These Terms of Service (the "Terms") govern access to and use of Shipeace, the logistics software platform provided by Logipeace Pte. Ltd. ("Logipeace", "we", "us" or "our"). The platform includes the website https://www.shipeace.com, the Shipeace web and mobile applications, application programming interfaces (APIs), and all related modules and services (together, the "Service").
By creating an account, signing an Order Form, or accessing or using the Service, you agree to these Terms on behalf of yourself and the organization you represent (the "Customer", "you" or "your"). If you do not agree to these Terms, or you do not have authority to bind your organization, you must not use the Service.
1. Definitions
- "AI Features" means features of the Service that use artificial intelligence or machine-learning models, such as document classification, data extraction, email summaries and order matching.
- "Customer Data" means all data, documents, files, emails and other content that you or your Users submit to the Service, or that the Service processes on your behalf, including content submitted to AI Features.
- "Documentation" means the user guides, help content and specifications for the Service that Logipeace makes available.
- "Order Form" means any order, quotation, subscription plan, statement of work or other individual agreement under which you subscribe to the Service.
- "Output" means results that AI Features generate from Customer Data.
- "Users" means the individuals you authorize to use the Service under your account, such as your employees and contractors.
2. Agreement and Order of Precedence
These Terms, the Privacy Policy and every Order Form together form the agreement between you and Logipeace (the "Agreement"). If they conflict, the following order of precedence applies:
- a signed individual agreement or Data Processing Agreement (DPA), to the extent it expressly overrides these Terms;
- the Order Form, for the subscription it covers;
- these Terms;
- the Documentation.
3. Eligibility and Accounts
- The Service is provided for business use only. You must be at least 18 years old and able to enter into a binding contract.
- You must provide accurate and complete registration information and keep it up to date.
- You are responsible for keeping your account credentials confidential and for all activity under your account, including your Users' activity. You must make sure your Users comply with these Terms.
- You must notify Logipeace promptly at support@logipeace.com if you become aware of any unauthorized access to or use of your account.
4. The Service
- Logipeace will make the Service available to you in accordance with the Agreement and the Documentation.
- Logipeace may update, improve or change the Service from time to time. Logipeace will not materially reduce the core functionality of a paid subscription during its current term.
- Preview features. Features labeled as beta, preview, pilot or similar are provided "as is", for evaluation only. They may be changed or withdrawn at any time and are excluded from any service level or warranty.
- Logipeace's role. Shipeace is software. Logipeace is not a carrier, freight forwarder, customs broker, warehouse operator, accountant or tax adviser. Logipeace does not take possession of, or responsibility for, any goods, shipments or transactions that you manage through the Service. You remain solely responsible for your logistics, warehousing, customs, accounting, tax and other business operations and decisions, and for your dealings with your own customers, carriers and other third parties.
5. Acceptable Use
You must not, and must not allow any User or third party to:
- use the Service for any unlawful, fraudulent or harmful purpose, or in breach of any applicable sanctions or export-control laws;
- upload or transmit malware, or any content that is unlawful or infringing, or that you do not have the right to provide;
- attempt to gain unauthorized access to the Service, other customers' data or Logipeace's systems. You must not probe, scan or penetration-test the Service without Logipeace's prior written consent.
- interfere with or disrupt the integrity, security or performance of the Service;
- copy, modify, decompile, reverse engineer or attempt to extract the source code, models, prompts or underlying structure of the Service, except to the extent the law expressly permits this despite this restriction;
- resell, sublicense, rent or otherwise make the Service available to any third party, other than your Users, unless an Order Form allows it;
- use the Service, or any information obtained from it, to build or benchmark a competing product or service;
- use automated means to access or scrape the Service, other than through the APIs Logipeace provides and within their published limits;
- attempt to circumvent the safeguards of AI Features, including through prompt injection or "jailbreak" techniques, or use AI Features to generate unlawful, deceptive or infringing content.
Logipeace may suspend access immediately, without liability, if it reasonably believes that you have breached this Section 5 or that your use presents a security risk to the Service or to other customers.
6. Customer Data
- Ownership. As between you and Logipeace, you retain all rights, title and interest in Customer Data.
- License to Logipeace. You grant Logipeace a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit and display Customer Data. Logipeace may use this license only to provide, secure and support the Service for you, and as required by law.
- Your responsibilities. You are solely responsible for the accuracy, quality and legality of Customer Data. You are also responsible for having all rights, notices and consents needed to submit it to the Service and to allow Logipeace to process it under the Agreement. This includes personal data about your staff, customers, consignees and other third parties.
- Personal data. Logipeace processes personal data in accordance with the Privacy Policy and, where one is signed, the DPA. Where personal data in Customer Data is processed on your behalf, Logipeace acts as your data intermediary or processor, and you remain the organization or controller responsible for that data.
- Usage data. Logipeace may collect and use operational metadata about how the Service is used, such as request counts, response times, feature usage and error codes, to operate, secure, bill for, support and improve the Service. This data does not include the content of Customer Data. Logipeace may publish this data only in aggregated form that does not identify you or any individual.
- Export and deletion. You may export Customer Data during your subscription. When your subscription ends, you have 30 days to export Customer Data. After that, Logipeace will permanently delete it from its production systems, and copies in encrypted backups will expire within 30 days. On request, Logipeace will issue a written Data Deletion Certificate. Logipeace has no obligation to keep Customer Data after these periods.
- Backups. Logipeace maintains backups for disaster recovery. You are responsible for keeping your own copies of Customer Data that you need for legal, regulatory or business-continuity purposes.
7. AI Features
- No training on your data. Logipeace does not use Customer Data or Output to train, fine-tune or otherwise improve any AI or machine-learning model, and does not allow its AI providers to do so. This includes prompts, uploaded files, documents, emails and messages. If Logipeace ever offers a feature that would use customer content for model improvement, it will be strictly opt-in: off by default, and enabled only with the prior written consent of your organization's administrator.
- AI providers. AI Features are provided using third-party AI models, currently Google Gemini through Google Cloud. These providers act as Logipeace's sub-processors under terms that prohibit them from training their models on Customer Data. Logipeace will give at least 30 days' notice before adding or replacing an AI provider, as described in the Privacy Policy.
- Ownership of Output. As between you and Logipeace, Output belongs to you, to the extent any rights exist in it, and is treated as Customer Data. Logipeace retains all rights in the Service, including its software, models, prompts, configurations, templates and workflows, and any improvements to them.
- Review of Output. AI is probabilistic, and Output may be inaccurate, incomplete or inconsistent. Output is provided to assist your Users. It does not replace their professional judgment and is not legal, customs, tax, accounting or other professional advice. You are solely responsible for reviewing and verifying Output before relying on it or acting on it. This includes, for example, issuing invoices, bills of lading, customs declarations, stock records or other documents, or sending any communication.
- Enabling and disabling. You may ask Logipeace support to turn AI Features, or individual AI functions, on or off for your organization.
8. Fees and Payment
- You must pay the fees stated in the Order Form. Unless the Order Form says otherwise, fees are invoiced in advance, are payable within 30 days of the invoice date, and are stated in the currency on the Order Form.
- Fees do not include taxes, including goods and services tax (GST), value-added tax and withholding tax, which you must pay in addition. If any withholding is required by law, you must gross up the payment so that Logipeace receives the full amount invoiced.
- Except as expressly stated in these Terms or required by law, all fees are non-cancellable and non-refundable, and subscription quantities cannot be reduced during a subscription term.
- If any amount is overdue, Logipeace may charge late interest at 1% per month, or the maximum rate permitted by law if lower, from the due date until payment. Logipeace may also suspend the Service after giving you at least 14 days' written notice. You must reimburse Logipeace's reasonable costs of collecting overdue amounts.
- Logipeace may change its fees by giving at least 30 days' notice. Fee changes take effect at the start of your next subscription term.
9. Intellectual Property
- Logipeace and its licensors own all rights, title and interest in and to the Service, the Documentation, and all related software, models, prompts, designs, trademarks and know-how, including all improvements and derivative works, whoever creates them. Except for the rights expressly granted in these Terms, no rights are granted to you.
- Subject to the Agreement and the payment of fees, Logipeace grants you a limited, non-exclusive, non-transferable, non-sublicensable right, during your subscription term, for your Users to use the Service for your internal business purposes.
- If you or your Users give Logipeace suggestions or feedback, Logipeace may use them freely, without restriction or obligation to you.
- Unless you tell Logipeace in writing that you object, Logipeace may identify you as a customer, using your name and logo, in its customer lists and marketing materials.
10. Confidentiality
- Each party (the "Recipient") must keep confidential all non-public information that the other party (the "Discloser") discloses to it in connection with the Agreement and that is marked confidential or that a reasonable person would understand to be confidential ("Confidential Information"). The Recipient may use Confidential Information only to perform its obligations or exercise its rights under the Agreement. Customer Data is your Confidential Information. The Service, its pricing and the Documentation are Logipeace's Confidential Information.
- These obligations do not apply to information that is or becomes public through no fault of the Recipient, that the Recipient already knew or independently developed, or that the Recipient lawfully received from a third party without a duty of confidentiality. The Recipient may disclose Confidential Information where required by law, after giving the Discloser prompt notice where the law permits.
- These obligations continue for three years after the Agreement ends. For trade secrets and Customer Data, they continue for as long as the information remains confidential.
11. Security
- Logipeace maintains reasonable technical and organizational measures to protect Customer Data, as described in the Privacy Policy. Logipeace is certified to ISO/IEC 27001.
- If Logipeace becomes aware of a breach of security that leads to unauthorized access to, or disclosure of, Customer Data, it will notify you without undue delay and provide information reasonably available to help you meet your own notification obligations.
- You are responsible for securing your own systems, devices and credentials, for managing your Users' access rights, and for configuring the Service appropriately for your needs.
12. Third-Party Services
The Service may interoperate with third-party products and services, such as email providers, carriers, tracking providers, and ERP or accounting systems ("Third-Party Services"). When you enable a Third-Party Service, you authorize Logipeace to exchange Customer Data with it as needed for the integration. Third-Party Services are governed by their own terms, and Logipeace is not responsible for them, for their availability or accuracy, or for any data they hold. Logipeace may stop supporting a Third-Party Service integration if the third party changes or withdraws its service.
13. Availability and Support
- Logipeace will use commercially reasonable efforts to make the Service available, except during scheduled maintenance, emergency maintenance, and events beyond its reasonable control. Unless an Order Form includes a service level agreement, Logipeace does not guarantee any specific level of availability or performance.
- Support is available by email at support@logipeace.com, in accordance with your subscription plan.
14. Warranties and Disclaimers
- Each party warrants that it has the authority to enter into the Agreement.
- Logipeace warrants that, during a paid subscription term, the Service will perform materially in accordance with the Documentation. If it does not, you must notify Logipeace in writing within 30 days of discovering the problem. Your sole and exclusive remedy, and Logipeace's entire liability, is for Logipeace to use commercially reasonable efforts to correct the problem. If Logipeace cannot do so within a reasonable time, either party may terminate the affected subscription, and Logipeace will refund the prepaid fees for the remainder of its term.
- Except as expressly stated in these Terms, the Service, Output, preview features and Third-Party Services are provided "as is" and "as available". To the fullest extent permitted by law, Logipeace disclaims all other warranties, conditions and representations, express or implied. These include warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement and accuracy, and any warranty that the Service or Output will be uninterrupted, error-free, secure or free of harmful components. Logipeace does not warrant the accuracy of any data from carriers, tracking providers or other third parties shown in the Service.
15. Indemnification
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By you. To the fullest extent permitted by law, you agree to release, defend, indemnify and hold harmless Logipeace and each of its affiliates, and their respective officers, directors, shareholders, subcontractors, agents and employees, from and against any claims, liabilities, damages, losses, penalties, fines and expenses of every kind and nature, including reasonable legal fees. This covers any of these incurred or allegedly incurred by Logipeace and arising out of or in any way connected with:
- (a) your or your Users' access to or use of the Service, including AI Features;
- (b) your or your Users' breach of the Agreement, including Section 5 (Acceptable Use);
- (c) Customer Data, including any claim that its collection, submission or processing in accordance with the Agreement infringes or violates any third party's rights or any applicable law;
- (d) your use of, or reliance on, Output or any other information generated by the Service, including any decision made, or document or communication issued, on the basis of it;
- (e) your communication or interaction with other users or third parties through the Service, and your dealings with your own customers, carriers and suppliers;
- (f) the goods, shipments, warehousing, transactions and other business operations you manage through the Service; and
- (g) your violation of any applicable law or regulation.
This obligation does not apply to the extent that a claim is caused by Logipeace's breach of the Agreement, or by its gross negligence or wilful misconduct.
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AI Output. Logipeace's standard terms do not include an indemnity specific to Output. If a third party claims that Output infringes its intellectual property rights, Logipeace will notify you promptly, cooperate in good faith, and pursue any remedies available to it from its AI provider. Any other contractual protection for Output must be expressly agreed in an Order Form or individual agreement.
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Procedure. The indemnified party must:
- notify the indemnifying party promptly of the claim;
- allow the indemnifying party sole control of the defense and settlement; and
- provide reasonable cooperation, at the indemnifying party's expense.
The indemnifying party must not settle any claim in a way that admits fault on behalf of, or imposes an obligation on, the indemnified party without the indemnified party's prior written consent. That consent must not be unreasonably withheld.
16. Limitation of Liability
- Excluded damages. To the fullest extent permitted by law, Logipeace will not be liable for any of the following, however arising and whether in contract, tort (including negligence), breach of statutory duty or otherwise, even if it has been advised of the possibility of them:
- indirect, incidental, special, consequential, exemplary or punitive damages;
- loss of profits, revenue, business, goodwill or anticipated savings;
- loss or corruption of data, except Logipeace's obligation to restore Customer Data from its most recent available backup;
- the cost of procuring substitute services;
- any loss arising from delays to or loss of goods or shipments, customs penalties, demurrage or detention charges, or any decision made on the basis of Output.
- Cap. To the fullest extent permitted by law, Logipeace's total aggregate liability arising out of or relating to the Agreement must not exceed the fees you actually paid to Logipeace for the Service in the 12 months before the event that gave rise to the liability. Where no fees were paid, this cap is SGD 1,000.
- Exceptions. Nothing in the Agreement limits or excludes liability that cannot be limited or excluded by law, including liability for fraud, or for death or personal injury caused by negligence. The limits in this Section 16 do not apply to your obligation to pay fees, to your indemnity obligations, or to your breach of Section 5 (Acceptable Use) or Section 9 (Intellectual Property).
- Time limit. Any claim against Logipeace must be brought within one year after the cause of action arises, to the extent the law permits this time limit.
- The parties agree that the fees reflect, and are set in reliance on, the allocation of risk in this Section 16.
17. Term, Suspension and Termination
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Term. The Agreement continues for as long as you have an active subscription or account. Each subscription runs for the term stated in the Order Form. It renews automatically for successive periods of the same length unless either party gives notice of non-renewal at least 30 days before the end of the current term.
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Termination for cause. Either party may terminate the Agreement by written notice in either of these cases:
- the other party materially breaches the Agreement and does not remedy the breach within 30 days of receiving written notice;
- the other party becomes insolvent, enters into liquidation or administration, or makes an arrangement with its creditors.
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Suspension. Logipeace may suspend all or part of the Service in any of these cases:
- to the extent reasonably necessary to prevent harm to the Service, to other customers or to third parties;
- to comply with law;
- in the circumstances described in Sections 5 and 8.
Where practicable, Logipeace will give you advance notice and restore the Service once the cause has been resolved.
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Free accounts. Logipeace may suspend or close free, trial or inactive accounts at any time.
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Effect of termination. When the Agreement ends:
- your right to use the Service ends;
- all unpaid fees for the remainder of any committed subscription term become immediately due, unless you terminated because of Logipeace's uncured material breach;
- Section 6.6 (Export and deletion) applies.
Sections 6, 7.3, 9, 10, 14.3, 15, 16, 19 and 20, and any other provisions that by their nature are intended to survive, continue to apply after termination.
18. Changes to These Terms
Logipeace may update these Terms from time to time. For material changes, Logipeace will notify your account administrators by email or through the Service at least 30 days before the changes take effect. Changes required by law or for security reasons may take effect immediately. If you object to a material change that adversely affects you, you may terminate the affected subscription by written notice before the change takes effect, and Logipeace will refund any prepaid fees for the unused remainder of its term. If you continue to use the Service after a change takes effect, you accept the updated Terms.
19. Governing Law and Dispute Resolution
- The Agreement, and any dispute or claim arising out of or in connection with it, is governed by the laws of Singapore.
- The parties will first try in good faith to resolve any dispute through discussions between senior representatives within 30 days of written notice of the dispute.
- Any dispute that is not resolved in this way will be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC), under the SIAC Arbitration Rules in force at the time. The seat of arbitration is Singapore, the tribunal consists of one arbitrator, and the language of the arbitration is English.
- Nothing in this Section 19 prevents Logipeace from seeking urgent injunctive or equitable relief, or from bringing proceedings to recover unpaid fees, in any court of competent jurisdiction.
20. General
- Force majeure. Neither party is liable for any delay or failure to perform caused by events beyond its reasonable control. These include natural disasters, epidemics, war, terrorism, civil unrest, government action, labor disputes, and failures of utilities, the internet or third-party cloud providers. This clause does not excuse payment obligations.
- Assignment. You may not assign or transfer the Agreement without Logipeace's prior written consent. Logipeace may assign the Agreement to an affiliate, or in connection with a merger, acquisition or sale of all or substantially all of its relevant assets, by giving you notice.
- Subcontractors. Logipeace may use subcontractors and sub-processors to provide the Service and remains responsible for their performance under the Agreement.
- Relationship. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency or employment relationship.
- Notices. Logipeace may send notices to the email address of your account administrator or through the Service. You must send notices to Logipeace at support@logipeace.com.
- Severability and waiver. If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted, and the remaining provisions will remain in full force. A failure or delay in exercising any right is not a waiver of it.
- Third-party rights. Except for the persons protected under Section 15, no person other than the parties has any right under the Contracts (Rights of Third Parties) Act 1967 of Singapore to enforce any term of the Agreement.
- Entire agreement. The Agreement is the entire agreement between the parties on its subject matter and supersedes all prior proposals, agreements and representations. Any terms in your purchase orders or other documents do not apply, even if Logipeace accepts or signs them.
- Language. These Terms may be translated into other languages. If there is any inconsistency, the English version prevails.
21. Contact Us
If you have any questions about these Terms, please contact us at:
Logipeace Pte Ltd
531A Upper Cross Street #04-95 Hong Lim Complex, Singapore 051531
https://www.shipeace.com
Email: support@logipeace.com