Terms of Service
Last Updated: 17 March 2026 | Company No. 17098858
These Terms of Service (“Terms”) are a legally binding agreement between Keyshift Logistics Ltd (“the Company”) and the Client. By accepting these Terms, purchasing a Service Package, or using the Company’s services, the Client agrees to be bound by them in full.
1. INTERPRETATION, DEFINITIONS & ORDER OF PRECEDENCE
1.1 Definitions
In these Terms, unless the context otherwise requires, the following expressions have the following meanings:
“Agreement” means these Terms together with any agreed Statement of Work, the Pricing Schedule, and any active Service Package confirmation.
“Authorised Manager” means the role undertaken by the Company to manage, configure, or execute tasks within the Client’s pre-existing third-party software accounts pursuant to an active engagement.
“Business Day” means a day other than a Saturday, Sunday, or public holiday in England.
“Business Hours” means 08:00 to 16:00 (UK time) on a Business Day.
“Client”, “you”, or “your” means the business entity, corporate body, or individual engaging the Company in the course of a business, trade, or profession.
“Client Data” means all data, content, product information, customer information, and materials that belong to the Client or are accessed by the Company through the Client’s accounts and systems in providing the Services.
“Company”, “we”, “our”, or “us” means Keyshift Logistics Ltd, a company registered in England and Wales with company number 17098858, whose registered office is at 167-169 Great Portland Street, 5th Floor, London, W1W 5PF.
“Confidential Information” means all non-public commercial, technical, financial, and operational information, credentials, and customer information disclosed by or on behalf of one party to the other in connection with the Agreement.
“Deliverables” means the specific digital assets, workflow configurations, reports, or documentation produced as an output of a Fixed-Scope Project.
“Due Date” means: (a) for a Monthly Operational Retainer, the first day of the billing period to which the invoice relates; and (b) for a Fixed-Scope Project, the date of the invoice.
“Effective Date” means the date on which the Client accepts these Terms or pays the initial invoice, whichever occurs first.
“Fees” means the charges payable by the Client for the Services as set out in the Pricing Schedule or Service Package.
“Fixed-Scope Project” means a one-off, implementation-led engagement described in Section 3.1 and the Pricing Schedule.
“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights, subsisting in any part of the world.
“Monthly Allowance” means, for a Monthly Operational Retainer, the maximum number of hours of work available in a billing month, being the upper weekly figure for the relevant Service Package multiplied by 52 and divided by 12, rounded down to the nearest whole hour, as stated in the Pricing Schedule.
“Monthly Operational Retainer” means an ongoing, recurring monthly support engagement described in Section 3.1 and the Pricing Schedule.
“Orders Managed” means customer orders that the Company processes, tracks, reconciles, or otherwise actively handles on the Client’s behalf in a billing month.
“Pricing Schedule” means Schedule 1 to these Terms, as updated from time to time in accordance with these Terms.
“Schedule” means a schedule to these Terms.
“Services” means the Monthly Operational Retainers, Fixed-Scope Projects, or any other operational management, logistics execution, and workflow optimisation services provided by the Company.
“Service Package” means the specific tier of monthly support or project scope selected by the Client as detailed in Section 3 or in an agreed Schedule.
“Statement of Work” means a written document, signed by the Client and by a director of the Company, that sets out specific scope, fees, deliverables, or commercial variations for an engagement.
“Terms” means these Terms of Service together with all incorporated Schedules.
“VAT” means value added tax chargeable in the United Kingdom.
1.2 Interpretation
Headings are for convenience only and do not affect interpretation. “Including” means including without limitation. A reference to a statute includes that statute as amended or re-enacted. “Writing” and “written” include email. References to Sections and Schedules are to the Sections of, and Schedules to, these Terms.
1.3 Order of Precedence
If there is any conflict or ambiguity between the documents comprising this Agreement, the conflict shall be resolved in accordance with the following order of precedence:
Any Statement of Work or written commercial amendment signed by the Client and by a director of the Company.
The Pricing Schedule (as to Fees, limits, and Service Package content only).
These Terms of Service and their other Schedules.
Proposals, brochures, website content, and marketing documentation do not form part of the Agreement (see Section 3.2).
2. FORMATION, ACCEPTANCE & COMMENCEMENT
2.1 Acceptance
The Client accepts these Terms by ticking the acceptance box on the Company’s onboarding form, signing a Statement of Work, or paying the initial invoice, whichever occurs first. The version of these Terms in force on the Effective Date applies to the Agreement. The Company may keep a record of the date, time, and version accepted.
2.2 Authority & Business Purposes
The person accepting these Terms confirms that they have authority to bind the Client. The Client confirms that it enters into this Agreement in the course of a business, trade, or profession and not as a consumer, and that the Services will not be used for personal, family, or household purposes.
2.3 Commencement & Term
The Agreement starts on the Effective Date. Services begin only after payment clears (Section 4.1) and the Company receives the completed onboarding form and required access (Section 6.1). The Company aims to begin onboarding within two (2) Business Days of the later of those events; this is a target, not a guarantee. A Monthly Operational Retainer continues month to month until terminated under Section 11. A Fixed-Scope Project continues until it closes under Section 5.5 (after which any Launch Support Period under Section 5.6 applies) or is cancelled under Section 11.2.
2.4 Changes to these Terms
The Company may update these Terms from time to time. An updated version applies to new engagements from the date it is published. For an existing Monthly Operational Retainer, the updated version applies from thirty (30) days after the Company gives written notice, and the Client may terminate under Section 11.1 before that date if it does not agree. A Fixed-Scope Project remains governed by the version in force on its Effective Date. Any other variation must be in writing and signed by the Client and by a director of the Company.
3. SERVICES, PACKAGES & OPERATIONAL STRUCTURE
3.1 Service Provision
The Company provides specialised, hands-on operational management, logistics execution, and workflow optimisation for e-commerce enterprises. Services are delivered via two primary engagement models. The Pricing Schedule sets out fees for each.
Monthly Operational Retainers
Ongoing support billed on a recurring monthly cycle. Resource allocation is governed by whichever threshold (the Monthly Allowance or the monthly Orders Managed limit) is reached first. The weekly hours stated below are a planning guide for how work is spread across the month; the binding limit is the Monthly Allowance. Unused hours do not roll over from one billing month to the next. Hours are tracked internally via our operational management systems, and a summary of hours used will be provided on request.
The Growth Catalyst: 8–10 hours per week, or up to 300 Orders Managed per month, whichever is reached first.
The Scaling Engine: 15–20 hours per week, or up to 1,500 Orders Managed per month, whichever is reached first.
The Enterprise Architect: dedicated fractional leadership and advanced systems architecture equivalent to 1–2 days per week (approx. 8–16 hours per week).
Fixed-Scope Projects
Practical, implementation-led projects delivered as one-off engagements:
The Clarity Blueprint: comprehensive operational audit and friction report.
The Systems Suite: full infrastructure deployment and core workflow integration.
The Velocity Build: end-to-end market readiness, UX mapping, and international checkout architecture.
The deliverables, limits, exclusions, and Client dependencies for each Fixed-Scope Project are set out in the Pricing Schedule and any Statement of Work. All prices are quoted in GBP and are subject to VAT at the prevailing rate.
3.2 Entire Agreement & Non-Reliance
This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all previous discussions, correspondence, negotiations, drafts, agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral. The Client acknowledges that it has not relied on any statement, promise, representation, assurance, or warranty made or given on behalf of the Company which is not set out in this Agreement. Nothing in this Section limits or excludes liability for fraud or fraudulent misrepresentation.
3.3 Timelines & Dependencies
Any timescales given by the Company for a Fixed-Scope Project are estimates. They depend on the Client providing timely access, information, approvals, and feedback under Section 6. If the Client’s delay exceeds fourteen (14) days, the Company may pause the project and reschedule it subject to availability. Fees are unaffected by any such delay or pause (Section 6.2).
3.4 Business Hours & Availability
Services are provided during Business Hours. The Company does not provide out-of-hours or emergency cover unless a Statement of Work says otherwise. The Company aims to respond to Client messages within one (1) Business Day; this is a target, not a guarantee.
4. FINANCIAL TERMS & PAYMENT PROTOCOL
4.1 Advance Payment & Due Dates
All Services are provided strictly on a payment-in-advance basis.
Retainers: Invoices are issued at least seven (7) days before the start of each billing period and are payable by the Due Date. Cleared funds must be received before each billing period begins.
One-off Projects: Fixed-fee projects require 100% upfront settlement before project initiation or onboarding.
The Company is not obliged to start or continue any Services until cleared funds are received. All prices are quoted in GBP and are subject to VAT at the prevailing rate.
4.2 Payment Channels & Remittance Integrity
Payments are accepted via electronic bank transfer BACS/Faster Payments, Stripe, or GoCardless. Where payment is by direct debit, the Client must ensure the collection date allows cleared funds to be received by the Due Date.
The Client is responsible for all intermediary bank fees or “sender pays” charges. An invoice is settled in full only when the total invoiced amount is successfully credited to the Company’s bank account.
4.3 No Set-Off & Invoice Dispute Window
All amounts due under this Agreement shall be paid in full without any set-off, counterclaim, deduction, or withholding. If the Client disputes an invoice in good faith, they must notify the Company in writing within seven (7) days of invoice receipt, detailing the specific grounds for dispute. Undisputed portions of the invoice remain payable immediately.
4.4 Non-Refundability & Performance Carve-Out
Except as set out in this Section 4.4 or where mandated by English law, all Fees are non-refundable, representing the reservation of our operational capacity. However, if the Company materially breaches this Agreement, or fails to commence or deliver a paid Fixed-Scope Project through fault of its own, the Client is entitled to a pro-rata refund of unearned Fees paid in advance.
4.5 Third-Party Costs & Client Responsibility
The Client maintains sole responsibility for maintaining active, paid subscriptions in the Client’s name to all third-party platforms required for their business operations (e.g., Shopify, Amazon, Sumtracker, Make, ERPs), including the Client’s own Make account in which the Company’s automations run. The Company builds and tests automations in its own Make account using dummy or anonymised data, and deploys them in the Client’s own accounts. Any arrangement for the Company to host an automation in the Company’s own account must be set out in a Statement of Work. The Company bears the cost of its own accounts and tools. The Company acts strictly as an Authorised Manager in the Client’s accounts, and the Client must keep the Company’s access in place for as long as the Services require it (Section 6.1). The Company accepts no liability for service interruptions, data corruption, or business losses resulting from the Client’s failure to maintain active third-party accounts or pay third-party vendor fees.
4.6 Price Changes
The Company reserves the right to increase retainer Fees upon providing a minimum of sixty (60) days’ written notice before the start of the affected billing cycle. If the Client does not agree to the price adjustment, they may terminate the retainer in accordance with Section 11.1 before the new pricing takes effect. Changes to the Pricing Schedule apply to new engagements without notice and do not affect a Fixed-Scope Project already paid for.
5. SCOPE, VARIATIONS, REVISIONS & OVERAGES
5.1 Defined Scope
Services are strictly limited to the deliverables explicitly outlined in the agreed Service Package, the Pricing Schedule, or a Statement of Work.
5.2 Overage Charges & Rate Card
Any work requested outside the defined scope, or hours exceeding the Monthly Allowance, will be billed at the hourly rate in Part C of the Pricing Schedule that corresponds to the required level of expertise: the Operational Support Rate, the Management & Workflow Optimisation Rate, or the Senior Operational / Systems Architecture Rate (together, the “Rate Card”). The last of these is referred to in these Terms as the “Senior Operational Rate”.
5.3 Overage Authorisation Protocol
The Company will endeavour to notify the Client when they reach 90% of their Monthly Allowance, or Orders Managed limit. To prevent unexpected charges, no out-of-scope or overage work shall be commenced without the Client’s prior written approval (via email or project management tools). Where the Orders Managed limit is exceeded, the Company will invite the Client to move to a higher Service Package; until then, additional work is overage work. Failure to issue a 90% warning notification shall not operate as a waiver of the Company’s right to bill for authorised overage work.
5.4 Revision Protocol
Fixed-scope project deliverables include two (2) rounds of consolidated feedback. Requests for revisions must be submitted in writing within seven (7) days of initial delivery. Subsequent requests, post-sign-off changes, or significant deviations from the original project brief will be treated as additional billable work and invoiced at the applicable hourly rate on the Rate Card.
5.5 Delivery, Acceptance & Project Closure
A Fixed-Scope Project is delivered when the Company issues the Deliverables to the Client, including by shared link. Deliverables are deemed accepted on the earlier of the Client’s written acceptance and seven (7) days after delivery without a revision request under Section 5.4. A signed handover or sign-off page within the Deliverables is evidence of acceptance, but acceptance does not depend on signature. The project closes on acceptance, or on completion of the two (2) revision rounds, whichever is earlier. Further work after closure is additional billable work under Section 5.2, except for the correction of Defects during a Launch Support Period under Section 5.6.
5.6 Launch Support Period (Fixed-Scope Projects)
The Systems Suite includes a Launch Support Period of fourteen (14) days, and The Velocity Build includes a Launch Support Period of twenty-one (21) days. The period starts on the date the project closes under Section 5.5. The Clarity Blueprint has no Launch Support Period.
What is covered. During the Launch Support Period, the Company will correct any Defect that the Client reports in writing, at no extra charge, within Business Hours. The Company aims to respond within one (1) Business Day; this is a target, not a guarantee.
What is not covered. The Launch Support Period does not cover:
New features, changes or additions, including additional templates, markets, integrations or automations beyond the limits in the Pricing Schedule.
Problems caused by changes made by the Client or a third party after delivery, including updates to themes, apps, platforms or APIs, and changes to the Client's accounts, data or settings.
Problems caused by inaccurate or missing Client Data (Section 6.3), or by delay in providing access or information (Section 6.1).
Training, advice on use, ongoing monitoring, reporting or day-to-day management of the systems.
Tax, customs or legal matters (Section 6.8).
Failures of third-party software, carriers or suppliers (Section 10.2).
Any matter excluded above, and any support after the period ends, needs a Monthly Operational Retainer or is out-of-scope work billed at the Rate Card under Section 5.2, and the Company will not start it without the Client's approval under Section 5.3. The Launch Support Period does not pause or extend for Client delay, and cannot be carried over or exchanged for other work. A Defect not reported in writing before the period ends is not covered. Any matter excluded above, and any support after the period ends, needs a Monthly Operational Retainer or is out-of-scope work billed at the Rate Card under Section 5.2, and the Company will not start it without the Client's approval under Section 5.3.
Revisions. Launch support is separate from the revision rounds in Section 5.4, which apply to feedback on the Deliverables within the original brief. Correcting a Defect does not use a revision round.
6. CLIENT OBLIGATIONS & RESPONSIBILITIES
6.1 Provision of Access & Information
The Client must provide timely access to all necessary third-party platforms (including Shopify, Amazon Seller Central, Sumtracker, Make, and email accounts), at the level of access reasonably required to perform the Services, which may include administrator or staff-level access, and furnish all data required for the execution of the Services. The Client must provide credentials and access only through the secure method specified by the Company, and never by unencrypted email or messaging. The Client acknowledges that the Company’s performance is strictly dependent upon timely Client cooperation.
6.2 Fee Continuity During Client Delays
Client-side delays in providing access, data, approvals, or feedback shall not result in any pro-rata reduction, credit, or refund of Fees. The Client remains fully liable for the agreed Service Package Fees during any period of inactivity caused by Client-side bottlenecks.
6.3 Information Accuracy & Compliance
The Client represents and warrants that all data, product specifications, inventory figures, and business instructions provided to the Company are accurate, complete, and legally compliant. The Company shall not be held liable for operational errors, marketplace suspensions, or inventory discrepancies arising from inaccurate Client data.
6.4 Infrastructure & Implementation Responsibility
The Client is solely responsible for maintaining their own physical premises, hardware (e.g., printers, scanners), and packaging supplies required for physical logistics execution.
While the Company provides expert strategy and operational oversight, the final decision to implement specific business changes remains with the Client. The Client assumes all legal, regulatory, and financial consequences of their commercial decisions.
6.5 Communication SLA
To maintain operational velocity, the Client agrees to respond to urgent operational queries (e.g., critical stock discrepancies or supplier bottlenecks) within twenty-four (24) Business Hours. Failure to respond within this window may result in delayed task execution without liability to the Company.
6.6 Session Rescheduling & Missed Meetings
All scheduled operational meetings, technical alignment calls, and project onboarding sessions across any service tier require a minimum of 24 hours’ written notice for rescheduling.
First Reschedule / Grace Period: One (1) free reschedule is permitted per project phase, provided 24 hours’ notice is given. Failure to attend a scheduled session within 15 minutes of the start time without prior notice will result in the immediate forfeiture of the allocated time.
Subsequent Re-booking: Any subsequent re-booking required due to missed sessions or late notice will be treated as additional billable work and invoiced at the Senior Operational Rate.
6.7 Authority & Approval Limits
The Company acts only on the Client’s instructions. Unless the Client has set limits in writing (email is sufficient), the Company will not place purchase orders, issue refunds or credits, commit the Client to expenditure, or negotiate or agree terms with suppliers, carriers, or 3PL providers on the Client’s behalf without the Client’s prior written approval for each action. Where the Client authorises automated triggers (for example reorder alerts or return label generation), the Client remains responsible for the thresholds it approves and for all commitments made under them.
6.8 No Professional Advice
The Company does not provide legal, tax, accounting, customs, financial, or regulatory advice. The Client is solely responsible for its tax and VAT registrations (including IOSS and US sales tax), product classification and customs codes, duty and tax strategy, product safety and labelling, and compliance with marketplace and platform policies, and should seek its own professional advice on these matters. Any information the Company provides on these subjects is operational guidance only.
7. DATA PROTECTION & UK GDPR COMPLIANCE
7.1 Compliance Status
Keyshift Logistics Ltd will comply with the obligations that apply to it under the Data Protection Act 2018 and the UK General Data Protection Regulation (UK GDPR). With respect to any personal data processed on behalf of the Client, the Client acts as the Data Controller and the Company acts as a Data Processor, limiting processing strictly to documented instructions necessary for service delivery.
7.2 Secure Credential Management
All platform credentials provided by the Client are managed via industry-standard, encrypted password management infrastructure. The Company does not store plain text passwords or transmit access keys outside our secure operations team.
7.3 Data Handling & Retention Policy
The Company maintains reasonable operational measures regarding sensitive customer Personally Identifiable Information (PII). We do not routinely download, export, or permanently store customer PII on local hardware. Processing is conducted within the Client’s own platforms and the Company’s tools listed in our sub-processor list. Any temporary data used for operational coordination is deleted within ninety (90) days of task completion. Run logs of automations in the Client’s Make account are held in that account and follow the retention period of the Client’s plan, and the Company recommends that the Client switch on Make’s “Data is confidential” setting for automations that handle customer personal data. The Company builds and tests automations in its own Make account using dummy or anonymised data only. Run logs in the Company’s own testing account, which uses dummy or anonymised data only (Section 7.6), are kept for up to thirty (30) days.
7.4 Data Processing Terms
Schedule 2 sets out the terms required by Article 28 of the UK GDPR and forms part of this Agreement. If Schedule 2 conflicts with any other part of these Terms on the processing of personal data, Schedule 2 prevails.
7.5 Our Privacy Policy
This Section 7 and Schedule 2 apply where the Company processes personal data on the Client's behalf. How the Company handles its own personal data, such as the Client's contact and billing details, is explained in our Privacy Policy at www.keyshiftlogistics.com/privacy-policy. If there is a conflict about processing done on the Client's behalf, Schedule 2 prevails.
7.6 Testing and Development
The Company builds, tests and demonstrates automations in its own accounts using dummy or anonymised data only. The Company does not put the Client’s personal data (including customer, supplier and staff details) into its own Make account or any other testing or development environment. Where testing with real data is needed, it takes place in the Client’s own accounts, with the Client’s approval.
8. INTELLECTUAL PROPERTY & CONFIDENTIALITY
8.1 Company IP & Methodologies
All methodologies, custom workflows, operational strategies, templates, know-how, and agency frameworks developed by the Company remain the exclusive Intellectual Property of the Company.
8.2 Proprietary Automation Systems & Software
All custom automation scenarios, JSON blueprints, integration architectures, workflow configurations, data-mapping logic, and associated technical documentation built or managed by the Company together, "Automation Assets", remain the exclusive Intellectual Property of the Company, excluding Client Data and pre-existing third-party software. Automation Assets are built and run on Make.com.
8.3 Engagement-Specific Licensing Model
For Fixed-Scope Projects: Upon full receipt of payment, the Company grants the Client a perpetual, worldwide, non-exclusive, non-transferable licence to use the final Deliverables, and the automations deployed in the Client's own Make.com account, for its internal business operations. The underlying agency templates, core frameworks and proprietary know-how remain solely owned by the Company. The Client must not sell, share with a third party, or reverse-engineer the JSON blueprints behind those automations.
For Monthly Retainers: For the duration of an active, fully paid retainer, the Company grants the Client a non-exclusive, non-transferable, non-sublicensable, revocable licence to use the automations deployed within the Client's own Make.com account, solely for internal business operations. The underlying agency frameworks, core logic, and proprietary JSON blueprints remain solely owned by the Company. The Client must not export, download, copy, duplicate, sell or reverse-engineer them or their JSON blueprints, whether through the platform's export tools, its API, screenshots or any other means.
8.4 Suspension and Revocation of Retainer Licence
After a retainer ends, the Client must not reactivate, copy or continue to use those automations or the Automation Assets, and must delete them from its accounts within seven (7) days of the end date (or, where the licence ends for non-payment, within seven (7) days of the Company’s written notice that it has ended), and must confirm this in writing on request. This does not require the Client to delete Client Data.
8.5 Third-Party Components
Any third-party software, platforms, APIs, services, or components incorporated into the automation systems remain subject to their respective ownership rights and licence terms. The Client remains solely responsible for maintaining active subscriptions and compliance with all third-party software terms.
8.6 Client Data & Pre-Existing Materials
The Client retains all rights in the Client Data and in its brand assets, product listings, content, and other pre-existing materials. The Client grants the Company a non-exclusive licence to use them for the sole purpose of providing the Services during the term of the Agreement.
8.7 Confidentiality Duration & Exceptions
Both parties agree to protect and maintain strict confidentiality regarding all Confidential Information, including sensitive commercial data, API credentials, customer information, and proprietary operations accessed during the engagement. Each party may disclose Confidential Information only to its personnel and permitted subcontractors who need to know it and who are bound by equivalent obligations. Confidentiality obligations shall survive termination of this Agreement for a period of five (5) years, except where information enters the public domain through no breach of the receiving party, was already lawfully known to the receiving party, or is required to be disclosed by law.
8.8 Marketing Rights & Case Studies
The Company reserves the right to publish anonymised operational metrics, technical architecture overviews, and performance benchmarks derived from the Services for marketing, portfolio, and case study purposes. The Company will not name the Client or use the Client’s logo without the Client’s written consent. If the Client requests complete exclusion from marketing materials in writing before project commencement, this right shall be waived.
9. DEFAULT, SUSPENSION & SYSTEM ARCHIVING
9.1 Right to Suspend Services
The Company reserves the right to pause all operations (including inbox management, manual execution, and active management of third-party systems) immediately upon any invoice becoming overdue, meaning unpaid after its Due Date, without incurring liability for resulting operational disruption. The Company will notify the Client by email when it pauses operations.
9.2 Service Hold (Day 8)
Invoices remaining unpaid for seven (7) days after the Due Date shall trigger a formal Service Hold on the eighth (8th) day. During this period, all active inventory monitoring, support, and API system synchronisations between the Client’s storefront and marketplaces will be suspended. The Company will confirm the Service Hold by email.
9.3 System Archiving (Day 15) & Missing Access Triggers
Accounts remaining unpaid for fourteen (14) days after the Due Date, or where chronic Client-side delays in providing necessary data, platform access, or required approvals persist for fourteen (14) days after the Company’s written request, shall be formally Archived. The Company will give at least two (2) Business Days’ written warning before an account is Archived. To protect data integrity and prevent “data drift,” the Company will disconnect all logistics integrations and third-party software links.
9.4 Mandatory Reactivation Fee
Restoration of an Archived account is subject to a mandatory £250 + VAT Reactivation Fee, payable alongside all outstanding invoice balances. This fee is a genuine and proportionate estimate of the Company’s costs and covers the technical labour required for manual security audits, data realignment, and secure API reconfiguration.
9.5 Exclusion of Liability during Suspension
Subject to Section 10.3, the Company shall have no liability for any loss of revenue, marketplace penalties, inventory inaccuracies, or customer dissatisfaction incurred by the Client during a Service Hold or Archived state executed in accordance with these Terms.
9.6 Late Payment Statutory Interest
Pursuant to the Late Payment of Commercial Debts (Interest) Act 1998, the Company reserves the right to apply statutory interest (8% above the Bank of England base rate) from the day after the Due Date until payment, statutory fixed recovery sums (£40 for debts under £1,000; £70 for debts between £1,000 and £9,999.99; £100 for debts of £10,000 and above), and reasonable legal recovery costs to all overdue balances.
10. LIMITATION OF LIABILITY & INDEMNIFICATION
10.1 No Guarantee of Financial Outcomes
While the Company applies professional expertise to optimise operations, we make no guarantees, warranties, or representations regarding specific revenue increases, profit margins, cost reductions, or business growth. Targets, forecasts, projections, and “target impact” figures in any Deliverable or report (for example, estimated hours saved) are estimates based on information available at the time and are not guarantees. Marketing metrics or case studies cited by the Company represent past performance and do not guarantee future results.
10.2 Third-Party and External Failures
The Company accepts no liability for performance failures, API outages, delays, or security breaches originating from third-party software vendors, shipping carriers, customs authorities, payment gateways, or suppliers.
10.3 Carve-Outs to Liability
Nothing in these Terms limits or excludes liability for:
Death or personal injury caused by negligence;
Fraud or fraudulent misrepresentation; or
Any other liability which cannot be limited or excluded by applicable English law.
10.4 Exclusion of Consequential Loss
Subject to Section 10.3, the Company shall under no circumstances be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
Loss of profits, sales, business, or revenue;
Business interruption or loss of anticipated savings;
Loss or corruption of data, information, or software; or
Any indirect, special, or consequential loss.
10.5 Aggregate Liability Cap
Subject to Section 10.3, the total aggregate liability of the Company for all claims arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be strictly limited to a sum equal to the total Fees paid by the Client to the Company in the three (3) months preceding the date on which the first claim arose (or, for a Fixed-Scope Project, the total fixed Fee paid for that specific project).
10.6 Client Indemnity
The Client shall indemnify, defend, and hold harmless the Company, its directors, employees, and agents from and against any claims, liabilities, losses, damages, fines, or legal costs (including reasonable legal fees) arising out of or in connection with:
The Client’s breach of this Agreement or violation of applicable laws;
Intellectual property infringement, defamatory content, or regulatory non-compliance inherent in the Client’s product listings, marketing materials, or business operations;
Inaccurate tax classifications, customs declarations, or duty choices provided by the Client; or
Claims brought by end-consumers or third parties relating to goods sold by the Client.
This indemnity does not apply to the extent that the loss is caused by the Company’s own breach of this Agreement or negligence. The Company shall notify the Client promptly of any claim, shall not admit liability or settle it without the Client’s consent (not to be unreasonably withheld), and shall allow the Client to conduct the defence at the Client’s cost, with the Company’s reasonable cooperation.
11. TERMINATION, OFFBOARDING & HANDOVER
11.1 Termination of Monthly Retainers (With Worked Example)
Either party may terminate a Monthly Operational Retainer by providing a minimum of thirty (30) days’ written notice. Termination takes effect at the end of the billing cycle in which the notice period expires, and the Fee for that billing cycle is payable in full. The Company will maintain operational execution through the end of that final billing cycle.
Worked Example (calendar-month billing cycle): If written notice is served on 15th June, the 30-day notice period runs to 15th July. The retainer remains fully active throughout, and the Fee for the July billing cycle is payable in full. Termination and infrastructure deactivation take effect at the end of 31st July.
Upon the effective date of termination, all active operational management, software integrations, and agency-maintained infrastructure will be deactivated, and the retainer-based licence granted under Section 8.3 will cease. Licences granted for the Deliverables of a Fixed-Scope Project are not affected.
11.2 Cancellation of Fixed-Scope Projects
The Client may cancel a Fixed-Scope Project by written notice at any time. Fees paid are non-refundable except as set out in Section 4.4, and any unpaid balance remains due. On request, and subject to payment of the Fees in full, the Company will provide the Deliverables completed up to the date of cancellation.
11.3 Termination for Breach or Insolvency
Either party may terminate this Agreement immediately with written notice if the other party commits a material breach of any term of this Agreement and fails to remedy that breach within fourteen (14) days of receiving written notice requiring remedy, or if the other party enters into liquidation, insolvency, administration, or ceases trading.
11.4 Offboarding & Handover Protocol
Upon termination of this Agreement for any reason, and, for a Fixed-Scope Project, at the end of its Launch Support Period (or on closure under Section 5.5 if there is none):
All outstanding unpaid invoices and overage charges properly due become immediately due and payable (subject to Section 4.4);
The Company will revoke access to agency-controlled environments and, where applicable, hand back administrative credentials to the Client, subject to full settlement of accounts.
The Client shall cease using any proprietary agency assets or revoked licences.
On the Client's written request made within thirty (30) days of termination (or, for a Fixed-Scope Project, of the end of the Launch Support Period or of closure), the Company will delete or return Client Data and the Client's Confidential Information in its possession (except where the law requires retention) and confirm this in writing.
The Client shall remove the Company’s access to the Client’s accounts and systems.
11.5 Survival
Sections 4 (as to sums accrued), 7, 8, 10, 11.4, and 12.7, and any other provision intended to survive, continue after termination or expiry of this Agreement.
12. GENERAL PROVISIONS & GOVERNING LAW
12.1 Severability
If any provision or part-provision of this Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable.
12.2 Waiver
No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy.
12.3 Assignment & Subcontracting
The Client may not assign, transfer, or subcontract any of its rights or obligations under this Agreement without the prior written consent of the Company. The Company may freely assign or subcontract its obligations. Where the Company subcontracts, it remains responsible for the subcontractor’s performance, and any subcontractor that processes personal data is bound in accordance with Schedule 2.
12.4 Force Majeure
Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances, or causes beyond its reasonable control (including acts of God, flood, drought, earthquake, epidemic or pandemic, terrorist attack, civil war, nuclear, chemical or biological contamination, cyber-attacks or widespread internet/cloud service provider outages). This Section does not excuse late payment of Fees.
12.5 Third-Party Rights
Unless expressly provided otherwise, no term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
12.6 Relationship of the Parties
The Company is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship, except that the Company acts as Authorised Manager within the limits set out in Section 6.7.
12.7 Governing Law & Jurisdiction
These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation, shall be governed by, and construed in accordance with, the law of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.
13. CONTACT & FORMAL NOTICES
All formal legal notices and operational communications regarding these Terms must be directed to:
Keyshift Logistics Ltd
Company No. 17098858
Registered office: 167-169 Great Portland Street, 5th Floor, London, W1W 5PF
VAT No. 518537181
Email: hello@keyshiftlogistics.com
Notices to the Client will be sent to the email address given in the onboarding form, and the Client must keep its contact details up to date. A notice sent by email is deemed received at the time of sending if sent during Business Hours, and otherwise at the start of the next Business Day.
SCHEDULE 1: PRICING SCHEDULE
All Fees are in GBP and exclude VAT. The Company's current prices are set out below. The Company may update this Schedule for new engagements at any time; Section 4.6 governs existing retainers.
Part A: Monthly Operational Retainers
The Growth Catalyst: £1,250 + VAT per month. Planning guide: 8–10 hours per week. Monthly Allowance: 43 hours. Orders Managed limit: 300 per month.
The Scaling Engine: £2,500 + VAT per month. Planning guide: 15–20 hours per week. Monthly Allowance: 86 hours. Orders Managed limit: 1,500 per month.
The Enterprise Architect: £3,950 + VAT per month. Planning guide: 1–2 days per week (approx. 8–16 hours per week). Monthly Allowance: 69 hours. No limit on orders managed; the Monthly Allowance governs.
Part B: Fixed-Scope Projects
Each project includes two (2) rounds of consolidated feedback (Section 5.4).
The Clarity Blueprint: £500 + VAT. Scope: operational audit, performance diagnostic, friction report, and 90-day roadmap. Limits and exclusions:
Storefronts & Channels: Restricted to one (1) core e-commerce storefront (e.g., Shopify, WooCommerce, or Amazon Seller Central account). Additional storefronts or separate regional accounts require a separate audit or an overage fee.
Scope Boundary: Purely diagnostic. Includes one (1) 60-minute deep-dive video call and one (1) written Friction Report with a 90-day roadmap delivered within 5 business days of the call.
Exclusions: Does not include hands-on technical implementation, workflow building, software configuration, or code changes. Any implementation requested after the report is billed according to our rate card (£85/hr or £125/hr).
Promotions: Where the Client has commissioned and paid for a Clarity Blueprint (£500 + VAT) and subsequently engages the Company for a fixed-scope build package (The Systems Suite or The Velocity Build) within thirty (30) days of the date the project closes under Section 5.5. The Company shall deduct the £500 audit fee from the total invoice price of the subsequent build package. This credit is non-transferable, non-refundable, and cannot be applied to monthly retainer fees.
The Systems Suite: £1,500 + VAT. Scope: custom workflow blueprinting, real-time software integrations, supply chain mapping, and master data integrity launch. Limits and exclusions:
Storefronts & Channels: Maximum of one (1) primary storefront and 1 connected marketplace (e.g., Shopify UK + Amazon UK).
Integrations & Workflows: Capped at one (1) third-party inventory/ERP tool (e.g., Sumtracker, Katana, or QuickBooks), 1 3PL or warehouse connection, and up to two (2) custom automated workflows (e.g., Make scenarios for order routing or low-stock alerts).
Helpdesk & CRM: Capped at 1 helpdesk or CRM integration (e.g., Klaviyo).
Exclusions: Excludes custom software development, custom API coding from scratch, data migration from legacy ERPs with corrupted data formats, and ongoing post-launch management beyond the Launch Support Period (which requires transitioning to a Monthly Retainer).
Promotions: Where the Client has commissioned and paid for The Systems Suite (£1,500 + VAT) build and subsequently engages the Company for The Velocity Build (£2,800 + VAT) within thirty (30) days of the date the Systems Suite project closes under Section 5.5. The Company shall deduct the £1,500 fee paid for The Systems Suite from the total invoice price of The Velocity Build. This credit is non-transferable, non-refundable, and cannot be applied to monthly retainer fees.
The Velocity Build: £2,800 + VAT. Scope: end-to-end storefront optimisation, high-converting UX mapping, and international checkout architecture (multi-currency and localised duties). Limits and exclusions:
Bundled Systems Suite Included: Includes all backend infrastructure setup from The Systems Suite (1 storefront + 1 marketplace, 1 inventory tool, 1 3PL connection, 2 automated scenarios, and 1 helpdesk/CRM integration).
Storefront & UX Optimisation: Optimisation of one (1) primary digital storefront, capped at customising up to three (3) key storefront templates (typically Homepage, Product Detail Page, and Cart/Drawer Checkout flow) using the client's existing theme framework.
International Checkout Architecture: Foundational multi-currency setup (e.g., Shopify Markets up to 3 distinct regional currencies/markets) and localised duty/tax display mapping.
Exclusions: Excludes custom theme coding from scratch, brand identity/logo design work (client must provide branding assets), and legal/tax filings (the client remains strictly responsible for their own VAT, IOSS, and customs registrations), and ongoing post-launch management beyond the Launch Support Period (which requires a Monthly Retainer).
Operational Guardrails Across All Projects
Completion Window: Fixed-scope project builds must be completed within 21 to 30 days of intake. If a client stalls on providing access, assets, or feedback for more than 14 days, the build goes on "Service Hold."
Revision Cap: All deliverables include exactly two (2) rounds of consolidated feedback. Subsequent requests or post-sign-off scope changes are billed at your Senior Operational Rate (£125/hr + VAT).
Strict Sign-Off: Upon handover, the Client has seven (7) days to request consolidated revisions within the original brief (Section 5.4). The project closes on the Client’s written acceptance, on completion of the two (2) revision rounds, or seven (7) days after delivery if no revision is requested, whichever comes first (Section 5.5). Any Launch Support Period then starts (Section 5.6).
Launch Support: The Systems Suite includes 14 days, and The Velocity Build includes 21 days, of defect support from project closure (Section 5.6). The Clarity Blueprint has none.
Part C: Rate Card and Other Charges
Operational Support Rate: £45 per hour.
Management & Workflow Optimisation Rate: £85 per hour.
Senior Operational & Systems Architecture Rate (the Senior Operational Rate): £125 per hour.
Reactivation Fee (Section 9.4): £250.
SCHEDULE 2: DATA PROCESSING TERMS
This Schedule applies where the Company processes personal data on behalf of the Client as a processor.
Part A: Details of Processing
Subject matter: provision of the Services to the Client.
Duration: from the Effective Date until personal data is deleted or returned under Section 11.4.
Nature and purpose: viewing, accessing, organising, and handling customer orders, support tickets, returns, supplier and carrier communications, and system synchronisations within the Client’s platforms, solely to deliver the Services.
Types of personal data: names, contact details, delivery and billing addresses, order and purchase details, and the content of customer communications.
Categories of data subjects: the Client’s customers and prospects, supplier and carrier contacts, and the Client’s staff.
Part B: Processor Obligations
Instructions. The Company shall process personal data only on the Client’s documented instructions (including this Agreement), unless required to do otherwise by law, in which case it will inform the Client beforehand unless the law prohibits this. The Company will tell the Client if it believes an instruction infringes data protection law.
Confidentiality. Persons authorised to process personal data are bound by confidentiality obligations.
Security. The Company will implement appropriate technical and organisational measures to protect personal data, including encrypted credential management, access limited to authorised personnel, and processing within the Client's platforms and the Company's listed sub-processors rather than on local storage (Section 7.3). The Company does not use the Client’s personal data in its own testing or development accounts (Section 7.6).
Sub-processors. The Client gives general authorisation for the Company to use sub-processors to deliver the Services, for example, password management (LastPass), and communication software providers (Slack/Asana). The Company will impose equivalent data protection obligations on each sub-processor, remain liable for their performance, will provide a list of sub-processors on request, and will give notice of intended changes so that the Client may reasonably object.
Data subject rights and complaints. The Company will, taking account of the nature of the processing, assist the Client in responding to requests from individuals exercising their rights and in handling data protection complaints. The Company will refer any request or complaint it receives about the Client's personal data to the Client without undue delay, and in any event within five (5) Business Days, and will help the Client acknowledge and respond within the time limits set by law. The Company will not respond to the individual itself, except to confirm that it has passed the request or complaint on, unless the Client instructs otherwise.
Breach notification. The Company will notify the Client without undue delay, and in any event within forty-eight (48) hours, after becoming aware of a personal data breach affecting the Client’s personal data, and will provide the information reasonably needed to meet the Client’s reporting duties.
Assistance. The Company will assist the Client with its obligations on security, breach notification, data protection impact assessments, and prior consultation, taking into account the nature of the processing and the information available to the Company.
Deletion or return. At the end of the Services, the Company will delete or return personal data in accordance with Section 11.4, unless the law requires retention.
Audit. The Company will make available the information necessary to show compliance with this Schedule and will allow for audits by the Client or its appointed auditor, on reasonable written notice, no more than once a year (unless a breach has occurred), during Business Hours, and at the Client’s cost, beginning with a document-based review.
International transfers. The Company will not transfer personal data outside the United Kingdom unless appropriate safeguards required by UK GDPR are in place (for example, an adequacy regulation, the UK International Data Transfer Agreement, or the UK Addendum).
Client responsibilities. The Client, as Controller, is responsible for having a lawful basis and any required privacy notices for the processing, and for ensuring that its instructions are lawful.