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These Terms of Service (the "Terms") govern access to and use of BerthTime, a container and ocean-shipment tracking service made available through a web application, a public API, webhooks and related tools (together, the "Service"). The Service is operated by Majorbird HK [LEGAL ENTITY NAME TO CONFIRM], a company incorporated in Hong Kong with its registered office at Room 1123, 11/F., Star House, 3 Salisbury Road, Tsim Sha Tsui, Kowloon, Hong Kong (company number [TO CONFIRM]) ("Majorbird", "we", "us" or "our").

By creating an account, ticking the acceptance box at sign-up, or using the Service, you agree to these Terms on behalf of the business you represent (the "Customer", "you" or "your"). If you do not have authority to bind that business, or do not agree to these Terms, do not use the Service.

1. Business use only

1.1 The Service is offered exclusively to businesses and professionals acting for purposes relating to their trade, business, craft or profession. It is not offered to consumers. By accepting these Terms you confirm that you are not a consumer and that you use the Service for business purposes.

1.2 You must be at least 18 years old and legally able to enter into contracts to create an account.

1.3 Consumer protection rules that apply only to consumer contracts (for example cooling-off and withdrawal rights) do not apply to the Service. Nothing in these Terms limits any right that cannot be excluded by the law that applies to you.

2. Definitions

• Account: the company workspace you create in the Service, including all user logins invited into it.
• Authorised User: an individual you allow to use the Service under your Account (an employee, contractor or agent).
• Customer Data: the data you or your Authorised Users submit to the Service, such as shipment references (container numbers, bills of lading, booking numbers), your own references, tags, notes, webhook URLs and any carrier credentials you provide, and the tracking results we retrieve for those references on your behalf.
• Carrier Data: shipment status, event, vessel, voyage, port and ETA information published or supplied by ocean carriers, terminals, aggregators and other third-party sources.
• Plan: the subscription tier you choose (for example Free, Starter, Growth, Business, Scale or Enterprise), as described on our pricing page or in an order form.
• Tracked Shipment: a billable unit as defined in section 5.

3. Your account

3.1 You must provide accurate account information and keep it up to date.

3.2 You are responsible for all activity under your Account, including activity by your Authorised Users and through your API keys. Keep passwords and API keys confidential. Notify us promptly at odoo@majorbird.com if you suspect unauthorised access.

3.3 One business may hold one Free Account. We may merge or close duplicate Free Accounts created to avoid Plan limits.

4. The Service

4.1 What we do. For each reference you submit, the Service queries carriers and other data sources, normalises the results into a common format, and shows them in the dashboard, the API, webhooks and other integrations. Some sources are official carrier APIs, some are carriers' public tracking pages, and some are third-party data aggregators.

4.2 Changes to the Service. We are continuously developing the Service. We may add, change or remove features, carriers or data sources. If we remove a material feature of a paid Plan during a paid period, we will tell you in advance where reasonably possible, and you may terminate the affected subscription and receive a pro-rata refund of prepaid fees for the unused period.

4.3 Carrier coverage. Carrier coverage depends on the availability and terms of third-party sources. We may stop supporting a carrier or a data source at any time, for example if a carrier changes its systems, restricts access or asks us to stop. We do not guarantee coverage of any particular carrier.

4.4 Your own carrier credentials. Where you connect your own carrier account, API key or authorisation, you instruct us to retrieve data from that carrier on your behalf. You confirm that you are entitled to do so under your agreement with that carrier and that you will keep the credentials valid. You remain responsible for your relationship with that carrier.

4.5 Beta features. Features marked as beta, preview, trial or "coming soon" are provided as they are, may change or be withdrawn, and are excluded from any service level commitment.

5. Plans, trial, usage and overage

5.1 Plans. The features, included volume and prices of each Plan are set out on our pricing page or in an order form at the time you subscribe. Every Plan includes the dashboard, the API and webhooks unless stated otherwise.

5.2 Trial. New Accounts may receive a free trial of 14 days, with up to 100 Tracked Shipments, without a payment card. At the end of the trial the Account moves to the Free Plan unless you choose a paid Plan. We may refuse, shorten or end a trial at our discretion, in particular if we suspect abuse.

5.3 Counting rules. Usage is measured in Tracked Shipments:

1. One Tracked Shipment is one reference (container number, bill of lading or booking number) that is tracked during a calendar month (UTC). A bill of lading or booking counts once, whatever the number of containers it covers.
2. When the same shipment is found again under another identifier, the records are merged and the shipment is counted once.
3. A reference is not counted in a month in which no data source returns data for it (for example a mistyped reference, or one not yet in the carrier's system).
4. You can archive a shipment at any time. An archived shipment stops counting from the next calendar month.

5.4 Overage. If your usage in a month exceeds the volume included in your Plan, each additional Tracked Shipment is charged at the overage price of your Plan. The Free Plan has no overage: once its limit is reached, new references are not tracked until the next month or until you upgrade. We will show your usage in the application and warn you when you approach your limit.

5.5 Fair use. Plans are priced for normal commercial use. Bulk re-submission of references to force repeated refreshes, automated creation of Accounts, or use designed to circumvent Plan limits are not permitted. See also section 8 and the Acceptable Use Policy.

6. Fees and payment

6.1 Fees. Prices are shown in US dollars unless stated otherwise and are exclusive of taxes. Subscriptions are billed in advance, monthly or annually depending on your choice. Overage is billed in arrears for the previous month.

6.2 Payment processing. Card and other online payments are processed by Stripe, Inc. and its affiliates ("Stripe"). By paying online you also accept Stripe's applicable terms. We do not store full card numbers. Enterprise customers may be invoiced and pay by bank transfer as agreed in an order form.

6.3 Renewal. Subscriptions renew automatically for successive periods of the same length unless you cancel before the end of the current period. You can cancel from the billing settings or by writing to us.

6.4 Price changes. We may change prices with at least 30 days' notice. A change applies from your next renewal after the notice period. If you do not agree, you may cancel before the change takes effect.

6.5 Taxes. You are responsible for all sales, use, value added, goods and services, withholding and similar taxes, except taxes on our income. Where we are required to collect a tax, we will add it to the invoice. If you are required to withhold tax, you will gross up the payment so that we receive the full amount invoiced.

6.6 Late payment. If a payment fails or an invoice is more than 14 days overdue, we may, after notice, downgrade the Account to the Free Plan or suspend paid features until payment is received.

6.7 Refunds. Fees are non-refundable except where these Terms expressly provide otherwise or where the law requires it.

7. Data accuracy and timeliness

7.1 Source of the data. Carrier Data comes from carriers and other third parties. We do not create it, and we cannot control or verify its completeness, accuracy or timeliness. Carriers may publish events late, correct them, or publish inconsistent information across their own channels.

7.2 Estimates are estimates. Estimated times of arrival or departure, predicted delays, alerts and any other forecasts, whether supplied by a carrier or computed by us, are estimates based on the information available at the time. They are not commitments that a shipment will arrive or be handled at any particular time.

7.3 Refresh frequency. We refresh tracking data periodically. Refresh intervals vary by data source and Plan and may be delayed by source outages, rate limits or changes on the source side. Alerts and webhooks may be delayed or not sent.

7.4 Informational use. The Service is an information tool. It is not a substitute for the official documents, notices and communications of the carrier, terminal, customs authority or your logistics provider. You should verify critical information (for example cut-off times, free-time expiry, demurrage and detention exposure, customs status or release) directly with the relevant party before acting on it. We are not responsible for decisions you take, or charges you incur, on the basis of Carrier Data or estimates shown in the Service.

7.5 Attribution. Where practical we show the source of the data for each shipment. Carrier names and trademarks belong to their owners and are used only to identify the source of the data; their use does not imply any endorsement or partnership.

8. API, rate limits and fair use

8.1 API keys. You may create API keys for your Account. API keys are confidential and give access to your Customer Data; you are responsible for their use.

8.2 Rate limits. The API, webhooks and other interfaces are subject to rate limits and quotas, which may differ by Plan and may be changed to protect the Service. Requests above the limits may be rejected (for example with HTTP 429). Current limits are documented in the API documentation.

8.3 Webhooks. If you configure a webhook or callback URL, you instruct us to send Customer Data to it. You are responsible for the security of the receiving endpoint. We may disable an endpoint that repeatedly fails or that targets a non-public network address.

8.4 AI assistants and other integrations. If you connect the Service to an AI assistant, an ERP system (such as Odoo) or any other third-party tool, you instruct us to make your Customer Data available to that tool. The third-party tool is governed by its own terms and is not a subprocessor of ours.

8.5 API changes. We may change or deprecate API versions. For breaking changes to a generally available API version we will give reasonable notice, normally at least 90 days, except where a change is required for security, legal or carrier-access reasons.

9. Acceptable use

Your use of the Service must comply with our Acceptable Use Policy, which forms part of these Terms. In summary, you must not:

1. resell, redistribute or publish Carrier Data obtained through the Service as a standalone data feed, or use the Service to build a competing tracking or data product;
2. submit references that you have no legitimate business interest in (for example bulk harvesting of third parties' shipments);
3. scrape, crawl or overload the Service, or try to bypass rate limits, Plan limits, security or access controls;
4. reverse engineer the Service except where the law expressly allows it;
5. use the Service for any unlawful purpose, including breach of export control or sanctions laws;
6. upload malware, or content that infringes the rights of others.

You may use Carrier Data shown in the Service internally and share it with your own customers, suppliers and partners about the shipments concerned, in the normal course of your business.

10. Suspension

10.1 We may suspend all or part of your access to the Service, with notice where reasonably possible, if:

1. you materially breach these Terms or the Acceptable Use Policy;
2. your use poses a security risk to the Service or others, or could expose us or a data source to liability;
3. payment is overdue as described in section 6.6;
4. a data source, carrier or authority requires us to do so; or
5. we are required to do so by law.

10.2 We will limit a suspension in scope and duration to what is reasonably needed and will restore access once the cause is resolved. Fees remain payable during a suspension caused by you.

11. Customer Data

11.1 Ownership. As between you and us, you own your Customer Data. We do not claim ownership of it.

11.2 Licence to us. You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, process and display Customer Data as needed to provide, secure, support and improve the Service, to comply with law, and as otherwise instructed by you (for example through webhooks or integrations).

11.3 Aggregated data. We may create and use aggregated or de-identified data derived from use of the Service (for example port dwell times, carrier on-time statistics or ETA model accuracy), provided it does not identify you, your Authorised Users or your shipments. We own such aggregated data.

11.4 Carrier Data. Carrier Data is subject to the rights of its owners. Our retrieval of it for you does not transfer those rights. We grant you a non-exclusive, non-transferable right to use Carrier Data delivered by the Service for your business purposes in accordance with section 9 during your subscription. Carrier Data you have already exported may continue to be used for your internal records after termination.

11.5 Your responsibilities. You are responsible for the accuracy and lawfulness of Customer Data and for having the rights needed to submit it, including any carrier credentials.

11.6 Personal data. Our handling of personal data is described in our Privacy Policy. To the extent we process personal data contained in Customer Data on your behalf, we act as your processor (or service provider). A data processing agreement is available on request at odoo@majorbird.com and will form part of these Terms once signed.

11.7 Security. We use reasonable technical and organisational measures to protect Customer Data, including encryption in transit, hashed passwords and API keys, access controls and encrypted backups. No system is perfectly secure, and we cannot guarantee that unauthorised access will never occur. We will notify you without undue delay if we become aware of a security incident affecting your Customer Data.

12. Confidentiality

12.1 "Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential, including Customer Data, pricing in order forms, non-public parts of the Service and security information.

12.2 The receiving party will use the other party's Confidential Information only to perform or exercise its rights under these Terms, will protect it with at least reasonable care, and will disclose it only to its employees, contractors and subprocessors who need to know it and are bound by equivalent obligations.

12.3 These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed, or is lawfully received from a third party without restriction. A party may disclose Confidential Information where required by law or a competent authority, after giving the other party notice where legally permitted.

12.4 These obligations survive for three years after termination, and for Customer Data and trade secrets for as long as they remain confidential.

13. Intellectual property

13.1 We and our licensors own all rights in the Service, including software, design, documentation, normalised data models, our own computed estimates and aggregated data. Except for the rights expressly granted in these Terms, no rights are transferred to you.

13.2 If you send us feedback or suggestions, we may use them freely without obligation to you.

13.3 You may refer to the Service by name in your internal documents. You may not use our name or logos in marketing without our written consent. With your consent, we may name you as a customer.

14. Warranties and disclaimers

14.1 Each party warrants that it has the authority to enter into these Terms.

14.2 We warrant that we will provide the Service with reasonable skill and care. If the Service materially fails to conform to this warranty, your remedy is for us to use reasonable efforts to correct the failure and, if we cannot do so within a reasonable time, to terminate the affected subscription and refund prepaid fees for the unused period.

14.3 Except as expressly stated in these Terms, and to the maximum extent permitted by law, the Service, Carrier Data and all estimates are provided "as is" and "as available". We disclaim all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, accuracy, non-infringement, and uninterrupted or error-free operation. The Free Plan and trials are provided without any warranty.

15. Limitation of liability

15.1 Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for a party's payment obligations, for your breach of section 9 or the Acceptable Use Policy, or for any other liability that cannot be limited or excluded by law.

15.2 Subject to section 15.1, neither party is liable for any indirect, incidental, special, consequential or punitive loss, or for any loss of profit, revenue, business, goodwill or anticipated savings, or for loss or corruption of data (other than our obligation to restore from backups where available), whether in contract, tort (including negligence) or otherwise, even if advised of the possibility.

15.3 Subject to section 15.1, we are not liable for demurrage, detention, storage, penalty, missed-connection or similar charges, or for any loss arising from reliance on Carrier Data, estimates, alerts or their delay or absence.

15.4 Subject to section 15.1, each party's total aggregate liability arising out of or in connection with these Terms in any 12-month period is limited to the fees paid and payable by you for the Service in the 12 months before the event giving rise to the claim. For Free Plans and trials our total liability is limited to USD 100.

16. Indemnity

You will defend and indemnify us against third-party claims, and related losses and reasonable costs, arising from (a) Customer Data, including any claim that you were not entitled to submit references or carrier credentials, (b) your use of Carrier Data in breach of these Terms, or (c) your breach of the Acceptable Use Policy. We will notify you promptly of any such claim and allow you to control its defence, with our reasonable cooperation at your cost.

17. Term and termination

17.1 These Terms apply from the moment you accept them until your Account is closed.

17.2 You may cancel a paid subscription at any time; cancellation takes effect at the end of the current billing period. You may close your Account at any time from the settings or by writing to us.

17.3 Either party may terminate these Terms by notice if the other party materially breaches them and fails to remedy the breach within 30 days of notice, or immediately if the other party becomes insolvent or ceases business.

17.4 We may terminate a Free Account or a trial at any time with 30 days' notice, or immediately in case of abuse. We may terminate a paid subscription for convenience at the end of a billing period with 30 days' notice.

17.5 Data export. While your Account is active, and for 30 days after termination or closure (unless the closure was for your material breach and the law allows otherwise), you can export your shipment list and tracking data through the application or the API, or ask us for an export in a common machine-readable format.

17.6 Deletion. After that 30-day period we delete Customer Data from our live systems. Copies in encrypted backups are deleted as the backups expire under our rotation schedule (currently within about 35 days). We may retain data where required by law (for example invoices and tax records), and aggregated data under section 11.3.

17.7 Sections 6 (for amounts due), 7, 11.3, 11.4 (last sentence), 12, 13, 14.3, 15, 16, 17.5–17.7 and 19–20 survive termination.

18. Third-party services

The Service relies on third-party services (hosting, storage, payments, email, data sources). Their availability is outside our control. We are not responsible for third-party services that you choose to connect to the Service.

19. Governing law and disputes

19.1 These Terms and any non-contractual obligations arising from them are governed by the laws of the Hong Kong Special Administrative Region [GOVERNING LAW TO CONFIRM WITH COUNSEL].

19.2 The parties will first try to resolve any dispute in good faith through discussion between senior representatives for at least 30 days. Failing that, the courts of Hong Kong have exclusive jurisdiction [OR: arbitration administered by the Hong Kong International Arbitration Centre under its Administered Arbitration Rules, seated in Hong Kong, in English — TO CONFIRM WITH COUNSEL]. Either party may seek urgent injunctive relief in any competent court.

19.3 The United Nations Convention on Contracts for the International Sale of Goods does not apply.

20. General

20.1 Changes to these Terms. We may update these Terms from time to time. For material changes we will give at least 30 days' notice by email or in the application before they take effect, except where a change is required by law or concerns new features. The version date at the top shows the current version, and we keep a record of which version each Account accepted. If you do not agree to a change, you may cancel before it takes effect; continued use after that date means you accept the updated Terms.

20.2 Order of precedence. If there is a conflict, a signed order form or data processing agreement prevails over these Terms, and these Terms prevail over the Acceptable Use Policy and documentation.

20.3 Assignment. You may not assign these Terms without our consent. We may assign them to an affiliate or to a successor in a merger, acquisition or sale of the relevant business, with notice to you.

20.4 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including outages of carriers, data sources, hosting or network providers, provided it takes reasonable steps to limit the effect. This does not excuse payment obligations.

20.5 Notices. We send notices to the email address of your Account owner or through the application. You send notices to odoo@majorbird.com and, for legal notices, also in writing to our registered address.

20.6 Export control and sanctions. You will comply with applicable export control and sanctions laws and will not use the Service for, or on behalf of, any sanctioned person or destination.

20.7 Miscellaneous. These Terms, together with the documents they refer to, are the entire agreement between the parties about the Service. If any provision is held unenforceable, the rest remains in effect. A failure to enforce a provision is not a waiver. The parties are independent contractors. No third party has rights under these Terms, and the Contracts (Rights of Third Parties) Ordinance (Cap. 623) does not apply. These Terms are written in English; any translation is for convenience only.

21. Contact

Majorbird HK [LEGAL ENTITY NAME TO CONFIRM] Room 1123, 11/F., Star House, 3 Salisbury Road, Tsim Sha Tsui, Kowloon, Hong Kong Email: odoo@majorbird.com