service is terminated, subject to authorized work already in progress and lawful record retention. Logentic may not change shipping rates, purchase transportation, accept a settlement outside the enabled workflow, redirect a carrier credit, waive a Customer right, or take any unrelated carrier-account action. Logentic may use vetted service providers to perform technical parts of the service, but may not expand the Customer's grant of authority through delegation.

The Customer represents that it is a business customer, owns or is authorized to administer each connected carrier account, may request the recoveries covered by the service, and has authorized the person accepting this Agreement to bind the Customer. The Customer also represents that its instructions and use of the service comply with law, its carrier agreements, and any account-specific restrictions.

The Customer must provide accurate and current legal, billing, tax, contact, carrier-account, shipment, tracking, invoice, manifest, service, payment, and claim information reasonably needed for the service. It must disclose negotiated carrier exclusions or amendments that may affect eligibility, keep the account in good standing, review material discrepancies, preserve supporting records, and promptly correct missing or inaccurate information. Logentic may rely on information supplied by the Customer or the carrier unless it has reason to believe that information is unreliable.

The Customer must use individual Logentic accounts, protect passwords and authentication factors, limit access to authorized personnel, and promptly notify Logentic of suspected unauthorized access or a compromised carrier connection. Carrier credentials, tokens, and payment details must be provided only through Logentic's approved secure flows and never through support messages, screenshots, or other unapproved channels.

Logentic will use reasonable administrative, technical, and organizational safeguards appropriate to the service. It may rotate or revoke tokens, pause a connection, require re-authentication, or restrict an operator when reasonably needed to protect the Customer, Logentic, a carrier, or the service. The Customer remains responsible for actions taken through its accounts until it notifies Logentic of a suspected compromise, except to the extent caused by Logentic's breach of its own security obligations.

A recovery finding is an operational assessment based on the data and rules available at the time. Eligibility can change because of missing scans, late or incomplete data, weather, customs, address or packaging issues, force majeure, peak-period suspensions, excluded services, filing deadlines, negotiated account terms, prior adjustments, or other carrier exceptions. The Customer's carrier contract governs its relationship with the carrier.

The carrier makes the final decision on eligibility, amount, form, and timing of any reimbursement. Logentic does not guarantee that a shipment is eligible, that a claim will be accepted, that a carrier will respond, or that an approved amount will be paid or remain credited. Estimated, submitted, and approved values are not proof that the Customer received a recovery.

The "Confirmed Net Recovery" is the value the carrier actually posted to the Customer's carrier account, returned to the Customer, or otherwise made available for the applicable shipment, less any verified reduction, offset, or reversal known before the fee is charged. A carrier credit may be cash, an account credit, or another form of value identified in the pricing document. An estimate, prepared claim, submitted claim, or unposted approval is not a Confirmed Net Recovery.

For each Confirmed Net Recovery, the "Success Fee" is calculated using only the components stated in the Customer's approved order form or pricing schedule: (a) the Confirmed Net Recovery multiplied by the agreed percentage component, plus (b) any agreed fixed component, subject to (c) any agreed minimum fee. Logentic rounds monetary amounts to the nearest cent and calculates in the currency of the verified recovery-fee configuration. No fee term is inferred from shipping markup or another unrelated charge.

Applicable taxes are added to the Success Fee or treated as included only as stated in the verified tax configuration and required by law. The Customer remains responsible for any valid sales, use, value-added, or similar tax, excluding taxes on Logentic's net income. Logentic will provide a fee record showing the shipment, Confirmed Net Recovery, agreed fee components, tax treatment, and total charged.

The Success Fee becomes chargeable only after Logentic has evidence of the Confirmed Net Recovery, the commercial and tax configuration is verified, and the Customer has authorized an eligible payment method. The Customer authorizes Logentic and its payment processor to charge that method off-session for the resulting amount. A charge may require additional authentication. If a payment fails, Logentic may notify the Customer, request another method or authentication, and retry the same amount using the same billing record; a retry does not create a second Success Fee.

If a carrier later reduces, reverses, offsets, or withdraws a Confirmed Net Recovery, the Customer must promptly provide the carrier statement or other supporting evidence. Once verified, Logentic will recalculate the affected Success Fee and record any required refund, credit, debit, or future adjustment under the pricing document and applicable law. A service complaint alone does not reverse a carrier credit or automatically require a refund, but nothing in this Agreement limits a refund or cancellation right that cannot lawfully be waived.

The Customer should contact support@getlogentic.com before initiating a payment dispute so the shipment, credit evidence, fee calculation, and any carrier reversal can be reviewed. This request does not restrict the Customer's good-faith chargeback rights. The parties will cooperate with the payment processor and provide accurate records. Logentic will not knowingly charge the same Success Fee again while the original chargeback is unresolved, except for a corrected amount that the Customer separately approves or that applicable payment rules permit after resolution.

Logentic may create and retain records of connected-account identifiers, rule versions, shipment evidence, evaluations, claims, carrier responses, credits, fee calculations, payment events, acceptance versions, and operator actions for the periods described in its retention practices or required by law. Each party may retain copies needed for security, billing, audit, legal, and dispute purposes.

The Customer agrees to receive service notices, claim updates, fee records, payment notices, approval requests, and Agreement changes electronically through the workspace or the current account contact. The Customer must keep its contacts current. Electronic records and signatures may be used to evidence the parties' actions to the extent permitted by law.

Each party will comply with the privacy and data-protection laws that apply to it. The Customer instructs Logentic to process shipment, recipient, contact, carrier-account, claim, credit, and billing information as needed to provide, secure, support, and improve the contracted service, subject to Logentic's privacy policy at https://www.getlogentic.com/privacy and any applicable data-processing terms.

The Customer is responsible for required notices and a lawful basis to provide personal information to Logentic and carriers. Logentic may use service providers bound by confidentiality, security, use, and retention obligations and may disclose information when required by law. Logentic will address cross-border processing, privacy-impact assessments, retention, deletion, and incident notification as required by applicable privacy law, including Quebec Law 25 and PIPEDA where applicable.

The Customer may stop future recovery activity by disconnecting the carrier connection or terminating the recovery service as allowed by the order form. Logentic may suspend evaluation, claim handling, carrier access, or charging when reasonably needed to protect an account, investigate misuse, address a security risk, comply with law or carrier requirements, resolve missing authorization or evidence, or address an overdue undisputed amount after reasonable notice when practicable.

Termination stops new activity but does not cancel a claim already transmitted, an earned Success Fee, an unresolved payment or carrier adjustment, or a record that must be retained. Logentic will complete, transfer, or stop authorized work in progress in a commercially reasonable manner. Provisions concerning payment, records, privacy, disclaimers, liability, indemnity, disputes, and other terms intended by their nature to continue will survive termination.

The recovery service depends on Customer data, carrier systems, payment networks, and third-party communications that Logentic does not control. Subject to obligations that cannot lawfully be excluded, the service and recovery findings are provided without a guarantee of uninterrupted availability, completeness, eligibility, claim success, credit timing, or a particular financial result.

Logentic is not responsible for a carrier's delivery performance, rule changes, account decisions, delayed or withdrawn credits, or the Customer's breach of carrier terms. These disclaimers do not excuse Logentic from obligations that applicable law imposes on it or from responsibility for its own fraud, wilful misconduct, or other liability that cannot be limited.

Subject to non-waivable law, neither party is liable under this Agreement for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, revenue, goodwill, or opportunities, when those losses are not the direct result of the breach. The parties must take reasonable steps to reduce avoidable loss.

Except for payment obligations, fraud, wilful misconduct, gross negligence, breach of confidentiality, infringement, indemnity obligations, and liability that cannot lawfully be limited, each party's aggregate liability under this Agreement will not exceed the Success Fees paid or payable by the Customer during the twelve months before the event giving rise to the claim.

The Customer will defend and indemnify Logentic against a third-party claim arising from the Customer's unauthorized carrier-account access or instructions, inaccurate or unlawfully supplied data, breach of carrier terms, infringement caused by Customer materials, or unlawful use of the service. Logentic remains responsible to the extent a claim is caused by Logentic's own breach, negligence, wilful misconduct, or violation of law.

The indemnified party must promptly notify the indemnifying party, provide reasonable cooperation, and allow it to control the defence. No settlement may admit fault by or impose a non-monetary obligation on the indemnified party without its prior written consent, which must not be unreasonably withheld.

Each published Agreement has a version identifier and document hash. Logentic may propose changes by giving reasonable electronic notice. A material change to authority, fee calculation, payment authorization, privacy, liability, or dispute terms will require renewed acceptance when required by law or the service configuration; continued use alone will not replace an acceptance that the product marks as required.

Signup or workspace acceptance identifies the Customer, authorized user, time, language, version, document hash, and available technical audit metadata. Creating or joining an account records assent to the effective Agreement identified at acceptance.

The French version is made available before acceptance. If the Customer is in Quebec and, after receiving the French version, expressly chooses to be bound by the English version, the acceptance record will capture that choice. The French and English versions are intended to have equivalent meaning. The French version prevails where mandatory Quebec law requires it.

This Agreement is governed by the laws of Quebec and the federal laws of Canada applicable there, without regard to conflict-of-law rules. The parties submit to the courts of the judicial district of Montreal, Quebec. If the Quebec Consumer Protection Act or another mandatory consumer, language, privacy, or other law applies despite the business context, that law prevails and nothing in this Agreement waives a non-waivable right or remedy.

Questions, billing disputes, security notices, termination requests, and legal notices may be sent to Logentic Technologies, Inc., Attention: Legal, at support@getlogentic.com. The Customer's notice address is its current workspace or order-form contact. Email notice is effective when sent unless the sender receives a delivery-failure notice.

If a provision is unenforceable, it will be narrowed only as much as legally necessary and the remaining provisions will continue. A failure to enforce a provision is not a waiver. Neither party may assign this Agreement without the other party's consent, except in connection with a merger, reorganization, or sale of substantially all relevant assets. This Agreement, Logentic's general terms, privacy terms, applicable data-processing terms, and the order form form the complete agreement for the recovery service.