Terms and Conditions of Use

1. Agreement and acceptance

The person who accepts these Terms for a Customer confirms that they are authorized to bind that Customer, and that the Customer has read and accepts them. If you do not have that authority, you must not accept the Terms.

You accept these Terms electronically. When you do, we record the version of the Terms and of the Privacy Policy that you accepted, the date and time, the name and email address of the person who accepted, the Customer, and the internet address (IP address) and browser from which the acceptance was made. We keep that record as evidence of your agreement. An electronic acceptance has the same effect as a handwritten signature, and you agree not to dispute the validity of these Terms only because they were accepted electronically.

These Terms are intended for business use. If any law gives you rights that cannot be limited by contract, those rights are not affected by these Terms.

Some parts of the Service may also be governed by additional terms (for example, a plan description, an optional service, or a pilot program). If there is a conflict, the additional terms apply to that part of the Service only.

2. Definitions

• “Account” means the Customer’s subscription and the workspace (company record) created for it in the Service.
• “Administrator” means a user of the Customer who has been given administrative rights in the Account, including the person who created the Account.
• “Authorized Users” means the Customer’s Administrators, staff, drivers and any other individuals the Customer permits to use the Service.
• “Customer Data” means all information, documents, files and records that the Customer or its Authorized Users enter into, upload to or generate in the Service, including information about the Customer’s drivers, applicants, employees, vehicles, trailers, permits, insurance, training, incidents, and drug and alcohol testing.
• “Personal Information” means information about an identifiable individual.
• “Plan” means the subscription tier selected by the Customer, together with its limits (for example, the number of active trucks and drivers) and any optional services the Customer has enabled.
• “Documentation” means the guides, descriptions and help content we make available about the Service.

3. The Service

SCM is a software service that helps motor carriers organize and keep track of their safety and compliance work. Depending on your Plan, the Service may include tools for hiring and driver applications, personnel and driver qualification records, training, executed policies, vehicles and equipment, permits, insurance, compliance items, drug and alcohol testing records, incident records, audit readiness, alerts and tasks, data import, and billing and account administration.

SCM is a record-keeping and reminder tool. It does not provide legal, regulatory, tax, insurance, medical or safety advice, and it does not guarantee that you will comply with any law, regulation, standard or audit. You remain solely responsible for your own compliance with all laws and regulations that apply to your business, including those of the U.S. Federal Motor Carrier Safety Administration and Department of Transportation, Canadian federal and provincial regulators, and any other authority. Alerts, reminders, templates, checklists and calculations are aids only; you must independently verify them.

Information that we obtain from public or third-party sources (for example, public carrier registry records used to prefill your company details) is provided for convenience. It may be incomplete, out of date or inaccurate, and we do not warrant it.

We may improve, change, add or remove features, and we may offer some features in a trial, preview or beta form. Preview features are provided “as is”, may change or be withdrawn at any time, and may not be covered by support commitments.

4. Accounts and Authorized Users

You must provide accurate, current and complete information when you subscribe and keep it up to date. You are responsible for all activity under your Account, including activity of your Authorized Users, whether or not you authorized it.

You are responsible for deciding who is an Administrator and what each Authorized User may see and do, for removing access when someone leaves your business, and for keeping sign-in credentials confidential. Administrators have broad rights, including the right to accept changes to these Terms on the Customer’s behalf. You must not share sign-in credentials between individuals.

You must tell us promptly at the contact details in Section 26 (Contact us) if you believe your Account has been accessed without permission. We are not responsible for losses caused by unauthorized use of your credentials that occurs before you notify us, except to the extent caused by our failure to apply the safeguards described in Section 16 (Security, availability and backups).

The Service is for business use by persons who are of legal age to form a contract in their place of residence.

5. Subscriptions, fees and payment

Access to the Service requires a paid subscription to a Plan. Fees are shown on our pricing page or at checkout and are charged in Canadian dollars unless we state otherwise. Fees do not include applicable taxes (such as GST, HST, QST or PST), which we add where required.

Payments are processed by our payment provider, Stripe. By subscribing you authorize us, through Stripe, to charge the payment method you provide for the subscription fees, taxes, and any other amounts due under these Terms. We do not store full payment card numbers.

Subscriptions are billed in advance for each billing period (monthly or annual, as selected) and renew automatically for successive periods of the same length until cancelled. You authorize each renewal charge. Billing periods run from the date your subscription starts.

Your Plan may include limits, such as the number of active trucks and drivers. If you reach a limit you may be unable to add more until you change your Plan. Optional services may carry separate fees or trial terms, which will be shown to you before you enable them.

We may change our fees or Plans. For an existing subscription, a price change takes effect at the start of your next billing period that begins at least thirty (30) days after we notify you (by email or in the portal). If you do not agree to a change, you may cancel before it takes effect.

If a payment fails or is disputed, we may retry the payment, notify you, and—if the amount remains unpaid—restrict your Account to the billing area or suspend access until the amount is paid, as described in Section 18 (Term, suspension and termination). You remain responsible for any amounts owing. We may charge any additional fees we incur because of a reversed, disputed or failed payment, to the extent the law allows.

You may cancel your subscription at any time through the billing area of the portal (where available) or by contacting us. Cancellation takes effect at the end of the billing period you have already paid for; you keep access until then. Except where the law requires otherwise or we state otherwise in writing, fees are non-refundable and we do not refund partial periods.

If you believe an invoice is wrong, tell us within thirty (30) days of the invoice date so that we can review it. Amounts that you dispute in good faith will be investigated promptly.

6. Customer Data and your responsibilities

As between you and us, you own the Customer Data. You grant us a worldwide, non-exclusive, royalty-free licence to host, store, copy, process, transmit and display Customer Data as needed to provide, secure, support and improve the Service for you, to comply with law, and to enforce these Terms. We do not sell Customer Data.

You are responsible for the Customer Data, including its accuracy, quality and legality, and for how you collect and use it. In particular, you promise that:

1. you have the right to collect the Personal Information you enter into the Service and to give it to us for the purposes in these Terms;
2. you have given every notice and obtained every consent that the law requires from your drivers, applicants, employees and other individuals—for example, consent to background, driving-record and drug and alcohol testing, to electronic signatures, and to the sharing described in Section 8 (SCM driver identities and profile sharing) and Section 9 (Insurance providers and brokers);
3. you will use Personal Information only for lawful purposes connected with hiring, employing and managing individuals and operating your business, and you will comply with all employment, human rights, privacy, anti-discrimination, and motor-carrier laws that apply to you; and
4. you will not enter into the Service anything the Service does not ask for and that you do not need—such as payment card numbers, or government identification numbers beyond what a feature expressly requests—and you will not enter information about children.

Some Customer Data is sensitive, such as medical certificate information, drug and alcohol testing records, Clearinghouse query records, incident records and employment history. You are responsible for deciding what to record, who in your business may see it, and how long to keep it, and for meeting any confidentiality, consent, access and retention obligations that apply to it (including those that apply to drug and alcohol testing records under the regulations that govern your operations).

You are responsible for keeping your own copies of records that you are legally required to keep. The Service is not a substitute for your record-retention obligations, and you should regularly export or save records you need.

7. Privacy and data protection

Our Privacy Policy explains how we handle Personal Information. It forms part of these Terms. For Personal Information about your drivers, applicants, employees and other individuals that you put into the Service (“Customer Personal Information”), you decide why and how it is collected and used, and we process it on your behalf and on your instructions to provide the Service. We will use Customer Personal Information only to provide, secure, support and improve the Service, as these Terms and the Privacy Policy describe, and as the law requires or permits.

You are responsible for responding to requests from individuals about Customer Personal Information (for example, requests to see or correct their information). If an individual contacts us about information in your Account, we may refer them to you and will reasonably help you respond.

We use service providers to operate the Service (for example, for hosting, database, file storage, payment processing and email), listed by category in the Privacy Policy. We are responsible for their handling of Customer Personal Information to the extent required by law, and we require them to protect it appropriately.

If we become aware of unauthorized access to Customer Personal Information in our systems that creates a real risk of significant harm, we will notify you without undue delay so that you can meet your own obligations, and we will give you the information we reasonably have to help you do so.

Our hosting and service providers are located in, and Customer Data is stored and processed in, the United States and possibly other countries. By using the Service you acknowledge that Customer Data, including Personal Information, may therefore be processed outside your province or country and may be accessible to courts, law enforcement and national security authorities in those places under their laws. You are responsible for any notice to individuals that your own laws require about this.

8. SCM driver identities and profile sharing

The Service may let an individual driver hold a portable SCM identity and a reusable profile of their own information. A driver’s profile information moves between carriers only through an explicit, consent-based sharing step that the driver controls and that we record in an access log. A carrier must not obtain, request or use a driver’s SCM identity or profile information except as the driver has allowed through the Service.

If you use these features, you must (a) use the information you receive only for the purpose the driver agreed to, such as evaluating or managing their employment; (b) keep it confidential and secure; (c) not make employment decisions in a way that is unlawful or discriminatory; and (d) delete or de-identify it when you no longer need it, unless the law requires you to keep it. A driver’s identity belongs to the driver, not to any carrier, and the driver’s choices about their own profile are not controlled by the carrier that originally hired them.

9. Insurance providers and brokers

The Service may let you choose to share information about your drivers and operations with insurance providers or brokers, and to receive their requests and decisions. Sharing happens only when you or your Administrators choose to submit it through the Service. Insurance providers and brokers are independent third parties. We are not an insurer, broker or agent, we do not give insurance advice, and we are not responsible for any quote, coverage, approval, denial, request or other decision of an insurance provider, or for what they do with information you choose to share with them.

You are responsible for having the consent of the individuals concerned before you share their information, for the accuracy of what you submit, and for the relationship you choose to have with each provider.

10. Independent agents and referrals

We work with independent agents who may refer carriers to the Service. Agents are independent of us. They have no authority to bind us, to change these Terms or your Plan, to make promises about the Service on our behalf, or to give legal or compliance advice. If you were referred by an agent, or an agent is assigned to your Account, we record that relationship. The assigned agent may see your company and contact details (such as company name, SCM ID, contact name, email address, telephone number and address), your Plan and subscription status, and the amounts we pay them in connection with your Account. An assigned agent may also help you by opening a support session on your Account, which is governed by Section 11 (Support access to your Account). We require agents to treat everything they see in your Account as confidential and to use it only to help you. Agents are not otherwise given access to your Customer Data.

11. Support access to your Account

You authorize us, and the independent agent assigned to your Account, to access your Account and Customer Data when needed to provide support, investigate a problem, maintain security, or (in our case) comply with the law. A support session is read-only unless it is expressly an editing session, is limited to the pages needed for support, and is recorded in our logs, including who opened it and when. If a support session allows changes, it is used only to make changes you have asked for, and those changes are recorded. Our staff and agents are required to treat Customer Data as confidential. You can ask us at any time for a record of the support sessions opened on your Account.

12. Acceptable use

You will not, and will not permit anyone else to:

• use the Service in violation of any law or regulation, or to discriminate unlawfully against any individual;
• enter, upload or share information you have no right to share, or anything that is unlawful, defamatory, infringing, or harmful;
• attempt to gain unauthorized access to the Service, to other customers’ accounts or data, or to our systems, or probe, scan or test their security without our written permission;
• interfere with or disrupt the Service, introduce malware, overload it, or circumvent any security, rate limit, access control or Plan limit;
• copy, scrape, harvest or mine the Service or its content by automated means, except through features we provide for that purpose;
• reverse engineer, decompile or attempt to derive the source code of the Service, except to the extent the law gives you that right despite this restriction;
• resell, sublicense, rent, or make the Service available to anyone other than your Authorized Users, or use it to build a competing product;
• use the carrier look-up or other data features to look up businesses or individuals for any purpose other than registering or managing your own business; or
• impersonate any person or misrepresent your relationship with any person or organization.

We may investigate suspected violations and may suspend or remove content or access as described in Section 18 (Term, suspension and termination).

13. Third-party services

The Service relies on, and may link to or connect with, services run by others, such as payment processing, email delivery, hosting, public carrier data sources, and insurance providers. Those services are governed by their own terms and privacy practices, and we are not responsible for them. We are not liable for any interruption, error or change in a third-party service, although we will use reasonable efforts to keep the Service working when one is affected.

14. Our intellectual property; your feedback

We and our licensors own the Service, the Documentation, and all software, designs, text, templates, training and library content, trademarks and other intellectual property in them. Except for the rights expressly granted here, we reserve all rights. Subject to these Terms and payment of the fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Service for your internal business purposes, and to use the templates and training content we provide for your own internal purposes.

Policy, letter, checklist and training templates are general starting points. They are not legal advice and may not suit your circumstances. You are responsible for reviewing and adapting them, with qualified advisers where appropriate.

If you give us ideas, suggestions or feedback about the Service, you grant us a perpetual, worldwide, royalty-free, irrevocable licence to use them without restriction or payment, and without identifying you.

15. Confidentiality

Each of us may receive non-public information of the other that is marked confidential or that a reasonable person would understand to be confidential (“Confidential Information”). The receiving party will use it only to perform or exercise rights under these Terms, will protect it with at least reasonable care, and will not disclose it except to its personnel and advisers who need to know it and are bound to keep it confidential, or as the law requires (after giving notice where lawful). Customer Data is your Confidential Information. This section does not apply to information that is public through no fault of the receiving party, was already known to it, is independently developed, or is rightfully received from a third party without restriction.

16. Security, availability and backups

We use reasonable administrative, technical and physical safeguards intended to protect the Service and Customer Data, including role-based access, secured sign-in, logging of important actions, encrypted connections, and the security measures of our hosting providers. No system is completely secure, and we do not promise that the Service will be uninterrupted, error-free or free from unauthorized access.

We may perform maintenance, sometimes without notice where needed for security or stability. We make regular backups for our own recovery purposes but the Service is not a backup or archive service, and you should keep your own copies of records you need.

17. Data retention, export and deletion

During your subscription you can access and use your Customer Data through the Service. If your subscription ends or is cancelled, we will, on your written request made within thirty (30) days after it ends, make your Customer Data available to you in a reasonable format. After that period, we may delete or anonymize your Customer Data, subject to the next paragraph, and we have no obligation to keep it.

We may keep information that we are required or permitted by law to keep, or need to establish, exercise or defend legal claims—for example, billing and tax records, records of your acceptance of these Terms, and security and audit logs—and copies of Customer Data may remain in our backups for a limited period until they are overwritten in the ordinary course.

18. Term, suspension and termination

These Terms start when you first accept them and continue for as long as you have a subscription or use the Service, until terminated as described here.

You may terminate by cancelling your subscription as described in Section 5 (Subscriptions, fees and payment). We may terminate or suspend your Account or access to any part of the Service, with notice where practicable, if (a) you do not pay amounts when due; (b) you or an Authorized User breach these Terms or misuse the Service; (c) we are required to do so by law or a legal authority; (d) your use poses a security risk or a risk of harm to us, other customers or any person; or (e) we decide to discontinue the Service or a Plan, in which case we will give you at least thirty (30) days’ notice and refund any prepaid fees for the period after the discontinuation.

While your Account is restricted or suspended for non-payment, access may be limited to the billing area, and drivers and other Authorized Users may be unable to sign in. Access is restored when the amounts due are paid and we have confirmed it, unless we have terminated the Account.

When these Terms end, your right to use the Service ends, and Section 17 (Data retention, export and deletion) applies to your data. Sections that by their nature should continue—including payment obligations, confidentiality, intellectual property, disclaimers, limits of liability, indemnities, governing law and any other section that says so—survive the end of these Terms.

19. Disclaimers

THE SERVICE, THE DOCUMENTATION AND ALL CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT PERMITTED BY LAW, WE AND OUR LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ACCURACY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE. WE DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT USING THE SERVICE WILL RESULT IN COMPLIANCE WITH ANY LAW, REGULATION, INSURANCE REQUIREMENT OR AUDIT, OR AVOID ANY FINE, PENALTY, OUT-OF-SERVICE ORDER, LOSS OF AUTHORITY OR OTHER CONSEQUENCE.

Some jurisdictions do not allow certain disclaimers, so some of the above may not apply to you; in that case our warranties are limited to the minimum the law requires.

20. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW: (A) WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, CONTRACTS, GOODWILL OR ANTICIPATED SAVINGS, OR LOSS OR CORRUPTION OF DATA, ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS, EVEN IF WE HAVE BEEN ADVISED OF THEIR POSSIBILITY; (B) WE WILL NOT BE LIABLE FOR ANY FINES, PENALTIES, ASSESSMENTS, OUT-OF-SERVICE ORDERS, AUDIT FINDINGS, INSURANCE OUTCOMES OR OTHER CONSEQUENCES OF YOUR OPERATIONS OR OF YOUR OWN COMPLIANCE OR NON-COMPLIANCE; AND (C) OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE FEES YOU PAID TO US FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT THAT GAVE RISE TO THE CLAIM (OR CAD $100 IF YOU HAVE PAID NO FEES).

These limits apply to every legal theory, including contract, negligence and other tort, and even if a remedy fails of its essential purpose. They do not limit liability that cannot be limited by law, including liability for fraud or wilful misconduct, or for death or personal injury caused by negligence, or your obligation to pay fees. You acknowledge that the fees reflect this allocation of risk.

21. Indemnification

You will defend and indemnify us, our affiliates, and our and their directors, officers, employees and agents against all claims, losses, damages, liabilities, penalties, costs and expenses (including reasonable legal fees) arising out of a claim by a third party (including a regulator, an individual, or a current or former driver, applicant or employee) that arises from (a) the Customer Data or your collection, use or sharing of it, including a failure to give required notices or obtain required consents; (b) your or your Authorized Users’ breach of these Terms or misuse of the Service; (c) your violation of law or of another person’s rights; or (d) your employment, hiring, safety or compliance decisions and practices. We will give you prompt notice of the claim, reasonable cooperation at your expense, and the right to control the defence, except that you may not settle a claim in a way that admits fault for us or imposes obligations on us without our written consent.

22. Changes to these Terms and the Privacy Policy

We may update these Terms and the Privacy Policy from time to time, for example to reflect changes in the Service, our practices or the law. Each version shows its version number and effective date.

When we publish a new version of the Terms or the Privacy Policy, we will ask an Administrator of each Customer to review and accept it electronically the next time they sign in, before they continue into the portal. Other users may see a notice that an update is waiting for an Administrator’s acceptance. We will also keep the current version available on our website at all times. Your acceptance of a new version is recorded in the same way as your first acceptance, as described in Section 1 (Agreement and acceptance).

If you do not accept a new version, you may not be able to continue to use the portal, and you may cancel your subscription as described in Section 5 (Subscriptions, fees and payment) before the new version takes effect for you. Your continued use of the Service after a new version is accepted, or after it has been in effect for the period we have notified, means you are bound by it. A change that is required by law, or that makes the terms more favourable to you, may take effect immediately.

23. Notices and electronic communications

You agree that we may give you notices and other communications about the Service electronically—by email to the address on your Account or Administrator user, through the portal, or by posting on our website—and that those communications satisfy any legal requirement that they be in writing. Service messages (such as billing, security, account and compliance-alert messages) are not marketing messages and you consent to receive them as long as you use the Service. If we send promotional messages, we will do so only as the law allows, and each will tell you how to unsubscribe.

You must keep your contact details up to date. A notice to you is effective when we send it. Notices to us must be sent using the contact details in Section 26 (Contact us).

24. Governing law and disputes

These Terms, and any dispute arising out of or related to them or the Service, are governed by the laws of the Province of Ontario and the federal laws of Canada that apply in Ontario, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Before starting a formal proceeding, each of us will try in good faith to resolve a dispute informally. The party raising a dispute will describe it in writing to the other, and we will each discuss it for at least thirty (30) days. If it is not resolved, the courts of the Province of Ontario, sitting in Toronto, have exclusive jurisdiction, and each of us submits to them. Either of us may seek urgent injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

Any claim you bring against us must be started within one (1) year after the cause of action arose, to the extent the law allows a shorter period than the usual one.

25. General terms

• Entire agreement: these Terms, the Privacy Policy, and any plan or order details you accept form the entire agreement between us about the Service and replace all earlier discussions and understandings about it.
• Changes to a Plan: a change to your Plan or optional services is governed by these Terms.
• Severability: if a provision is found to be unenforceable, it will be enforced to the maximum extent permitted and the rest of these Terms will continue in effect.
• No waiver: a failure or delay in enforcing a right is not a waiver of it. A waiver is effective only if in writing.
• Assignment: you may not assign or transfer these Terms without our written consent. We may assign them to an affiliate or to a successor to our business. These Terms bind and benefit the parties and their permitted successors and assigns.
• Relationship: we are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, employment or fiduciary relationship. There are no third-party beneficiaries of these Terms, except our affiliates and licensors where these Terms say so.
• Force majeure: neither of us is liable for a delay or failure (other than a payment obligation) caused by events beyond its reasonable control, including natural disasters, war, terrorism, labour disputes, power or internet failures, third-party service failures, pandemics, and government action.
• Compliance with laws: each of us will comply with the laws that apply to it in connection with the Service, including applicable export, sanctions and anti-corruption laws. You represent that you are not on a government list of restricted parties.
• Interpretation: headings are for convenience only. “Including” means “including without limitation”. These Terms will not be interpreted against a party because it drafted them.
• Language: the parties have expressly required that these Terms and all related documents be drawn up in English. Les parties ont expressément exigé que les présentes conditions et tous les documents connexes soient rédigés en anglais.

26. Contact us

If you have a question about these Terms, or you need to give us a notice, contact Data Assent Limited:

You can also reach us through the Contact page on our website.