Terms of service.

These Terms are between Trackely Ltd, company number 16551892, whose registered office is 3rd Floor, 86-90 Paul Street, London, England, EC2A 4NE (Trackely, we), and the business or organisation accepting them (Customer, you). The person accepting confirms that they can bind the Customer.

1. Contract and order of priority

The contract consists of an order form or accepted checkout, these Terms, the DPA, the Acceptable Use Policy and any documents expressly incorporated. If they conflict, a signed order form or negotiated agreement prevails, then the DPA for personal-data matters, then these Terms.

2. Service and licence

Trackely provides hosted logistics software which may include order import, planning, route optimisation, dispatch, driver stop guidance, live progress, recipient tracking, proof of delivery, reporting, integrations and AI-assisted tools. During the subscription we grant authorised users a limited, non-exclusive, non-transferable right to use the service for the Customer's internal business operations.

Features, usage limits, support and the subscription period are those in the order form, plan or checkout. Beta, trial and pilot features may be changed or withdrawn and are provided for evaluation unless agreed otherwise.

3. Accounts

The Customer must give accurate account information, authorise only appropriate users, assign least-privilege roles, protect credentials, devices, API keys and MFA factors, and promptly remove access that is no longer required. Notify us without undue delay of suspected unauthorised access. The Customer is responsible for authorised-user activity unless caused by Trackely's breach of this contract.

4. Customer responsibilities

The Customer is responsible for:

• the accuracy, legality and quality of Customer Data and instructions;
• reviewing routes, ETAs, stop instructions, warnings and automated outputs before operational use;
• safe driving, loading, vehicle, employment, transport and workplace practices;
• notices, lawful bases and permissions for driver tracking, recipient communications and proof collection;
• the configuration and conduct of its integrations, users, drivers and contractors; and
• maintaining any source records or business-continuity arrangements it reasonably needs.

Trackely does not dispatch vehicles, employ drivers, verify every address or replace a transport manager's professional judgement.

5. Acceptable use

The Customer and its users must follow the Acceptable Use Policy. They must not unlawfully access another tenant, introduce malware, defeat security or limits, disrupt the service, scrape it at scale, resell it without permission, or use it to harm or unlawfully monitor a person.

6. Customer Data and data protection

The Customer retains its rights in data supplied to or generated through its use of Trackely (Customer Data). It grants Trackely and its subprocessors the rights needed to host, process, transmit and display Customer Data to provide, secure and support the service.

Each party will comply with applicable data-protection law. The DPA forms part of the contract when Trackely processes personal data for the Customer. Our independent controller use is described in the Privacy Notice.

7. Routing, location, AI and other outputs

Routes, ETAs, optimisation, risk flags, summaries and AI outputs depend on supplied data and third-party services. They may be incomplete, delayed or wrong. They are decision-support tools, not safety, legal, employment or professional advice. The Customer must apply human review and must not rely on a solely automated output for a decision with legal or similarly significant effects on a person.

8. Third-party services

Customer-requested integrations and embedded provider services may be subject to their own terms. Trackely is not responsible for a third party's service, data or acts, but remains responsible for its subprocessors to the extent stated in the DPA.

9. Fees, tax and payment

Fees, billing interval, included usage and subscription period are stated at checkout or in the order form. Fees are exclusive of VAT and similar taxes unless stated otherwise. Undisputed invoices are payable on the stated due date. Except where the contract or law says otherwise, fees are non-refundable and committed subscription periods cannot be cancelled for convenience part-way through.

A subscription renews for the period stated in the order form unless either party gives the required notice there. Where no notice period is stated, either party may stop the next renewal by giving at least 30 days' notice.

10. Availability, maintenance and support

We will provide the service with reasonable skill and care. Maintenance, emergencies, provider failures and internet conditions may interrupt access. No service level, guaranteed uptime, recovery point or recovery time applies unless agreed in writing. We may make changes needed for security, law, reliability or product development, provided the core paid service is not materially reduced during a committed term without a reasonable remedy.

11. Intellectual property

Trackely and its licensors own the service, software, documentation, designs, aggregated non-identifying statistics and related intellectual property. No rights transfer except the licence in section 2. Feedback may be used without restriction or payment, but we will not identify the Customer publicly without permission.

12. Confidentiality

Each party will use the other's non-public business, technical and commercial information only for the contract, protect it with reasonable care, and disclose it only to people who need it and are bound by confidentiality. This does not cover information already lawfully known, public without breach, independently developed or lawfully received from another source. A legally required disclosure is permitted after reasonable notice where lawful.

13. Suspension

We may suspend affected access where reasonably necessary to address a security threat, unlawful use, material AUP breach, risk to others or overdue undisputed fees. Where practical we will give notice, limit the suspension and restore access when the issue is resolved.

14. Termination and data exit

Either party may terminate for a material breach not remedied within 30 days of written notice, or immediately for an irremediable breach, insolvency or unlawful use. On termination, payment obligations already incurred remain due and access ends.

On request made before termination or during any agreed export window, we will provide available standard exports. We then delete or anonymise Customer Data in accordance with the DPA, subject to legal holds and backup expiry. The Customer should export data it needs before access ends.

15. Warranties and exclusions

Each party warrants it has authority to enter the contract. Except as expressly stated, and to the fullest extent permitted by law, implied conditions and warranties are excluded. Trackely does not warrant that the service is uninterrupted or error-free, or that an output, route, ETA, integration or third-party dataset is always accurate.

16. Liability

Nothing limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of a term implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982, or anything else that cannot lawfully be limited.

Subject to that, neither party is liable for indirect or consequential loss, or loss of profit, revenue, anticipated savings, goodwill or business opportunity. Trackely is not liable for loss caused by Customer Data, Customer instructions, an unauthorised integration, or failure to follow documented safeguards.

Subject to the exclusions above, each party's total aggregate liability arising in any 12-month period is limited to the greater of £100 and the fees paid or payable by the Customer for the service in that period. This section does not reduce payment obligations or liability for infringement of the other party's intellectual property, breach of confidentiality, or a party's data-protection obligations, for which the cap is twice that amount.

17. Indemnity

The Customer will indemnify Trackely against a third-party claim arising from unlawful Customer Data, unlawful instructions or the Customer's material breach of the AUP, provided Trackely gives prompt notice, reasonable cooperation and control of the defence. Trackely will take reasonable steps to mitigate loss.

18. General

Neither party is liable for delay caused by events beyond reasonable control, but must mitigate and resume performance. Neither party may assign the contract without consent, not to be unreasonably withheld, except to an affiliate or with a genuine sale of substantially all relevant business. Notices must be in writing; notices to Trackely go to support@trackely.co.uk and notices to the Customer go to its account contact.

Failure to enforce a right is not a waiver. Invalid terms are modified only as needed and the rest remain effective. The contract is the entire agreement about its subject and creates no partnership, agency or third-party rights under the Contracts (Rights of Third Parties) Act 1999.

19. Changes to these Terms

We may update these Terms for law, security or service changes. Material changes take effect on reasonable notice, normally at renewal. Changes required urgently by law or security may take effect sooner. Continued use after the effective date constitutes acceptance; if a material change substantially disadvantages the Customer during a committed term, contact us before it takes effect.

20. Governing law

The contract and non-contractual disputes are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.