Legal

Terms of Service

Last updated: 2026-06-24

Terms of Service

STATUS: DRAFT. This document was authored with knowledge of the 4klyft platform's actual capabilities. It has NOT been reviewed by qualified legal counsel and MUST be reviewed before publication. Sections marked [TODO: …] require jurisdiction-specific or business-specific input.

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Last updated: 2026-06-24.

These Terms of Service ("Terms") govern your use of the 4klyft platform (the "Service") and form a binding contract between you ("you", "Customer") and [TODO: legal entity name] ("4klyft", "we", "us"). By creating an account, accessing the Service, or signing an Order Form that references these Terms, you confirm that you've read, understood, and agree to them.

If you're agreeing on behalf of a company or other legal entity, you confirm that you have the authority to bind that entity, and "Customer" means that entity.

If you do not agree, you may not use the Service.

1. The Service

4klyft provides a multi-tenant software-as-a-service platform for logistics operations: route planning and optimisation, fulfilment workflow orchestration, inventory management, driver mobile applications, and associated documentation and analytics. Specific features and limits applicable to your subscription are described in your Order Form or, for self-serve subscriptions, in your selected Plan at sign-up.

We may evolve the Service over time. We will not materially reduce the core functionality of any feature you're paying for during a paid term without giving you reasonable advance notice and a route to migrate.

2. Your account

To use the Service, you must create an account. You agree to:

  • Provide accurate, current information at sign-up and keep it updated.
  • Keep your authentication credentials confidential.
  • Notify us promptly at security@4klyft.com if you suspect unauthorised access.
  • Take responsibility for everything that happens under your account, including the acts of your authorised users.

You may invite additional users into your account. You are responsible for those users' compliance with these Terms. Per-user pricing may apply per your Plan.

We may suspend or terminate your account if we reasonably believe it has been used in violation of these Terms, our Acceptable Use Policy (./ACCEPTABLE_USE.md), or applicable law, or in response to a lawful request from a competent authority.

3. Subscription, fees, and taxes

3.1 Plans

The Service is offered on a subscription basis. Your subscription tier, billing cycle, included shipment volume, and price are defined in your Order Form (for negotiated subscriptions) or in your Plan selection (for self-serve subscriptions). Current self-serve pricing is published at 4klyft.com/pricing and forms part of these Terms by reference.

3.2 Free trial

Where the Service includes a free trial, the trial begins on the date you activate your account and ends on the date specified at sign-up (default 14 days, unless otherwise stated). At the end of the trial, your account converts to the Plan you selected and you are charged from that date forward unless you cancel before the trial ends.

3.3 Billing

Subscriptions are billed in advance on the billing cycle you select (monthly or annual). Usage-based components (per-shipment charges above your Plan's included volume) are billed in arrears, at the end of each billing cycle. Payment is made via the payment method you provide; we use Stripe Payments Europe Ltd as our payment processor.

If we cannot charge your payment method: 1. We will retry the charge within a reasonable retry window. 2. We will notify you by email. 3. After 15 days of non-payment, we may suspend your access to the Service. 4. After 30 days of non-payment, we may terminate your subscription and delete account data as per the data retention provisions of our Privacy Policy and Data Processing Addendum.

3.4 Price changes

We may change subscription prices. We will give you at least 30 days' written notice of a price change. The change applies to the next renewal of your subscription. If you do not agree to the new price, you may terminate the subscription effective at the end of the current term, with no further obligation beyond the current term's fees.

3.5 Taxes

Prices are exclusive of taxes unless stated otherwise. You are responsible for all sales tax, value-added tax (VAT), goods-and-services tax (GST), withholding tax, and similar taxes that apply to your purchase, except taxes on our net income. You agree to provide accurate tax identification information (VAT number, etc.) at sign-up and to keep it updated.

3.6 No refunds

Fees are non-refundable except where required by law. If we materially breach these Terms and fail to cure the breach within 30 days of receiving written notice, you may terminate the affected portion of your subscription and we will refund the pro-rated unused portion of pre-paid fees.

4. Customer Data

4.1 Definitions

"Customer Data" means any data you (or your authorised users) submit to or generate via the Service, including data about your own end-customers, drivers, vehicles, shipments, inventory, invoices, and any other operational data.

4.2 Ownership

You retain all rights, title, and interest in Customer Data. We claim no ownership of Customer Data.

4.3 Licence to operate the Service

You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, display, and process Customer Data solely to operate, provide, secure, and improve the Service for you and your authorised users. This licence ends when you stop using the Service.

4.4 Privacy and data protection

We process personal data within Customer Data as your processor under our Data Processing Addendum (./DATA_PROCESSING_ADDENDUM.md), which is incorporated into these Terms by reference. The DPA governs how we process personal data on your behalf, including transfers, security measures, subprocessor management, and your data-subject rights flow-down.

We process personal data about you (Customer contact data, billing data, usage data) as a controller under our Privacy Policy (./PRIVACY_POLICY.md).

4.5 Your responsibilities

You represent and warrant that:

  • You have all rights, consents, and authority necessary to submit Customer Data to the Service.
  • Your submission and our processing of Customer Data does not violate any law or third-party right.
  • You will not submit special categories of personal data (Article 9 GDPR) to the Service except where you have explicit consent and you've notified us in writing.
  • You will not submit data of children under 16 to the Service except where lawfully required for a specific use case you've notified us of.

4.6 Aggregated and de-identified data

We may create aggregated and de-identified data from Customer Data (data that cannot reasonably be linked back to you, your users, or any natural person). We may use this aggregated and de-identified data for any lawful purpose, including improving the Service, benchmarking, security research, and internal analytics.

4.7 Return and deletion of Customer Data

On termination of your subscription, you may export Customer Data through the Service's standard export functionality for 30 days after termination. After that period, we will delete Customer Data from production systems within a further 60 days, except where retention is required by law or where data has been aggregated and de-identified.

Backups containing Customer Data are overwritten on our rolling 35-day backup cycle. We do not separately purge backups, but we suppress restoration of deleted data through documented controls.

5. Acceptable Use

You agree to comply with our Acceptable Use Policy (./ACCEPTABLE_USE.md), which is incorporated into these Terms by reference. Violations may result in suspension or termination of your account without refund.

6. Intellectual property

6.1 Our IP

We retain all rights, title, and interest in the Service, including all software, documentation, branding, and content we provide. Nothing in these Terms transfers any of our intellectual property rights to you, except for the limited licence to use the Service granted in these Terms.

6.2 Feedback

If you provide feedback, suggestions, or feature requests ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to use, modify, and incorporate the Feedback into the Service or any other product, without obligation to you.

6.3 Customer branding for case studies

You grant us the right to identify you as a 4klyft customer and to use your company name and logo on our website, marketing materials, and Service documentation. You may revoke this right at any time by emailing marketing@4klyft.com; we will remove the reference within a reasonable time and stop new use immediately. Any specific case study or testimonial requires your separate written approval.

7. Confidentiality

Each party may have access to information of the other that is marked as confidential or that would reasonably be considered confidential ("Confidential Information"). Each party agrees:

  • To use Confidential Information of the other only as needed to perform under these Terms.
  • To protect Confidential Information with at least the same degree of care it uses for its own confidential information, but no less than reasonable care.
  • Not to disclose Confidential Information except to employees, contractors, or advisors who need to know it and who are bound by confidentiality obligations no less protective than these.

Confidential Information does not include information that:

  • Is or becomes publicly known through no fault of the receiving party.
  • Was known to the receiving party before disclosure, free of any confidentiality obligation.
  • Is independently developed without reference to the disclosing party's Confidential Information.
  • Is rightfully received from a third party without restriction.

Either party may disclose Confidential Information when required by law, provided it gives the other party reasonable notice (where legally permitted) to seek a protective order.

This Section 7 survives termination for 5 years, except that trade secrets are protected as Confidential Information for as long as they remain trade secrets under applicable law.

8. Warranties and disclaimers

8.1 Mutual warranties

Each party warrants that it has the corporate authority to enter into and perform under these Terms and that signature of these Terms does not violate any other agreement to which it is a party.

8.2 Our warranties

We warrant that:

  • The Service will materially conform to its published documentation.
  • We will provide the Service with reasonable skill and care.
  • We will comply with applicable data protection laws in our role as processor of Customer Data, per the DPA.
  • We will not knowingly introduce malicious code into the Service.

If the Service fails to conform to these warranties, your sole and exclusive remedy is for us to use commercially reasonable efforts to correct the non-conformity. If we cannot correct it within a reasonable time, you may terminate the affected portion of your subscription and receive a pro-rated refund of pre-paid fees for the unused term.

8.3 DISCLAIMER

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM HARMFUL COMPONENTS, OR THAT ANY DATA WILL BE FREE FROM LOSS OR CORRUPTION.

WE DO NOT CONTROL CARRIERS, MERCHANTS, OR OTHER THIRD PARTIES THAT INTERACT WITH THE SERVICE. WE ARE NOT LIABLE FOR LATE, FAILED, OR DAMAGED DELIVERIES CAUSED BY THIRD PARTIES.

9. Indemnification

9.1 Our indemnity to you

We will defend you against any third-party claim alleging that your authorised use of the Service infringes that third party's patent, copyright, trademark, or trade secret rights ("IP Claim"), and we will pay any settlement we agree to or final award entered against you by a court of competent jurisdiction, provided that:

  • You give us prompt written notice of the IP Claim.
  • You give us sole control of the defence and settlement (we will not settle in a way that imposes a material non-financial obligation on you without your consent, not to be unreasonably withheld).
  • You give us reasonable cooperation, at our expense.

If we believe the Service is or may become the subject of an IP Claim, we may, at our option and expense: (i) procure for you the right to continue using the Service; (ii) modify the Service so it is no longer infringing; or (iii) if neither is commercially reasonable, terminate the affected portion of your subscription and refund pre-paid unused fees.

We have no obligation under this Section 9.1 for any IP Claim arising from: (a) modifications to the Service not made by us; (b) combination of the Service with anything not provided by us, where the IP Claim would not arise from the Service alone; (c) Customer Data; (d) your continued use of an allegedly infringing version of the Service after we have provided a non-infringing replacement; or (e) your breach of these Terms.

This Section 9.1 is our sole liability, and your sole remedy, for any IP Claim.

9.2 Your indemnity to us

You will defend us against any third-party claim arising from:

  • Customer Data, including any claim that Customer Data infringes a third-party right or violates applicable law.
  • Your use of the Service in violation of these Terms, the Acceptable Use Policy, or applicable law.
  • Any product or service you sell or deliver using the Service (including but not limited to defective goods, false advertising, or warranty claims by your end-customers against you).
  • Your relationship with your own customers, end-recipients, drivers, employees, contractors, and other counterparties.

You will pay any settlement you agree to or final award entered against us, provided that we give you prompt written notice, sole control of the defence and settlement (subject to the same consent-not-unreasonably-withheld carve-out), and reasonable cooperation at your expense.

10. Limitation of liability

10.1 Exclusion of indirect damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY IS LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF THAT PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap on direct damages

EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE FEES YOU PAID OR ARE OBLIGATED TO PAY US IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY; OR (B) €10,000 (OR ITS EQUIVALENT IN YOUR BILLING CURRENCY).

10.3 Exclusions from the cap

The cap in Section 10.2 does not apply to:

  • Your obligation to pay fees due under these Terms.
  • Either party's liability under Section 9 (Indemnification).
  • Either party's liability for gross negligence, wilful misconduct, or fraud.
  • Either party's liability for personal injury, death, or damage to tangible property caused by its negligence.
  • Either party's breach of confidentiality (Section 7).
  • Liability that cannot be limited or excluded under applicable law.

10.4 Acknowledgement

You and we acknowledge that the limitations in this Section 10 are a fundamental basis of the bargain between us, and the fees reflect this allocation of risk.

11. Term and termination

11.1 Term

These Terms take effect on the date you first accept them and continue until terminated as set out below. Your subscription term is set in your Order Form or, for self-serve subscriptions, by your billing cycle.

11.2 Renewal

Subscriptions renew automatically at the end of each term for a further term of the same length, unless either party gives notice of non-renewal at least 30 days before the end of the current term.

11.3 Termination for convenience

For self-serve subscriptions, you may cancel your subscription at any time from your account settings. Cancellation takes effect at the end of the current billing cycle. For negotiated subscriptions, termination for convenience is governed by your Order Form.

11.4 Termination for cause

Either party may terminate these Terms with written notice if the other party:

  • Materially breaches these Terms and fails to cure the breach within 30 days of receiving written notice of the breach (or within 10 days for breach of payment obligations).
  • Becomes insolvent, makes a general assignment for the benefit of creditors, has a receiver appointed, or initiates or has initiated against it any bankruptcy proceeding that is not dismissed within 60 days.

We may also terminate or suspend your subscription immediately, without prior notice, if you violate the Acceptable Use Policy in a way that exposes us or our other customers to material risk.

11.5 Effect of termination

On termination:

  • Your right to use the Service ends.
  • You can export Customer Data for 30 days after termination, as described in Section 4.7.
  • Fees already paid are non-refundable except as expressly provided in these Terms.
  • The following sections survive termination: 4.7 (Return of Customer Data), 6 (IP), 7 (Confidentiality), 8.3 (Disclaimer), 9 (Indemnification), 10 (Limitation of liability), 11.5 (this section), 12 (Governing law), 13 (Misc).

12. Governing law and dispute resolution

These Terms are governed by the laws of [TODO: jurisdiction — e.g. England and Wales, the Netherlands, Delaware, depending on your incorporating jurisdiction], without regard to conflicts-of-law principles.

The parties agree to attempt in good faith to resolve any dispute arising out of or related to these Terms through informal discussion before initiating any legal proceedings. Either party may give written notice describing the dispute to the other's legal contact, and the parties will discuss the dispute within 30 days of that notice.

If the dispute is not resolved within 60 days of the notice, either party may bring the matter to the exclusive jurisdiction of the courts of [TODO: city, jurisdiction].

Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

For consumers in the EU or UK (which is unlikely given this is a B2B Service, but stated for completeness), nothing in this Section 12 limits any non-waivable consumer rights you have under the law of the country where you live.

13. Miscellaneous

13.1 Independent contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

13.2 Assignment

You may not assign these Terms without our prior written consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all of your assets, provided the assignee assumes all of your obligations in writing. We may assign these Terms without your consent in connection with a merger, acquisition, or sale of substantially all of our assets. Any prohibited assignment is void.

13.3 Force majeure

Neither party is liable for any failure or delay in performance (other than payment of fees) caused by events beyond its reasonable control, including acts of God, war, terrorism, riots, civil unrest, governmental actions, epidemics or pandemics, fire, flood, earthquake, internet service provider failures or delays, or denial-of-service attacks.

13.4 Notices

All notices to us must be sent to legal@4klyft.com and copied to [TODO: postal address]. All notices to you will be sent to the email address on file for your account or, for negotiated subscriptions, to the notice address in your Order Form. Notices are deemed given on the next business day after sending.

13.5 Entire agreement

These Terms, together with the Privacy Policy, Data Processing Addendum, Acceptable Use Policy, and any Order Form you've signed with us, constitute the entire agreement between you and us regarding the Service and supersede all prior or contemporaneous agreements or understandings, written or oral. Any conflict between these documents is resolved in the following order of precedence (highest first): Order Form > Data Processing Addendum > these Terms > Acceptable Use Policy > Privacy Policy. No purchase-order terms apply, even if we sign or otherwise acknowledge the purchase order.

13.6 Modifications

We may modify these Terms from time to time. For material changes — those that increase your obligations or reduce your rights — we will:

  • Update the "Last updated" date at the top.
  • Notify active customers by email at least 30 days before the change takes effect.

Continued use of the Service after the effective date constitutes acceptance. If you don't accept, you may terminate your subscription at the end of the current term, with no further obligation beyond that term's fees.

13.7 Severability

If any provision of these Terms is held invalid or unenforceable, 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.

13.8 No waiver

A party's failure to enforce a provision is not a waiver of that provision or any other.

13.9 No third-party beneficiaries

These Terms do not create any third-party beneficiary rights.

13.10 Export control and sanctions

You confirm that you and your authorised users are not on any government-administered restricted-party list (including the U.S. Department of Commerce's Denied Persons List, the U.S. Treasury's OFAC SDN list, the EU consolidated list of persons subject to financial sanctions, the UK HM Treasury sanctions list), and that you are not located in or a national of any country subject to a comprehensive U.S. embargo. You agree not to use the Service in violation of applicable export-control and sanctions laws.

13.11 Government use

If you are a U.S. federal, state, or local government entity, your use of the Service is governed by these Terms as a commercial off-the-shelf product, with no rights beyond those granted to commercial customers.

13.12 Signatures and electronic acceptance

You can accept these Terms by clicking "I accept" at sign-up, by signing an Order Form that references them, or by accessing or using the Service. Electronic acceptance has the same legal effect as a manual signature.

Contact: Questions about these Terms? Email legal@4klyft.com.