Terms of Service

These Terms of Service (the "Terms") govern access to and use of the ImportOps software service (the "Service"). Please read them carefully before you subscribe, register, or use the Service.

1.Definitions and interpretation

1.1Definitions

In these Terms, unless the context requires otherwise:

1. "Acceptable Use Policy" means the restrictions and obligations set out in clause 7.
2. "Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or would reasonably be understood to be confidential, excluding information that is public, independently developed, or lawfully received from a third party without duty of confidence.
3. "Content" means all data, text, files, images, and other materials that you or your users upload, submit, or store through the Service.
4. "Customer", "you", and "your" mean the legal entity that enters into these Terms (typically the organisation named on the account).
5. "ImportOps", "we", "us", and "our" mean the provider identified in clause 2.2.
6. "Organisation" means the Customer account workspace within the Service.
7. "User" means an individual authorised by the Customer to access the Service (including administrators and invited team members).

1.2Interpretation

1. Headings and clause numbers are for convenience only and do not affect interpretation.
2. Words importing the singular include the plural and vice versa; words importing a gender include all genders; "including" and "includes" mean "including without limitation".
3. References to statutes or regulations include them as amended, re-enacted, or replaced from time to time.
4. A reference to "writing" or "written" includes email to the address notified for notices.

2.Agreement and incorporation

2.1Contracting entity

ImportOps is a trading name of [Your Full Legal Name], a sole trader registered in the United Kingdom. Registered address: [Business Address].

2.2Incorporation of policies

By creating an account, clicking to accept these Terms where presented, or using the Service, you agree to be bound by these Terms together with our Privacy Policy, Cookie Policy, and, where the Service processes personal data on your behalf as processor, our Data Processing Agreement (the "DPA"). If there is a conflict between these Terms and the DPA solely in respect of processing of personal data as processor, the DPA prevails to that extent only.

2.3Order of precedence

Payment-specific terms between you and Paddle.com Limited or its affiliates (as merchant of record) are governed by Paddle's buyer terms. Nothing in these Terms reduces your rights under mandatory consumer or business protection laws that apply to you and cannot be contracted away.

3.The service and regulatory disclaimer

3.1Description

ImportOps is a business-to-business software platform intended to assist with operational management of vehicle import activities, including (without limitation) vehicles, shipments, workshop tasks, documents, customers, suppliers, reporting, and related workflows. Features may change, be added, or withdrawn with reasonable notice where practicable, except where urgent security or legal reasons require otherwise.

3.2Licence

Subject to these Terms and payment of applicable fees, we grant the Customer a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service during the subscription term for its internal business purposes and in accordance with the Acceptable Use Policy.

3.3No regulatory, legal, or compliance advice

The Service is an operational and record-keeping tool only. ImportOps does not provide legal, regulatory, customs, tax, accounting, or compliance advice. The Customer is solely responsible for determining and satisfying all requirements applicable to its vehicle imports and business, including but not limited to DVLA registration, HMRC duties and taxes, IVA/MSVA or equivalent type approval, emissions rules, sanctions, import prohibitions, and consumer protection. We make no representation or warranty that use of the Service will result in compliance with any law or regulation.

4.Eligibility and authority

1. The Customer represents and warrants that it is a business and that each User is at least 18 years of age.
2. The individual who creates the Organisation or binds the Customer represents that they have authority to enter into these Terms on behalf of the Customer.
3. The Customer is responsible for ensuring that its Users comply with these Terms and for all acts and omissions of Users as if they were the Customer's own.

5.Accounts, security, and organisation users

5.1Account credentials

You must provide accurate registration information and keep it up to date. You are responsible for safeguarding passwords and for any activity conducted through your Users' accounts. You must notify us promptly at privacy@import-ops.com if you suspect unauthorised access.

5.2Roles and access control

The Service includes role-based permissions. The Customer is solely responsible for assigning appropriate roles, inviting and removing Users, and revoking access when employment or engagement ends. ImportOps shall not be liable for loss or damage arising from the Customer's failure to configure access controls, or from actions taken by authorised Users (including accidental or malicious deletion or alteration of Content).

5.3Activity records

Where the Service records activity (for example vehicle-level event logs), such records are provided for operational transparency. They do not constitute a complete forensic or legal audit trail of every field change in the platform. The Customer should not rely on activity logs as the sole record for disputes or compliance without independent verification.

6.Fees, subscription, and Paddle

6.1Merchant of record

Payments for subscriptions are processed by Paddle.com (or its affiliates) as merchant of record. The contract for payment processing, invoicing, applicable taxes, refunds, and chargebacks is between you and Paddle in accordance with Paddle's buyer terms: Paddle legal terms for buyers.

6.2ImportOps role

ImportOps supplies the software licence and support as described in these Terms. ImportOps does not directly process card payments and does not set Paddle's refund policies. Enquiries regarding payment receipts, VAT invoices, or refunds should be directed to Paddle in the first instance, copying us if you require account access assistance.

6.3Subscription term and billing cycle

Unless a different term is expressly agreed in writing, subscriptions to the Service are sold on a recurring monthly basis and are billed in advance on the day you first subscribe (or, for upgraded plans, on the day the upgrade takes effect). The applicable fee is the fee shown on the subscription selection page at the time of purchase, exclusive of value added tax (VAT), goods and services tax (GST), or equivalent sales tax. Paddle, as merchant of record, calculates, collects, and remits the applicable taxes based on the billing address and jurisdiction you provide at checkout. Subscriptions renew automatically at the end of each billing period for a further period of the same length, at the then-current plan fee, until cancelled in accordance with these Terms.

6.4Cancelling your subscription

You may cancel your subscription at any time from the billing area within your account settings, or by contacting us at privacy@import-ops.com. Cancellation takes effect at the end of your current paid billing period; you will retain full access to the Service until that date, after which no further charges will be taken and your access to paid features will end. Cancelling does not by itself delete your Content or close your organisation; account closure and data deletion are addressed separately in clause 20 (Term, termination, and consequences) and in the Privacy Policy. To avoid renewal you must cancel before the start of the next billing period; cancellations made after the renewal charge has been taken will stop the subsequent renewal but will not refund the charge already taken for the period then in progress, except as set out in clause 6.5.

6.5Refunds

All fees paid for the Service are non-refundable, whether in whole or in part, except as expressly set out in this clause 6.5 or as required by a mandatory provision of the law that applies to you. In particular, and without limitation, ImportOps does not issue refunds or pro-rated credits for:

1. any portion of a billing period remaining after you cancel, downgrade, remove users, or stop using the Service;
2. features, quotas, or user seats included in your plan that you have chosen not to use, have under-used, or have not yet configured;
3. one-off purchases, top-ups, add-ons, or consumable credits (for example, AI extraction credits or similar usage units) once the underlying work has been performed, whether or not you subsequently delete the resulting record or dislike the result;
4. changes to plan features, limits, or pricing made in accordance with clause 6.7 that take effect from a future renewal;
5. periods during which you were unable or unwilling to use the Service for reasons not attributable to ImportOps, including loss of internet connectivity on your side, browser or device issues, third-party integration changes, or changes to your own workflow or personnel;
6. account suspensions or terminations that result from your breach of these Terms (including non-payment, chargebacks initiated without prior contact, breach of the acceptable use clause, or breach of export, sanctions, or anti-bribery laws).

ImportOps may, at its sole discretion and on a case-by-case basis, issue a goodwill refund, partial refund, or account credit where it is satisfied that an unambiguous billing error has occurred (for example a duplicate charge, a charge on the wrong plan, or a charge made after a successful and timely cancellation), or where the Service has suffered a verifiable, extended, and unplanned outage that materially prevented your use of the Service for a significant portion of the affected billing period. Any refund granted under this paragraph does not constitute an admission of liability and does not create a contractual or precedential right to further refunds. Refunds, where granted, will be processed back to the original payment method through Paddle and may take several working days to appear on your statement depending on your payment provider.

6.6How to request a refund or resolve a billing issue

To keep matters moving quickly we ask that you contact the correct party first. For questions about receipts, VAT invoices, failed payments, expiring cards, changing payment methods, duplicate charges appearing on your statement, or any Paddle-side dispute, please contact Paddle in accordance with the Paddle legal terms for buyers. For questions about the Service itself, extended outages, discretionary goodwill credits, account closure, or anything requiring access to your ImportOps data, please contact us at privacy@import-ops.com. When requesting a refund please include your organisation name, the email address on the account, the Paddle order reference, and a concise description of the issue so that we can resolve it promptly.

6.7Chargebacks

Initiating a chargeback, payment reversal, or bank dispute in respect of a charge for the Service without first contacting us or Paddle to attempt a resolution is contrary to these Terms. Where a chargeback is commenced without prior contact, or where a chargeback is pursued to completion on a charge that ImportOps or Paddle reasonably considers validly incurred, ImportOps reserves the right to suspend access to the Service pending resolution, to close the associated account, and to recover any fees, costs, or penalties incurred by ImportOps or by Paddle as a result of the chargeback, without prejudice to any other rights or remedies.

6.8Your statutory rights as a consumer

The Service is provided to businesses (including sole traders and other self-employed persons acting in the course of their business). If, despite that, you contract with us as a consumer for purposes wholly or mainly outside your trade, business, craft, or profession, and mandatory local law grants you non-excludable rights of cancellation, withdrawal, or refund, those rights continue to apply and nothing in this clause 6 is intended to exclude, restrict, or otherwise affect them. In particular, where UK or European Union law applies to you as a consumer, we acknowledge that statutory rights including (where applicable) those under the UK Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, or under Directive 2011/83/EU, continue in force. By starting to use paid features of the Service during any applicable cancellation or withdrawal period you acknowledge that, to the extent permitted by law, the Service is being supplied immediately on your express request and that your right of withdrawal (if any) will be lost once the service has been fully supplied.

6.9Fee changes

We may change plan fees or limits upon reasonable prior notice (for example by email or in-app notification) effective from the next renewal or billing period, unless a fixed price has been expressly agreed in writing.

7.Acceptable use

7.1Prohibited conduct and content

The Customer shall not, and shall ensure Users do not:

1. use the Service for any unlawful purpose or in violation of export control, sanctions, or anti-bribery laws;
2. attempt to probe, scan, or test the vulnerability of the Service, breach security or authentication measures, or access data not intended for the Customer;
3. reverse engineer, decompile, or disassemble the Service except to the limited extent expressly permitted by mandatory law;
4. interfere with or disrupt the integrity or performance of the Service or third-party data contained therein;
5. use the Service to build a competing product or service or to resell access except as expressly permitted in writing;
6. transmit malware, conduct phishing, send unsolicited bulk communications through the Service, or harass other users;
7. use API keys or credentials in a manner that exceeds fair use, circumvents rate limits, or impairs service for others;
8. upload, submit, or transmit any Content that: (i) constitutes, depicts, or facilitates child sexual abuse material (CSAM) or the exploitation or sexualisation of minors in any form; (ii) is obscene, depicts non-consensual intimate imagery, or constitutes extreme pornographic content prohibited under UK law; (iii) promotes, incites, or glorifies terrorism, violence, or hatred against any person or group on the basis of a protected characteristic; or (iv) is otherwise unlawful under applicable law;
9. upload, submit, or transmit Content that infringes the intellectual property rights, privacy rights, or other rights of any third party, or for which the Customer does not hold sufficient rights or authorisations to use in connection with the Service.

7.2Content representations

By uploading Content (including images, documents, and files) to the Service, the Customer represents and warrants that: (a) it has all necessary rights, licences, and consents to upload and use that Content in connection with the Service; (b) the Content does not violate any applicable law or the rights of any third party; and (c) the Content does not contain material prohibited under clause 7.1.

7.3Content review and removal

ImportOps does not pre-screen Content but reserves the right (without obligation) to review, monitor, or analyse Content to: (a) operate and improve the Service; (b) detect and prevent fraud, security threats, or violations of these Terms; or (c) comply with applicable law or legal process. ImportOps may, in its sole discretion, remove or disable access to any Content that it reasonably believes violates these Terms or applicable law, without prior notice and without liability.

7.4Reporting obligations

ImportOps will report any child sexual abuse material or other illegal content discovered on the Service to the relevant authorities, including the National Crime Agency (NCA) and/or the Internet Watch Foundation (IWF) in the United Kingdom, and equivalent bodies in other jurisdictions as required by law. ImportOps may preserve and disclose Content and account information in connection with such reports. The Customer acknowledges that ImportOps is required by law to make such reports and that no notice to the Customer may be given where prohibited by law or where to do so could prejudice an investigation.

We may investigate suspected violations and cooperate with law enforcement. Repeated or serious breaches may result in suspension or termination under clause 12 or clause 20.

8.Customer data, backups, and activity records

8.1Ownership

As between the parties, the Customer retains all rights, title, and interest in and to the Content. ImportOps acquires no ownership rights in the Content.

8.2Licence to ImportOps

The Customer grants ImportOps a limited, worldwide, royalty-free licence to host, process, transmit, display, and otherwise use the Content solely to provide, secure, and improve the Service (including sub-processing as described in the Privacy Policy and DPA).

8.3Deletion and recovery

Certain records (for example vehicles) may support soft deletion and restoration within the product where implemented. The Customer remains responsible for user actions. ImportOps does not warrant that deleted or overwritten data can be recovered. Infrastructure backups maintained for disaster recovery are not a substitute for the Customer's own business continuity or backup practices.

8.4Export

Export features available in the Service (for example structured downloads from settings) are described in the Privacy Policy. The Customer may request additional exports by contacting privacy@import-ops.com. ImportOps will respond within a reasonable period subject to technical feasibility and verification of authority.

9.Artificial intelligence features

1. Optional features may use third-party artificial intelligence or machine learning services to assist with extraction, classification, or drafting from Content you submit.
2. Output may be inaccurate, incomplete, or unsuitable for your purpose. The Customer must review and validate all AI-generated output before operational or commercial reliance.
3. ImportOps does not warrant that AI output is fit for regulatory, legal, compliance, safety, or engineering decisions.
4. ImportOps may modify, suspend, or discontinue AI features, change underlying models or providers, and apply usage limits per plan.

10.Beta and preview features

Features identified as beta, preview, experimental, or similar are provided for evaluation only, without warranty of any kind, and may be unstable or withdrawn at any time. Support for such features may be limited.

11.Application programming interface

1. API access, if offered on your plan, is subject to authentication, rate limits, quotas, and technical documentation we publish or provide from time to time.
2. API keys are Confidential Information and must not be shared with unauthorised parties or embedded in public client-side code in a manner that exposes them.
3. ImportOps may modify API behaviour with reasonable notice where practicable; emergency changes may be made without notice for security.

12.Suspension of access

Without prejudice to other remedies, ImportOps may suspend access to the Service (in whole or in part) immediately where reasonably necessary to: (a) prevent or mitigate a security incident; (b) comply with law or a court or regulator order; (c) address material breach of these Terms (including non-payment or Acceptable Use Policy violations); or (d) prevent fraud or harm to other customers. Where practicable, we will notify the Customer of the suspension and the steps required to restore access.

13.Intellectual property rights

1. ImportOps and its licensors own all rights, title, and interest in the Service, including software, user interface, documentation, templates, and branding, excluding the Customer's Content.
2. The Service may include open-source software. Nothing in these Terms restricts your rights under the applicable open-source licences for those components.
3. If the Customer provides suggestions or feedback, ImportOps may use them without obligation or compensation, subject to confidentiality where applicable.

14.Confidentiality

Each party shall protect the other's Confidential Information using at least the same degree of care it uses for its own similar information (and no less than reasonable care), disclose it only to personnel and advisers who need to know and who are bound by confidentiality obligations, and use it only for the purpose of performing under these Terms. Confidentiality obligations survive termination for three (3) years, except for trade secrets which survive for so long as they remain trade secrets under law.

15.Data protection

Where ImportOps processes personal data on behalf of the Customer as processor, the parties shall comply with the DPA and applicable data protection law. Where ImportOps acts as controller for account and relationship data, processing is described in the Privacy Policy.

16.Service availability and support

ImportOps aims to deliver high availability appropriate to a business SaaS product but does not guarantee uninterrupted or error-free operation. Scheduled maintenance may occur and will be communicated in advance where reasonably practicable. Support is provided via email and in-app ticketing to privacy@import-ops.com; response times are targets only and are not contractual service levels unless expressly agreed in a separate written order form.

17.Disclaimer of warranties

To the fullest extent permitted by applicable law, the Service is provided "as is" and "as available". ImportOps disclaims all implied warranties including merchantability, fitness for a particular purpose, and non-infringement, and any warranty arising from course of dealing or usage of trade. Nothing in these Terms excludes or limits warranties or liabilities that cannot be excluded or limited under applicable law (including death or personal injury caused by negligence, fraud, or fraudulent misrepresentation).

18.Limitation of liability

18.1Cap

Subject to clause 18.3, ImportOps's aggregate liability arising out of or relating to these Terms or the Service in any twelve (12) consecutive month period shall not exceed the total fees paid by the Customer to ImportOps (excluding amounts collected by Paddle as merchant of record) for the Service in that period. If no fees were paid in that period, liability shall not exceed one hundred British pounds (GBP 100).

18.2Excluded losses

Subject to clause 18.3, in no event shall either party be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, goodwill, data, or business opportunity, whether or not advised of the possibility of such damages.

18.3Exceptions

Nothing in these Terms limits or excludes liability that cannot be limited or excluded under applicable law. The limitations in clauses 18.1 and 18.2 do not apply to: (a) breach of confidentiality; (b) either party's indemnity obligations; or (c) fraud or wilful misconduct.

18.4Specific exclusions

Without limiting the foregoing, ImportOps shall not be liable for: loss or corruption of Content caused by Users or third parties; reliance on AI output without independent verification; or regulatory or customs decisions based on information maintained in the Service.

19.Indemnity

The Customer shall defend, indemnify, and hold harmless ImportOps and its personnel from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) the Content; (b) the Customer's or Users' use of the Service in breach of these Terms or law; (c) the Customer's import, sale, or distribution of vehicles or related activities; or (d) dispute between the Customer and its customers, suppliers, or Users.

20.Term, termination, and consequences

20.1Term

These Terms commence when you first accept them or use the Service and continue until terminated in accordance with this clause 20.

20.2Termination for convenience

Either party may terminate the subscription in accordance with the cancellation mechanics in the product and Paddle's terms. ImportOps may discontinue the Service entirely upon reasonable prior notice where legally permissible.

20.3Termination for breach

Either party may terminate these Terms immediately on written notice if the other party commits a material breach and fails to remedy it within thirty (30) days of written notice (where the breach is capable of remedy). Non-payment, serious Acceptable Use Policy breaches, or legal compulsion may justify immediate suspension or termination.

20.4Effect of termination

On termination, your right to access the Service ceases. The Customer may export data as described in the Privacy Policy for the period stated there, after which ImportOps may delete Content in accordance with retention schedules. Provisions which by their nature should survive (including clauses 1, 8.2 (to the extent copies exist), 13–19, 20.4, 22–26, 28–29) shall survive termination.

21.No resale or unauthorised distribution

The Customer shall not resell, rent, lease, distribute, or otherwise commercialise access to the Service, or white-label or rebrand the Service, without ImportOps's prior written consent.

22.Publicity

Neither party shall use the other's name, logo, or trademarks in press releases, case studies, or marketing without prior written consent. ImportOps may state the number of customers in aggregate without identifying the Customer unless the Customer has agreed otherwise in writing.

23.Force majeure

Neither party shall be liable for delay or failure to perform (except payment obligations) due to events beyond its reasonable control, including acts of God, war, terrorism, riots, fire, epidemic, government action, failure of public networks, or third-party cloud outages, provided it uses commercially reasonable efforts to mitigate and notify the other party.

24.Assignment and subcontracting

The Customer may not assign or transfer these Terms without ImportOps's prior written consent. ImportOps may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets. ImportOps may use subprocessors as set out in the DPA and Privacy Policy.

25.Notices

Notices to ImportOps shall be sent to privacy@import-ops.com. Notices to the Customer may be sent to the email address associated with the Organisation administrator account or through in-app notifications.

26.General provisions

1. Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect.
2. Waiver. No failure or delay to exercise a right constitutes a waiver. Waivers must be in writing.
3. Entire agreement. These Terms, together with the documents referenced in clause 2.2, constitute the entire agreement between the parties regarding the Service and supersede prior oral or written understandings on that subject.
4. Third-party rights. Unless expressly stated, no person who is not a party to these Terms shall have any right to enforce any term under the Contracts (Rights of Third Parties) Act 1999.
5. Changes. We may amend these Terms by notifying the Customer (for example by email or in-app notice) at least thirty (30) days before the effective date of material changes. Continued use after the effective date constitutes acceptance. If the Customer does not agree, it must cease using the Service and may terminate in accordance with clause 20.

27.Anti-bribery

Each party warrants that it has not and will not, in connection with these Terms, offer, promise, give, or accept any bribe or improper advantage, and shall comply with applicable anti-bribery and anti-corruption laws, including the UK Bribery Act 2010.

28.Export controls and sanctions

The Customer represents that it is not located in, ordinarily resident in, or organised under the laws of a country or territory subject to comprehensive UK, US, or EU sanctions, and shall not use the Service in violation of applicable export control or sanctions laws.

29.Governing law and disputes

29.1Governing law

These Terms and any dispute or claim arising out of or in connection with them shall be governed by the laws of England and Wales.

29.2Jurisdiction

Subject to clause 29.3, the courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms.

29.3Escalation

The parties shall attempt in good faith to resolve any dispute through negotiation for at least thirty (30) days before commencing court proceedings (except for urgent injunctive or equitable relief).

30.Contact

For questions regarding these Terms: privacy@import-ops.com