Sorted legal

Platform Legals

Subscription terms (ATU Model – Multi-Product)

These Subscription Terms (the Terms) govern the Customer’s access to and use of Sorted’s Platforms and Services under an ATU (Action Transaction Unit) commercial model. Capitalised terms used but not defined in these Terms have the meanings given in the Order Form or the Commercial Schedule (ATU).

1. Scope, definition and interpretation

1.1 These Terms apply to the Platforms and Services identified on the Order Form, including (as applicable) Sorted.SHIP, Sorted.TRACK and Sorted.INSIGHTS (together, the Platforms).

1.2 The following documents (each a “Contract”) are incorporated by reference and, together with the Order Form, form the Agreement between the parties:

1.2.1 these Terms;

1.2.2 the Commercial Schedule (ATU) (including the ATU Governance provisions);

1.2.3 the SLA & Support Schedule; and

1.2.4 any executed Change Control forms.

1.3 In the event of conflict, the order of precedence (unless expressly stated otherwise) is:

1.3.1 the Order Form;

1.3.2 any Change Control;

1.3.3 these Subscription Terms;

1.3.4 the Commercial Schedule (ATU);

1.3.5 the SLA & Support Schedule.

1.4 In any Contract, the following definitions shall apply unless the context otherwise requires:

Word	Definition
Acceptable Use Policy	the acceptable use policy for the applicable Platform, as revised from time to time, a copy of the current version of which can be found at https://sorted.com/legal/ship-addendum/ and https://sorted.com/legal/track-addendum/.
ATU Bank	Has the meaning given to it in the ATU Commercial Schedule.
ATU Bank Period	the ATU Bank Period set out in the Order Form and starting from the Commencement Date.
ATU Governance	Means the provisions in Clause 7 of these Subscription Terms.
ATU Tariff Catalogue	Is set out in the Order Form.
Authorised Affiliate	any member of Customer’s Group which is either named as an Authorised Affiliate in the Order Form or is subsequently added as an Authorised Affiliate in accordance with Clause 3.7.
Carrier	a provider of parcel carrier services.
Change Control	As defined in Clause 20.1.
Contract Year	a 12-month period, the first Contract Year commencing on the date of the relevant Contract and each subsequent Contract Year commencing on an anniversary of that date.
Commencement Date	The date of the last signature of the Order Form.
Compatible Browser	the latest general release version of Chrome, Internet Explorer, Microsoft Edge, Firefox or Safari, in each case provided that the browser has no non-standard plug-ins and is configured in accordance with the default settings applicable to that browser, or any other configuration which may be specified by Sorted from time to time as being required to access the relevant Platform via its web portal.
Customer	the Customer whose details are set out in the Order Form.
Customer Branding	the Customer’s name, logo and any other trademark or branding of the Customer.
Customer Content	any content that the Customer or a User uploads to the Platform.
Developments	any content developed by Sorted for the Customer under a Contract.
DPP	Means the Data Protection Policy found on Sorted’s website: Data Protection Policy \| Legal \| Sorted
Documentation	the user documentation which describes the Platforms and provides guidance as to proper use of the same, available at docs.sorted.com/pro/ (for Ship) and docs.sorted.com/react/ (for Track).
Dormant Carrier Service	Has the meaning given in Clause 14.1 of the Commercial Schedule (ATU).
Initial Term	the initial term set out in the Order Form and starting from the Commencement Date.
Intellectual Property Rights	any and all intellectual property rights including patents, trade marks, design rights, copyright, rights in databases, domain names, topography rights, know-how, look and feel, rights in confidential information and all similar rights.
Membership	Means an agreement to subscribe to a Membership Package as detailed in the Commercial Schedule (ATU) or the Order Form.
Platform	Has the meaning given in Clause 1.1.
Professional Services	any professional services which Sorted may agree to provide from time to time to assist the Customer.
User	an individual person who accesses the Platform as part of the Customer’s Subscription.

2. Access rights & restrictions

2.1 The signature of the Order Form by both parties shall form a legally binding agreement between the parties.

2.2 Subject to the terms of this Agreement, Sorted grants the Customer and its Authorised Affiliates a non-exclusive, non-transferable right during the Term to access and use the Platforms for the Customer’s internal business purposes.

2.3 The Customer shall not (and shall not permit any third party to):
2.3.1 sublicense, resell or provide access to the Platforms to any third party (other than permitted Authorised Affiliates named on the Order Form);
2.3.2 circumvent or attempt to circumvent any technical controls, metering or authentication mechanisms;
2.3.3 perform penetration tests, vulnerability scans or other security testing except as expressly agreed with Sorted in writing; or
2.3.4 copy, modify, reverse engineer, decompile or create derivative works from the Platforms.

2.4 The Platforms are provided on a hosted, multi-tenant software-as-a-service basis. No rights are granted to install or run the Platforms on the Customer’s own infrastructure.

2.5 Sorted may from time to time make changes to the Platforms, including to improve functionality or usability, add new features, remove features it reasonably considers to be obsolete, fix errors, improve stability or address feedback received from clients. Sorted shall endeavour to minimise any disruption caused as a result of the implementation of such changes and shall provide reasonable notice of any major version upgrades.

2.6 It may be necessary from time to time for Sorted to disable part or all of the Platforms for maintenance purposes. Where such maintenance is likely to affect the functionality or accessibility of the Platforms, Sorted shall use reasonable endeavours to provide reasonable notice to the Customer of any such maintenance and to perform it outside of working hours.

2.7 The Customer shall promptly notify Sorted if it suspects that (a) it may have breached any term in a Contract, (b) a User (or other person using a User’s access credentials) may have failed to comply with the Acceptable Use Policy or (c) any User’s access credentials may have been compromised.

2.8 Usage model – ATU Bank. The Customer understands the Usage Model and shall comply with it at all times. The Usage Model, explained in the Commercial Schedule (ATU), shall apply.

3. Customer obligations

3.1 Credentials & configuration. The Customer is responsible for:

3.1.1 safeguarding all API keys, passwords and other access credentials; and
3.1.2 providing and maintaining accurate configuration in the Platforms, including Carrier credentials, endpoints, allocation rules, service mappings and shipping locations.

3.2 Integrations. The Customer will implement and operate its integrations with the Platforms in accordance with Sorted’s Documentation, including:

3.2.1 using supported authentication mechanisms;
3.2.2 following recommended retry and backoff behaviour; and
3.2.3 preferring webhooks, where available, over high-frequency polling.

3.3 Acceptable use. The Customer will not use the Platforms:

3.3.1 to send malicious code, spam or abusive traffic;
3.3.2 to store or process Prohibited Content; or
3.3.3 in any way that is unlawful or infringes third-party rights.

Use of the Platforms is also subject to Sorted’s Throttling & Fair Usage Rules set out in the Commercial Schedule (ATU).

3.4 Throttling & suspension. Sorted may throttle or suspend access to all or part of the Platforms in accordance with the Throttling & Fair Usage provisions of the Commercial Schedule (ATU), including where the Customer’s use threatens platform stability, exhausts its ATU Bank, exceeds documented limits or materially breaches these Terms.

3.5 Third-party dependencies. The Customer is responsible for its own systems, networks and connectivity, and for its direct contracts with Carriers and other third parties. Sorted is not responsible for failures or delays caused by Customer systems, Carrier systems or other third-party services outside Sorted’s reasonable control.

3.6 Co-operation. The Customer:

3.6.1 Shall provide any assistance, information, documents and access as reasonably required and requested by Sorted for it to deliver the Services, including procuring the co-operation of Carriers, the Customer’s other suppliers and the Customer’s employees, directors, consultants and advisers. Sorted shall not be responsible for any delay caused as a result of the Customer’s failure to comply with this Clause 3.6.

3.6.2 Shall take responsibility for the health and safety of any individual attending its premises on behalf of Sorted, including ensuring that they are made aware of any relevant policies and procedures and that they are not placed in danger in any manner, and the Customer shall indemnify and hold Sorted harmless from and against all costs, claims, damages, liabilities, loss and demands relating to or arising from or in connection with any claim brought against Sorted arising out of the death, personal injury or other loss suffered by an individual attending at the Customer’s premises, save where this was as a result of Sorted’s or that individual’s negligence.

3.6.3 Agree that, unless requested otherwise, it shall only provide copies of files or documentation to Sorted and shall maintain the originals, such that it shall suffer no loss if the files or documentation are lost or damaged. Where it is expressly requested to provide originals it shall make a copy prior to providing them such that if the files or documentation were lost or damaged the only loss would be the replacement cost of that copy file or documentation, which shall accordingly be Sorted’s sole liability in such circumstances.

3.7 Authorised Affiliates. The Customer may from time to time request the addition of Authorised Affiliates to its Subscription as follows:
3.7.1 provided that the addition will not require the performance of any Professional Services or any changes to the Services, the Customer may submit a written request confirming the identity of the additional Authorised Affiliate, and such Authorised Affiliate will be added from the date of Sorted’s written approval (which shall not be unreasonably withheld or delayed);
3.7.2 if the addition will require the performance of Professional Services (for example implementation services to implement the Platforms within its business, the parties shall negotiate an appropriate Professional Services Contract; and
3.7.3 if the addition will require any changes to the Services, the parties shall negotiate a variation to the applicable Contract.
3.7.4 An entity shall automatically cease to be an Authorised Affiliate if it ceases to be a member of the Customer’s Group.

4. Professional Services.
4.1 Professional Services shall be provided to substantially conform to the specification set out in the Statement of Work.

4.2 Any timescales set out for the performance of the Professional Services are for indicative purposes only.

4.3 Where the Professional Services involve the production of any Developments then, once the Developments have been created, Sorted shall make them available for the Customer to review and shall notify the Customer accordingly.

4.4 On receipt of a notice from Sorted in accordance with Clause 4.3, the Customer shall promptly test the Developments and shall within 14 days of such notice either confirm to Sorted that the Developments are accepted or notify Sorted of any deficiencies and request that they be remedied. If the Customer does not respond in accordance with the timescale set out in this clause 4.4 it shall be deemed to accept the Developments.

4.5 Where the Customer notifies any deficiencies in accordance with Clause 4.4 Sorted shall promptly remedy the deficiencies and make the revised Developments available for re-testing in accordance with Clause 4.3.

4.6 Sorted shall be responsible for the provision of the consultants who provide the Professional Services. In the event that any individuals become unavailable due to (for example) accident, illness, termination of employment or redeployment, Sorted shall use reasonable endeavours to provide a suitable replacement.

5. User accounts
5.1 The Customer must create a separate User account for every individual User. Under no circumstances must a User account be shared between two or more individuals except where it has been provided specifically for this purpose.

5.2 It is the Customer’s responsibility to ensure that User accounts are used only by the person who is entitled to use such account and the Customer shall be strictly liable for any failure to comply with Clause 5.1, whether or not the Customer consented to or was aware of such misuse.

5.3 Unless otherwise specified in the Order Form, there is no restriction on the number of User accounts that can be created and no charge for creating new User accounts.

5.4 Save as otherwise provided in the Order Form, the Customer shall only permit its employees, consultants and/or agents (and those of its Authorised Affiliates) to have access to the Platforms (whether via its web portal, via API or otherwise). Users shall be permitted access only to the extent that they are using the Platforms for the Customer’s or its Authorised Affiliates’ business purposes.

5.5 The Customer shall ensure that all Users use the Platforms in accordance with all of the terms of the Subscription Contract, including the Acceptable Use Policy. For the avoidance of doubt, any expenditure of the ATU Bank by any User is deemed as being authorised by the Customer.

5.6 The Customer shall, and shall procure that each User shall, keep all access credentials for the Platforms confidential and secure. Users must select secure passwords in accordance with recommended best practice.

5.7 If any User ceases to be eligible to access the Platforms, for example as a result of the User leaving the Customer’s (or an Authorised Affiliate’s) employment, the Customer shall immediately disable that User’s account.

5.8 Without prejudice to its other rights or remedies, Sorted may disable any User account at any time where it reasonably believes that the acts or omissions of such User have caused or are likely to cause the Customer to breach a Contract in a manner that would result in damage to the security, integrity or operability of the Platforms (or part thereof), that the User account has been used by multiple people or reallocated contrary to Clause 5.1 or that the User is not eligible to use the Platforms.

6. Fees, invoicing & indexation

6.1 Fees. The Customer shall pay the Fees to Sorted as set out in the Order Form and the Commercial Schedule (ATU). They may (but are not limited to) include:

6.1.1 ATU Bank charges;
6.1.2 Support Package Fees;
6.1.3 Membership Fees; and
6.1.4 any other recurring or usage-based charges identified in the Order Form.

6.2 Where and to the extent that Services are provided from any location other than Sorted’s own premises, the Customer shall be responsible for all and any reasonable expenses incurred by Sorted in providing the Services including travel, lodging, meals, and miscellaneous out of pocket expenses, as set out in a Statement of Work (or as otherwise pre-approved from time to time). Such expenses shall be invoiced by Sorted from time to time with such invoices being payable within 30 days of the date of the invoice.

6.3 All Fees are exclusive of VAT which is chargeable in addition at the prevailing rate. VAT shall also be payable on expenses where applicable.

6.4 Invoicing & payment. Unless stated otherwise on the Order Form:

6.4.1 ATU Banks are pre-purchases; invoices may, at Sorted’s absolute discretion, be issued in twelve (12) monthly instalments for convenience, but usage is always drawn down from the pre-paid ATU Bank;
6.4.2 other recurring Fees (for example, Support Services or any non-ATU INSIGHTS access charge) are invoiced monthly in arrears; and
6.4.3 invoices are payable within the payment terms set out in the Order Form.

6.5 Indexation. From 1 April of each Contract Year, Sorted may increase the Fees (including, but not limited to, the rate-per-ATU, any Membership Fees, Support Fees and other recurring charges) by the 12-month UK Retail Prices Index (RPI, all items) to January of that Contract Year (or, if RPI is unavailable, a substantially equivalent index).

6.6 Non-payment. If any invoice remains unpaid after the due date Sorted may, in addition to any other rights in this Agreement:

6.6.1 charge interest at a rate of 8% per annum; and
6.6.2 suspend access to all or part of the Platforms and/or Services without liability or notice if any amount due to it from the Customer is more than seven days overdue and may maintain such suspension until all outstanding sums due to Sorted from the Customer have been paid. This does not affect the liability of the Customer to pay for the Subscription and the other Services during any period of suspension.

6.7 The Customer agrees to carefully check any invoice received and to raise any dispute regarding its content within 21 days of the invoice date, such notice to confirm the amount disputed and the reason(s) for the dispute. Invoices will be deemed to have been properly submitted and due for payment where they have not been disputed within 21 days of the invoice date.

6.8 Notwithstanding the fact that a dispute may have been raised in accordance with Clause 6.7, the Customer shall pay to Sorted any undisputed amount(s) as these undisputed amounts become due. The parties shall in good faith attempt to resolve the dispute as to the unpaid amount and, where it is agreed (or ordered by a court) that a further amount is payable, the Customer shall immediately pay this to Sorted.

6.9 All amounts due under any Contract shall be paid by the Customer to Sorted in full without any set-off, counterclaim, deduction or withholding.

7. ATU governance & ATU Tariff Catalogue
7.1 ATU assignments per action are defined in a versioned ATU Tariff Catalogue. Sorted may update the Tariff Catalogue no more than quarterly, with at least thirty (30) days’ notice for existing actions (security or abuse exceptions may apply).

7.2 Changes to the ATU Tariff Catalogue do not increase ATU charges mid-term for actions consumed from an existing ATU Bank within the current ATU Bank Period. Catalogue changes take effect only at the next ATU Bank Period (for example, at ATU Bank Period renewal or upgrade, or for bolt-ons / boosts purchased after the change).

7.3 Sorted will:
7.3.1 maintain metering for ATU consumption as described in the Commercial Schedule (ATU);
7.3.2 provide usage exports and summaries as set out in that schedule; and
7.3.3 permit metering-only audit on the basis described in that schedule.

7.4 ATUs recorded in respect of Sorted-attributable failures (for example platform faults, outage windows or mis-metering) will be auto-credited in accordance with the Commercial Schedule (ATU).

8. Security & compliance

8.1 Security. Sorted will maintain administrative, technical and physical safeguards appropriate to the Services provided, as described in Security Statement or attestation provided to the Customer.

8.2 Security questionnaires. Standard security and compliance information is available on request. Additional or bespoke security questionnaires, workshops or customer-specific security artefacts may be provided and will be chargeable in line with the Professional Services Rate Card or a separate Statement of Work.

8.3 Carrier dependencies. Certain functions of the Platforms (including labels, manifests and tracking events) depend on Carrier systems and data. Sorted is not responsible for the systems, networks or performance of Carriers, nor for any failure by a Carrier to provide complete, timely or accurate data.

8.4 Analytics and machine learning. Sorted may use shipment, tracking and usage telemetry data to deliver predictions, Estimated Times of Arrival (“ETAs”), alerts and analytics, and to improve models, features and performance across its customer base, using aggregated and/or pseudonymised data where appropriate.

9. Service levels & support
9.1 SLA & Support. Availability targets and support service level objectives are set out in the SLA & Support Schedule. Remedies for failure to meet those service levels are as described in that Schedule and in these Terms, including the chronic failure safeguards set out below. Service levels are non-financial in nature; there is no entitlement to monetary or ATU-based service credits.

9.2 Support Packages. The Customer selects a fixed-fee Support Package tier on the Order Form. The inclusions, coverage hours and any add-ons for each tier are described in the SLA & Support Schedule.

10. Term, suspension & termination

10.1 The Agreement begins on the date of the latter signature of the Order Form and all obligations under the Subscription Contract, including the obligation to pay any Fees, shall commence with effect from this date, save that:

10.1.1 the right to use the Platform shall commence on the Subscription Start Date; and
10.1.2 the Support Services shall commence on the Support Start Date.

10.2 The Initial Term and any ATU Bank Periods are as stated in the Order Form.

10.3 Unless otherwise agreed, after the Initial Term the Agreement continues until terminated on at least twelve months’ written notice, such notice not to expire before the end of the Initial Term or the then-current ATU Bank Period.

10.4 Sorted shall be entitled to suspend access to the Platforms (or any part thereof) for any or all Users without liability to the Customer immediately and without notice or to take such action as it may in its discretion think appropriate if it reasonably believes:

10.4.1 not doing so may prejudice the security, integrity or operability of the Platforms or part thereof, cause harm to another client or other third party or give rise to a claim against Sorted;
10.4.2 the Customer or its Users have transmitted, uploaded or downloaded any content which contravenes the restrictions set out in the Acceptable Use Policy; or
10.4.3 the Customer is otherwise in breach of any terms of a Contract and fails to promptly remedy that breach on receipt of a written notice from Sorted requiring it to do so,

provided that promptly following such suspension Sorted shall notify the Customer of the suspension, the reason for the suspension and what steps the Customer can take so that the suspension can be brought to an end.

10.5 Sorted may terminate this Agreement immediately on written notice if the Customer:

10.5.1 commits an irremediable breach of any of the terms of a Contract, persistently commits remediable breaches or commits any remediable breach and fails to remedy it within 30 days of receipt of notice of the breach requiring remedy of the same;
10.5.2 fails to pay any amount due to Sorted as it falls due (under any Contract);
10.5.3 experiences a change of control (within the meaning of section 1124 of the Corporation Tax Act 2010); or
10.5.4 makes an arrangement with or enters into a compromise with its creditors, becomes the subject of a voluntary arrangement, receivership, administration, liquidation or winding up, is unable to pay its debts or otherwise becomes insolvent or suffers or is the subject of any distraint, execution, event of insolvency or event of bankruptcy or any other similar process or event, whether in the United Kingdom or elsewhere.

10.6 Sorted shall also be entitled to terminate this Agreement immediately if it reasonably apprehends that any of the events specified in clause 10.5.4 is about to occur in relation to the other and notifies the Customer accordingly.

10.7 For clarity, the following clauses also allow for the termination of this Agreement in certain circumstances:

10.7.1 clause 14.5 (Customer’s right to terminate for Sorted’s failure to remedy a material failure of the Services); and
10.7.2 clause 11.8.4 (Sorted’s right to terminate on claim or potential claim for infringement of Intellectual Property Rights).

10.8 In the event of termination of this Agreement for any reason:

10.8.1 save where these terms expressly provide otherwise, any Fees already paid shall be non-refundable;
10.8.2 any amounts invoiced under the terminated Agreement as at the date of termination shall become immediately due and payable;
10.8.3 Sorted may invoice for any Services provided up until the date of termination and any expenses incurred, and those invoices shall be immediately due and payable; and
10.8.4 the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

10.9 Where a Subscription Contract or this Agreement is terminated for any reason:

10.9.1 All Professional Services Contracts shall automatically terminate, unless otherwise agreed;
10.9.2 the right to access Developments shall immediately cease (and all Contracts for those Developments shall immediately terminate) and no further use may be made of the Developments;
10.9.3 the Customer’s (and all Users’) access to the Platforms shall be withdrawn by Sorted and the Customer shall not (and shall ensure that the Users do not) make any further attempt to access the Platforms; and
10.9.4 Sorted shall, subject to the prior payment of its reasonable Fees for doing so, provide the Customer Content to the Customer in such standard format as Sorted may elect.

10.10 The termination of this Agreement shall not affect the continuation of any terms which are expressly or implicitly intended to survive termination, including clauses 1, 10, 11, 12, 17, 15, 19, 20, or the continuation of any other Contract (except where clauses 10.9.1 or 10.9.2 apply).

10.11 Notwithstanding the termination provisions above, where the chronic failure thresholds in the SLA & Support Schedule are met and Sorted fails to deliver and maintain the agreed remediation, the Customer may terminate the affected Services without early termination fees. Treatment of any unused pre-paid ATUs will be as set out in the Commercial Schedule (ATU).

11. Intellectual property

11.1 All rights, title and interest (including Intellectual Property Rights) in the Platforms shall (as between Sorted and the Customer) belong to Sorted, and nothing in a Contract shall operate to transfer any such rights to the Customer.

11.2 All rights, title and interest (including Intellectual Property Rights) in Developments shall belong to Sorted, whether the Developments were pre-existing or were developed as part of the Services.

11.3 Subject to Clause 11.4, the Customer acknowledges that to the extent it acquires any rights in the Platforms or any Developments it hereby assigns such rights absolutely (by way of present assignment of future rights) to Sorted. To the extent that this Clause 11.3 does not operate to automatically assign such rights, or to the extent that Sorted requests a confirmatory assignment of such rights, the Customer shall execute on demand all such documentation as Sorted may reasonably request to give effect to and document this assignment. Where applicable the Customer shall be entitled to use such parts of the Platforms or the Developments in accordance with its Subscription.

11.4 The Customer shall retain all rights in the Customer Branding and Customer Content. The Customer grants Sorted a non-exclusive royalty free licence to use such Customer Branding and Customer Content for the purposes of providing the Services and, in the case of the Customer Branding, in publicity material.

11.5 Sorted will indemnify the Customer against any losses, damages, claims, costs and expenses suffered or incurred by or awarded against the Customer as a result of any claim (a “Claim”) that use of the Platforms, the Documentation and/or any Developments in accordance with the relevant Contract, and/or receipt of any of the Services, infringes any Intellectual Property Rights subsisting in the United Kingdom and belonging to a third party.

11.6 To obtain the benefit of the indemnity set out in Clause 11.5:

11.6.1 the Customer must immediately notify Sorted if it receives notice of any Claim or has reason to suspect that a Claim may be brought;
11.6.2 following such notice the Customer must allow Sorted to take full conduct of such Claim, including any negotiations and including the right to settle the Claim on such terms as Sorted sees fit and shall, at Sorted’s reasonable expense, provide all such co-operation as Sorted may request; and
11.6.3 the Customer must not make any admission, concession or other statement regarding the Claim to any party, other than to acknowledge receipt of documentation and to confirm (where applicable) that Sorted has conduct of the Claim.

11.7 The Customer shall not be entitled to rely on the indemnity set out at Clause 11.5 where the Claim arose (wholly or partially) as a result of the Customer or any other User using the Platforms, the Documentation, the Developments, and/or the Services (as applicable) (a) in a way other than permitted by a Contract, (b) in a manner that they knew or suspected may give rise to a Claim or (c) in a negligent manner, or where the Claim arose out of or in connection with any content that the Customer asked Sorted to include within Developments.

11.8 Without prejudice to the indemnity set out at Clause 11.5, where Sorted becomes aware of any claim or potential claim that either of the Platforms, the Documentation or any Developments and/or receipt of any Services infringes any Intellectual Property Rights of any third party, whether or not this constitutes or may constitute a Claim, Sorted may at its option:

11.8.1 suspend access to the affected Platform (or the relevant part), withdraw the Documentation or the Developments (or the affected part) and/or suspend the other Services (or the affected parts);
11.8.2 modify the affected Platform, the Documentation, the Developments and/or the other Services to remedy the infringement;
11.8.3 obtain (at its own cost) the right for the Customer to continue using the affected Platform, the Documentation, the Developments and/or the other Services; and/or
11.8.4 terminate the Customer’s Subscription Contract and/or any affected Professional Services Contract.

11.9 Where access to a Platform or any Developments, or the provision of the other Services, is suspended or terminated pursuant to Clause 11.8, Sorted shall make a pro rata refund to the Customer calculated by Sorted (acting reasonably) based on the proportion of the Platform, the Developments or other Services (as applicable) not received and the affected period.

11.10 The provisions of this Clause 11 constitute the Customer’s sole and exclusive remedy for any loss, damage, cost or expense caused by a claim falling within the scope of clause 11.5 and/or 11.7.

12. Data protection

12.1 Each party agrees that, in the performance of its respective obligations under a Contract, it shall comply with the provisions of the General Data Protection Regulation (“GDPR”), together with the Data Protection Act 2018 and any other law applicable to the protection of personal data in effect from time to time (together, “Data Protection Legislation”), in each case to the extent it applies to each of them. Where used in this Clause 12, the expressions “process”, “personal data”, “controller”, “processor” and “data subject” shall bear their meanings given in Data Protection Legislation.

12.2 In undertaking its obligations pursuant to a Contract, it is anticipated that Sorted will process personal data relating to Customer’s customers, including their names and addresses, and to the Customer’s employees, including names, usernames and activities carried out whilst using the Platforms. Where Sorted processes any personal data on the Customer’s behalf pursuant to a Contract (Customer Personal Data) the Customer shall be the controller and Sorted shall be the processor.

12.3 Sorted shall process the Customer Personal Data only:

12.3.1 for the purposes of performing the Services and otherwise undertaking its obligations and exercising its rights under a Contract;
12.3.2 in accordance with the terms of the Contract and the Customer’s instructions (provided that such instructions are within the scope of Sorted’s obligations under the Contract) unless otherwise required by law or any regulatory body (in which case Sorted shall, where permitted, inform the Customer of that legal requirement before processing); and
12.3.3 during the term of the Contract (and following termination to the extent required to perform any post termination obligations).

12.4 Sorted shall ensure that any processing of Customer Personal Data is undertaken only by persons authorised to process the Customer Personal Data who are subject to a duty of confidentiality in respect of any such Customer Personal Data to which they may have access.

12.5 The Customer warrants that:

12.5.1 all Customer Personal Data provided by or on behalf of the Customer shall have been lawfully obtained and retained by Customer (or its nominated third party);
12.5.2 the Customer is lawfully entitled to provide, procure the provision of or authorise Sorted to obtain (as the case may be) the Customer Personal Data for the purposes envisaged by the Contract; and
12.5.3 any processing of the Customer Personal Data by Sorted in accordance with Clause 12.3 shall not contravene any Data Protection Legislation or infringe the rights of the data subject or any third party, and the Customer shall indemnify, keep indemnified and hold Sorted harmless against all claims, demands, penalties, fines, actions, costs, expenses, losses and damages suffered or incurred by or awarded against Sorted arising from or in connection with any breach by the Customer of this Clause 12.5 or otherwise from Sorted processing the Customer Personal Data in accordance with Clause 12.3.

12.6 Sorted warrants that it shall:

12.6.1 implement such security measures as required to enable the Customer Personal Data to be processed in compliance with the obligations imposed on Sorted by article 32 of the GDPR;
12.6.2 notify the Customer without undue delay on becoming aware of a personal data breach and cooperate with the Customer to resolve such issue; and
12.6.3 at the Customer’s expense, provide such assistance as the Customer may reasonably require to assist it to comply with its obligations to keep the Customer Personal Data secure, allow it to inform a regulatory authority or data subject of a personal data breach, conduct a data protection impact assessment, consult with a regulatory authority regarding the processing of the Customer Personal Data and/or respond to requests made by data subjects pursuant to Data Protection Legislation.

12.7 The Customer authorises Sorted to appoint sub-processors from time to time provided that Sorted shall notify the Customer of any intended changes concerning the addition or replacement of other sub-processors and shall impose upon any sub-processor (and procure any sub-processor’s compliance with) the terms of this Clause 12 as if the processing being carried out by the sub-processor was being carried out by Sorted (and Sorted shall be liable for the acts and omissions of such sub-processors as if they were Sorted’s own acts and omissions).

12.8 If the Customer is based in the UK or EEA (the Europe Region), Sorted shall not, and shall ensure that its sub-contractors shall not, transfer the Customer Personal Data outside of the Europe Region under any circumstances, save:

12.8.1 where authorised in writing to do so by the Customer;
12.8.2 where such transfer is permitted by applicable Data Protection Legislation (for example where such transfer is to an approved third country or is made pursuant to the standard contractual clauses); or
12.8.3 to a Carrier where the Customer has made a request for Carrier Services.

12.9 Sorted reserves the right to use Customer Content for the purposes of providing support and improving the product and client experience. Sorted may also use anonymised samples of data extracted from the Customer Content for analysis and review purposes and may use such samples as it sees fit.

12.10 The Customer acknowledges that Sorted has no control over (or responsibility for) any processing activities carried out by Carriers involving the Customer Personal Data.

12.11 From time to time during the term of the Contract Sorted shall (upon written request):

12.11.1 provide details in writing of its data processing activities in respect of Customer Personal Data; and
12.11.2 on reasonable notice allow the Customer to audit its compliance with these terms (subject to any reasonable requirements or restrictions that Sorted may impose to safeguard the personal data it holds on behalf of other clients and/or avoid unreasonable disruption to Sorted’s business).

12.12 On termination of the Contract Sorted shall return or delete all Customer Personal Data (and delete any copies, save to the extent retention is required by law).

13. Warranties & disclaimers

13.1 Sorted warrants that the Platforms and related Services will be provided with reasonable skill and care and will materially conform to the applicable Documentation. Sorted will use reasonable endeavours to ensure that the Platform is available for the use of all Users in accordance with the service levels set out in the SLA & Support Schedule.

13.2 Sorted cannot warrant that the Platforms will be entirely error free. However, Sorted shall use its reasonable endeavours to remedy any material error reported by the Customer as soon as reasonably and commercially practicable following such report. In the event that the Customer does experience issues with either of the Platforms it shall utilise the Support Services in accordance with the relevant Contract, and the Customer agrees that the use of the Support Services shall be its sole and exclusive remedy for any problems or deficiencies with the Platforms.

13.3 There are various methods by which Users can interact with the Platforms, as more fully described in the Documentation. If a User wishes to access the Platforms via the web portal it will need to access it via a Compatible Browser. Sorted gives no warranty or guarantee as to the accessibility or functionality of the Platforms when accessed other than via a Compatible Browser.

13.4 In respect of all other Services (including the Support Services and any Professional Services), Sorted warrants that such Services will be provided with reasonable skill and care. If the Customer is dissatisfied with such Services then the Customer agrees to follow any procedure and rely upon any remedies agreed in respect of those particular Services (as set out in the Order Form, Statement of Work and/or SLA & Support Schedule as applicable). Where no such procedures or remedies are provided in respect of the affected Services, or the Customer is unable to resolve the issue by following those procedures, the Customer should follow the remedy procedure set out in Clause 14.

13.5 Except as expressly stated in the Agreement, the Platforms and services are provided “as is” and all implied terms, conditions and warranties (including as to satisfactory quality, fitness for purpose and non-infringement) are excluded to the fullest extent permitted by law.

13.6 The Customer at all times during the term of the Agreement warrants and represents that:

13.6.1 it understands and accepts that predictions, ETAs and insights generated by the Platforms are probabilistic and may not always be accurate;
13.6.2 any and all information and documentation provided by it in relation to any Services procured under a Contract is true, complete and accurate.
13.6.3 it understands and accepts that Sorted does not provide legal, regulatory or tax advice; and
13.6.4 it understands and accepts that Sorted is not responsible for Carrier performance or for the Customer’s own contractual commitments to its buyers.

14. Remedies

14.1 If the Customer considers that any of the Services have not been provided materially in accordance with a Contract then the Customer shall serve a “Remedy Notice”, setting out full details of the affected Services and the alleged non-compliance.

14.2 A material failure of the Support Services entitling the Customer to serve a Remedy Notice shall be deemed to have occurred if Sorted fails during any calendar month to resolve more than one critical (severity 1) issue within the applicable target resolution time.

14.3 The Customer agrees that it will serve any Remedy Notice within 30 days of (a) in the case of Support Services, the end of the relevant calendar month or (b) in any other case, the date that the affected Services were provided (or should have been provided).

14.4 Following receipt of a notice in accordance with Clause 14.1 Sorted shall, acting reasonably:

14.4.1 conduct a full review of the issues raised by the Customer and report to the Customer as soon as reasonably practicable, including details of any failure it has identified and the causes of such failure;
14.4.2 if any failure is identified as a result of Sorted’s review, prepare a “Remediation Plan” which shall set out the steps that it will take to rectify the failure, a reasonable timescale for the completion of such steps and details of any assistance or resources reasonably required from the Customer to complete the Remediation Plan; and
14.4.3 Sorted shall provide regular updates to the Customer regarding its progress with the Remediation Plan and shall confirm in writing to the Customer once the Remediation Plan has been fully implemented.

14.5 If Sorted fails to remedy a material failure within 60 days of receipt of a Remedy Notice (other than where this is as a result of the Customer failing to provide the assistance and/or resources that it is required to provide pursuant to the Remediation Plan) then the Customer may terminate the affected Contract on written notice to Sorted and receive a pro rata refund of any pre-paid Fees relating to the unexpired part of the Contract.

14.6 This Clause 14 sets out the Customer’s sole and exclusive remedy for any non-compliance in the provision of the Services.

15. Liability

15.1 The Customer shall indemnify and hold Sorted harmless from and against all costs, claims, damages, liabilities, loss and demands relating to or arising from or in connection with:

15.1.1 any breach by a User of the Acceptable Use Policy;
15.1.2 any claim brought against Sorted by a Carrier arising as a result of or in connection with the Customer’s acts or omissions; and/or
15.1.3 any criminal or civil legal action brought against Sorted as a result of storage or transmission of information or material using the Platforms or otherwise as a result of the use of the Platforms, the Developments or the Documentation or the receipt of the other Services by the Customer or any User other than in accordance with the Documentation and as permitted by the Contract.

15.2 The Customer accepts responsibility for, and shall be liable for, the acts and omissions of each of its Authorised Affiliates, its Users and any other party accessing the Platforms using any User’s access credentials (whether or not with the Customer’s permission), in each case as if such acts or omissions were the acts or omissions of the Customer.

15.3 The express terms set out in the Contracts are in lieu of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are hereby excluded to the fullest extent permitted.

15.4 Save as provided by Clause 15.6 below:

15.4.1 each party’s total aggregate liability in respect of all causes of action arising out of or in connection with a Contract (whether for breach of contract, strict liability, tort (including negligence), misrepresentation or otherwise) shall not in any Contract Year exceed the total Fees paid or payable under that Contract during the preceding Contract Year (save that in respect of any causes of action arising in the first Contract Year, the limit shall be the total Fees paid or payable during the first Contract Year);
15.4.2 for the purposes of Clause 15.4.1, any causes of action arising after the date of termination of a Contract shall be deemed to have occurred immediately prior to the termination of that Contract; and
15.4.3 neither party shall be liable for any claim arising out of or in connection with a Contract to the extent that it relates to loss of profits, goodwill, business opportunity or anticipated savings, loss of data, injury to reputation, loss or corruption of data (to the extent not covered by Sorted’s obligations under the DPP), wasted management time or indirect, consequential or special loss or damage regardless of the form of action (whether for breach of contract, strict liability, tort (including negligence), misrepresentation or otherwise) and regardless of whether it knew or had reason to know of the possibility of that loss or damage.

15.5 The Customer acknowledges it is aware that these Subscription Terms provide for the exclusion and limitation of certain liabilities of Sorted and that the Fees have been calculated accordingly.

15.6 Nothing in a Contract shall limit or exclude either party’s liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, and/or for any other loss or damage the exclusion or limitation of which is prohibited by English law, or Customer’s liability to pay the Fees.

16. Product module-specific terms

16.1 Sorted.SHIP
a. Relationship with Carriers. Orders for Carrier services placed via Sorted.SHIP create a direct contract between the Customer and the applicable Carrier, on that Carrier’s terms. Sorted is not a Carrier and is not a party to, or responsible for, the performance of Carrier services.
b. Authority. The Customer authorises Sorted to transmit shipping requests and related data to Carriers on the Customer’s behalf and to take such steps as are reasonably necessary to procure Carrier services.
c. Carrier selection & availability. The list of configured Carriers and services is maintained in the Platform configuration. Carriers may be added or removed by agreement (and may require Professional Services). Carriers may decline shipments or change their services; Sorted does not guarantee that any Carrier service will be available at any given time.
d. Shipping locations. The Customer shall only use Sorted.SHIP in respect of shipments despatched from agreed shipping locations / fulfilment centres as recorded in the configuration.
e. Disputes with Carriers. Any billing queries, performance issues or disputes in relation to Carrier services are between the Customer and the relevant Carrier. Sorted is not obliged to become involved, but where it does so at the Customer’s request, it may charge for its time at the then-current Professional Services rates.

16.2 Sorted.TRACK
a. Tracking data. Sorted.TRACK relies on tracking data supplied by Carriers and/or by the Customer. Sorted is not responsible for incomplete, delayed or inaccurate events originating from Carriers.
b. Predictions. Where Sorted.TRACK provides predictions (for example likely delivery dates or “at risk” flags), the Customer acknowledges these are probabilistic. The Customer remains responsible for any decisions based on such predictions.
c. Customer communications. The Customer is responsible for the content of all notifications, branding and messaging sent to its end-customers via Sorted.TRACK and for ensuring such communications comply with applicable laws (including consumer, marketing and privacy laws).

16.3 Sorted.INSIGHTS
a. Scope. Sorted.INSIGHTS provides dashboards, metrics and reports based on data processed through the Platforms (and any agreed backfill). Unless expressly agreed otherwise, INSIGHTS uses Sorted’s standard templates and data model and does not include bespoke dashboards or custom exports.
b. Use of insights. The Customer is solely responsible for how it interprets and uses insights and outputs (including any decisions taken). Sorted does not warrant that any particular outcome will be achieved by relying on INSIGHTS.
c. Backfill. Optional historical backfill, if selected, will consume ATUs from the pre-purchased Bank (or incur £ access charges) as described in the Commercial Schedule (ATU).
d. Service levels. INSIGHTS-only issues are governed by the INSIGHTS-specific provisions in the SLA & Support Schedule. INSIGHTS-only issues, including INSIGHTS Critical incidents, do not qualify as Severity 1 incidents for the purposes of out-of-hours response.

17. Confidentiality

17.1 Each party undertakes that it shall keep the other party’s confidential information confidential and shall not at any time:

17.1.1 use such information for any purpose other than to exercise its rights and perform its obligations under a Contract (or such other purposes as the other party may expressly authorise in writing from time to time); or
17.1.2 disclose such information to any third party, except as otherwise permitted by these terms or with the other party’s prior written consent.

17.2 For the purposes of these terms, a party’s confidential information is any know-how, trade secret, documentation or information (whether commercial, financial, technical, operational or otherwise) relating to its and its Group’s business, affairs, operations, processes, intentions, customers or suppliers and which is either marked as “confidential” or which the other party was or ought reasonably to be aware was of a confidential nature, save that this Clause 17 shall not apply to any information that the receiving party can demonstrate:

17.2.1 is in the public domain in substantially the same combination as that in which it was disclosed to the receiving party other than as a result of a breach of a Contract or any other obligations of confidentiality;
17.2.2 is or was lawfully received from a third party not under an obligation of confidentiality with respect to it; or
17.2.3 was developed independently of and without reference to confidential information disclosed by the other party.

17.3 A party may disclose the other’s confidential information where and to the extent it is required to do so under operation of law, by court order or by any regulatory body of competent jurisdiction provided that, except where legally prohibited from doing so, it must:

17.3.1 provide the other with at least ten (10) days’ written notice of its intention to make the disclosure, such notice specifying the confidential information concerned and the nature of the disclosure obligation; and
17.3.2 take into account the reasonable requests of the other party in relation to the content, nature and form of the disclosure.

17.4 Each party shall be entitled to divulge the other party’s confidential information as follows:

17.4.1 to its employees, agents, directors, officers, authorised sub-contractors, professional advisors and consultants who have a need to know the same in connection with a Contract; and
17.4.2 in the case of the Customer, to its Authorised Affiliates and Users, provided that the receiving party shall ensure that such persons are aware of, and shall procure that such persons comply with, these obligations as to confidentiality.

17.5 Sorted reserves the right to use usage and performance metrics for its own internal analysis purposes and in case studies and other publicity material promoting the Platform(s). Improvements may be attributed to named clients but in this case Sorted will publish only relative measures of improvement (improvements in percentage terms), not absolute figures (start and end figures).

18. Force majeure

18.1 Sorted shall not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under a Contract that is caused by events outside its reasonable control (a “Force Majeure Event”).

18.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond Sorted’s reasonable control and includes in particular (without limitation), civil commotion, terrorist attack or threat of terrorist attack, war, threat or preparation for war, fire, malicious damage, epidemic or pandemic, storm, flood, drought, or other natural disaster or adverse weather conditions, strikes, lock-outs, other industrial action or other shortage of available staff, impossibility of the use of public or private telecommunications networks, or interruption or failure of utility service, malicious activity against Sorted’s computer systems such as unauthorised access, computer virus or denial of service attack, other illegal or unlawful actions of third parties, acts or omissions of other clients and/or their users or non-performance by suppliers, subcontractors or agents and the acts, decrees, legislation, regulations, policy or restrictions of any government or public authority.

18.3 Where the Force Majeure Event affects the Platforms or the Developments the Customer accepts that access to the Platforms or the Developments (as applicable) may be unavailable or restricted during the continuance of the Force Majeure Event. Where the Force Majeure Event affects other Services, the Customer’s right to receive such Services is suspended for the period that the Force Majeure Event continues, and Sorted shall have an extension of time for performance for the duration of that period. Each party shall use its reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which its obligations under a Contract may be performed despite the Force Majeure Event.

19. Non-solicitation

19.1 Except with the prior written consent of the other party, during the term of a Contract and for a period of six (6) months thereafter neither party will knowingly directly or indirectly employ or engage or make an offer of employment or engagement to any person employed or engaged by the other in relation to that Contract, save as a result of a bona fide general recruitment campaign or advertisement.

19.2 If a party breaches Clause 19.1 it shall pay to the other the greater of:

19.2.1 the relevant individual’s gross annual salary inclusive of all benefits at the time of their resignation or departure; and
19.2.2 the equivalent of the relevant individual’s new annual salary or fee inclusive of all benefits,

such sum being deemed by both parties to be fair compensation for the loss suffered as a result of breach.

20. General

20.1 Change Control. Material changes to the Services or the Agreement will follow the Change Control process agreed by the parties. Sorted will not be required to enter into any Change Control process with any party and will require additional Fees to be paid in line with its Professional Services Rate Card, unless agreed otherwise.

20.2 Assignment. Neither party may assign or transfer its rights or obligations under the Agreement without the other party’s prior written consent (not to be unreasonably withheld or delayed), save that either party may assign to an Affiliate or as part of a bona fide corporate reorganisation.

20.3 Sub-contracting. Sorted may use sub-contractors to deliver the Services but remains responsible for their acts and omissions.

20.4 Notices. Notices under the Agreement shall be sent to the contacts specified in the Order Form and will be deemed received in accordance with the method and timing provisions stated there. This Clause 20.4 does not apply to the service of legal proceedings or other documents in any legal action.

20.5 Entire agreement. The Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes any prior agreements, promises, assurances, warranties, representations and understandings.

20.6 Third-party rights. A person who is not a party to the Agreement has no rights to enforce any of its terms.

20.7 Governing law & jurisdiction. The Agreement and any non-contractual obligations arising out of or in connection with it are governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.

20.8 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in a Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in a Contract.

20.9 The failure or delay of either party to enforce or to exercise, at any time or for any period of time, any term of or any right, power or privilege arising pursuant to a Contract does not constitute and shall not be construed as a waiver of such term or right, remedy, power or privilege and shall in no way affect either party’s right later to enforce or exercise it, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any further exercise of the same or the exercise of any other remedy, right, power or privilege.

20.10 The invalidity or unenforceability of any provision of or any part of a provision of or any right arising pursuant to a Contract shall not in any way affect the remaining provisions or rights, which shall be construed as if such invalid or unenforceable part did not exist.

20.11 The Customer may not assign, transfer, sub-contract or otherwise part with a Contract or any right or obligation under it without Sorted’s prior written consent.

20.12 An Order Form or Statement of Work may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement. No counterpart shall be effective until each party has executed at least one counterpart.

20.13 Nothing in a Contract shall confer any rights upon any person who is not a party to the Contract to bring a claim against Sorted, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise. Any claims arising out of or in connection with the receipt of the Services by any Authorised Affiliate or User shall be brought only by the Customer.

20.14 Each Contract (including any associated non-contractual disputes or claims) is governed by English law and the parties hereby accept the exclusive jurisdiction of the English courts in relation to any dispute arising under or in connection with a Contract.

SLA & Support Schedule

This Schedule sets out the service level objectives and support arrangements for the Platforms under the ATU model. It aligns with the Order Form, the Subscription Terms and the Commercial Schedule (ATU).

Service levels provide targets and measurement only. Issues are handled through investigation, Root Cause Analysis (RCA), corrective actions and chronic-failure safeguards as described below and in the Subscription Terms. Service credits are not provided.

1. Scope & relationship to the Agreement

1.1 This Schedule applies to the production use of the Platforms by the Customer during the Term and must be read together with the Subscription Terms and the Commercial Schedule (ATU).

1.2 Unless otherwise stated, capitalised terms have the meanings given in the Subscription Terms. In the event of conflict, the order of precedence is as stated in the Subscription Terms.

2. Availability & measurement

2.1 Availability target.
Sorted will use reasonable endeavours to make the production environment of the Platforms available at least 99.8% of each calendar month (the “Availability Target”).

2.2 Exclusions.
The Availability Target does not apply to unavailability caused by:

scheduled maintenance notified in advance;
emergency maintenance required to protect security or stability;
Force Majeure events;
Carrier-side outages or degradation;
failures or misconfigurations in the Customer’s systems, networks or integrations;
use of the Platforms in breach of the Agreement (including exceeding documented quotas or ignoring backoff / Retry-After guidance); or
non-production and planned migration windows notified in advance.

2.3 Measurement.
Availability is measured using Sorted’s monitoring tools (which may include independent third-party monitoring). If there is a discrepancy between the Customer’s measurements and Sorted’s, the third-party monitoring data will be authoritative.

3. Incident management

3.1 Severity levels

Incidents are categorised as follows (summary only – internal runbooks may further refine these):

Severity 1 (Critical – SHIP/TRACK only): Complete outage or severe degradation of a core transactional capability in Sorted.SHIP or Sorted.TRACK (for example no labels, no allocation or no tracking event ingestion) materially affecting production traffic. INSIGHTS-only issues are excluded from Severity 1.
Severity 2 (High): Significant impact to a core capability with a workaround available, or serious degradation affecting a subset of Customers, brands or locations (including INSIGHTS Critical incidents, as defined below, during support hours).
Severity 3 (Medium): Partial loss of non-core functionality or issues with limited operational impact (for example, specific feature issues, non-critical delays or degradation).
Severity 4 (Low): Minor defects, cosmetic issues or general questions.

3.2 INSIGHTS-only incidents

INSIGHTS-only incidents are issues that affect only Sorted.INSIGHTS (for example failure of one or more dashboards or reports, delays in data refresh, or inability to access the INSIGHTS UI) and do not impact core transactional flows in Sorted.SHIP or Sorted.TRACK.

INSIGHTS Critical incidents are INSIGHTS-only incidents that have a material impact on the Customer’s ability to monitor or analyse operational performance (for example complete unavailability of the INSIGHTS service or corruption of key standard dashboards).

INSIGHTS-only issues, including INSIGHTS Critical incidents, do not qualify as Severity 1 incidents for the purposes of out-of-hours response.

During the Customer’s Support Package hours, INSIGHTS Critical incidents will be treated as the highest priority within Sorted’s data engineering and SRE teams, with response and restoration objectives equivalent to Severity 1; outside those hours, INSIGHTS Critical incidents are queued for action at the start of the next Support Package window.

3.3 Response & communication targets

Sorted will aim to meet the following response and communication objectives during the applicable Support hours for the Customer’s Support tier:

Severity	Description (summary)	Initial response	Progress updates	Work-in-progress target*
Sev-1	Critical SHIP/TRACK outage	15 minutes	Every 30 minutes	Continuous effort until service restored or workaround
Sev-2 (incl. INSIGHTS Critical)	High impact / INSIGHTS Critical	1 hour	Every 1 hour	Recovery plan agreed by next Business Day
Sev-3	Partial / feature issue	4 Business Hours	Daily	As per agreed remediation / release plan
Sev-4	Minor issues / queries	1 Business Day	As agreed	As per agreed remediation / release plan

*These are objectives, not guarantees; actual resolution times depend on the nature of the issue.

3.4 Customer responsibilities
When raising an incident, the Customer will provide reasonable detail (including timeframes, example consignments, API correlation IDs, screenshots and logs) required by Sorted to allow it to diagnose and resolve the issue.

4. Remedies, escalation & chronic failure

4.1 RCA & corrective actions.
For Severity 1 and Severity 2 incidents, Sorted will provide a written RCA and corrective / preventive action plan within 5 Business Days of resolution.

4.2 Service review.
At the Customer’s reasonable request, Sorted will attend a service review within 10 Business Days of a Severity 1 or Severity 2 incident (or of the Customer’s written request) to discuss the RCA and remediation plan.

4.3 Chronic failure.
If, in any rolling three (3) month period:

there are two (2) or more Severity 1 incidents attributable to Sorted; or
monthly availability falls below 99.5% in two (2) months,

then the Customer may issue a Remedy Notice (as defined in the Subscription Terms). The parties will agree a Corrective Action Plan (“CAP”) and timescales. Persistent failure to implement or maintain the CAP within 60 days may constitute a material breach, giving the Customer the right to terminate the affected Services as set out in the Subscription Terms.

4.4 Sole remedies; no service credits.
The remedies set out in this Schedule (including RCAs, CAPs and chronic-failure rights) are the Customer’s sole and exclusive remedies for failure to meet the service levels in this Schedule. No service credits shall be given under any circumstances.

5. Maintenance

5.1 Planned maintenance.
Sorted may carry out planned maintenance from time to time. Where reasonably practicable, Sorted will:

schedule such maintenance outside typical business-critical hours; and
provide advance notice via the portal, status page and/or email.

5.2 Emergency maintenance.
Sorted may carry out emergency maintenance without prior notice where necessary to address security or stability risks. Such work may temporarily affect availability.

6. Support Packages (fixed-fee)

6.1 Support tiers.
The Customer’s Support tier (for example Standard, Premium or Enterprise) is set out in the Order Form. Each tier defines:

supported channels (for example portal, email, phone);
coverage hours (for example UK Business Hours, Extended Hours, 24×7 for Severity 1); and
any additional inclusions (for example named Service Manager, enhanced reporting, regular service reviews).

6.2 Scope of Support.
Support covers:

incident management and fault resolution for the Platforms;
clarification of existing Documentation; and
reasonable assistance with standard configuration options.

6.3 Out of scope.
The following are outside the standard Support scope and may be chargeable as Professional Services or per the Professional Services Rate Card:

non-standard integrations or customer-specific extensions;
major configuration redesigns;
support for the Customer’s own systems, networks, Carriers or third-party tools;
large-scale data correction or backfills, unless caused by Sorted.

6.4 Support tickets & ATUs.
Support interactions and tickets do not consume ATUs from the ATU Bank. Platform usage (including any scripts, tests or replays initiated as part of the Customer’s own diagnostics) continues to consume ATUs from the ATU Bank under the ATU model in line with the ATU Tariff Catalogue.

7. Service requests, onboarding & enablement

7.1 Service requests.
Non-incident service requests (for example configuration changes, reporting support, advisory work) are planned and scheduled by mutual agreement between the parties.

7.2 Onboarding & enablement.
Standard enablement tasks for Sorted.SHIP and Sorted.TRACK are described in the Commercial Schedule (ATU) (Product Enablement & Setup). Where additional effort is required (for example complex migrations, bespoke work or non-standard integrations), activities will be scoped via Change Control or in line with the Professional Services Rate Card.

8. Security, compliance & questionnaires

8.1 Baseline assurances.
Sorted will maintain security and compliance controls appropriate to the Services, as further described in the DPP & Security Statement.

8.2 Security incidents.
Security incidents will be handled in line with the incident response provisions in the DPP & Security Statement, including notification obligations where applicable.

8.3 Questionnaires & audits.
Standard security and compliance information is available on request. Additional or bespoke security questionnaires, workshops and customer-specific assurance artefacts may be provided and will be chargeable in line with the Professional Services Rate Card or a separate Statement of Work.

9. Indexation of Support Fees

Support Fees are subject to indexation in accordance with the indexation provisions in the Commercial Schedule (ATU) and any cap or floor stated in the Order Form.

10. Definitions & precedence

10.1 Capitalised terms used in this Schedule have the meanings given in the Subscription Terms or the Commercial Schedule (ATU).

10.2 In the event of conflict between this Schedule and the Subscription Terms or the Commercial Schedule (ATU), the Subscription Terms and Commercial Schedule (ATU) shall take precedence in that order.

Commercial Schedule (ATU)

This Commercial Schedule sets out the commercial and technical mechanics of the ATU (Action Transaction Unit) model as applied to the Platforms.

1. Key definitions
In addition to terms defined elsewhere in the Agreement:

ATU (Action Transaction Unit) means a standardised unit of system activity used by Sorted to measure and allocate the computational and operational resources consumed by the Platforms (including but not limited to API calls, processing, storage and messaging relating to consignments and associated data).
ATU Bank means the pre-purchased pool of ATUs available to the Customer during the Bank Period, as set out in the Order Form.
Bank Period means the period during which a given ATU Bank is valid (for example twelve months from the ATU Commencement Date) as set out in the Order Form.
Effective £/ATU means the effective price per ATU for the relevant Bank, after any agreed discounts, as set out in the Order Form.
Tariff Catalogue means Sorted’s internal schedule that lists representative activities performed by the Platforms and the number of ATUs attributed to each such activity.
Tariff Version means the version identifier of the Tariff Catalogue applicable to a given ATU Bank.
Bolt-On means an additional bundle of ATUs purchased during a Bank Period, with its own size and pricing as described in this Schedule.
Boost means a temporary capacity increase for a defined window (for example 30 days), with its own size and pricing as described in this Schedule.
API Key means an access credential (key or client) issued by Sorted for a particular environment and scope (for example brand, site or business unit) for use by the Customer.
Dormant Carrier Service has the meaning given in section 14 of this Schedule.
Membership Fees means any recurring fees payable by the Customer for participation in a Sorted membership, programme or scheme (for example an OEM or marketplace membership), as specified in the Order Form.
Sorted.SHIP, Sorted.TRACK and Sorted.INSIGHTS have the meanings given in the Subscription Terms.

1A. Product modules & ATU coverage

1A.1 The ATU Bank covers usage across Sorted.SHIP, Sorted.TRACK and Sorted.INSIGHTS; no additional per-module licence fee is required, unless explicitly identified in the Order Form.

1A.2 Certain module-specific features may require configuration or enablement as described in the Product Enablement & Setup section of this Schedule.

1A.3 Access to Sorted.INSIGHTS may be priced as:

an ATU drawdown per month; or
a monthly Fee,

as set out in the Order Form and section 1B below.

1B. INSIGHTS service levels & pricing framework

1B.1 The following service levels are available for Sorted.INSIGHTS. The Customer’s chosen level (if any) and the applicable pricing will be specified in the Order Form. If no INSIGHTS level is selected, no INSIGHTS service is active.

Level	Composition (summary)
Essentials	Pre-built dashboards & KPIs; standard retention; manual exports; ATU usage dashboard
Advanced	Essentials plus cross-brand/site segmentation; scheduled exports; configurable alerts & thresholds
Enterprise	Advanced plus extended retention; extended workspaces/roles; additional governance / audit export options

1B.2 SLA linkage – INSIGHTS.

For all INSIGHTS levels, INSIGHTS-only issues are handled under the INSIGHTS Critical model in the SLA & Support Schedule: highest priority during UK Support Package hours, no out-of-hours Severity 1 response.
As service levels increase (Advanced, Enterprise), the primary difference is resilience by design (for example improved data refresh paths, more robust pipelines and governance), not an extension of Sev-1-style out-of-hours support to INSIGHTS.

1B.3 Pricing mechanics.

If ATU-priced, the monthly INSIGHTS service charge is deducted from the ATU Bank based on the ATUs/month figure for the chosen level.
If £-priced, the monthly INSIGHTS service charge is invoiced in £ alongside other Fees and does not consume ATUs.
Optional historical backfill is self-service and consumes ATUs (or incurs a separate charge) as described in the ATU Tariff Catalogue and/or Professional Services Rate Card.

2B. Membership service levels & pricing framework

2B.1 The following service levels are available for Membership packages. The Customer’s chosen level and the applicable pricing will be specified in the Order Form.

Plan	Launch	Scale	Accelerate
Target	Pilots, Startups	Growing SMBs	Enterprises, 3PLs
Carriers	<10	<100	>100
Locations	<10	<100	>100
Features	Webhook & UI	Reporting, QBRs	Strategic Support

2B.2 Pricing mechanics.

Membership service charge is invoiced in £ alongside other Fees and does not consume ATUs.

3. ATU Bank & consumption

3.1 The Customer receives an annual ATU Bank; ATUs are consumed by Platform actions as defined in the Tariff Catalogue.

3.2 If the ATU Bank is exhausted and:

the Customer has not activated a Safety Net Bolt-On in the Order Form; or
the Customer has reached the maximum pre-authorised Safety Net Bolt-Ons and no other top-up (Bolt-On / Boost / upgrade) is executed,

Sorted may suspend new billable actions; read-only access remains available.

3.3 Where the Customer has activated a Safety Net Bolt-On, exhaustion behaviour is as described in section 5 (Alerts, dashboard & exhaustion behaviour) and in the Order Form.

3.4 ATUs do not roll over to a subsequent ATU Bank Period unless expressly agreed in writing.

4. Metering boundary (per API key)

4.1 ATU consumption is attributed to the API Key used for a given request. Each ATU event is recorded with the relevant API Key and then aggregated to provide Customer-level totals and usage views.

4.2 The ATU Bank applies across all in-scope API Keys for the Customer, as listed in the Order Form. Sandbox and non-production keys consume ATUs under the same Tariff Catalogue as production keys.

4.3 Per-key reporting. Sorted will be able to report ATU consumption at both Customer level and per-API-key level (for example by brand, site or business unit where keys are configured on that basis).

4.4 Optional per-key caps (soft controls). Where supported by the Platform, and by agreement between the parties, Sorted may configure per-key soft caps (for example indicative ATU thresholds or rate limits) to help protect the Customer from abnormal usage patterns on individual keys. Any such configuration is an operational safeguard only and does not change the Customer’s underlying ATU Bank, charging model or liability for ATUs consumed across all in-scope keys.

5. Alerts, dashboard & exhaustion behaviour

5.1 Dashboard. Sorted will expose near real-time ATU consumption for the Customer’s tenant via an ATU usage dashboard in Sorted.INSIGHTS or, where Sorted.INSIGHTS is not purchased as a separate module, via an equivalent usage view in the Sorted portal.

5.2 Email alerts. Sorted will generate email alerts when cumulative ATU consumption for the Bank reaches approximately 80%, 90% and 100% of the ATU Bank, sent to the contacts specified in the Order Form.

5.3 100% consumption behaviour. At 100% of the ATU Bank:

if the Customer has pre-authorised a Safety Net Bolt-On in the Order Form and has not exceeded the agreed Safety Net limits, Sorted will automatically apply that Safety Net Bolt-On at the agreed size and price, notify the Customer, and new billable actions will continue to be processed; and
if no Safety Net Bolt-On is in place, or the pre-authorised limit has been reached, a configurable grace period (default T+72 hours) may apply, after which new billable actions are paused unless and until a top-up (Safety Net Bolt-On / Boost / upgrade) is executed.

5.4 Where appropriate, the API error contract will indicate ATU_BANK_EXHAUSTED and reference options for top-up.

6. Bolt-Ons & Boosts

6.1 Bolt-Ons.

Bolt-Ons are ATU bundles of 0.25 / 0.5 / 1 / 2 MB.
Price = Effective £/ATU × 1.05.
Bolt-Ons are effective immediately on execution, are non-refundable and expire at the end of the Term / Bank Period.
Bolt-Ons may be purchased manually or, where pre-authorised in the Order Form, automatically applied as a Safety Net Bolt-On in accordance with section 5 and the Order Form.

6.2 Boosts.

Boosts are 30-day temporary capacity increases.
Size: +20% of the ATU Bank or +0.5 MB, as specified in the Order Form.
Price = ATUs in the Boost × Effective £/ATU × 1.10.
Maximum of four (4) Boosts per Contract Year. Unused Boost capacity expires at the end of the Boost window.

6.3 Balances for the main ATU Bank, Bolt-Ons and Boosts may be shown separately in the portal or usage exports.

7. Plan changes

7.1 The Customer may upgrade (for example increase the ATU Bank size, move to a higher INSIGHTS level) at any time, effective from the next billing month or pro-rated immediately.

7.2 Downgrades (for example to a smaller ATU Bank or lower INSIGHTS level) are only permitted at renewal or as otherwise agreed.

8. Tariff versioning & fairness lock

8.1 The ATU Tariff Catalogue may be updated no more than quarterly, with at least 30 days’ notice for existing actions (security or abuse exceptions may apply).

8.2 Each ATU Bank is tied to the Tariff Version in effect at the Commencement Date identified in the Order Form.

8.3 Catalogue changes take effect only at the next ATU bundle cycle (for example at ATU Bank renewal or upgrade, or for Bolt-Ons / Boosts purchased after the change). Where a mid-term change is required for security or abuse reasons, Sorted will grant equivalent ATU credits so that the Customer’s economic position for the remaining ATU Bank is broadly preserved.

9. ATU counting rules & exceptions

9.1 All billable actions (production and non-production) consume ATUs from the pre-purchased ATU Bank in line with the ATU Tariff Catalogue.

9.2 Health-check / heartbeat calls are assigned minimal ATUs and may be subject to caps as described in the ATU Tariff Catalogue or Professional Services Rate Card.

9.3 Customer-generated requests – valid or invalid (for example 4xx validation failures), including client-initiated retries and replays all consume ATUs.

9.4 Sorted-attributable failures (for example platform faults, outage windows or mis-metering) do not consume ATUs. Where ATUs were recorded in error for such failures, Sorted will auto-credit them.

9.5 Platform-initiated retries required to recover from Sorted or Carrier-side incidents will not incur additional ATUs.

9.6 Specific caps and thresholds for particular actions may be defined in the Professional Services Rate Card.

10. Throttling & Fair Usage Rules

10.1 Objective. Throttling and fair usage controls are intended to protect platform stability while keeping usage predictable and fair for all customers.

10.2 Soft limits. Sorted may apply soft limits (for example shaping or slowing traffic) where sustained volumes significantly exceed the expected profile or risk degrading platform stability. Sorted will provide notice where practicable.

10.3 Hard limits. Sorted may temporarily block or significantly slow requests that:

ignore backoff / Retry-After guidance;
involve hot-loop polling;
generate excessive 4xx/5xx error rates due to misconfiguration; or
present security risks.

Emergency actions may be taken without prior notice where necessary to protect the platform.

10.4 Interaction with ATU limits. Throttling is independent of ATU Bank consumption. Customer requests consume ATUs. Sorted-faults auto-credit. When the ATU Bank reaches 100%, the exhaustion behaviour in section 5 applies.

10.5 Developer guidance. Customers should:

honour Retry-After and documented backoff strategies;
prefer webhooks over polling where available;
batch non-critical calls where possible; and
respect documented concurrency and rate limits.

11. Reporting, retention, disputes & audit

11.1 Exports. ATU usage exports are available monthly and on request, including as a minimum: timestamp, tenant, API Key identifier, brand/site (where applicable), action ID, endpoint, HTTP class, ATUs charged, request/correlation IDs, Tariff Version and environment.

11.2 Retention. Detailed event-level ATU records will be retained for at least twelve (12) months. Summarised usage data will be retained for at least three (3) years.

11.3 Disputes. The Customer must raise any dispute regarding ATU usage or charges within thirty (30) days of the relevant invoice. Platform exports will be used to investigate and resolve the dispute.

11.4 Audit. Metering-only audit rights may be exercised once per twelve (12) month period, typically via a SOC2-style walkthrough and examination of usage exports. This does not include direct access to Sorted’s source code or underlying infrastructure.

12. Indexation (RPI – 1 April)

12.1 On 1 April of each Contract Year, Sorted may index the following charges by the 12-month UK Retail Prices Index (RPI, all items) to January of that year (or, if RPI is unavailable, a substantially equivalent index):

the rate-per-ATU;
Support Fees;
Membership Fees; and
any other recurring charges identified in the Order Form as being subject to indexation.

12.2 Any cap or floor on indexation, and any deviation from the default rule above, will be specified in the Order Form. If no cap or floor is specified for a given charge, indexation may be applied to that charge without cap or floor.

12.3 Where RPI is changed, replaced or discontinued, the parties will agree a substitute index (such as CPIH) with the intention of preserving the original economic effect of this clause.

13. SLA linkage

13.1 Service level targets (for example availability and support objectives) are transparent metrics and are not tied to monetary or ATU-based credits.

13.2 Issues and any under-performance are handled via the Remedies & Escalation framework and chronic-failure safeguards described in the SLA & Support Schedule and the Subscription Terms. No service credits are provided.

14. Carrier service dormancy & recommissioning

14.1 A Dormant Carrier Service is a Carrier configuration with no production activity for thirty (30) consecutive days. Dormant Carrier Services may require recommissioning before being used again.

14.2 If a Dormant Carrier Service has no production activity for ninety (90) consecutive days, Sorted may remove the configuration.

14.3 Recommissioning work and associated testing may be chargeable as set out in Sorted’s Professional Services Rate Card (included in the Order Form) – current standard day rate £1,000 + VAT per day (8 hours), subject to indexation in line with section 12.
15. Professional Services & Rate Card

15.1 Professional Services (for example non-standard integrations, configuration redesigns, data correction, bespoke reporting) are not included in the standard Fees unless explicitly stated in the Order Form or a Statement of Work.

15.2 Such services will be scoped and charged:

under a separate Statement of Work; and/or
in accordance with Sorted’s Professional Services Rate Card (included in the Order Form), which sets out current day rates and unit pricing. The current standard day rate is £1,000 + VAT per day (8 hours), subject to indexation in line with section 12.

16. Taxes, payment & suspension

16.1 Fees under this Schedule are exclusive of taxes; applicable VAT and other taxes are payable by the Customer.

16.2 Payment terms are as stated in the Order Form. Sorted reserves the right to suspend Services for non-payment in accordance with the Subscription Terms.

17. Order of precedence & change control

17.1 This Commercial Schedule (ATU) and the ATU Governance provisions govern the commercial mechanics of the ATU model.

17.2 Changes to the ATU Tariff Catalogue and ATU pricing follow the ATU Governance process described herein.

17.3 Other changes follow the general Change Control procedure under the Agreement.

18. Product enablement & setup (SHIP, TRACK & INSIGHTS)

18.1 Sorted.SHIP – Standard enablement (Customer dependencies in italics):

Carrier contracts & credentials from Customer and/or carriers;
Customer configuration (brands, locations, allocation rules, service codes, calendars);
WMS/OMS integration details;
Label and document validation;
Manifest/EDI tests with Carriers;
Acceptance criteria agreed by both parties.

18.2 Sorted.TRACK – Standard enablement:

Carrier coverage and feeds;
Tracking number formats;
Webhook endpoints, authentication and tests;
Notifications templates (if used) and branding;
SLA/ETA rules;
Acceptance criteria agreed by both parties.

18.3 Sorted.INSIGHTS – Standard enablement:

Workspace and role-based access control;
Assignment of standard dashboards and KPIs;
Optional historical backfill configuration;
No bespoke dashboards or custom exports (standard templates only).

18.4 Timelines depend on timely Customer inputs and Carrier responsiveness. Where additional effort is required, work will be scoped via Change Control or in line with the Professional Services Rate Card.