Terms and Conditions

1. The Service

Manifest is an online logistics and operations platform. Features may include, among others: shipments and manifests; money transfers and related banking or financial workflows (as integrated with third parties); customer, sender, and receiver records; documents and reporting; tenant, branch (location), and operational configuration; cashbox sessions; integrations with APIs and backend services owned or operated by us or third parties; and external flows such as approval links or participant-facing screens.

We may modify, suspend, or discontinue parts of the Service (including previews or beta functionality) where reasonably necessary for security, compliance, reliability, or product evolution. We may add or remove integrations with third-party systems without materially reducing paid features you already rely on, except as otherwise agreed in writing.

Some features depend on telecommunications, carriers, banking partners, or other vendors outside our control. You acknowledge that outages, delays, or errors from those networks or partners may affect the Service even when our systems are operating normally.

2. Eligibility and accounts

You must provide accurate registration information and keep it current. You are responsible for all activity under your credentials and must protect passwords, MFA devices, API keys, and other access mechanisms. Promptly notify [Contact Email] if you suspect unauthorized access.

Administrators invited by your organization may assign roles or permissions consistent with how you intend to operate. You are responsible for how your users interact with tenant data across branches or locations.

3. Your content and logistics data

The Service lets you submit, transmit, store, or process operational data—including shipment details, manifests, party information, financial transaction metadata, attachments, QR-related inputs, audit trails, configuration, and logs (collectively “Customer Data”).

Between you and us, you retain rights in Customer Data that you had before providing it. You grant us a non-exclusive, worldwide license to host, process, backup, display, and otherwise use Customer Data solely to provide, secure, improve, and support the Service and to comply with law.

You represent and warrant that you have all rights, consents, and lawful bases needed to provide Customer Data to us and to instruct us to process it for you, including any personal data of individuals in your jurisdiction and any cross-border transfers required for your use of the Service.

You must not upload or process through the Service any content or data that: (a) infringes third-party rights; (b) is unlawful, harassing, or malicious; (c) contains malware; or (d) is classified or restricted in a way that would violate applicable export, sanctions, or national security rules without proper authorization.

If we are required by law or receive a valid legal request, we may disclose information as permitted or required, and we may restrict access to the Service where necessary to address serious abuse, security incidents, or legal risk.

4. Acceptable use

You agree not to:

• Attempt to probe, scan, or test the vulnerability of the Service or breach security or authentication measures without our prior written consent.
• Reverse engineer, decompile, or disassemble the Service except where applicable law prohibits that restriction.
• Use the Service to send spam, commit fraud, evade sanctions, finance illegal activity, or misrepresent identity.
• Interfere with other customers’ use of the Service or overload our infrastructure (for example, by aggressive automated scraping not permitted by your agreement or our documentation).
• Use the Service in violation of applicable law, card network rules, banking partner terms, or carrier rules.

We may suspend or terminate access where we reasonably believe there is a material violation of these Terms or serious risk of harm.

5. Third-party products and integrations

The Service may interoperate with third-party software, carriers, PSPs, identity providers, email/SMS gateways, analytics, maps, banking APIs, hosting providers, or other integrations (“Third-Party Products”). Your use of Third-Party Products may be governed by separate terms and fees. We are not responsible for Third-Party Products or for data once it leaves environments we control pursuant to integrations you configure.

6. Confidentiality

“Confidential Information” means non-public information disclosed by a party that is designated confidential or should reasonably be understood as confidential given the circumstances. The receiving party must use Confidential Information only for the purposes of these Terms and protect it using reasonable care. Exceptions include information that becomes public without fault of the recipient, information developed independently without use of Confidential Information, or information rightly received from others.

7. Fees

If you purchase paid features, fees, billing cadence, and taxes are described in your order form or subscription flow. Except where refunds are required by law or expressly stated otherwise, payments are generally non-refundable. We may suspend paid features if amounts are materially overdue after notice.

8. Intellectual property

Except for Customer Data as between you and us, we own the Service—including software, user interface, trademarks, logos, templates we provide beyond your submitted content, improvements, aggregated or de-identified usage statistics—and related intellectual property. These Terms grant you no ownership rights; only the limited right to use the Service as permitted here.

9. Disclaimers

The Service is provided “as is” and “as available.” To the fullest extent permitted by law, we disclaim all warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or free of harmful components, or that operational outcomes (for example, delivery times, settlement times, or regulatory outcomes) will meet your expectations.

Logistics, financial, and regulatory decisions remain your responsibility. The Service is a tool; it is not a substitute for professional legal, tax, accounting, insurance, or compliance advice.

10. Limitation of liability

To the fullest extent permitted by law:

• Neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, goodwill, data, or business interruption, arising out of or related to the Service or these Terms, whether in contract, tort, or otherwise, even if advised of the possibility.
• Our aggregate liability arising out of or related to the Service or these Terms for any claim will not exceed the greater of: (i) [Amount and currency] or (ii) the fees paid by you to us for the Service in the twelve (12) months before the claim (or, if shorter, your paid subscription period to date).

Exclusions may not apply where prohibited by applicable law—for example for death or bodily injury caused by negligence, fraud, or willful misconduct, or where statutes impose non-waivable liability.

11. Indemnity

You will defend, indemnify, and hold harmless us and our affiliates, officers, directors, employees, and agents from third-party claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising from: (a) Customer Data or your use of the Service in violation of these Terms or law; (b) dispute between you and your customers, carriers, partners, or regulators related to your operations; or (c) your violation of third-party rights.

12. Term and termination

These Terms begin when you first use the Service and continue until terminated. You may stop using the Service at any time. We may terminate or suspend access if you materially breach these Terms and fail to cure within a reasonable period after notice where cure is feasible, if we cease offering the relevant Service, or as required by law.

Upon termination, your right to use the Service ceases. Sections intended to survive (including Confidentiality (to the extent it applies post-termination), disclaimers, limitations of liability, indemnity, and governing law where applicable) will survive.

Deletion/retrieval of Customer Data after termination should follow [Your data retention / export policy or Data Processing Agreement link], if any. If none is provided, we may delete data in line with our standard retention practices after a reasonable export window.

13. Changes to these Terms

We may update these Terms from time to time. If a change is material, we will make reasonable efforts to notify you—for example via email or in-product notice—before the effective date. Your continued use after the effective date constitutes acceptance. If you disagree, you must stop using the Service.

14. Governing law and disputes

These Terms are governed by the laws of [State/Country], without regard to conflict-of-law principles. The courts located in [City, State/Country] will have exclusive jurisdiction over disputes arising out of or relating to the Service or these Terms, unless applicable law forbids exclusivity—in which case the closest legally valid forum applies.

Optional – Arbitration: [If you want arbitration instead of courts, replace this paragraph with mutually agreed AAA/JAMS/arbitration language vetted locally.]

15. General

These Terms constitute the entire agreement between you and us regarding the Service and supersede conflicting prior negotiations on this subject unless a separate executed agreement expressly states otherwise. If you have a negotiated order form or Data Processing Agreement, those documents control only where they expressly override conflicting provisions below.

Failure to enforce any provision is not a waiver. If any provision is unenforceable, the remainder stays in effect. You may not assign these Terms without our consent except to a successor in connection with a merger or sale of all or substantially all your assets—we may assign in connection with a business transfer.

Official notices should be sent to [Legal notice address] (and [Contact Email] for operational issues).

16. Contact