Terms of Service

These Terms of Service constitute a legally binding agreement between you, whether personally or on behalf of an entity, and Ngz Logistics Inc., a corporation organized under the laws of Canada, with its registered office at 381 Krug St, Kitchener, Ontario, N2B 1K9. By accessing or using the website located at https://www.ngzhaul.lol or by engaging our computer systems design, logistics consulting, or supply chain technology services, you acknowledge that you have read, understood, and agree to be bound by all terms and conditions set forth herein. If you do not agree with any part of these Terms, you must immediately discontinue use of the Site and refrain from accessing or utilizing any services offered through it.

NGZ Haul serves as the developer and technical operator of this Site and has designed the platform in accordance with the standards and specifications established by Ngz Logistics Inc. All references to the Site, its functionality, and its technical infrastructure are governed by these Terms. Your continued use of the Site constitutes your acceptance of these Terms as they may be amended from time to time.

Acceptance of Terms

By accessing, browsing, or using the Site in any manner, including but not limited to submitting inquiries through our contact forms, engaging with our interactive assessment tools, or communicating with us via email or telephone through contact information published on the Site, you affirm that you have reached the age of majority in your jurisdiction of residence and possess the legal capacity to enter into a binding contract. If you are accessing the Site on behalf of an organization, corporation, partnership, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms.

These Terms apply to all visitors, users, clients, and others who access or use the Site. Certain services offered through the Site may be subject to additional terms, conditions, or agreements specific to those services. In the event of any conflict between these Terms and any service-specific agreement, the service-specific agreement shall prevail with respect to the matters it addresses.

We reserve the right, at our sole discretion, to modify, amend, or replace these Terms at any time. When changes are made, we will update the Last Updated date at the top of this page and, where material changes are involved, display a prominent notice on the Site for a period of at least thirty days. Your continued use of the Site following the posting of revised Terms constitutes your acceptance of those changes. It is your responsibility to review these Terms periodically for updates.

If you do not agree to these Terms or any revised version thereof, your sole and exclusive remedy is to discontinue use of the Site and to cease all engagement with our services. No waiver of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition.

Description of Services

Ngz Logistics Inc. provides computer systems design and related services, with a primary focus on logistics and supply chain technology solutions. Our service offerings include but are not limited to: warehouse management system design and implementation, transportation management system architecture, end-to-end supply chain platform development, enterprise resource planning integration, middleware and API development for logistics ecosystems, data analytics and business intelligence solutions for logistics operations, strategic technology consulting, and managed integration services.

All services are delivered on a project-by-project basis pursuant to separate written agreements, statements of work, or service contracts executed between Ngz Logistics Inc. and the client. The description of services on the Site is provided for informational purposes only and does not constitute a binding offer to provide services. No service engagement shall be deemed to exist until a mutually signed written agreement has been executed by both parties.

The scope, deliverables, timeline, fees, and payment terms for each engagement shall be set forth in a separate written agreement. Ngz Logistics Inc. reserves the right to modify, suspend, or discontinue any service offering or aspect of the Site at any time without prior notice. We shall not be liable to you or to any third party for any modification, suspension, or discontinuance of any service or the Site itself.

Any estimates, projections, or performance benchmarks referenced on the Site or in preliminary discussions are based on historical data and reasonable assumptions. They are provided for illustrative purposes only and do not constitute guarantees of specific outcomes, results, or timelines for any particular engagement. Actual results depend on numerous factors beyond our control, including but not limited to client cooperation, data quality, legacy system constraints, and third-party dependencies.

Use of the Website

The Site is provided for your lawful, personal, and non-commercial use in connection with evaluating and engaging our services. You agree to use the Site only for purposes that are lawful and in accordance with these Terms. You are granted a limited, non-exclusive, non-transferable, and revocable license to access and use the Site for its intended purpose, subject to your compliance with these Terms.

When using the Site, you agree not to engage in any of the following prohibited activities: attempting to interfere with, compromise, or degrade the security, integrity, or performance of the Site or its underlying infrastructure; using any automated means such as robots, spiders, crawlers, or scrapers to access, collect, or extract data from the Site without our express prior written consent; uploading or transmitting viruses, malware, or any other malicious code designed to disrupt, damage, or gain unauthorized access to the Site or any associated systems; impersonating any person or entity, or falsely stating or otherwise misrepresenting your affiliation with a person or entity; and using the Site in any manner that could disable, overburden, damage, or impair the Site or interfere with any other party's use of the Site.

We reserve the right to terminate or suspend your access to the Site, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms. Upon termination, your right to use the Site will immediately cease. All provisions of these Terms that by their nature should survive termination shall survive, including but not limited to intellectual property rights, disclaimers of warranties, limitations of liability, indemnification, and governing law provisions.

The Site may contain links to third-party websites or resources that are not owned or controlled by Ngz Logistics Inc. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You acknowledge and agree that Ngz Logistics Inc. shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such third-party websites or services.

Intellectual Property Rights

The Site and its entire contents, features, and functionality — including but not limited to all information, text, displays, images, video, audio, graphics, logos, icons, design elements, code, scripts, software, interactive features, and the selection, coordination, and arrangement thereof — are owned by Ngz Logistics Inc., its licensors, or other providers of such material and are protected by Canadian and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

The Ngz Logistics Inc. name, the ngzhaul.lol domain, the company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Ngz Logistics Inc. or its affiliates. You must not use such marks without the prior written permission of Ngz Logistics Inc. All other names, logos, product and service names, designs, and slogans appearing on the Site are the trademarks of their respective owners.

No right, title, or interest in or to the Site or any content on the Site is transferred to you. All rights not expressly granted are reserved by Ngz Logistics Inc. You may access and view the content on the Site for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Site except as generally permitted with your computer's caching and browsing functionality, or as expressly authorized in writing by Ngz Logistics Inc.

With respect to any custom software, systems, documentation, code libraries, architectural designs, or other work product created by Ngz Logistics Inc. in the course of a client engagement, ownership and licensing terms shall be governed exclusively by the written agreement executed between Ngz Logistics Inc. and the client for that specific engagement. Nothing in these Terms shall be construed as transferring any intellectual property rights created or developed under a separate services agreement.

User Obligations and Conduct

As a user of the Site and a potential or actual client of our services, you agree to the following obligations and standards of conduct. You shall provide accurate, current, and complete information when submitting inquiries, completing assessment tools, or otherwise communicating with us through the Site. You are responsible for maintaining the confidentiality of any account credentials if such features are provided on the Site in the future, and you accept responsibility for all activities that occur under your account.

You agree not to use the Site to transmit or facilitate the transmission of any material that is unlawful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable. You further agree not to use the Site in connection with any illegal activity, including but not limited to violating export control laws, engaging in fraud, or infringing upon the intellectual property rights of others.

In any engagement with Ngz Logistics Inc., you agree to cooperate reasonably with our personnel, to provide timely access to relevant systems, data, and documentation as reasonably required for the performance of the agreed services, and to designate a point of contact authorized to make decisions on your behalf. Delays caused by your failure to meet these obligations may result in corresponding adjustments to project timelines and may incur additional charges as specified in the applicable services agreement.

Confidentiality

In the course of your interactions with Ngz Logistics Inc., you may disclose confidential business information, trade secrets, technical data, operational metrics, or other proprietary information. We are committed to maintaining the confidentiality of all such information. Any confidential information disclosed by you to Ngz Logistics Inc. in the context of evaluating or engaging our services shall be treated with the same degree of care that we use to protect our own confidential information of a similar nature.

Confidential information does not include information that: is or becomes publicly known through no wrongful act or breach of these Terms; was rightfully known by the receiving party prior to disclosure; is rightfully obtained by the receiving party from a third party without restriction on disclosure; or is independently developed by the receiving party without use of or reference to the confidential information.

We may disclose confidential information if required to do so by law, regulation, court order, or other legal process, provided that we give you prompt notice of such requirement, to the extent legally permissible, so that you may seek a protective order or other appropriate remedy. We shall cooperate with you in any reasonable effort to limit the scope of such required disclosure.

Upon your written request or upon termination of the applicable services agreement, whichever is earlier, we will return or destroy all copies of your confidential information in our possession, except to the extent retention is required by applicable law or our document retention policies applicable to all clients in the ordinary course of business. Any retained copies shall continue to be subject to the confidentiality obligations set forth in this section.

Disclaimer of Warranties

THE SITE AND ALL SERVICES DESCRIBED THEREIN ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS, WITHOUT ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NGZ LOGISTICS INC. AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.

WITHOUT LIMITING THE FOREGOING, NGZ LOGISTICS INC. MAKES NO WARRANTY OR REPRESENTATION THAT: THE SITE WILL MEET YOUR SPECIFIC REQUIREMENTS OR EXPECTATIONS; THE SITE WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; THE RESULTS OR INFORMATION THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE, RELIABLE, OR CURRENT; ANY ERRORS OR DEFECTS IN THE SITE WILL BE CORRECTED; OR THE SITE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

THE SITE MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. NGZ LOGISTICS INC. MAY MAKE CHANGES TO THE MATERIAL AND CONTENT ON THE SITE AT ANY TIME WITHOUT NOTICE. THE INFORMATION AND MATERIAL ON THE SITE MAY BE OUT OF DATE, AND NGZ LOGISTICS INC. MAKES NO COMMITMENT TO UPDATE SUCH INFORMATION OR MATERIAL. ANY RELIANCE YOU PLACE ON INFORMATION OBTAINED THROUGH THE SITE IS STRICTLY AT YOUR OWN RISK.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NGZ LOGISTICS INC., ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, OR BUSINESS INTERRUPTION, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT NGZ LOGISTICS INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE AGGREGATE LIABILITY OF NGZ LOGISTICS INC. FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THE SITE OR THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT PAID BY YOU, IF ANY, TO NGZ LOGISTICS INC. DURING THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED CANADIAN DOLLARS (CAD $100.00). THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE OR EXTEND THIS LIMITATION.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. ACCORDINGLY, SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS UNDER THE LAWS OF YOUR JURISDICTION. IN SUCH CASES, THE LIABILITY OF NGZ LOGISTICS INC. SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL APPLY EVEN IF YOUR REMEDIES UNDER THESE TERMS FAIL OF THEIR ESSENTIAL PURPOSE. YOU ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS REFLECT A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND NGZ LOGISTICS INC.

Indemnification

You agree to defend, indemnify, and hold harmless Ngz Logistics Inc., its parent companies, subsidiaries, affiliates, and their respective officers, directors, employees, contractors, agents, licensors, and successors from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses — including but not limited to reasonable legal and accounting fees — arising out of or in connection with: your use of and access to the Site in violation of these Terms; your violation of any applicable law, regulation, or third-party right; any claim that information or materials you submitted to us through the Site caused damage to a third party; or your gross negligence, fraud, or willful misconduct.

Ngz Logistics Inc. reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of such claims. You agree not to settle any matter that imposes any obligation, liability, or admission of wrongdoing on the part of Ngz Logistics Inc. without our prior written consent. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

The indemnification obligations set forth in this section shall survive the termination or expiration of these Terms and your use of the Site. This indemnification provision is in addition to, and not in lieu of, any other remedies available to Ngz Logistics Inc. at law or in equity.

Governing Law

These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation, including non-contractual disputes or claims, shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to principles of conflict of laws that would result in the application of the laws of any other jurisdiction.

You irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario, located in the Regional Municipality of Waterloo, for the resolution of any dispute arising out of or relating to these Terms or your use of the Site. You waive any objection to the laying of venue in such courts on the grounds of forum non conveniens or any similar doctrine. Notwithstanding the foregoing, Ngz Logistics Inc. shall be entitled to seek injunctive relief or other equitable remedies in any court of competent jurisdiction to protect its intellectual property rights, confidential information, or other proprietary interests.

The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms or to any services provided by Ngz Logistics Inc. Any cause of action or claim you may have arising out of or relating to these Terms or the Site must be commenced within one year after the cause of action accrues; otherwise, such cause of action or claim is permanently barred.

General Provisions

11.1 Entire Agreement

These Terms, together with our Privacy Policy and any service-specific written agreements executed between you and Ngz Logistics Inc., constitute the entire agreement between you and Ngz Logistics Inc. with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, regarding such subject matter.

11.2 Severability

If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent necessary, and the remaining provisions of these Terms shall continue in full force and effect. The invalidity or unenforceability of any provision in a particular jurisdiction shall not affect the validity or enforceability of such provision in other jurisdictions.

11.3 Waiver

No waiver by Ngz Logistics Inc. of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Any failure of Ngz Logistics Inc. to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. No waiver shall be effective unless it is in writing and signed by an authorized representative of Ngz Logistics Inc.

11.4 Assignment

You may not assign or transfer these Terms, or any of your rights or obligations hereunder, without the prior written consent of Ngz Logistics Inc. Any attempted assignment or transfer in violation of this provision shall be null and void. Ngz Logistics Inc. may assign or transfer these Terms, in whole or in part, without restriction and without notice to you, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

11.5 Force Majeure

Ngz Logistics Inc. shall not be liable for any delay or failure to perform its obligations under these Terms or any services agreement resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, lockouts or other labor disputes, shortages of transportation, facilities, fuel, energy, labor, or materials, telecommunications or utility failures, pandemics, epidemics, or governmental actions, regulations, or restrictions.

11.6 Relationship of Parties

Nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship between you and Ngz Logistics Inc. Neither party has the authority to bind the other or to incur any obligation on the other's behalf without the other's prior written consent. Ngz Logistics Inc. is an independent contractor with respect to all services provided to clients, and nothing in these Terms or any services agreement shall be deemed to create any other relationship.

11.7 Amendments

Ngz Logistics Inc. reserves the right to amend these Terms at any time by posting the amended terms on the Site. Amendments to these Terms that relate to services governed by a separate written agreement shall not be effective with respect to such agreement unless both parties agree in writing to incorporate the amendments. For all other purposes, amendments shall be effective upon posting, and your continued use of the Site after such posting constitutes acceptance of the amended Terms.

11.8 Survival

The provisions of these Terms that by their nature are intended to survive termination or expiration shall so survive, including without limitation: Intellectual Property Rights, Disclaimer of Warranties, Limitation of Liability, Indemnification, Governing Law, Confidentiality, and any other provisions that logically should continue to apply after the relationship between the parties has concluded.

11.9 Headings

The section headings and subheadings used in these Terms are included for convenience of reference only and shall not affect the construction or interpretation of any provision hereof. They do not form part of these Terms and shall not be used to limit, modify, or construe the meaning of any provision.

11.10 Third-Party Beneficiaries

These Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

Contact Information

For questions, concerns, or notices regarding these Terms of Service, or to report any violations of these Terms, please contact us using the information below. We are committed to addressing all inquiries promptly and professionally.

If you have any concerns about the technical operation of the Site, you may also contact NGZ Haul, the developer of this Site, through the communication channels listed above. Both Ngz Logistics Inc. and NGZ Haul are committed to maintaining a secure, functional, and legally compliant platform for all users.