Terms of Service

Last updated: July 1, 2026  |  Effective: July 1, 2026

1. Agreement to terms

These Terms of Service (“Terms”) form a binding agreement between you and Upper Freight Solutions LLC, a limited liability company with its principal place of business at 725 South Lincoln Boulevard, Oklahoma City, Oklahoma 73129, USA. By accessing https://upper.hpsholding.com, requesting a quote or tendering a shipment to us, you agree to these Terms. If you do not agree, do not use the website or our services.

Where a separate signed broker-shipper agreement exists between us, that agreement controls to the extent of any conflict with these Terms.

2. Our role as a broker

Upper Freight Solutions operates as a property broker arranging for the transportation of freight by licensed motor carriers. We are not a motor carrier and we do not take physical possession of your freight. The motor carrier performing the transportation is solely responsible for the safe carriage of the shipment and is liable for loss or damage in accordance with applicable law and its own tariff and insurance.

We select carriers using reasonable diligence, including verification of operating authority, insurance coverage and available safety data, but we do not guarantee the performance of any carrier.

3. Quotes and rates

Rate quotations are estimates based on the information you supply and on market conditions at the time of quoting. A quotation is valid only for the pickup date stated and is subject to change or withdrawal until a rate confirmation is issued and accepted.

Rates assume accurate information regarding commodity, weight, dimensions, pallet count, equipment requirements and accessibility at both origin and destination. If actual conditions differ — for example the freight is heavier, taller or requires equipment not disclosed — the rate may be adjusted, and we will notify you before proceeding wherever practicable.

Indicative lane ranges published on our pricing page are illustrative market references and are not offers.

4. Accessorial charges

Charges that are only incurred in specific circumstances are billed in addition to the quoted rate. These may include detention beyond the free time allowed, layover, truck ordered not used, reconsignment or redelivery, lumper fees, driver-assist unloading, pallet exchange, tarping, extra stops, permits and escorts for over-dimensional loads, and storage. Accessorial charges are billed only where actually incurred and are supported by carrier documentation on request.

5. Your responsibilities as a shipper

• Provide complete and accurate shipment information, including any hazardous materials classification.
• Properly package, block, brace and label freight so it can withstand normal transportation handling.
• Ensure a bill of lading accurately describing the shipment is issued and signed at pickup.
• Note any shortage, damage or exception on the delivery receipt before the driver departs.
• Provide safe access, adequate loading facilities and reasonable loading and unloading times.
• Comply with all applicable laws, including export controls, food safety requirements and hazardous materials regulations.
• Not tender prohibited freight, including but not limited to live animals, human remains, currency, firearms, illegal substances, or goods whose transportation would violate law.

6. Cargo claims

Claims for loss, damage or delay must be reported to us within 24 hours of delivery for concealed damage and noted on the delivery receipt for visible damage. A formal written claim must be filed within nine months of the delivery date, or the date delivery should have occurred, in accordance with 49 U.S.C. § 14706 (the Carmack Amendment).

We will file and pursue the claim with the responsible motor carrier on your behalf and keep you informed of its progress. Carrier liability is generally limited to the actual value of the goods and may be further limited by the carrier's tariff or the terms noted on the bill of lading. Upper Freight Solutions is not liable as a carrier for cargo loss or damage. Freight charges remain payable notwithstanding an open claim, and claims may not be offset against amounts owed to us.

7. Payment terms

Unless credit terms have been approved in writing, invoices are due on receipt. Approved accounts are typically extended Net 30 terms following a credit review. Invoices are issued after delivery with supporting documentation attached.

Past-due balances may accrue a service charge of 1.5% per month, or the maximum permitted by Oklahoma law if lower. You are responsible for reasonable collection costs and attorneys' fees incurred in recovering amounts properly owed. We may suspend service on accounts with past-due balances. Full billing detail is set out in our Billing & Cancellation Policy.

8. Cancellations

Loads may be cancelled without charge before a carrier has been dispatched. Once a carrier has been dispatched or has arrived at the pickup location, a truck ordered not used charge may apply as set out in our Billing & Cancellation Policy. Cancellation requests should be made by telephone and confirmed in writing.

9. Website use and intellectual property

All content on this website — text, layout, graphics, photographs, logos and code — is owned by or licensed to Upper Freight Solutions LLC and is protected by United States and international intellectual property law. You may view and print pages for your own business use. You may not copy, republish, scrape, frame, or use our content or trademarks commercially without our prior written permission.

You agree not to use the website to transmit malicious code, attempt unauthorized access, interfere with its operation, harvest contact information for unsolicited marketing, or misrepresent your affiliation with us.

10. Disclaimers

The website and its content are provided “as is” and “as available” without warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose and non-infringement. We do not warrant that the website will be uninterrupted, error-free or free of harmful components, or that transit times, rate ranges or other estimates published here will be met in any particular case.

11. Limitation of liability

To the maximum extent permitted by law, Upper Freight Solutions LLC, its members, officers, employees and agents shall not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, including lost profits, lost sales, business interruption, production downtime or loss of goodwill, arising out of or relating to the services or this website, even if advised of the possibility of such damages.

Our aggregate liability arising out of any single shipment shall not exceed the brokerage commission actually retained by us on that shipment, and our aggregate liability for all claims arising from use of this website shall not exceed one thousand United States dollars (US$1,000). Nothing in these Terms excludes liability that cannot lawfully be excluded.

12. Indemnification

You agree to indemnify, defend and hold harmless Upper Freight Solutions LLC and its members, officers, employees and agents from any claims, liabilities, damages, fines, penalties, losses and expenses (including reasonable attorneys' fees) arising from your breach of these Terms, your violation of applicable law, inaccurate shipment information you provided, or improper packaging, loading or documentation of freight you tendered.

13. Force majeure

Neither party is liable for failure or delay in performance caused by events beyond its reasonable control, including severe weather, natural disaster, fire, flood, epidemic, war, terrorism, civil unrest, labour disputes, road closures, government action, fuel shortages, cyber-attack or failure of telecommunications networks.

14. Governing law and disputes

These Terms are governed by the laws of the State of Oklahoma, without regard to conflict-of-law principles, except where federal transportation law applies. The parties agree to attempt good-faith resolution of any dispute by direct negotiation for 30 days. Failing that, the exclusive venue for any action shall be the state or federal courts located in Oklahoma County, Oklahoma, and both parties consent to personal jurisdiction there.

15. Severability, waiver and assignment

If any provision of these Terms is held unenforceable, the remaining provisions continue in full force and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable. A failure to enforce any provision is not a waiver of it. You may not assign these Terms without our written consent; we may assign them in connection with a merger or sale of assets.

16. Changes to these terms

We may revise these Terms from time to time. The “Last updated” date shows the current version. Continued use of the website or tendering of new shipments after revision constitutes acceptance of the updated Terms. Shipments already in transit remain governed by the version in effect when the rate confirmation was issued.

Contact us about this policy

Upper Freight Solutions LLC
Attn: Daniel Williams, Managing Member
725 South Lincoln Boulevard, Oklahoma City, Oklahoma 73129, USA
Phone: +1 (813) 306-5715
Email: Daniel@upper.hpsholding.com