Terms of Service

1. The Service

The Service is online software for scheduling dock appointments and recording receiving, shipping and related activity at the Customer’s sites. Its features are described on our website and may evolve over time. We will not materially reduce the core functions of the Service during a subscription term.

2. Orders and subscription

Access is provided on a subscription basis under an order agreed between you and us (the “Order”). The Order sets out the plan, the sites and doors covered, the subscription term, the subscription fees and any other commercial terms. If the Order conflicts with these Terms, the Order prevails for that subscription.

3. Accounts and users

You are responsible for your users and for keeping login credentials confidential. Administrators you appoint manage user access and roles. Carriers, suppliers and drivers who use your booking link or check in at your site do so as your invitees; you are responsible for the information you ask them to provide.

Notify us without delay at contact@ardelisllc.com if you suspect unauthorized access to your account.

4. Fees

Subscription fees are as set out in your Order and are due on the schedule set out in your Order. Fees are exclusive of applicable taxes unless the Order states otherwise. Except as stated in these Terms, the Order or the Cancellation Policy, fees for a term that has started are non-refundable.

If fees remain outstanding more than thirty (30) days after they are due, we may suspend access after giving you written notice and at least ten (10) days to resolve the matter.

5. Term, renewal and cancellation

Each subscription runs for the term stated in the Order and renews for the same period unless either party gives notice of non-renewal before the end of the current term, as set out in the Order or, failing that, at least thirty (30) days in advance. Cancellation is described in our Cancellation Policy.

Either party may terminate the Order by written notice if the other party materially breaches these Terms and does not cure the breach within thirty (30) days of notice.

6. Availability and support

We aim to keep the Service available at all times, apart from planned maintenance, which we try to schedule outside usual working hours and announce in advance where possible. We do not guarantee uninterrupted or error-free operation. Support is available by email and phone on business days.

7. Your data

You keep all rights in the data you and your users enter into the Service (“Customer Data”). You grant us the rights needed to host, process and display Customer Data in order to provide the Service. We process personal data contained in Customer Data on your behalf, under our Data Processing Agreement, which forms part of these Terms.

During the term and for thirty (30) days after it ends, you may request an export of Customer Data. After that period we delete Customer Data, except where the law requires us to keep it.

8. Acceptable use

You agree to use the Service in accordance with our Acceptable Use Policy. We may suspend access that puts the Service, other customers or third parties at risk, and will tell you promptly why.

9. Intellectual property

We own the Service, its software and its documentation. Subject to these Terms and the Order, we grant you a non-exclusive, non-transferable right for your users to use the Service for your internal business operations during the term. You may not copy, resell, reverse engineer or build a competing product from the Service.

If you send us suggestions, we may use them without obligation to you.

10. Confidentiality

Each party will keep the other’s non-public information confidential, use it only to perform under these Terms, and protect it with reasonable care. This obligation does not apply to information that is public, already known, independently developed or lawfully received from a third party.

11. Warranties and disclaimers

We will provide the Service with reasonable skill and care. Except as stated in these Terms, the Service is provided “as is”, and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement, to the extent permitted by law. The Service supports your operations; decisions about receiving, loading and accepting goods remain yours.

12. Limitation of liability

To the extent permitted by law, neither party is liable for indirect, incidental, special or consequential damages, or for lost profits, revenue or data, arising out of these Terms. Each party’s total liability arising out of these Terms is limited to the subscription fees under your Order for the twelve (12) months before the event giving rise to the claim. These limits do not apply to fees due under the Order, to breaches of confidentiality, or to liability that cannot be limited by law.

13. Changes to these Terms

We may update these Terms. We will give at least thirty (30) days’ notice by email of material changes. Changes apply from your next renewal unless you agree otherwise.

14. Governing law and venue

These Terms are governed by the laws of the Commonwealth of Kentucky, without regard to its conflict of laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in or serving Shelby County, Kentucky.

15. Contact

ARDELIS LLC, 6401 Midland Industrial Dr, Shelbyville, KY 40065, USA. Email: contact@ardelisllc.com. Phone: +1 859 205 7588.