In these Terms and Conditions, the following definitions apply:
"Company" means Karls Transport Management System Ltd, registered in England and Wales, Company No. 17085260.
"Platform" means the KTMS proprietary software-as-a-service application, including all source code, algorithms, designs, interfaces, and functionality, accessible at ktms.co.uk and any associated APIs or integrations.
"Customer" means the business or individual that has registered to use the Platform.
"User" means any individual authorised by the Customer to access the Platform.
"Customer Data" means all data, content, and information inputted by the Customer or Users into the Platform.
"Subscription" means the Customer's right to access and use the Platform subject to payment of the applicable fees.
"Third-Party Services" means external services integrated with or relied upon by the Platform, including but not limited to Supabase (database), Railway (hosting), OpenRouteService (routing), Netlify (website hosting), and Xero (accounting integration, where enabled by the Customer).
"Force Majeure Event" means any event beyond the reasonable control of a party, including acts of God, natural disasters, war, terrorism, pandemic, cyberattacks on infrastructure, internet outages, failure of Third-Party Services, government actions, or supplier insolvency.
"Security Incident" means any actual or suspected unauthorised access to, use of, disclosure of, or destruction of the Platform or Customer Data.
2.1 These Terms and Conditions constitute a legally binding agreement between the Company and the Customer.
2.2 By registering for, accessing, or using the Platform, the Customer confirms that they have read, understood, and agree to be bound by these Terms.
2.3 If the Customer is agreeing on behalf of a business, they represent and warrant that they have the authority to bind that business to these Terms.
2.4 The Company reserves the right to update these Terms at any time. Customers will be notified of material changes with reasonable notice. Continued use of the Platform following notification constitutes acceptance of the updated Terms.
2.5 The Company reserves the right to accept or decline any application for a Subscription at its sole discretion and is under no obligation to supply the Platform to any prospective customer. Grounds may include, without limitation, that the applicant is or is connected to a competitor of the Company, that the Company reasonably believes it cannot adequately support the applicant's requirements, or that supply would create a legal, regulatory, commercial or reputational risk. The Company is not obliged to give reasons for declining an application. Nothing in this Clause permits the Company to decline supply on any ground that would be unlawful discrimination under the Equality Act 2010.
3.1 The Company grants the Customer a non-exclusive, non-transferable, revocable licence to access and use the Platform during the Subscription period, solely for the Customer's internal business operations.
3.2 The Platform provides transport management functionality including but not limited to: job management, load board, invoicing, credit notes, fuel surcharge (FSC) calculations, bulk supplier invoice reconciliation, fleet management, carbon footprint reporting, live map, analytics dashboard, and customer and supplier management.
3.3 The Company reserves the right to modify, update, or discontinue features of the Platform at any time. The Company will endeavour to provide reasonable notice of material changes.
3.4 The Platform is provided on an "as is" and "as available" basis. The Company does not guarantee uninterrupted, error-free, or loss-free access to the Platform. The Company shall not be liable for any downtime caused by planned maintenance, Third-Party Service failures, Force Majeure Events, or circumstances otherwise outside the Company's reasonable control.
3.5 The Customer acknowledges that the Platform relies on Third-Party Services for core functionality. The availability, performance, and continuity of the Platform may be affected by the performance or failure of those services without any fault on the part of the Company.
3.6 Platform Administration Access. The Company reserves the right to access Customer accounts and Customer Data for the purposes of: (a) providing technical support requested by the Customer; (b) investigating reported platform errors or service issues; (c) platform maintenance, security monitoring, and performance optimisation; and (d) verifying compliance with these Terms. Such access shall be conducted in accordance with the Privacy Policy and the Data Processing Agreement. The Company will not use Customer Data accessed for these purposes for any commercial purpose unrelated to the provision of the Platform services, and all such access is recorded in the Platform's audit log.
3.7 Named User Licensing. The licence granted under Clause 3.1 is granted on a per-named-user basis. Each User must have their own individual account and login credentials. Each Subscription tier includes a stated number of Users, and additional Users may be added at the rate published at ktms.co.uk/pricing. The Customer must not permit login credentials to be shared between individuals, or to be used concurrently by more than one individual. The Company may monitor active sign-in sessions, including IP address and device type, to verify compliance with this Clause and may end any session it reasonably believes to be in breach. This right applies to all accounts on the Customer’s tenancy, including Portal User accounts. Persistent or deliberate breach constitutes a material breach for the purposes of Clause 10.8.
3.8 Customer Portal Access. Where the Customer enables the Customer Portal, the Customer may grant individuals at its own customers read-only access to job, tracking and invoice data relating to that customer record only (“Portal Users”). The Customer is solely responsible for deciding who is granted Portal access, for keeping those permissions accurate and current, and for ensuring it has a lawful basis and an appropriate privacy notice in place for any personal data of Portal Users it enters into the Platform. Portal Users may view only data scoped to the customer record to which their account is bound and have no access to any other Customer Data. Portal User accounts do not count towards the Customer’s licensed User allowance. The Company may monitor and suspend Portal User accounts in accordance with Clause 3.7, and the Customer must notify the Company promptly where Portal access should be withdrawn.
4.1 The Platform, including all source code, algorithms, database schemas, user interface designs, workflows, documentation, trade secrets, and all other intellectual property embodied therein, is the sole and exclusive property of the Company and is protected by copyright, trade secret law, and all other applicable intellectual property laws of England and Wales and international treaties.
4.2 All rights in the Platform are reserved. Nothing in these Terms transfers any intellectual property rights to the Customer. The licence granted in Clause 3.1 is the full and complete extent of the Customer's rights to use the Platform.
4.3 The Customer must not, and must ensure Users do not:
4.4 The Customer grants the Company a limited, non-exclusive, royalty-free licence to process Customer Data solely for the purpose of providing the Services.
4.5 The Customer retains all intellectual property rights in Customer Data. The Company acquires no rights in Customer Data other than as expressly stated in Clause 4.4.
4.6 The Company reserves all rights not expressly granted under these Terms. Any breach of this Clause 4 shall be treated as a material breach entitling the Company to terminate the Subscription immediately and to seek injunctive relief and/or damages without the requirement to prove actual financial loss.
5.1 Access to the Platform requires a valid Subscription. Subscription fees are as set out in the applicable order form or pricing page at ktms.co.uk/pricing. The Company may agree bespoke pricing with individual customers, which shall be confirmed in writing and take precedence over published rates.
5.2 Subscriptions are available on a monthly or annual basis. All fees are exclusive of VAT unless otherwise stated.
5.3 Monthly Subscriptions. Billed monthly in advance. Payment is due within 14 days of invoice. The Company reserves the right to suspend access to the Platform if payment is not received by the due date.
5.4 Annual Subscriptions. Annual subscriptions are billed for 11 months and include access for 12 months (the "complimentary month"). Annual subscriptions carry a minimum commitment period of 6 months from the date of first access, during which no cancellation or refund shall apply.
5.5 Free Trial. New customers may access the Platform on a 30-day free trial basis. No payment is required during the trial period. At the end of the trial, the Customer must select a Subscription plan to continue access.
5.6 The Company reserves the right to change Subscription fees on 30 days' written notice. If the Customer does not accept the new fees, they may cancel their Subscription in accordance with Clause 10.
5.7 Pilot customers who have agreed preferential pricing directly with the Company shall retain their agreed rate for the life of their Subscription, provided the Subscription remains active and in good standing. If a pilot customer cancels and subsequently re-subscribes, standard published pricing shall apply.
6.1 The Customer is responsible for:
6.2 The Customer must not:
7.1 The Company processes Customer Data as a data processor on behalf of the Customer in accordance with the Data Processing Agreement (available at ktms.co.uk/dpa) and the Privacy Policy (available at ktms.co.uk/privacy), both of which are incorporated into these Terms by reference.
7.2 The Company implements reasonable and appropriate technical and organisational security measures to protect the Platform and Customer Data. However:
7.3 In the event of a confirmed Security Incident affecting Customer Data, the Company will notify the Customer without undue delay and will take reasonable steps to contain and investigate the incident.
7.4 The Customer is solely responsible for assessing whether a Security Incident requires notification to the Information Commissioner's Office (ICO) or to affected data subjects.
8.1 The Company takes reasonable steps to maintain the availability of the Platform and the integrity of Customer Data, including the use of managed database services with built-in redundancy.
8.2 The Company does not guarantee:
8.3 The Company shall not be liable for any loss of Customer Data arising from failure or insolvency of Third-Party Services, cyberattacks or ransomware, Force Majeure Events, Customer actions or omissions, or corruption of data due to software defects in Third-Party Services.
8.4 The Customer is strongly advised to maintain independent backups of all critical business data entered into the Platform. The Company provides export functionality (CSV/Excel) for this purpose.
8.5 The Platform allows the Customer to attach documents to a job, either by uploading a file to the Platform or by recording a link to a file held in the Customer's own storage. These two methods are treated differently under these Terms.
8.6 Documents uploaded to the Platform are retained for 90 days from the date of upload, after which they are automatically and permanently deleted. Deletion operates per document, by reference to its own upload date. A record that a document existed, and the date it was removed, is retained in the job's history. The Company is under no obligation to retain, recover, or reproduce a document after it has been deleted.
8.7 The Platform is a working system and is not a document archive or a records-retention service. Where the Customer is required to retain proofs of delivery, supplier invoices, customs documents or other records for a period longer than 90 days — including for tax, customs, insurance, contractual or regulatory purposes, and including HMRC record-keeping requirements — the Customer is solely responsible for retaining its own copies. The Company gives no warranty that documents held on the Platform will satisfy any such obligation.
8.8 The Platform provides a document export function enabling the Customer to download its uploaded documents at any time during the retention period. The Customer is strongly advised to export documents regularly rather than relying on the Platform as the sole copy. Documents recorded as links are not included in any export, as the underlying files are held by the Customer and not by the Company.
8.9 Where the Customer records a link to a document held in its own storage, the Company stores only the link. The Company does not hold, back up, verify, or control the linked file, and is not responsible for its accuracy, availability, content, or access permissions, nor for any consequence of the link becoming invalid or the file being moved, altered, or deleted.
8.10 Extended retention beyond the standard 90-day period may be available as a paid option. Where agreed in writing, the extended period replaces the period in Clause 8.6 for documents uploaded while that option is active. All other provisions of this Clause 8 continue to apply.
9.1 To the fullest extent permitted by applicable law, the Company shall not be liable for any indirect, incidental, special, punitive, or consequential loss or damage of any kind, including but not limited to:
9.2 The Company's total aggregate liability to the Customer shall not exceed the total Subscription fees paid by the Customer in the 12 months immediately preceding the event giving rise to the claim.
9.3 Nothing in these Terms shall limit or exclude liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by law.
10.1 These Terms commence on the date the Customer first accesses the Platform and continue until the Subscription is terminated in accordance with this Clause.
10.2 Monthly Subscriptions may be cancelled by providing 30 days' written notice to info@ktms.co.uk. Notice is effective from the end of the calendar month in which it is received. The Customer will be charged through to the end of the calendar month following the month in which notice is received. For example, notice given on any date in May results in charges applying through 30th June.
10.3 Annual Subscriptions carry a minimum commitment period of 6 months. No cancellation shall take effect during the minimum commitment period and no refund shall be payable in respect of that period.
10.4 Following the minimum commitment period, Annual Subscriptions may be cancelled by providing 30 days' written notice to info@ktms.co.uk. Notice is effective from the end of the calendar month in which it is received. The Customer will be charged through to the end of the calendar month following the month in which notice is received.
10.5 On cancellation of an Annual Subscription following the minimum commitment period, unused full calendar months beyond the notice period end date will be refunded at the monthly equivalent rate. The complimentary 12th month included in the annual plan is not refundable, as it forms part of the annual commitment discount which is forfeited upon early cancellation.
10.6 Example: A Customer on an annual Starter plan (commencing 1st January) cancels on 1st July. The minimum commitment period has been satisfied. Notice is effective end of July. Charges apply through 31st August. Total months charged: 8. Remaining months in the 12-month term: 4, less the complimentary month = 3 months refunded at the monthly equivalent rate for the plan. Current plan pricing is available at ktms.co.uk/pricing.
10.7 Where a Customer seeks to cancel on grounds of platform performance or service quality, the Customer must notify the Company in writing specifying the issue. The Company shall have 30 days from receipt of that notice to remedy the reported issue. If the issue is remedied within that period, the cancellation notice shall be deemed withdrawn unless the Customer provides fresh notice. If the issue is not remedied within 30 days, the Customer may proceed with cancellation in accordance with Clauses 10.2–10.5 without penalty.
10.8 The Company may terminate or suspend the Subscription immediately on written notice if the Customer materially breaches these Terms, fails to pay any sum due within 14 days of the due date, becomes insolvent or enters administration, or if the Company reasonably believes the Customer is using the Platform for unlawful purposes.
10.9 The Company may terminate the Subscription for convenience on 90 days' written notice to the Customer. Where the Company terminates under this Clause, the Customer shall be refunded, on a pro rata basis, any Subscription fees paid in respect of any period after the effective date of termination, and the data export provisions in Clause 10.10 shall apply.
10.10 On termination for any reason, the Customer may request an export of their Customer Data within 30 days. After this period, the Company may delete or anonymise Customer Data in accordance with its data retention policies. The Company will provide written confirmation of deletion on request.
10.11 Clauses 4, 9, 11, 12, and 14 shall survive termination of these Terms.
11.1 Neither party shall be in breach of these Terms or liable to the other party for any delay in performing, or failure to perform, any of its obligations to the extent that such delay or failure results directly from a Force Majeure Event.
11.2 Force Majeure Events include acts of God, fire, flood, war, terrorism, pandemic, cyberattacks or denial-of-service attacks, failure or insolvency of Third-Party Services (including Supabase, Railway, OpenRouteService, and Xero), internet outages, and any event beyond the reasonable control of the affected party.
11.3 The Company specifically does not guarantee the continued availability of Third-Party Services and shall not be liable for any loss or disruption caused by the failure, cessation, or change in terms of any Third-Party Service.
11.4 If a Force Majeure Event continues for more than 30 consecutive days, either party may terminate the Subscription on 14 days' written notice without liability, except for payment of fees for services already rendered.
12.1 Each party agrees to keep confidential all information received from the other party that is marked as confidential or that would reasonably be understood to be confidential.
12.2 The Customer acknowledges that the Platform, its functionality, architecture, workflows, and all related technical information constitute confidential information and trade secrets of the Company.
12.3 This Clause shall survive termination of these Terms for a period of five years.
13.1 The Platform integrates with or relies upon Third-Party Services including Supabase (database hosting), Railway (cloud hosting), OpenRouteService (route calculation), Netlify (website hosting), and Xero (accounting integration, where enabled by the Customer).
13.2 The Company is not responsible for the availability, uptime, performance, accuracy, or security of any Third-Party Service, nor for any loss arising from their failure, insolvency, or discontinuation.
13.3 Accounting Integration (Xero). Where the Customer enables the Xero integration, the Platform transfers invoice, credit note, and supplier bill data (and associated PDFs) to the Customer's own Xero organisation on the Customer's instruction. The Customer is solely responsible for reviewing and verifying all data pushed to Xero, and for the accuracy and completeness of their own accounting records, VAT returns, and statutory filings. The Company does not provide accounting, tax, or bookkeeping advice and shall not be liable for any error, omission, duplication, misstatement, or consequence arising in the Customer's accounts, tax position, or filings as a result of data transferred to or from Xero. The Customer remains responsible for the configuration of their Xero organisation, including chart of accounts, tax rates, and contact records.
14.1 Entire Agreement. These Terms, together with the Privacy Policy, Cookie Policy, and Data Processing Agreement, constitute the entire agreement between the parties relating to the Platform.
14.2 Severability. If any provision is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
14.3 Waiver. Failure to enforce any right shall not constitute a waiver of that right.
14.4 Assignment. The Customer may not assign or transfer any rights or obligations under these Terms without the Company's prior written consent.
14.5 Injunctive Relief. The Customer acknowledges that a breach of Clause 4 may cause the Company irreparable harm. The Company shall be entitled to seek immediate injunctive relief without the requirement to post a bond or prove actual damages.
14.6 Governing Law. These Terms are governed by the laws of England and Wales. Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.
14.7 Notices. Notices under these Terms should be sent to: info@ktms.co.uk
This document has been reviewed and is published by Karls Transport Management System Ltd. This document is provided for informational purposes. We recommend seeking independent legal advice for specific queries.