1. About these terms
1.1 These terms apply to every agreement under which Intella Logistics Systems B.V. (Veemkade 456, 1019 HE Amsterdam, The Netherlands, Chamber of Commerce (KvK) 84447567, VAT NL863214575B01; "we", "us") provides Logistics ERP to a business ("you", "the customer").
1.2 "The Service" means Logistics ERP as a whole: the Windows desktop application and its Excel add-in, the servers and APIs behind them, the Client Portal, the Carrier Data Service, the AI features, and your account and subscriptions on logistics-erp.com, including updates.
1.3 You accept these terms when you start a subscription or a free trial, or when you first use the Service, whichever comes first. Your own purchasing or other general terms do not apply. A separate written agreement signed by both of us takes precedence over these terms where it says so.
1.4 Our Privacy policy explains how we handle personal data for which we are responsible ourselves. These terms are written in English; if we provide a translation, the English text prevails.
2. Business customers only
2.1 The Service is sold only to businesses and organisations, for use in their trade or profession. It is not offered to consumers, and consumer protection rules, such as a right of withdrawal, do not apply.
2.2 The person who accepts these terms confirms that they are authorised to bind the customer.
3. Your account and users
3.1 We review every account request and may decline one without giving a reason. The details you give us must be correct, and you must keep them up to date.
3.2 Your administrators add users, give roles, issue setup codes and remove access. You are responsible for everything done under your company's logins. Keep the devices that hold your users' passkeys secure, remove people who leave, and tell us at once if you suspect misuse.
3.3 A User Licence belongs to one named person. It may not be shared by several people or used by an automated process in place of a person.
3.4 To give support, our staff may hold a support login in your company. It is not charged, is used only to support and maintain your account, and is covered by the confidentiality of clause 12.
4. Subscriptions and free trial
4.1 The products, what each includes and what it costs are described on our Products page. A User Licence is bought per user; the Client Portal and AI Credits are bought per company. The Carrier Data Service is bought per base country, each as a subscription of its own: it fetches routes from or to that country, and the country cannot be changed afterwards.
4.2 Subscriptions are billed monthly in advance and renew automatically each month until they are cancelled.
4.3 The User Licence, the Client Portal and the Carrier Data Service start with a free trial of 14 days, once per product for each company and once for each user's licence. Your payment details are taken when the trial starts, and the first month is charged when it ends unless you cancel before then. AI Credits have no free trial. We may refuse a trial that repeats an earlier one.
4.4 You can cancel a subscription at any time under My account. Cancelling stops the renewal; the subscription stays active until the end of the month you have paid for. Fees already paid are not refunded, in whole or in part, unless the law requires it or we agree otherwise in writing.
5. Prices, payment and taxes
5.1 Prices are in euros and exclude VAT and other taxes. Payments are processed by Stripe. You authorise us, through Stripe, to charge each renewal and each purchase to the payment method you provided. Invoices are sent by e-mail; objections to an invoice must reach us within 30 days of its date.
5.2 Customers in the Netherlands pay Dutch VAT. Customers elsewhere in the European Union who give a valid VAT number are invoiced under the reverse-charge rules. Customers outside the European Union are responsible for any taxes in their own country. If the law requires you to withhold tax from a payment, you pay the additional amount needed for us to receive the full invoiced amount.
5.3 If a payment fails, the products on that subscription are blocked until the open invoice is paid; there is no grace period. Access returns as soon as payment is received. On an overdue amount we may charge the statutory commercial interest of Dutch law and reasonable collection costs.
5.4 If you reverse a payment through your bank or card issuer without good reason, we may suspend your company's whole account until the matter is settled.
5.5 We may change our prices with at least 30 days' notice by e-mail. The new price applies from the first billing period after the notice period. If you do not accept it, you can cancel before it takes effect.
6. AI Credits
6.1 The AI features need the AI Credits plan. Their use is paid in credits. One credit is worth € 0,01.
6.2 Each paid month of the plan includes 3,000 credits. Credits not used in that month lapse at its end.
6.3 Credit packs are one-off purchases, available only while the plan is active. A pack stays valid for 12 months from purchase and then lapses. The plan's own credits are used first. Credits are not refundable and cannot be exchanged for money, unless the law requires it.
6.4 The number of credits a request uses depends on the AI model and the amount of text processed, according to our rate card. Your administrators can see the use under My account. If a change to the rate card makes the same use cost more credits, we announce it at least 30 days before it applies; a change that makes it cost fewer credits may apply at once.
6.5 Your administrator can set a monthly limit. When the limit is reached or no credits remain, the AI features stop until credits are added or the next month begins.
7. Using the service
7.1 For as long as you subscribe, we give you a non-exclusive, non-transferable right to use the Service for your own business, for the number of users you have licensed, and to let your own clients use your Client Portal.
7.2 You must not, and must not let anyone else:
- resell, rent out or make the Service available to third parties, except your clients through your Client Portal;
- copy, decompile or reverse engineer the software, except where the law expressly allows it;
- get around licence checks, security measures or usage limits, or try to reach another customer's data;
- overload the Service, or read it with automated tools beyond its normal use;
- use the Service to store or send unlawful content, malware or unsolicited e-mail;
- use the Service in breach of sanctions or export control laws of the European Union, the United Nations or other applicable countries, or for a person or country subject to them.
7.3 You are the sender of the e-mails your users send through the Service, including rate updates to your contacts. You must have a lawful basis for them and honour every unsubscribe request.
7.4 If your use breaches this clause, or puts the Service, other customers or the law at risk, we may suspend the affected access. We will act in proportion, and tell you first unless the situation is urgent.
8. Your data
8.1 The data you and your users put into the Service ("your data") remains yours. You give us the right to store, copy and process it only as needed to provide, secure and support the Service for you.
8.2 We do not look at your data except to provide the Service, when you ask us to, to investigate a security issue, or when the law requires it. We may use aggregated statistics about the use of the Service that identify neither you nor any person.
8.3 You are responsible for the content of your data and for having the right to process it.
9. Carriers and other services
9.1 The Service connects to services of others, such as carriers' websites and APIs, Microsoft and Google Maps. Where you connect with your own login at a carrier or another provider, you use that service under its own terms and must comply with them. We are not responsible for the availability or the content of services we do not run.
9.2 Rates, schedules, transit times and tracking events come from the carriers. We bring them into the Service as the carrier publishes them, and we are not liable for errors, omissions or later changes in them.
9.3 Content produced by AI, such as e-mail drafts, translations, extracted order data and quick quotes, can be wrong. A person in your company must check it before it is sent or relied on.
9.4 Exchange rates, VAT codes, charge calculations and customs fields are tools, not tax, customs or legal advice. Your company remains responsible for its invoices, declarations and filings, and for checks against sanctions lists, export controls and dangerous-goods rules.
9.5 Your Client Portal is published under your company's name and domain. The rates, terms and texts you publish there, and your agreements with your clients, are your responsibility.
10. Availability and support
10.1 We make commercially reasonable efforts to keep the Service available at all times, but we do not guarantee uninterrupted or error-free operation. Where we can, we schedule maintenance outside European office hours and announce planned downtime in advance.
10.2 We develop the Service continuously and may change, add or remove features. During a period you have paid for, we will not materially reduce the core functions of the product you subscribe to. Keep the desktop application up to date; older versions may stop working.
10.3 Support is given by e-mail at info@logistics-erp.com on Dutch working days. Service levels beyond these terms apply only if agreed in writing.
11. Data processing
This clause is the data processing agreement required by article 28 of the General Data Protection Regulation (GDPR) for the personal data in your data.
11.1 Roles. You are the controller and we are your processor. Where you process the data for someone else, we are your sub-processor on the same terms.
11.2 Subject and duration. We process personal data only to provide the Service under these terms, for as long as the agreement lasts and afterwards as clause 13 describes.
11.3 Data subjects and data. Your staff and users; your clients, suppliers and their contact persons; users of your Client Portal; and the recipients of e-mails sent through the Service. The data are names and business contact details, correspondence, shipment, quotation, order and invoice data, and login and usage data. The Service is not meant for special categories of personal data or criminal data; do not store them unless the law requires it for a shipment.
11.4 Instructions. These terms and your use and settings of the Service are your documented instructions. We process personal data only on them, unless EU or Dutch law requires otherwise, in which case we tell you first unless that law forbids it. We tell you if we believe an instruction breaks the law.
11.5 Confidentiality. Everyone at Intella Logistics Systems B.V. who has access to the data is bound to confidentiality.
11.6 Security. We take the technical and organisational measures described on our Security & trust page. We may change them, but not in a way that lowers the overall level of protection.
11.7 Sub-processors. You authorise the sub-processors listed on our Security & trust page. We announce a new or replaced sub-processor at least 30 days in advance. If you object on reasonable data protection grounds and we cannot meet the objection, you may end the affected subscription, and we refund the fees paid for the period after it ends. We bind each sub-processor to obligations equivalent to this clause and remain responsible to you for it.
11.8 Location and transfers. We store the data in the European Union. A transfer outside the European Economic Area takes place only under an adequacy decision, such as the EU–US Data Privacy Framework, or the European Commission's standard contractual clauses.
11.9 Assistance. We help you, as far as the nature of the processing allows, to answer requests from data subjects and to meet your obligations on security, breach notification, data protection impact assessments and prior consultation. We forward to you any request we receive about your data. Help that goes beyond what the Service provides may be charged at reasonable rates.
11.10 Breaches. We notify you without undue delay, and where possible within 48 hours, after becoming aware of a breach of personal data in your data, with the information available to us, and keep you informed as more becomes known.
11.11 End of processing. When the agreement ends, we return and delete the personal data as clause 13 describes, unless the law requires us to keep it.
11.12 Audits. We make available the information needed to show that we meet this clause. You may have an audit carried out once a year by an independent auditor bound by confidentiality, with 30 days' notice, at your own cost and without disrupting our operations. Our hosting provider's independent certifications can serve as evidence for its part.
12. Intellectual property and confidentiality
12.1 All rights in the Service, the software, its documentation and this website remain with us or our licensors. These terms give you only the right of use in clause 7. We may use suggestions you give us about the Service freely.
12.2 Each of us keeps the other's non-public information confidential, uses it only for the agreement, and shares it only with people who need it for that purpose and are bound to confidentiality. This lasts for the agreement and three years after it, and for your data for as long as we hold it. It does not apply to information that is public, that was already known, or that must be disclosed by law.
13. Ending the agreement, export and switching
13.1 The agreement ends when your last subscription has ended, or when one of us ends it under this clause.
13.2 We may end a subscription at the end of a billing month with at least 30 days' notice. We may end the agreement at once, by written notice, if you fail to pay after a reminder, materially breach these terms and do not put it right within 14 days of our notice, become insolvent or bankrupt, are granted a suspension of payments, or become subject to sanctions.
13.3 You can export your data at any time while the agreement lasts. You can also ask us, with a notice period of up to two months, to help you move your data to another provider or to your own systems, or to delete it. We then give you the data you have exported or generated in the Service, in a structured, commonly used and machine-readable format, and reasonable help during a transition period of 30 days. If that period is technically not feasible, we tell you within 14 days and propose another, of at most seven months. We do not charge for switching or for the export. This is how we meet the switching rules of the EU Data Act.
13.4 After the agreement ends, your access stops and the desktop application no longer signs in. Your data remains available for retrieval for at least 30 days. We then delete it within 12 months of the end of the agreement, or earlier if you ask us in writing, except what the law requires us to keep, such as invoices. Copies in our backups are deleted when those backups expire in their normal cycle.
13.5 Clauses that by their nature are meant to continue, such as those on payment, data, confidentiality, liability and disputes, remain in force after the agreement ends.
14. Liability
14.1 Our total liability under or in connection with the agreement is limited to the fees you paid us in the 12 months before the event that caused the damage.
14.2 We are not liable for indirect or consequential damage, including lost profit, revenue or savings, business interruption, damage to reputation, claims of your clients, and loss of data beyond what we can restore from our backups.
14.3 These limits do not apply to damage caused by intent or deliberate recklessness of our management, or where the law does not allow liability to be limited.
14.4 A right to compensation exists only if you notify us in writing as soon as possible after discovering the damage, and lapses 12 months after you knew or should have known of it.
14.5 Neither of us is liable for failure caused by circumstances beyond its reasonable control, such as an outage of our hosting provider, a carrier or the internet, a cyberattack despite reasonable measures, or a government measure. If such a circumstance lasts more than 60 days, either of us may end the agreement.
14.6 You indemnify us against claims of third parties arising from your data, the content of your Client Portal, e-mails sent by your users, or a breach of clause 7.
15. Changes to these terms
We may change these terms. We announce a material change by e-mail to your administrators at least 30 days before it takes effect, and publish it on this page. If you do not accept it, you can cancel your subscriptions before it takes effect. A change required by law may take effect sooner.
16. Law and disputes
16.1 These terms and the agreement are governed by Dutch law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
16.2 We will first try to settle any dispute by talking. A dispute that cannot be settled that way is submitted exclusively to the competent court in Amsterdam, the Netherlands. We may also bring a claim before the competent court where you are established.
17. General
17.1 These terms, with the order details of your subscriptions, are the whole agreement between us about the Service.
17.2 You may not transfer the agreement without our written consent. We may transfer it to a company of our group or to a buyer of our business, and will tell you when we do.
17.3 Notices are given by e-mail: ours to the addresses of your administrators and billing contact, yours to info@logistics-erp.com.
17.4 If a provision is invalid, the rest remains in force, and the invalid provision is replaced by a valid one that comes as close as possible to its purpose. Not enforcing a right is not a waiver of it.
17.5 Our records of the use of the Service, such as logs and invoices, count as evidence unless you prove otherwise.