These Shipio Supplier Platform Terms apply to the use of the Shipio platform operated by TOKONEY Limited, trading as Shipio, a company registered in England and Wales with company number 12245258 and registered office at 85 Great Portland Street, London W1W 7LT, UK. TOKONEY Limited's UK VAT number is GB341496594. Shipio's website is www.shipio.app, and the current version of these terms is available at https://www.shipio.app/terms.
1.1 These terms govern access to and use of the Shipio platform by the supplier entity accepting them (the "Supplier").
1.2 Shipio is the software platform operated by TOKONEY Limited.
1.3 The platform enables Suppliers to onboard pricing configurations, ingest quote requests (including via AI-assisted extraction from emails, PDFs and other documents), calculate or assemble pricing through deterministic and rule-based engines, request and ingest partner-supplier quotes, generate and send quotes, create bookings, generate invoices, and route payments through supported payment rails.
1.4 Shipio provides software and workflow functionality only. Except where Shipio expressly agrees otherwise in writing for a specific payment flow, Shipio is not the provider of the underlying logistics services and is not a party to the Supplier's contract with any end customer or partner supplier.
1.5 In these terms:
2.1 The Supplier must be a business entity, partnership or other commercial undertaking acting in the course of business.
2.2 By creating an account, completing the onboarding process, clicking to accept these terms, or using the platform, the individual accepting these terms confirms that they have authority to bind the Supplier and to permit Shipio to process information made available through the platform. The Supplier agrees to be bound by these terms from the date of acceptance.
2.3 The Supplier must provide accurate onboarding, identity, sanctions and payment-account information and keep it up to date.
2.4 Shipio will record the date, time, identity, method and version of these terms accepted by the Supplier. The Supplier acknowledges that such records constitute evidence of the Supplier's agreement to these terms.
3.1 The Supplier may use the platform only for lawful business purposes and in compliance with all laws, regulations, sanctions, trade controls, transport rules and licensing requirements applicable to its business and the goods it handles.
3.2 The Supplier must not misuse the platform, attempt to reverse engineer it, interfere with service security, scrape non-public data, or use the platform in a way intended to bypass Shipio's fee model, payment routing controls or supplier-to-supplier rail requirements.
3.3 Shipio may impose feature gating, usage thresholds, workflow requirements or payment-enablement conditions as a condition of continued access to certain functionality.
4.1 Quotes generated or transmitted through the platform are non-binding until accepted by the relevant customer or counterparty in a manner permitted by the Supplier's workflow.
4.2 Current acceptance may occur by email confirmation and may later include click-to-accept, payment confirmation or other digital acceptance methods enabled by Shipio.
4.3 A Supplier remains responsible for reviewing quote content, pricing, tax settings, supplier terms, partner-supplier inputs, custom fields, and any invoice before dispatch unless and until it chooses to automate specific workflows.
4.4 Quotes may include expiry dates set by the Supplier. A change to pricing rules after a quote is sent does not amend that quote automatically; any refreshed or revised quote must be issued separately.
4.5 Where shipment requirements, scope, taxes or service assumptions change, the Supplier may issue a revised quote, additional invoice, credit note, voided invoice or replacement invoice in accordance with its own commercial terms.
4.6 Shipio may provide configurable quote and invoice templates, but the Supplier is responsible for the wording, legal compliance and commercial effect of the documents it sends.
5.1 Shipio may provide automated pricing, parsing, routing, connector and workflow functionality, including email ingestion, AI-assisted document extraction and automated responses.
5.2 The Services may use automated rules, machine-assisted processing, AI-assisted extraction, email parsing, OCR, document classification, data mapping, calculators and other automated methods to generate or assist with quotes, bookings, invoices, payment requests, routing suggestions, customs fields, tax fields, partner-supplier requests and other outputs. The Supplier acknowledges that such outputs are generated from data, rules, assumptions, templates, third-party inputs and configurations and may contain errors, omissions, inaccuracies, misclassifications, stale data, formatting issues or incorrect assumptions.
5.3 The Supplier is solely responsible for reviewing, validating and approving all quotes, bookings, invoices, payment requests, taxes, duties, shipment details, service scope, partner-supplier inputs, customer-facing communications and other outputs before they are issued, relied on, accepted, booked, invoiced, fulfilled or otherwise acted upon. The Supplier remains solely responsible for all commercial decisions, commitments, representations and contractual terms offered or made to any End Customer or Partner Supplier, whether any relevant output was produced manually, automatically or with AI assistance.
5.4 The Supplier must not treat any automated or AI-assisted output as final, binding, complete, suitable for a particular purpose or free from error without carrying out its own review and approval. Shipio does not verify that any Supplier Data, Partner Supplier Data, pricing rules, tax settings, rate cards, service configurations, declared values, inventory data, routing assumptions or other inputs used to generate an output are accurate, complete, current or lawful.
5.5 To the maximum extent permitted by law, Shipio shall not be liable for any Loss arising out of or in connection with:
6.1 The platform may enable a Supplier to request support, pricing or services from another supplier on the platform (a "Partner Supplier").
6.2 The issuing Supplier may disclose to a Partner Supplier such shipment, inventory, declared-value, customs, packing, location and related data as is necessary for the requested leg or service. End-customer identity is not required to be shared by default.
6.3 A Partner Supplier's pricing may initially be assembled manually through Shipio tools and may later be shared on an automated basis where that Partner Supplier has expressly opted in.
6.4 Shipio does not warrant any Partner Supplier's pricing, performance, fulfilment, solvency, legality or suitability. The Supplier remains responsible for deciding whether to rely on a Partner Supplier quote or service.
6.5 Shipio does not currently provide an in-platform dispute resolution mechanism for supplier-to-supplier or supplier-to-end-customer disputes.
7.1 If Shipio introduces one Supplier to another Supplier through the platform, the supplier-to-supplier rail, routed pricing workflow or a Shipio-enabled transaction flow, those suppliers must route all in-scope transactions between them through Shipio for so long as they continue to use the platform.
7.2 The Supplier must not use information obtained through the platform to circumvent Shipio's transaction routing, fee entitlement or product limitations.
7.3 Shipio may suspend, restrict or terminate access where it reasonably believes that the Supplier has bypassed, attempted to bypass, or facilitated the bypass of an introduced-counterparty transaction that should have been routed through Shipio.
8.1 Payment processing is provided through Stripe Connect Express accounts. The Supplier must maintain an eligible connected account and comply with applicable Stripe terms and onboarding requirements.
8.2 The Supplier's connected Stripe account is the merchant of record. Card payments and BACS debit payments are currently supported, both settling on the connected account. The payer's statement descriptor is set by the Supplier during Stripe onboarding.
8.3 Shipio collects platform fees via Stripe's application fee mechanism. The applicable platform fee percentage is set per Supplier division in the Shipio dashboard or in a separate commercial agreement.
8.4 The Supplier is responsible for refunds, cancellations, credit handling and commercial arrangements with its customer, except to the extent Shipio expressly enables a different operational flow.
8.5 Shipio may add, remove, enable or disable supported payment methods or payment providers and may impose transaction controls, risk settings, payout conditions or access restrictions where reasonably required for compliance, fraud prevention, sanctions screening, collections integrity or platform protection.
8.6 Any future multi-party payment flow, held-funds flow, completion-based release flow, finance-provider flow or marketplace-routing flow may be made subject to supplemental payment terms when enabled.
9.1 The Supplier is solely responsible for all refunds, reversals, chargebacks, payment disputes, payment processor fees, scheme fees, fraud losses, reserve requirements, negative balances, recoveries, fines, penalties, withholdings and similar liabilities arising from or relating to:
9.2 Where any such amount is debited from, charged to, withheld from, reserved against or otherwise recovered from Shipio by Stripe or any other payment provider, bank, scheme operator or third party, the Supplier shall immediately reimburse Shipio in full on demand.
9.3 Shipio may, where legally and operationally permitted:
9.4 The Supplier acknowledges that payment providers may apply holds, reserves, reversals, rolling reserves, account restrictions, payment-method restrictions, payout delays or other risk controls and that Shipio shall not be liable for any Loss arising from such measures.
9.5 Nothing in this Agreement obliges Shipio to advance funds, prefund refunds, absorb chargeback losses, release held funds, waive any recovery right or continue processing payments where Shipio or a payment provider reasonably considers there to be fraud, sanctions, compliance, dispute, insolvency, credit or operational risk.
10.1 The Supplier must pay Shipio the platform fees, uplifts and other charges applicable to its use of the platform and any transactions routed through the platform.
10.2 Fee percentages and pricing mechanics are set in the Shipio dashboard, and may additionally or alternatively be set out in a commercial agreement, pricing schedule, order form or other incorporated pricing document. Where a fee is set in the dashboard and a different fee is specified in a signed commercial agreement or order form, the signed document prevails.
10.3 Shipio may require qualifying transactions to be invoiced and/or paid through Shipio as a condition of access to specified functionality, including pricing engine access, quote volume, automation features, partner-supplier functionality or transaction-routing tools.
10.4 If the Supplier does not enable or maintain the required payment configuration, Shipio may impose quote limits, lock functionality, restrict access or suspend the account.
11.1 The Supplier is solely responsible for the legality, accuracy and completeness of its pricing, terms, taxes, shipment information, declared values, inventory descriptions, licences, regulatory compliance, fulfilment performance and dealings with end customers and partner suppliers.
11.2 The Supplier is responsible for ensuring that any goods, shipments, regulated materials or services it handles are lawful and supported by all required licences, permits, approvals and insurances.
11.3 The Supplier warrants that it has all rights necessary to upload, share and process the data it provides through the platform and to instruct Shipio to process that data on its behalf.
11.4 The Supplier must not use the platform to process, facilitate or support any transaction involving any person, entity, vessel, goods or destination that is the subject of sanctions administered or enforced by the United Kingdom (OFSI), United States (OFAC), European Union or any other sanctions authority applicable to the Supplier's business. The Supplier must immediately notify Shipio if it becomes aware that any transaction processed through the platform may involve a sanctioned party or destination.
12.1 As between Shipio and the Supplier, the Supplier retains its rights in the data it uploads or causes to be processed through the platform ("Customer Data").
12.2 The Supplier grants Shipio a non-exclusive right to host, process, transmit, copy and use Customer Data as necessary to provide, secure, support and improve the platform and to operate configured workflows.
12.3 Shipio may use aggregated, de-identified or anonymised data, platform telemetry, usage data and service-performance data to develop insights, analytics, benchmarking, product improvements and machine-assisted features, provided that Shipio does not identify the Supplier or an identifiable individual in externalised outputs except as separately agreed. To the extent Shipio processes Personal Data for its own legitimate business purposes and not solely on the Supplier's documented instructions, Shipio acts as an independent Controller for that activity and will process such Personal Data in accordance with applicable data protection law and its relevant privacy notice. Shipio does not use identifiable Supplier Data or Customer Data to train third-party AI models.
12.4 Each party must keep the other party's confidential information confidential and use it only for the purposes of this agreement, subject to disclosures required by law, professional advisers, sub-processors and payment providers under appropriate obligations.
12.5 Supplier pricing, partner pricing, transaction data, win-rate data and related commercial information are confidential information of the relevant Supplier, except to the extent used by Shipio under clause 12.3.
13.1 To the extent Shipio processes Personal Data on behalf of the Supplier in providing the platform as a Processor, the data processing terms set out in Schedule 1 to this Agreement shall apply. Schedule 1 does not apply to any processing by Shipio as an independent Controller under clause 12.3.
13.2 The Supplier acknowledges that Shipio uses third-party infrastructure and service providers, including cloud hosting, database, authentication, email, analytics, AI inference and payment-processing providers. Shipio will maintain a list of subprocessors available on request.
13.3 Shipio may update its subprocessor list from time to time and will remain responsible for managing its subprocessors in accordance with applicable data protection law and its contractual commitments.
14.1 Shipio and its licensors retain all intellectual property rights in the platform, software, workflows, documentation, models, templates, interfaces and related materials, excluding Customer Data.
14.2 The Supplier may not copy, adapt, decompile, reverse engineer, create derivative works from, resell, or otherwise exploit the platform except as expressly permitted by these terms or by law.
14.3 Feedback, suggestions and improvement ideas may be used by Shipio without restriction or payment.
15.1 Shipio may suspend or restrict access immediately where reasonably necessary for non-payment, sanctions concerns, fraud risk, security incidents, regulatory concerns, repeated misuse, failure to maintain a payment account, or circumvention of platform rules.
15.2 The Supplier may stop using the platform at any time, subject to any minimum term or commercial commitment agreed separately.
15.3 Following termination, Shipio will retain quotes, invoices and payment records for 7 years for legal and accounting purposes. Attachments will be retained for up to 2 years after termination. Account reactivation is available for up to 90 days after termination.
15.4 Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of either party that have accrued up to the date of termination or expiry. Clauses 5, 9, 10, 11.3, 11.4, 12, 13, 14, 15.3, 16, 17 and 18.2, together with any other provision which expressly or by implication is intended to come into or continue in force on or after termination, shall survive termination or expiry.
16.1 Except as expressly set out in these terms, the platform is provided "as is" and "as available".
16.2 The Services depend on third-party infrastructure, hosting, payment, database, communications, email, cloud, API, storage, identity, fraud, document-processing and other external services. Shipio does not warrant that the Services will be uninterrupted, error-free, latency-free, secure, continuously available or compatible with any third-party service, browser, device, operating environment or integration.
16.3 To the maximum extent permitted by law, Shipio shall not be liable for any Loss caused by or arising from any downtime, degradation, latency, interruption, delay, data-sync failure, webhook failure, API failure, service suspension, data-loss event, security incident, rate limiting, message delivery failure or other failure of any third-party service provider or dependency, including payment processors, cloud hosts, database providers, email providers, messaging providers, storage providers, infrastructure providers and similar service providers, even where such third-party service is integrated with, used by or required for the operation of the Services.
16.4 Shipio gives no warranty, representation or undertaking in relation to any third-party service, including its uptime, performance, security, continued availability, compatibility, legality, fitness for purpose or compliance. The Supplier acknowledges that Shipio's ability to provide parts of the Services may be dependent on such third-party services remaining available and functioning properly.
16.5 Any roadmap feature, beta feature, future integration or future routing model may be changed, delayed or withdrawn.
17.1 Nothing in this Agreement excludes or limits liability for:
17.2 Subject to clause 17.1, Shipio will not be liable for indirect or consequential loss, loss of profit, loss of revenue, loss of business opportunity, loss of goodwill, loss arising from shipment delay or non-delivery, loss caused by Supplier data errors, or loss arising from Partner Supplier conduct, payment disputes or automated outputs.
17.3 Subject to clause 17.1, Shipio's total aggregate liability under or in connection with this Agreement shall not exceed the total fees paid by the Supplier to Shipio in the 3-month period immediately preceding the event giving rise to the claim.
17.4 Without limiting the other exclusions in this Agreement, and to the maximum extent permitted by law, Shipio shall not be liable for any Loss arising out of or in connection with:
17.5 The exclusions and allocations of responsibility in clauses 5, 9 and 16–17 apply whether the relevant claim is brought in contract, tort (including negligence), misrepresentation, restitution, under statute or otherwise. Subject always to clause 17.1, any liability of Shipio not otherwise excluded under this Agreement shall be subject to the liability cap set out in clause 17.3.
17.6 The Supplier indemnifies Shipio against third-party claims, losses, fines and costs arising from the Supplier's goods, services, regulatory non-compliance, terms with customers, misuse of the platform, or breach of these terms, except to the extent caused by Shipio's own breach.
18.1 Shipio may update these terms from time to time where reasonably required for product, legal, regulatory, commercial, security or operational reasons. Shipio will give the Supplier not less than 30 days' notice of any material change by email or in-product notice. The updated terms will take effect at the end of the notice period. Continued use of the platform after the updated terms take effect constitutes acceptance of the updated terms. If the Supplier does not agree to the updated terms, the Supplier must stop using the platform before the updated terms take effect.
18.1A Notwithstanding clause 18.1, where a change is required more quickly to comply with applicable law, payment processor requirements, sanctions requirements, fraud-prevention requirements, or to address a security risk, Shipio may make that change on shorter notice, provided it notifies the Supplier as soon as reasonably practicable.
18.2 These terms are governed by the laws of England and Wales and the courts of England and Wales shall have exclusive jurisdiction, unless mandatory law requires otherwise.
18.3 In the event of any conflict between documents forming part of this Agreement, the following order of precedence shall apply (highest first):
18.4 Defined terms used but not defined in these terms shall have the meanings given to them in the applicable order form, pricing schedule or supplemental terms.
18.5 These terms are available at https://www.shipio.app/terms. Shipio will maintain a publicly accessible copy of the current version of these terms at that URL. Previous versions will be made available on request.
1.1 These terms apply to the extent that Shipio processes Personal Data on behalf of the Supplier in providing the platform. Terms defined in the UK GDPR or the Data Protection Act 2018 have the same meanings in this Schedule.
1.2 The Supplier is the Controller. Shipio is the Processor. This Schedule applies only to Shipio's processing as Processor on behalf of the Supplier and does not apply to any processing carried out by Shipio as an independent Controller under clause 12.3.
2.1 The Supplier warrants that it has all necessary lawful bases, consents, notices and authorisations required for the processing of Personal Data through the platform.
2.2 The Supplier shall not upload or cause to be processed through the platform any special category data unless expressly agreed with Shipio in writing.
3.1 Shipio shall process Personal Data only on the Supplier's documented instructions (which include the Supplier's use of the platform and its configured workflows) unless required to do so by applicable law, in which case Shipio shall inform the Supplier before processing unless prohibited from doing so.
3.2 Shipio shall implement appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful processing and against accidental loss, destruction or damage.
3.3 Shipio shall ensure that persons authorised to process Personal Data are bound by appropriate obligations of confidentiality.
3.4 Shipio shall not engage a sub-processor without the Supplier's general written authorisation (which the Supplier grants by accepting these terms). Shipio shall maintain a list of sub-processors available on request and shall notify the Supplier of any intended changes to its sub-processors, giving the Supplier a reasonable opportunity to object.
3.5 Shipio shall, taking into account the nature of the processing, assist the Supplier by appropriate technical and organisational measures in fulfilling the Supplier's obligations to respond to Data Subject requests.
3.6 Shipio shall assist the Supplier in ensuring compliance with its obligations in respect of security, breach notification, data protection impact assessments and prior consultation, taking into account the nature of processing and the information available to Shipio.
3.7 Shipio shall notify the Supplier without undue delay after becoming aware of a Personal Data breach affecting the Supplier's data.
3.8 On termination, Shipio shall delete or return Personal Data in accordance with clause 15.3 of the platform terms, subject to any retention required by applicable law.
4.1 Shipio uses infrastructure providers located in multiple jurisdictions. Where Personal Data is transferred outside the United Kingdom or European Economic Area, Shipio shall ensure that appropriate transfer safeguards are in place as required by applicable data protection law, including standard contractual clauses or reliance on an adequacy decision where available.
5.1 Shipio shall make available to the Supplier on request such information as is reasonably necessary to demonstrate compliance with this Schedule, and shall allow for and contribute to audits and inspections conducted by the Supplier or an independent auditor mandated by the Supplier, subject to reasonable notice, scope and confidentiality requirements.
