Terms of Service

Section 1

Definitions and Interpretation

Key definitions used throughout these Terms:

Section 2

The Service — What Charter Logic Suite Provides

Charter Logic Suite is an AI-powered maritime financial platform that automates the detection, calculation, and documentation of demurrage overcharges, laytime disputes, FMC invoice compliance violations, EU ETS surcharge overcharges, and related maritime financial inefficiencies.

CLS reserves the right to add, modify, or discontinue any module at any time. Material changes will be notified with a minimum of 30 days' notice.

Section 3

Account Registration and Eligibility

You must be at least 18 years of age. By creating an account, you represent that:

• You have the legal capacity to enter into a binding agreement.
• You are using the Service for professional, business, or commercial purposes.
• If accepting on behalf of a company, you have authority to bind that company.
• Your use will not violate any applicable law or regulation.

Seat Limits per Plan

Section 4

Subscriptions, Pricing, and Payment

4.1 Annual Billing

Annual billing is available at a ~17% discount: Founding Member $7,990/year, Professional $19,990/year, Enterprise $49,990/year.

4.2 Founding Member Price Lock

Founding Members are guaranteed $799/month for the lifetime of their subscription. The price lock is forfeited if: (a) the subscription is cancelled; (b) payment fails and is not remedied within 14 days; or (c) the account is terminated for breach.

4.3 Enterprise Plus Custom Pricing

Enterprise Plus plans (white-label portals) start at $12,000/month with custom pricing based on client count, API volume, and support requirements. Contact enterprise@charterlogicsuite.com for a quote.

4.3 Paddle as Merchant of Record

All payments are processed by Paddle.com Market Limited. When you purchase a subscription, your contract of sale is with Paddle. CLS does not store payment card details. Paddle handles billing, EU VAT, and refund processing.

4.4 Payment Failure

If payment fails, Paddle will retry up to three times over 14 days. After 14 days, access is restricted to read-only mode. After 30 days of suspension, the subscription is cancelled. Audit data remains for 90 days following cancellation.

Section 5

Subscription Activation Terms

• Access to paid modules begins after you purchase a subscription through Paddle.
• Available features, seat counts, and usage limits are determined by your selected plan.
• If your subscription is cancelled or payment fails, access may be restricted according to the payment failure terms above.
• Subscription data is retained according to the data retention and termination terms in this agreement.

Section 6

Acceptable Use Policy

Permitted Use

You may use the Service solely for lawful, professional maritime and logistics business purposes.

Prohibited Conduct

• Use the Service for any unlawful purpose.
• Upload documents you do not have the right to process.
• Reverse engineer, decompile, or derive source code or AI prompts.
• Use automated bots/scrapers beyond normal usage.
• Share credentials outside your licensed seat count.
• Create multiple accounts to circumvent limits.
• Upload malicious code or viruses.
• Represent AI outputs as human-authored legal opinions.
• Sublicense or white-label without an Enterprise plan and written agreement.

Section 7

API Access Terms (Enterprise)

7.1 API Availability

REST API access is available exclusively to Enterprise and Enterprise Plus subscribers. API keys are generated in the dashboard under Settings → API.

7.2 Rate Limits

• Enterprise: 1,000 requests/hour, 10,000 requests/day
• Enterprise Plus: Custom limits based on agreement
• Exceeding rate limits results in HTTP 429 responses

7.3 Webhook Callbacks

CLS provides webhook callbacks for audit completion events. You are responsible for securing your webhook endpoint. CLS is not liable for data loss due to webhook delivery failures on your end.

7.4 API Key Security

You are responsible for keeping your API keys secure. Do not share keys publicly or commit them to version control. CLS may revoke keys suspected of compromise without notice.

Section 8

White-Label Portal Terms (Enterprise Plus)

8.1 White-Label Licence

Enterprise Plus subscribers receive a non-exclusive, non-transferable licence to offer CLS-powered audits under their own brand. This includes custom domain, logo, colours, and email templates.

8.2 Client Management

You may invite and manage multiple client organizations under your white-label portal. You are responsible for your clients' compliance with these Terms.

8.3 Branding Restrictions

• You may not claim CLS technology as your own proprietary development
• "Powered by Charter Logic Suite" attribution may be required in footer (per agreement)
• CLS reserves the right to audit white-label implementations for compliance

8.4 Custom Domain DNS

You are responsible for configuring DNS records for custom domains. CLS provides DNS instructions but is not liable for DNS misconfiguration or propagation delays.

Section 9

Document Upload and Processing

Supported Types

PDF (digital and scanned), JPG, JPEG, TIFF, TIF, PNG. Maximum 50MB per document, 200 pages per upload.

Storage & Retention

• Files stored encrypted with AES-256 at rest, TLS 1.3 in transit.
• Uploaded documents automatically deleted after 90 days.
• Audit reports retained for the duration of your subscription plus 90 days.
• Early deletion available upon request to legal@charterlogicsuite.com (processed within 72 hours).

AI Processing Disclosure

Documents you upload are processed using third-party AI services via OpenRouter. By uploading, you consent to this processing. Google's API data usage policy applies — content is processed but not retained for model training.

Section 8

AI-Generated Output — Disclaimers

Before commencing any formal demurrage dispute, FMC complaint, or legal proceeding based on CLS output, you must obtain independent review from a qualified maritime solicitor, laytime arbitrator, or FMC-licensed practitioner.

Section 9

Intellectual Property Rights

• You retain all intellectual property rights in documents you upload.
• You grant CLS a limited, non-exclusive licence to process your documents solely for providing the Service.
• CLS retains all IP rights in the platform, algorithms, AI models, and user interface.
• Audit reports and outputs are licensed to you for your commercial use. You may not resell or redistribute them.

Section 10

Data Privacy and Security

Your use of the Service is also governed by our Privacy Policy, which explains how we collect, use, and protect your personal data. By using the Service, you agree to the data practices described in the Privacy Policy.

Section 11

Confidentiality

Both parties agree to maintain the confidentiality of any non-public information disclosed in connection with the Service. CLS will not disclose your document content, audit results, or business data to third parties except as described in the Privacy Policy. This obligation survives termination for 3 years.

Section 12

Limitation of Liability

Section 13

Warranties and Disclaimers

THE SERVICE IS PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. CLS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. CLS does not warrant that the Service will be uninterrupted, error-free, or that AI-generated outputs will be accurate or complete for your specific circumstances.

Section 14

Term, Termination, and Suspension

• These Terms become effective when you create an account and remain in effect until terminated.
• You may terminate your account at any time through Account Settings or by emailing hello@charterlogicsuite.com.
• CLS may suspend or terminate your account immediately for breach of these Terms.
• Upon termination, your right to use the Service ceases immediately. Uploaded documents and audit data are retained for 90 days, then permanently deleted.
• Sections that by their nature should survive termination (IP, liability, confidentiality, dispute resolution) shall survive.

Section 15

Governing Law and Dispute Resolution

• Governing Law: These Terms are governed by the laws of Pakistan (SECP-registered entity upon incorporation).
• Dispute Resolution: Any dispute arising from these Terms shall be referred to the London Court of International Arbitration (LCIA) under the LCIA Arbitration Rules. The seat of arbitration shall be London, England. The language of arbitration shall be English.
• Injunctive Relief: Nothing in this section prevents either party from seeking interim or injunctive relief in any competent court to protect intellectual property rights or prevent disclosure of confidential information.

Section 16

General Provisions

• Entire Agreement: These Terms, together with the Privacy Policy and any Order Form, constitute the entire agreement between you and CLS.
• Severability: If any provision is found invalid, the remaining provisions continue in full force.
• No Waiver: Failure to enforce any provision does not waive the right to do so later.
• Assignment: You may not assign these Terms without CLS's written consent. CLS may assign to any affiliate, successor entity, or acquiring third party.
• Force Majeure: Neither party is liable for failure caused by circumstances beyond reasonable control.
• Notices: All legal notices to CLS must be sent to legal@charterlogicsuite.com.

Section 17

Contact Information

Charter Logic Suite · Terms of Service · Version 1.0 · Effective 1 March 2026
charterlogicsuite.com · legal@charterlogicsuite.com
© 2026 Charter Logic Suite. All rights reserved.