Terms & Conditions

These Terms and Conditions ("Terms") govern your use of the Spence Logistics LLC website located at www.spencelogistics.online and any services provided by Spence Logistics LLC ("Company," "we," "us," or "our"). By accessing our website or engaging our services, you agree to be bound by these Terms. If you do not agree, please do not use our website or services.

1. Services Provided

Spence Logistics LLC provides medical courier and logistics services including, but not limited to:

• Organ and tissue transport
• Laboratory specimen pickup and delivery
• Pharmaceutical and controlled substance transport
• Medical equipment and DME delivery
• HIPAA-compliant medical records transport
• Emergency and STAT dispatch services
• Contracted recurring healthcare delivery routes

All services are subject to availability, geographic coverage, applicable law, and the terms of a separately executed service agreement. Submission of a contact or inquiry form on this website does not constitute a binding service agreement.

2. Eligibility and Use of Website

By using this website, you represent that you are at least 18 years of age and are accessing this site on behalf of yourself or an authorized organization. You agree to use this website only for lawful purposes and in a manner that does not infringe the rights of others or restrict or inhibit their use of the website.

You agree not to:

• Use the website to transmit Protected Health Information (PHI) without a valid executed BAA
• Attempt to gain unauthorized access to any portion of the website or its infrastructure
• Use automated tools to scrape, crawl, or extract content from this website
• Misrepresent your identity or affiliation when submitting inquiries

3. HIPAA and Business Associate Compliance

Spence Logistics LLC operates as a HIPAA Business Associate when transporting Protected Health Information on behalf of covered entities as defined under 45 CFR Part 160. Prior to any engagement involving PHI, a Business Associate Agreement (BAA) must be executed between the covered entity and Spence Logistics LLC.

Covered entities engaging our services agree to:

• Execute a BAA prior to any transfer or disclosure of PHI
• Provide accurate pickup and delivery information on all manifests
• Package PHI in accordance with applicable regulatory requirements
• Notify Spence Logistics LLC immediately of any known or suspected breach related to items in transit

4. Service Agreements and Pricing

All formal service engagements require a written Service Agreement or Statement of Work signed by authorized representatives of both parties. Pricing, service levels, pickup and delivery windows, and liability terms are established in those agreements.

Rates quoted verbally or via email are estimates only and are not binding until confirmed in a written, countersigned agreement. Spence Logistics LLC reserves the right to decline service requests at its sole discretion.

Net 30 billing terms are available for qualified institutional accounts upon credit approval. Invoices not paid within terms may be subject to a late fee of 1.5% per month on outstanding balances.

5. Limitation of Liability

Spence Logistics LLC's liability for any claim arising out of or related to our services is limited to the fees paid by the client for the specific delivery giving rise to the claim, except where otherwise required by applicable law.

We are not liable for:

• Delays caused by traffic, weather, road closures, or other events outside our reasonable control
• Loss or damage to improperly packaged items
• Consequential, incidental, or indirect damages including loss of revenue or business opportunity
• Actions or omissions of third-party facilities, staff, or receiving parties
• Loss or damage caused by force majeure events including natural disasters, pandemics, government orders, or acts of war

Nothing in these Terms limits liability for gross negligence, willful misconduct, or as otherwise prohibited by New York law.

6. Insurance

Spence Logistics LLC maintains commercial auto liability insurance and cargo liability insurance. Certificates of Insurance (COIs) are available upon request. Clients requiring additional insured endorsements must notify us in writing at least 5 business days before service commencement.

7. Intellectual Property

All content on this website — including text, graphics, logos, service descriptions, and the "Delivering Care, Not Just Cargo™" tagline — is the property of Spence Logistics LLC and is protected by applicable U.S. copyright and trademark law. You may not reproduce, distribute, or create derivative works from this content without our prior written consent.

8. Confidentiality

Both parties to any service engagement agree to maintain the confidentiality of non-public information shared in connection with that engagement. Spence Logistics LLC will not disclose client identities, route information, or contractual terms to third parties without written consent, except as required by law or in connection with our HIPAA obligations.

9. Indemnification

You agree to indemnify, defend, and hold harmless Spence Logistics LLC, its owners, officers, employees, and agents from and against any claims, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of our services or website; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; or (d) inaccurate or incomplete information provided to us in connection with a service request.

10. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of New York, without regard to its conflict of law provisions. Any dispute arising under these Terms shall be resolved in the state or federal courts located in Albany County, New York, and both parties consent to the personal jurisdiction of such courts.

Prior to initiating any legal proceeding, the parties agree to attempt to resolve disputes through good-faith negotiation for a period of not less than thirty (30) days.

11. Disclaimer of Warranties

This website and its content are provided on an "as is" and "as available" basis without any warranties of any kind, either express or implied. Spence Logistics LLC makes no warranty that the website will be error-free, uninterrupted, or free of viruses or other harmful components. We disclaim all warranties to the fullest extent permitted by law.

12. Links to Third-Party Websites

This website may contain links to third-party websites for informational purposes. Spence Logistics LLC does not endorse and is not responsible for the content, privacy practices, or accuracy of any third-party website. Access to linked sites is at your own risk.

13. Changes to These Terms

We reserve the right to modify these Terms at any time. Updated Terms will be posted on this page with a revised effective date. Your continued use of our website or services after any update constitutes acceptance of the revised Terms. For active service agreements, material changes to these Terms will be communicated in writing to the contracting party.

14. Severability

If any provision of these Terms is found to be unenforceable or invalid under applicable law, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

15. Contact Information

For questions about these Terms or to request a service agreement, BAA, or COI: