Terms of service

1. The Services

ShipFlow is a warehouse management system: receiving, inventory, orders, waves, picking, packing, shipping with labels bought through carrier accounts, a client portal, billing between a Warehouse and its clients, and reports. RateFlow is quoting and client management for 3PLs: rate cards, quotes, a client portal where rates are accepted, and invoices read back in against what was quoted; it is served at rateflow.app. QualityFlow is a quality management system: quality events, nonconformances and corrective actions, controlled documents, safety data sheets, training, risks, audits, management review and ISO 9001 readiness. The Services connect to sales channels, marketplaces, carriers, EDI networks and accounting systems through integrations the Warehouse or its clients choose to enable. We provide software; the Warehouse provides the warehouse, the labour and the customer relationship, and remains responsible for the physical handling of goods.

2. Licensed and Full SaaS

• Full SaaS. We host, operate, secure and update the Services and the Warehouse pays a monthly subscription priced per client. Sections 9 and 10 describe what we owe in return.
• Licensed. We grant the Warehouse a non-exclusive, non-transferable licence to install and run the Services on infrastructure it controls, for the products, sites, clients and users stated in its agreement, for as long as the licence is in force. The Warehouse pays a licence fee and a quarterly maintenance and updates fee, which entitles it to updates released each quarter and to security fixes between releases. The Warehouse is responsible for hosting, backups, security of its infrastructure and installing updates; we are responsible for the software behaving as documented. The Warehouse may not sublicense, rent or provide the software to anyone other than its own clients through the portal as designed.
• Under either model each product may be taken alone or together with the others, as stated in the Warehouse's agreement.

3. Accounts and portal access

• The Warehouse designates administrators who create user accounts for its staff and, through the client portal, for its clients' staff, and who set each user's role and each client's entitlements.
• Each account is for one named person. Credentials must not be shared. Users must keep their passwords confidential and tell the Warehouse and us at once about any suspected unauthorised use.
• The Warehouse is responsible for the actions of every user it or its clients authorise, for removing access promptly when it should end, and for keeping user details accurate.
• Under Full SaaS we may suspend an account that we reasonably believe is compromised or is being used in breach of these terms, and we will tell the Warehouse when we do.

4. Client and Warehouse responsibilities

• Accurate item data. The Warehouse and its clients are responsible for the accuracy of SKUs, barcodes, descriptions, weights, dimensions, lot and serial rules, and country of origin. Rates, labels, customs and freight documents are produced from this data.
• Hazardous materials. Any item that is a hazardous material under 49 CFR, IATA or IMDG rules must be declared as such in the item master with its UN number, class, packing group and the required documentation before it is received. We rely on those declarations; we do not classify goods.
• Lawful goods and instructions. Only goods that may lawfully be stored and shipped, and only instructions that comply with carrier terms, export controls, sanctions and consumer law, may be entered into the Services.
• Channel and carrier accounts. Stores, marketplaces, carrier and EDI accounts connected to the Services belong to the Warehouse or its client, who must have the right to connect them and must comply with those providers' terms.
• Personal information. The Warehouse must have a lawful basis to give us the personal information it and its clients put into the Services, and must respond to its clients' and their customers' privacy requests, using the tools we provide.

5. Acceptable use

You may not: use the Services to break the law or infringe anyone's rights; probe, scan or test the security of the Services except as agreed in writing for a security assessment; access another Warehouse's or client's data or attempt to bypass isolation controls; interfere with the Services' operation, including by excessive automated requests; reverse engineer the Services except where the law forbids that restriction; resell or sublicense the Services except to the Warehouse's own clients through the portal as designed; or upload malicious code. We may remove content and suspend access to stop a violation.

6. API, webhooks and integrations

• API keys are issued per client, carry scopes, are shown once and must be stored securely. The Warehouse and its client are responsible for calls made with their keys until a key is revoked in the portal.
• The API is rate-limited and versioned. We keep a version available for at least 12 months after announcing its successor, and we notify Warehouse administrators by email before a breaking change.
• Webhooks are delivered with a signature that receivers must verify. Deliveries are retried and then paused after repeated failure; it is the receiver's responsibility to keep an endpoint available and to reconcile from the API if needed.
• Integrations depend on third-party services we do not control. We are not responsible for changes, outages or data handling on those services, and connecting one means accepting its provider's terms.

7. Fees

Fees for the Services, payment terms and any usage-based charges are set out in the Warehouse's agreement with us and its order forms, and are incorporated here by reference: under Full SaaS a monthly per-client subscription, under a licence a licence fee and a quarterly maintenance and updates fee, in each case depending on the products, clients, sites, users and integrations covered. Charges the Warehouse levies on its clients through the billing features are between the Warehouse and its clients. Carrier and postage charges are billed by the carrier or rating provider under the account used. Fees are exclusive of taxes, which the Warehouse pays except for taxes on our income. Undisputed invoices unpaid 30 days after their due date may accrue interest at 1% per month or the maximum lawful rate, whichever is lower, and we may suspend the Services, or the delivery of updates under a licence, after 15 days' written notice of non-payment.

8. Data ownership and privacy

• The client owns its data. All data that a Warehouse or its clients put into the Services, or that arrives from their connected channels ("Customer Data"), remains theirs. We claim no rights in it beyond the licence needed to provide the Services.
• Under Full SaaS we process personal information in Customer Data only on the Warehouse's documented instructions, as described in our privacy policy, which forms part of these terms. A data processing addendum with standard contractual clauses is available on request. Under a licence, Customer Data stays on the Warehouse's infrastructure and we process it only to the extent the Warehouse shares it with us for support.
• We may use aggregated, de-identified information about how the Services are used to operate and improve them; it will never identify a Warehouse, a client or a person.
• The Warehouse may export its Customer Data at any time through the reports, the API and the CSV features.

9. Our obligations

We will provide the Services with reasonable skill and care, keep them secure as described on the security page, isolate each Warehouse's and each client's data, keep audit records of administrative actions, notify the Warehouse without undue delay of any security breach affecting its Customer Data on infrastructure we operate, give at least 30 days' notice of material changes to the Services or these terms, deliver updates quarterly under a licence, and support the Warehouse as described in section 10.

10. Availability and support

Under Full SaaS we aim to keep the Services available around the clock and target 99.9% monthly availability excluding scheduled maintenance, which we schedule outside Pacific business hours where possible and announce in advance. Under a licence, availability is the Warehouse's responsibility as the operator of its own infrastructure. Support is by email at support@3pltechflow.com with a first response within one business day, Pacific time, and prioritised handling when an order cannot ship. Any service credits are as set out in the Warehouse's agreement.

11. Intellectual property

The Services, including their software, design, documentation and the names RateFlow, ShipFlow and QualityFlow, are owned by 3PL TechFlow and its licensors and protected by intellectual-property law. Subject to these terms we grant the Warehouse and its authorised users a limited, non-exclusive, non-transferable right to use the Services during the agreement, and under a licence the installation rights in section 2. If you send us feedback we may use it without obligation.

12. Warranties and disclaimers

We warrant that the Services will perform materially as described in our documentation. Except for that warranty, the Services are provided "as is" and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement. We do not warrant that the Services will be uninterrupted or error-free, that carrier rates or transit times will be honoured by the carrier, or that any third-party service will remain available.

13. Limitation of liability

To the fullest extent the law allows: neither party is liable to the other for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or goodwill, however caused; and each party's total liability arising out of or relating to these terms in any twelve-month period is limited to the fees the Warehouse paid us for the Services in that period. These limits do not apply to a party's indemnity obligations, to a breach of confidentiality, to infringement of the other party's intellectual property, or to liability that cannot be limited by law. We are not liable for loss of or damage to goods, which remains a matter between the Warehouse, its clients and their insurers.

14. Indemnity

The Warehouse will defend and indemnify us against third-party claims arising from Customer Data, from goods handled using the Services, from hazardous-materials declarations or omissions, or from use of the Services in breach of these terms or the law. We will defend and indemnify the Warehouse against third-party claims that the Services, as provided by us, infringe a United States patent, copyright or trademark, and we may resolve such a claim by modifying or replacing the Services or refunding prepaid fees for the affected period. The indemnified party must give prompt notice, reasonable cooperation and control of the defence to the indemnifying party.

15. Termination, data export and deletion

• Either party may terminate for material breach not cured within 30 days of written notice, or immediately if the other party becomes insolvent. Otherwise the term and notice period are as set out in the Warehouse's agreement.
• Under Full SaaS, for 90 days after termination the Warehouse may export its Customer Data through the Services or request a complete export in CSV and JSON, which we will provide within 30 days of the request at no charge beyond reasonable costs for unusual formats. After that period we delete Customer Data from the live Services and from backups on their normal rotation, except for records we must keep by law or for audit entries retained as described in the privacy policy. Earlier deletion can be requested in writing.
• Under a licence, on termination the Warehouse stops using the software and destroys its copies, and keeps its Customer Data, which never left its infrastructure.
• Sections 7, 8, 11 to 16 and 18 survive termination.

16. Governing law and dispute resolution

These terms are governed by the laws of the State of California and applicable federal law, without regard to conflict-of-law rules. The parties will first try to resolve any dispute through good-faith discussion between senior representatives for 30 days. Any dispute not resolved that way will be brought exclusively in the state or federal courts located in California, and each party submits to their jurisdiction, except that either party may seek injunctive relief in any competent court to protect its intellectual property or confidential information. The prevailing party in any action to enforce these terms may recover its reasonable attorneys' fees.

17. Changes to these terms

We may update these terms. We will post the new version here with a new date and, for material changes, email Warehouse administrators at least 30 days before the change takes effect. Continued use after that date is acceptance; a Warehouse that does not accept a material change may terminate before it takes effect and receive a pro-rata refund of prepaid fees.

18. General

These terms with the Warehouse's agreement and the privacy policy are the entire agreement between the parties on their subject. Neither party may assign them without the other's consent, except to a successor in a merger or sale of substantially all assets. Neither party is liable for delay caused by events beyond its reasonable control. If a provision is unenforceable the rest remains in force. Notices to us go to the address in section 19; notices to the Warehouse go to its administrators' email addresses on file. No waiver is effective unless in writing.

19. Contact

3PL TechFlow, California, United States. support@3pltechflow.com. A postal address is provided in the Warehouse's agreement and on request.