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), and OpenRouteService (routing).
"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.
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, fleet management, carbon footprint reporting, 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.
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.
5.2 Subscriptions are billed in advance on a monthly or annual basis as agreed. All fees are exclusive of VAT unless otherwise stated.
5.3 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 All fees paid are non-refundable except as expressly set out in these Terms or where required by applicable law.
5.5 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.
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.
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.
10.2 Either party may terminate the Subscription on 30 days' written notice to the other party.
10.3 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, becomes insolvent, or if the Company reasonably believes the Customer is using the Platform for unlawful purposes.
10.4 On termination, the Customer may request an export of their Customer Data within 30 days. After this period, the Company may delete Customer Data in accordance with its data retention policies.
10.5 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, and OpenRouteService), 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), and Netlify (website hosting).
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.
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.