Terms of service

1. Agreement

These Terms of Service ("Terms") govern your access to and use of the websites, applications and services provided by UAB Kelvara, company code 305812447, registered at Verslo al. 12, LT-44210 Kaunas, Lithuania ("Kelvara", "we", "us"). By accessing our website or using the platform you agree to these Terms. If you are agreeing on behalf of an organisation, you confirm you are authorised to bind it.

Paid use of the platform is additionally governed by an Order Form and, where applicable, a Master Services Agreement and Data Processing Agreement. Where those documents conflict with these Terms, they prevail for the subject they cover.

2. Definitions

• "Platform" means the Kelvara last-mile orchestration software, including the dispatch console, driver application, APIs and related services.
• "Customer Data" means data submitted to the Platform by or on behalf of a customer, including shipment, recipient and operational data.
• "Subscription Term" means the period stated on the applicable Order Form.
• "Parcel" means a physically distinct item with its own tracking identifier, as used for metering and billing.

3. The service

Subject to these Terms and payment of the applicable fees, Kelvara grants you a non-exclusive, non-transferable right to access and use the Platform during the Subscription Term for your internal business purposes. We provide the Platform on a software-as-a-service basis and may improve, modify or add features over time. We will not materially reduce the core functionality of a paid plan during a Subscription Term without notice.

4. Accounts and security

You are responsible for the accuracy of your account details, for maintaining the confidentiality of credentials and API keys, and for all activity under your account. You must notify us promptly at security@dpd-lt.com of any suspected unauthorised use. We may suspend access where we reasonably believe it is necessary to protect the Platform or other customers.

5. Acceptable use

You agree not to, and not to permit any third party to:

• use the Platform in breach of any applicable law or third-party right;
• reverse engineer, decompile or attempt to derive source code, except as permitted by law;
• probe, scan or test the vulnerability of the Platform without our prior written consent;
• exceed documented rate limits, or use the Platform in a way that impairs its availability for others;
• upload malicious code, or data you have no lawful right to process;
• resell or provide the Platform to a third party except as expressly permitted in an Order Form.

6. Fees and payment

Fees are set out in the applicable Order Form and comprise a platform fee plus a per-Parcel charge for volume above any included allowance. Unless stated otherwise, fees are quoted in euro and exclusive of VAT and other applicable taxes. Invoices are payable within 14 days of the invoice date. We may charge interest on overdue amounts at the rate set by applicable Lithuanian law and suspend the service for material non-payment after reasonable notice.

7. Customer Data and ownership

As between the parties, you retain all right, title and interest in Customer Data. You grant us a limited licence to host, process and transmit Customer Data solely to provide and support the Platform, and as instructed by you. Our processing of personal data within Customer Data is governed by the Data Processing Agreement and our privacy notice. We retain ownership of the Platform and all intellectual property in it, including any improvements, but excluding Customer Data.

We may generate and use aggregated, anonymised statistics that do not identify you or any individual to operate and improve our services.

8. Service levels and support

Support and, where offered, availability commitments are as stated for your plan on our pricing page or Order Form. Enterprise agreements may include a contractual uptime service level with service credits as the sole remedy for availability shortfalls. Planned maintenance is notified in advance where practical.

9. Third-party services

The Platform may integrate with third-party services such as carrier networks, locker operators, mapping providers and telematics systems. We are not responsible for those services, and your use of them may be subject to separate terms. A fault in a third-party service is not a breach of these Terms by us.

10. Warranties and disclaimers

We warrant that we will provide the Platform with reasonable skill and care and substantially in accordance with its documentation. Except as expressly stated, the Platform is provided "as is", and to the fullest extent permitted by law we disclaim all other warranties, whether express or implied, including fitness for a particular purpose and non-infringement. We do not warrant that the Platform will be uninterrupted or error-free, nor that route plans will produce any particular operational or financial outcome.

11. Limitation of liability

Nothing in these Terms limits liability that cannot be limited by law, including for death or personal injury caused by negligence, or for fraud. Subject to that:

• neither party is liable for indirect, incidental, special or consequential loss, or for loss of profit, revenue, goodwill or anticipated savings;
• each party's total aggregate liability arising out of or in connection with these Terms is limited to the fees paid or payable by you to Kelvara in the 12 months preceding the event giving rise to the claim.

12. Indemnity

You will indemnify Kelvara against claims arising from Customer Data or from your use of the Platform in breach of these Terms. Kelvara will defend you against third-party claims that the Platform, used in accordance with these Terms, infringes that third party's intellectual property rights, subject to prompt notice and reasonable cooperation.

13. Term and termination

These Terms apply while you use the Platform or our website. A paid subscription runs for its Subscription Term and renews as stated in the Order Form. Either party may terminate for material breach not remedied within 30 days of written notice. On termination, your right to use the Platform ceases; we will make Customer Data available for export for 30 days, after which we may delete it in the ordinary course.

14. Confidentiality

Each party may receive confidential information from the other. The receiving party will use it only to perform under these Terms, protect it with reasonable care, and not disclose it except to personnel and advisers who need it and are bound by confidentiality. This does not apply to information that is public through no fault of the receiving party, independently developed, or required to be disclosed by law.

15. Changes to these Terms

We may update these Terms from time to time. For material changes affecting paid customers, we will give reasonable notice by email or in-product. Continued use after the effective date constitutes acceptance. If you do not agree to a material change, you may terminate before it takes effect.

16. Governing law and disputes

These Terms are governed by the laws of the Republic of Lithuania, without regard to conflict of law rules. The parties will attempt to resolve any dispute in good faith. Failing that, the courts of Kaunas, Lithuania have exclusive jurisdiction, except that either party may seek injunctive relief in any competent court.

17. General

If any provision is found unenforceable, the remainder continues in effect. Failure to enforce a right is not a waiver of it. You may not assign these Terms without our consent; we may assign them to an affiliate or in connection with a merger or sale of assets. These Terms, together with any Order Form and referenced agreements, are the entire agreement between the parties on their subject.

18. Contact

Questions about these Terms: legal@dpd-lt.com, or by post to Legal, UAB Kelvara, Verslo al. 12, LT-44210 Kaunas, Lithuania.