Terms of Service

These terms govern use of UpaRate, an email and document automation service for maritime chartering desks (“UpaRate”, “we”). By using the service you agree to them. Written in plain language on purpose — if a sentence here would surprise your legal team, we would rather hear about it before you sign anything.

UpaRate is pre-incorporation. The operating company is being formed now, and its registered name and jurisdiction will be stated here and in the agreement you sign — we would rather leave this blank than name an entity that does not yet exist. Pilot customers contract with the named entity, not with this page.

1. What UpaRate is — and where these terms sit

UpaRate connects to your company's Microsoft 365 mailboxes and, at the autonomy level your managers configure, reads chartering correspondence, drafts replies, files documents, and tracks voyage obligations. It is business software sold to companies, not a consumer product.

UpaRate is currently offered as a pilot-stage product. Pilot customers sign a separate agreement covering fees, term, and any negotiated variations; where that agreement and this page differ, the signed agreement prevails. This page states the default terms for everyone else who touches the service.

2. Accounts and access

• Access is granted per company, and sign-in is through Microsoft single sign-on — we do not hold passwords for your users.
• Each company's data is isolated to its own tenant, enforced at the database layer with row-level security. Your operators see your desk's mail and nobody else's.
• You are responsible for who in your organisation has a seat, and for telling us when someone leaves.

3. The authorisation model

UpaRate never sends email on your behalf without authorisation. Every outbound action is either explicitly approved by one of your operators, or covered by an autonomy level (“dial”) that one of your managers deliberately set for that specific kind of message. Turning the dial down takes effect immediately.

4. Your data

The mail and documents UpaRate processes are your data. We claim no ownership of them, we do not sell them, and we do not use them to train models. How they are stored, for how long, and who processes them on our behalf is set out in the Privacy Policy, which is part of these terms.

5. Acceptable use

Use the service for lawful chartering operations. Do not attempt to access another company's tenant, probe or overload the service, or use it to send unlawful or deceptive correspondence. We may suspend access that threatens the service or other customers, and will tell you when we do.

6. Service level, honestly stated

We work to keep UpaRate available and accurate, and we run our own monitoring so that we usually know about a failure before you do. But this is a pilot-stage product: we do not yet offer a contractual uptime guarantee, and drafts produced by the engine are proposals for your operators to review at whatever autonomy level you have chosen. You remain responsible for your commercial correspondence.

7. Liability

To the maximum extent the law allows, UpaRate's total liability arising out of the service is limited to the fees you paid us in the twelve months before the claim arose, and neither party is liable to the other for indirect or consequential losses. Nothing here limits liability that cannot lawfully be limited.

8. Termination and what happens to your data

Either party may end the arrangement as set out in the signed pilot agreement, or otherwise on 30 days' notice. On termination we block sign-ins and stop reading your mailboxes immediately. We then delete your company's data — mirrored mail, documents, and learned patterns — on your written request, within 30 days of it and save for what we are legally required to retain, and confirm in writing when it is done.

Your mail and documents are never destroyed on a timer without you asking. Deletion is deliberate and carried out by a person, so a lapsed invoice or an expired pilot cannot quietly take a desk's records with it.

9. Changes to these terms

We may update this page as the product matures. For material changes we will notify your account contact before they take effect; a signed pilot agreement is never changed by editing a web page.

10. Governing law

Governing law and jurisdiction are set in the pilot agreement you sign, and follow the operating company once it is incorporated. We will state them here at that point rather than assert a jurisdiction in advance.

11. Contact

Questions about these terms: [email protected], or through the contact form. A registered address will be published here on incorporation.