Terms of Service
Last Updated: 17 March 2026
These Terms of Service (“Terms”) constitute a legally binding agreement between Keyshift Logistics Ltd (“the Company”, “we”, “our”, or “us”) and the Client (“the Client”, “you”, or “your”). By engaging our services, purchasing a package, or utilising our digital infrastructure, you agree to be bound by these Terms in their entirety.
1. Services & Operational Structure
1.1 Service Provision: The Company provides specialised operational support, logistics coordination, and strategic consultancy for e-commerce enterprises. Services are delivered via two primary engagement models:
Monthly Operational Retainers: Ongoing support billed on a recurring monthly cycle. The hours allocated as estimated maximums per week:
The Growth Catalyst: 10–15 hours/week.
The Scaling Engine: 20–30 hours/week.
The Enterprise Architect: 35–40 hours/week.
Fixed-Scope Projects: Advisory projects delivered as one-off engagements, including:
The Clarity Blueprint (£500)
The Systems Suite (£1,500)
The Velocity Build (£2,800)
All prices are quoted in GBP and are subject to VAT at the prevailing rate.
2. Financial Terms & Payment Protocol
2.1 Advance Payment: All services are provided on a payment-in-advance basis.
Retainers: Invoices are issued monthly; funds must be cleared before the billing period begins.
One-off Projects: Fixed-fee projects require 100% upfront settlement before project initiation.
2.2 Payment Channels: Payments are accepted via BACS/Faster Payments, Stripe, or GoCardless.
2.3 Remittance Integrity: The Client is responsible for all intermediary bank fees or 'sender pays' charges. We consider an invoice settled in full once the total amount has been successfully credited to our account.
2.4 Non-Refundability: Unless mandated by English Law, all fees are non-refundable, representing the reservation of our operational capacity.
2.5 Third-Party Costs: The Client maintains sole responsibility for subscriptions to third-party platforms (e.g., Shopify, Amazon, Sumtracker). The Company acts strictly as an Authorised Manager. We accept no liability for service interruptions or data loss resulting from the Client’s failure to maintain active third-party accounts.
3. Scope, Variations & Revisions
3.1 Defined Scope: Services are strictly limited to the deliverables explicitly outlined in the agreed Service Package.
3.2 Overage Charges: Any work requested outside the defined scope or exceeding monthly hour allocations will be billed at the following standard rates:
The Growth Catalyst: £45 per hour (Operational Support)
The Scaling Engine: £85 per hour (Management & Workflow Optimisation)
The Enterprise Architect: £125 per hour (Strategic Consultancy & Systems Architecture)
Clients will be notified when they reach 90% of their monthly allocation before overage charges are applied.
3.3 Revision Protocol: Consultancy deliverables include two (2) rounds of consolidated feedback. Requests for revisions must be submitted in writing within seven (7) days of delivery; subsequent requests or significant changes to the original project brief will be treated as additional billable work and invoiced at a Standard Consultancy Rate of £60 per hour.
4. Default, Suspension & System Archiving
4.1 Right to Suspend: The Company reserves the absolute right to pause all operations, including operations inbox management, manual consultancy, and active management of third-party systems, immediately upon an invoice becoming overdue.
4.2 Service Hold (Day 8): Invoices remaining unpaid for seven (7) days shall trigger a Service Hold on the eighth (8th) day. During this period, all active inventory monitoring and API system synchronisations between the Client’s storefront and marketplaces will be suspended.
4.3 System Archiving (Day 15): Accounts remaining unpaid for fourteen (14) days shall be formally Archived. To protect data integrity and prevent "data drift," the Company will disconnect all logistics integrations and third-party software links.
4.4 Mandatory Reactivation Fee: Restoration of an Archived account is subject to a £250 + VAT Reactivation Fee. This fee covers the technical labour required for manual audits, data realignment, and secure API reconfiguration.
4.5 Indemnity against Disruption: The Company shall not be liable for loss of revenue, marketplace penalties, or inventory inaccuracies (including overselling) incurred during a Service Hold or Archive state.
4.6 Statutory Interest: Pursuant to the Late Payment of Commercial Debts (Interest) Act 1998, we reserve the right to apply statutory interest (8% plus Bank of England base rate) and recovery costs to all overdue balances.
5. Client Obligations & Responsibilities
5.1 Provision of Access: The Client must provide the Company with timely and administrative-level access to all necessary third-party platforms (including, but not limited to, Shopify, Amazon Seller Central, and Sumtracker), and all data required for the execution of the Services. The Client acknowledges that the Company’s ability to perform its obligations is strictly dependent upon the timely provision of such access and information.
5.2 Fee Integrity: Any delays or failures by the Client in providing necessary access, data, or approvals shall not result in a pro-rata reduction, credit, or refund of fees. The Client remains liable for the full value of the Service Package during any period of inactivity caused by Client-side delays.
5.3 Service Continuity & Archiving Trigger: To maintain operational integrity and system security, the following "Service Continuity" protocols apply to all engagements:
Service Hold (Day 8): If the Client fails to provide the necessary data, platform access, or cleared payment for seven (7) days, the account will be moved to "Service Hold" status. During this period, all active management, support, and automated system synchronisations will be suspended.
Account Archive (Day 15): If the failure to provide data, access, or payment persists for fourteen (14) days, the account will be moved to "Archived" status. This involves formally disconnecting all API integrations and third-party software links to prevent data corruption and "data drift."
5.4 Reactivation Protocol: To resume services from an Archived status, the Client must settle all outstanding balances and pay a mandatory £250 + VAT Reactivation Fee. This fee is a preliminary estimate of the administrative and technical costs for the manual audit, data realignment, and secure reconfiguration of the Client's logistics infrastructure.
5.5 Information Accuracy: The Client represents and warrants that all information provided to the Company is accurate and complete. The Company shall not be held liable for any operational errors, inventory discrepancies, or marketplace penalties arising from inaccurate data provided by the Client.
5.6 Hardware & Logistics Infrastructure: The Client is responsible for maintaining their own physical premises, hardware (printers, scanners), and packaging supplies required for the execution of logistics tasks at their base of operations.
5.7 Implementation Responsibility: While the Company provides expert strategy and operational oversight, the final decision to implement specific business changes remains with the Client. The Client is responsible for the legal and financial consequences of their business decisions.
5.8 Communication SLA: To ensure operational efficiency, the Client agrees to respond to urgent operational queries (e.g., stock discrepancies or supplier issues) within twenty-four (24) business hours.
6. Data Security & UK GDPR Compliance
6.1 Compliance Status: Keyshift Logistics Ltd operates in strict accordance with the Data Protection Act 2018 and UK GDPR. In providing the Services, the Client acts as the Data Controller and the Company acts as the Data Processor for any customer personal data accessed via the Client’s digital infrastructure (e.g., Shopify, Amazon Seller Central).
6.2 Secure Credential Management: To maintain system integrity, all platform credentials provided by the Client are managed via industry-standard, encrypted environments (e.g., LastPass). The Company does not store plaintext passwords or share access credentials outside our secure operations team.
6.3 "Zero-Retention" Policy: The Company maintains a strict policy regarding sensitive customer Personally Identifiable Information (PII). No customer PII is downloaded, exported, or stored on the Company’s local hardware. All processing is conducted within the Client’s native platforms. Any temporary data utilised for manual logistics coordination is purged immediately upon task completion.
6.4 Data Processing Scope: Our detailed data processing obligations, including those relating to data subject rights, breach notifications, and sub-processing, are governed by the formal protocols outlined in our wider Privacy and Data Processing Frameworks.
7. Limitation of Liability & No Guarantees
7.1 No Guarantee of Outcome: While we apply professional expertise to optimise operations, the Company makes no guarantees regarding specific revenue increases, profit margins, or business growth.
7.2 Third-Party Failures: We accept no liability for the performance, delays, or outages of third-party entities, including shipping carriers, customs authorities, suppliers, or software platforms.
7.3 Liability Cap: To the maximum extent permitted by law, the total aggregate liability of Keyshift Logistics Ltd for any claim arising out of or in connection with this Agreement whether in contract, tort (including negligence), or otherwise, shall be strictly limited to the total fees paid by the Client for the specific service or monthly period during which the event giving rise to the claim occurred.
8. Intellectual Property & Confidentiality
8.1 Proprietary Frameworks: All methodologies, custom workflows, and strategies developed by the Company remain the exclusive Intellectual Property of Keyshift Logistics Ltd.
8.2 Confidentiality: Both parties commit to the non-disclosure of sensitive commercial data.
8.3 Marketing Rights: We reserve the right to reference anonymised operational results for case studies and marketing purposes, unless a non-disclosure agreement (NDA) specifies otherwise.
9. Termination & Governance
9.1 Termination: Monthly Retainers may be terminated by either party, providing 30 days’ written notice.
9.2 Rescheduling: Strategy Sessions require 24 hours' notice for rescheduling. Failure to provide notice results in the forfeiture of the session fee.
9.3 Governing Law: These Terms are governed by and construed in accordance with the laws of England and Wales. The parties submit to the exclusive jurisdiction of the English Courts.
10. Contact & Formal Notices
All formal notices regarding these Terms are to be directed to:
Keyshift Logistics Ltd