Terms of Service
Effective Date: January 1, 2025
Last Updated: July 24, 2026
1. Acceptance of Terms
2. Description of Services
2.1 Services Provided
Our services include multi-carrier rate comparison and procurement, shipment booking and management through our platform, carrier selection and routing optimization, customs documentation and clearance support, real-time shipment tracking and visibility, and invoice consolidation and audit services. The specific services available to you may vary based on your Service Agreement and geographic location.
2.2 Role as 4PL Provider
You acknowledge and agree that Janio acts as a logistics orchestrator and intermediary, not as a carrier, freight forwarder, or customs broker. Physical transportation, handling, and delivery of shipments are performed by third-party carriers and logistics providers within our network. We may appoint any of our group entities or third-party logistics providers to perform all or part of our obligations, and may act as your forwarding agent for customs and export-control purposes solely for the purpose of designating a customs broker. Carrier services are subject to the terms and conditions of the respective carriers.
2.3 Platform Availability
We strive to maintain platform availability of 99.9% uptime, excluding scheduled maintenance. However, we do not guarantee uninterrupted access to our services. We reserve the right to modify, suspend, or discontinue any aspect of our services at any time with reasonable notice to affected customers.
2.4 Delivery Service Levels and Proof of Delivery
We will use commercially reasonable, best efforts to fulfil shipments in accordance with the applicable service level set out in your rates. Delivery service levels are targets, not guarantees; a failure to meet a service level does not by itself constitute a breach of these Terms, and no service-level claim may be brought against us except for any compensation expressly agreed in writing. On request, we will provide proof of delivery for up to ninety (90) calendar days from the date the shipment is received, or such shorter period as the relevant logistics provider retains those records.
3. Account Registration and Security
3.1 Account Requirements
You must provide valid business registration documentation and tax identification numbers as required. You must designate authorized representatives who have authority to bind your organization. All account information must be accurate and kept current. You must integrate with our API or use our system so that your Orders can be received on the Order Database, and you must comply with our acceptable use policies and any applicable laws and regulations.
3.2 Account Security
You are responsible for maintaining the confidentiality of your login credentials, API keys, and other authentication information. You must enable multi-factor authentication when available and promptly notify us of any unauthorized access or security breach. You must ensure that API keys are securely stored and rotated periodically. Janio shall not be liable for any loss or damage arising from your failure to maintain account security.
3.3 Account Suspension
We may suspend or terminate your account if you breach these Terms, fail to pay amounts when due, engage in fraudulent or illegal activities, or pose a security risk to our platform or other users. We will provide notice of suspension when practicable, except in cases of emergency or legal requirement.
4. Shipment Terms
4.1 Booking Shipments
When booking shipments, you must provide accurate package dimensions, weight, and contents descriptions. You must declare correct customs values for international shipments. You must ensure goods are properly packaged and labeled for transport. You must verify recipient information before confirming bookings. You must comply with all applicable shipping regulations and restrictions. Inaccurate information may result in additional charges, delays, or rejection of shipments.
4.2 Prohibited and Restricted Items
You may not ship items that are prohibited by law or carrier policies, including but not limited to illegal drugs and controlled substances, weapons, ammunition, and explosives, counterfeit goods and trademark-infringing items, live animals (except with prior authorization), human remains or body parts, currency, bearer instruments, and precious metals in bulk, and hazardous materials without proper documentation and carrier approval. Restricted items such as lithium batteries, alcohol, tobacco, and pharmaceuticals require appropriate licenses, permits, and documentation. Shipping prohibited items may result in immediate account termination and legal action.
4.3 Delivery and Tracking
We provide real-time tracking information for shipments as made available by carriers. Delivery estimates are provided for informational purposes and are not guaranteed. Shipments are delivered to the Receiving Address you provide, but not necessarily to the named recipient personally, and may be delivered to a central receiving area where one exists. Where required for safety, security, customs, or regulatory reasons, we may open and inspect a shipment without liability, and will inform you as soon as practicable. You acknowledge that we do not control carrier operations and cannot guarantee specific delivery times or outcomes.
4.4 Cancellation and Modifications
Shipments may be cancelled or modified before carrier pickup (the First Touchpoint), subject to applicable cancellation fees. Once a shipment has been collected, cancellation or modification may not be possible or may incur additional charges, and you remain liable for all applicable charges once the First Touchpoint has been achieved. Refunds for cancelled shipments will be processed according to our refund policy, minus any applicable fees.
4.5 Unacceptable and Uncollected Shipments
If a shipment is an Unacceptable Shipment (as defined in your Service Agreement) or has been undervalued for customs purposes, we may reject it and will notify you. You may elect to trigger the Return to Shipper Mechanism or to request the disposal, release, or sale of the shipment, subject always to our right to destroy any shipment the law prevents us from returning or selling. If a shipment cannot be delivered or collected after the applicable delivery attempts (an Uncollected Shipment), you may elect to dispose of it, request a repeat delivery, or trigger the Return to Shipper Mechanism. If you do not make an election within the Return to Shipper Election Period, we may make that election on your behalf, and you remain liable for all applicable charges. A shipment returned under the Return to Shipper Mechanism is treated as a new Order and charged at the applicable rates.
5. Customs and International Shipments
5.1 Customer Obligations
You must provide accurate customs declarations and commercial invoices. You must obtain all necessary import and export licenses and permits before the effective date of the relevant Order. You must ensure correct Harmonized System (HS) codes for your products. You must comply with all trade regulations, sanctions, and export controls. You are responsible for payment of all duties, taxes, and customs fees.
5.2 Importer of Record
Unless otherwise agreed in writing, the recipient of international shipments serves as the importer of record and is responsible for all customs clearance obligations, including payment of duties and taxes. Janio does not act as importer of record unless explicitly agreed in a separate written agreement.
5.3 Customs Delays
Shipments may be delayed due to customs inspection, documentation issues, or regulatory requirements. Janio is not liable for delays caused by customs authorities. Where goods fail to clear customs due to lack of cooperation by you or the consignee within seven (7) business days of reaching the destination territory, we may dispose of the goods unless you request otherwise, and you remain liable for all applicable charges. Additional charges may apply for customs storage, inspection, or documentation requirements.
6. Pricing and Payment
6.1 Pricing
Charges for the services are set out in each quotation or otherwise in accordance with your Service Agreement, and are calculated based on the applicable rates. Rates quoted at the time of booking are valid for that booking and subject to carrier rate changes. Prices are quoted in the currency specified and are exclusive of applicable taxes unless otherwise stated. Dimensional (volumetric) weight pricing may apply based on package size, and any item may be re-weighed and re-measured to confirm its measurements. Fuel surcharges and accessorial fees are applied as quoted. We reserve the right to adjust pricing with thirty (30) days' notice to customers.
6.2 Invoicing and Payment Terms
We may invoice you upon fulfilment of the First Touchpoint (collection of the goods), regardless of whether the goods are ultimately delivered to the recipient. Invoices are payable by the payment deadline set out in your Service Agreement, in full and in cleared funds, by telegraphic transfer in Singapore Dollars (or the applicable currency), with each party bearing its own bank charges. All amounts are exclusive of GST, VAT, and any duties and taxes, which are payable in addition; duties and taxes charges are payable prior to delivery of the goods. Disputed amounts must be raised in accordance with the claims process in Section 8.
6.3 Non-Payment
If you fail to pay any amount when due, then without prejudice to our other remedies: (a) interest accrues on the overdue amount at the rate of five percent (5%) per annum from the due date until payment in full, compounded monthly; (b) you shall indemnify us for all costs of recovery, including reasonable legal fees and collection agency fees; (c) we may set off amounts you owe against any goods or funds of yours in our possession and exercise a lien (including a warehouseman's lien) over your goods for amounts due; and (d) we may suspend services and, where you fail to pay on the payment deadline, terminate the Service Agreement with immediate effect. All amounts are payable by you without set-off, counterclaim, or deduction, except as required by law.
7. Liability and Limitations
7.1 Limits of Liability
We are liable for loss of or damage to goods only where you prove that (i) the loss or damage occurred while the goods were physically in our possession, and (ii) it was caused by the wilful neglect of Janio or its own servants acting within the scope of their employment. Subject to this, and unless otherwise agreed in your Service Agreement, our liability for claims arising out of an Order is limited to the lower of the Declared Value of the individual item or the following amounts: - Cross-border shipments: USD 100.00; - Domestic shipments in Singapore: USD 50.00; - Domestic shipments in Malaysia: MYR 200.00; - Domestic shipments in Indonesia: IDR 1,000,000.00, or ten times the freight charges for the item if lower; - Domestic shipments in China and all other countries: USD 50.00. These limits are inclusive of any relevant charges in addition to the Declared Value, and are subject to any mandatorily applicable conventions (including the Warsaw Convention, Hague Rules, and Hague-Visby Rules). Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that may not be limited or excluded by law.
7.2 Business-to-Business (B2B) Transactions
For B2B transactions, the limits in Section 7.1 do not apply. Instead, our liability is limited as follows: for domestic shipments, the limit under mandatorily applicable law or, if none applies, the lower of USD 50.00 per occurrence, the actual loss, or the replacement cost of the Order; and for cross-border shipments, the limit under any applicable international carriage-of-goods convention or, if none applies, the lower of the actual loss, the replacement cost, or 8.33 SDR per kilogram for ground transport, 19 SDR per kilogram for air transport, and 666.66 SDR per packaging unit for ocean transport. Where the Hague Rules, Hague-Visby Rules, Warsaw Convention, or Montreal Convention 1999 are mandatory, the limits set out therein apply.
7.3 Claims Per Shipment and Additional Coverage
Claims are limited to one claim per shipment, settled at the lower of the Declared Value or the applicable limit above. Settlement of a claim for a damaged order covers only the goods that are damaged, and settlement of a claim for missing goods covers only the missing goods, not the whole package or shipment. Additional liability coverage is available through our Coverage Top-Up (ParcelShield) service on request.
7.4 Exclusions
Neither party shall be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit or for any indirect or consequential loss arising under or in connection with these Terms, provided that this exclusion does not apply to loss arising from a party's negligence, fault, or default in the performance of its obligations.
7.5 Indemnification
You agree to indemnify, defend, and hold harmless Janio and its officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses (including reasonable legal and other professional fees, and collection costs) arising, whether directly or indirectly, from any act, omission, or failure of you or your officers, employees, agents, consultants, or subcontractors, including your breach of these Terms, your violation of any law or regulation, your shipment of prohibited items, your failure to make payment when due, or your negligence or willful misconduct.
8. Claims and Internal Dispute Mechanism
8.1 Filing a Claim
All claims are limited to the Declared Value, where applicable. To bring a claim, you must file a Dispute Notice supported by the relevant supporting documents (such as an incident report, photographic evidence, proof of value, and commercial invoices) within the applicable Dispute Notice Period: - for missing or damaged orders: the later of thirty (30) calendar days from creation of the relevant Order, or seven (7) calendar days from successful delivery; and - for invoice disputes: twenty (20) business days from receipt of the invoice, extendable at our discretion to no more than forty (40) business days. Claims should be submitted through our platform. All packaging must be retained for inspection if required.
8.2 Resolving a Claim
The parties will use best efforts to resolve any dispute through our Internal Dispute Mechanism within thirty (30) calendar days of the Dispute Notice. If we agree with the claim, you are not required to pay the disputed amount, and we will reimburse any amount already paid. If we disagree in whole or in part, we will provide our response with the relevant supporting documents. Notwithstanding any dispute, you must pay all charges by the payment deadline other than the disputed sums, and must still pay any disputed duties and taxes charges by the deadline. If the dispute is resolved in your favour, we will reimburse you as soon as practicable.
8.3 Claim Limitations
Claims not filed within the required periods may be denied. Claims are limited to the applicable liability limits or the Declared Value, whichever is lower. We are not responsible for claims arising from improper packaging, inaccurate declarations, undervaluation, or prohibited items.
9. Anti-Bribery and Anti-Corruption
9.1 Representations and Warranties
Each party represents and warrants that it has adequate procedures for reporting violations of anti-bribery and anti-corruption laws, conducts its business ethically, and complies at all times with such laws, and that neither it nor its affiliates, officers, employees, agents, consultants, or subcontractors has directly or indirectly given, made, offered, or received any payment, gift, or other advantage that a reasonable person would consider unethical, illegal, or improper, or been investigated for or found by a court to have engaged in any corrupt act.
9.2 Undertakings
You undertake to comply, and to procure that your affiliates, officers, employees, agents, consultants, and subcontractors comply, with all anti-bribery and anti-corruption laws and our related policies; not to engage in any activity, practice, or conduct that would constitute an offence under those laws; to certify your compliance in writing annually on request; and to ensure that any person performing services in connection with your Service Agreement does so under a written contract incorporating equivalent terms, for which you remain responsible and directly liable.
10. Intellectual Property
10.1 Janio's Intellectual Property
All intellectual property rights in our platform, software, algorithms, interfaces, documentation, and branding are owned by Janio or our licensors. You may not copy, modify, distribute, or create derivative works of our intellectual property without our prior written consent. Our trademarks and trade dress may not be used without our prior written permission.
10.2 License Grant
Subject to these Terms, we grant you a limited, non-exclusive, non-transferable license to access and use our platform for your internal business purposes. This license does not include the right to sublicense, sell, or transfer access to third parties.
10.3 Your Data
You retain ownership of all data you submit to our platform. You grant us a license to use, process, and store your data as necessary to provide our services. Upon termination, you may request export of your data for a period of ninety (90) days.
11. Confidentiality
12. Termination
12.1 Termination for Convenience
Either party may terminate these Terms or the Service Agreement for any reason by providing one (1) month's written notice to the other party, or at an earlier time as agreed between the parties.
12.2 Termination for Cause
Either party may terminate these Terms immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach (where remediable) within thirty (30) business days of receiving written notice, becomes insolvent, is unable to pay its debts as they fall due, enters into an arrangement with its creditors, has a receiver or similar officer appointed over its assets, or ceases or threatens to cease carrying on a substantial part of its business. We may also terminate with immediate effect and suspend all services if you fail to pay any amount due on the payment deadline.
12.3 Effect of Termination
Upon termination, you must immediately pay all outstanding invoices and accrued interest, and we may invoice for services supplied but not yet invoiced. We will complete processing of shipments booked before termination. Your access to the platform will be suspended upon termination, and you may request export of your data within ninety (90) days of termination. On your request, we will return items in our care at a mutually agreed cost. Provisions of these Terms that by their nature should survive termination shall survive, including liability limitations, indemnification, confidentiality, and governing law.
13. Governing Law and Dispute Resolution
13.1 Dispute Resolution
Any dispute must first be referred to our Internal Dispute Mechanism (Section 8). If a dispute above US$200,000 is not fully resolved through that mechanism, the parties will refer it to mediation administered by the Singapore Mediation Centre and, if it is not resolved within twenty (20) business days, to final resolution by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with its rules. The seat of the arbitration shall be Singapore, the tribunal shall consist of one (1) arbitrator appointed jointly by the parties, and the language of the arbitration shall be English.
13.2 Jurisdiction
Any dispute below US$200,000 that is not resolved through the Internal Dispute Mechanism, and any question regarding the existence, validity, or termination of the Service Agreement, shall be subject to the exclusive jurisdiction of the courts of the Republic of Singapore (including, where applicable, the Small Claims Tribunal). Each party waives any objection on the grounds of forum non conveniens, and all proceedings shall be conducted in the English language.
14. General Provisions
14.1 Entire Agreement
These Terms, together with any Service Agreement and policies referenced herein, constitute the entire agreement between you and Janio regarding the subject matter hereof and supersede all prior agreements, representations, and understandings, whether written or oral. Each party acknowledges that it does not rely on any representation, warranty, or statement not set out in these Terms or the Service Agreement.
14.2 Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable, or, if such modification is not possible, struck, and the remaining provisions shall remain in full force and effect.
14.3 Waiver
A waiver of any right or remedy under these Terms is effective only if given in writing and shall not be deemed a waiver of any subsequent right or remedy. The failure or delay of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
14.4 Assignment
You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign, subcontract, delegate, or otherwise deal with our rights and obligations under these Terms, including in connection with a merger, acquisition, or sale of assets, on one (1) month's written notice to you.
14.5 Force Majeure
Neither party shall be liable for any failure or delay in performance due to events beyond its reasonable control ("Force Majeure Events"), including acts of God, strikes or industrial action, war, terrorism, riot, embargo, fire, flood, earthquake or other severe weather or natural disaster, epidemic or pandemic, failure of utilities, communications, or transportation, and government actions such as the sudden declaration of public holidays, import or export restrictions, or the revocation of licenses. If a Force Majeure Event continues for more than thirty (30) calendar days, the unaffected party may terminate the Service Agreement on one (1) week's written notice.
14.6 Relationship of the Parties
Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties. Neither party has authority to act for, assume any obligation on behalf of, or bind the other party.
14.7 Third-Party Rights
Except as expressly stated, these Terms do not confer any rights under the Contracts (Rights of Third Parties) Act 2001 of Singapore on any person who is not a party to them, and the parties may vary or rescind these Terms without the consent of any third party.
14.8 Notices
Notices under these Terms must be in writing and may be delivered by hand, by pre-paid post to a party's registered office or principal place of business, or by email to the address associated with your account (or to support@janio.asia for notices to Janio). Notices sent by email are deemed received at the time of transmission, or when business hours next resume if sent outside business hours (9:00am to 5:00pm, Monday to Friday, excluding public holidays in the place of receipt).