Terms and Conditions

These Terms and Conditions are made up of two parts. Part A (Website Terms of Use) governs your use of the navo24.com website. Part B (Service Agreement) governs any paid digital or information services you take from us. Please read both. If any conflict arises, the order of precedence in clause A5 applies.

Part A: Website Terms of Use

A1. Who we are and how to contact us

The website navo24.com (the “Site”) is operated by WEMELOGISTICS LTD (“we”, “us” or “our”), a company registered in England and Wales.

• Company number: 14081751 (verify at Companies House: find-and-update.company-information.service.gov.uk).
• Registered office: 1 Robin Hood House, Kingston Vale, London, England, SW15 3AL.
• Contact: email [email protected] (general and technical) or [email protected] (these Terms and notices). We aim to acknowledge enquiries within two business days.

A2. These Terms, and your acceptance

By accessing or using the Site you confirm that you accept these Terms and agree to comply with them. If you do not agree, you must stop using the Site. If you access other tools, platforms or services operated by us or our affiliates through the Site, your use of those is subject to their own terms and privacy notices.

A3. Business and consumer customers

navo24 is designed principally for business customers (companies, partnerships and sole traders acting in the course of a business). If you are a consumer (an individual acting wholly or mainly outside your trade, business, craft or profession) you have rights under UK consumer law, including the Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. Nothing in these Terms affects those statutory rights, and where any provision would reduce them, your statutory rights prevail. Provisions that apply only to business customers are identified as such.

A4. Your account and communications

When you create an account or contact us about our services, you agree to receive service and operational messages from us (for example, security notices, billing and account updates). These are not marketing; you can manage marketing preferences separately. Any digital subscription or online service does not include dedicated technical or account-management support unless we agree that in writing.

A5. Other terms that apply, and order of precedence

Your use of navo24 is also subject to:

• our Privacy Policy, which explains how we collect and use personal data and the lawful bases we rely on; and
• any Service Agreement (Part B) and Commercial Offer that applies to paid services you take.

If there is any inconsistency, the following order of precedence applies (highest first): (1) the signed Commercial Offer / order for your services; (2) Part B (Service Agreement); (3) Part A (these Website Terms of Use).

A6. Changes to these Terms and to the Site

We may amend these Terms from time to time; the version published on the Site applies each time you use it, so please check it periodically. For paid services, we will give you reasonable advance notice of any change that materially affects you before it takes effect. We may also update, change or remove content and functionality on the Site to reflect changes to our products, priorities or user feedback.

A7. Availability of the Site

We do not guarantee that the Site, or any content on it, will always be available or uninterrupted. We may suspend, withdraw or restrict all or part of the Site for business, operational, legal or security reasons. Where practical we will give reasonable notice. You are responsible for ensuring that anyone who accesses the Site through your connection is aware of, and complies with, these Terms.

A8. Intellectual property

We are the owner or licensee of all intellectual property rights in the Site and its content, which are protected by law. All rights are reserved. You may print or download extracts for your own internal or personal, non-commercial reference, and you may share content internally within your organisation. You must not modify copies, use content separately from its accompanying text, or use any part of the Site for commercial purposes without our written licence. You must not use any automated means to scrape, collect or harvest data from the Site or about its users. If you breach this clause, your right to use the Site ends immediately and you must destroy or return any copies you have made.

A9. No reliance on information

Content on the Site is provided for general information only and is not professional advice (technical, legal, financial or otherwise). You should obtain professional advice before acting, or refraining from acting, on it. While we take reasonable care to keep content current, we make no representation or warranty that it is accurate, complete or up to date.

A10. External links and third-party resources

Where the Site links to third-party websites or resources, those links are for information only and are not an endorsement. We are not responsible for their content or for any loss arising from your use of them. Some features may require third-party software (for example, a modern browser supporting encryption). We are not responsible for maintaining that software or for events on networks we do not control.

A11. Our liability

Nothing in these Terms limits or excludes our liability where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, and, for consumers, any statutory rights that cannot be excluded.

If you are a consumer: we are responsible for loss or damage you suffer that is a foreseeable result of our breaking these Terms or failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. We only supply the Site and services for domestic and private use by consumers; we have no liability for any business loss.

If you are a business: to the fullest extent permitted by law we exclude all implied conditions, warranties and representations, and we will not be liable in contract, tort (including negligence), breach of statutory duty or otherwise for: loss of profits, sales, business or revenue; business interruption; loss of anticipated savings, opportunity, goodwill or reputation; or any indirect or consequential loss. Subject to the first paragraph of this clause, our total liability to a business customer arising out of or in connection with the Site and any related service in any 12-month period is limited to the greater of the charges paid by you to us in that period or GBP 100.

A12. Viruses and acceptable use

We do not guarantee that the Site will be secure or free from bugs or viruses. You are responsible for your own IT, and for using suitable, up-to-date security software. You must not misuse the Site by knowingly introducing malware or other harmful material, or by attempting to gain unauthorised access to the Site, its servers or any connected systems. We will report any such breach to the relevant authorities and, where it concerns you, may disclose your identity to them. Your right to use the Site ceases immediately on any such breach.

A13. Linking to the Site

You may link to our home page, provided you do so fairly and lawfully and in a way that does not damage or exploit our reputation. You must not suggest any association with, or endorsement by, us where none exists, frame the Site on another site, or link to any page other than the home page without our written permission. We may withdraw linking permission at any time.

A14. Prohibited conduct

We do not allow spam, harassment, fraudulent activity or the spreading of misleading information on or through navo24. We may suspend or end access for any user who engages in abusive or prohibited behaviour.

A15. Data protection

We process personal data in accordance with the UK GDPR and the Data Protection Act 2018. We do not rely on your acceptance of these Terms as a general consent to process your data; instead our Privacy Policy sets out what we collect, why, the lawful bases we rely on (typically performance of a contract and our legitimate interests), how long we keep it and your rights. You can contact us at [email protected], and you have the right to complain to the Information Commissioner’s Office (ico.org.uk).

A16. Third-party names and logos

Any third-party brand names, logos or trade marks shown on the Site are used only to identify the relevant carrier, service or organisation. Their appearance does not imply any partnership, sponsorship or endorsement, and all rights remain with their owners.

A17. Governing law and jurisdiction

These Terms and any dispute or claim arising out of them or their subject matter (including non-contractual disputes) are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction, except that if you are a consumer resident elsewhere in the UK you may also bring proceedings in your home nation.

A18. General

• A18.1 Severability. If any provision is found to be unlawful or unenforceable, the rest of these Terms continue in force.
• A18.2 Waiver. A delay in enforcing these Terms is not a waiver of our rights.
• A18.3 Assignment. You may not transfer your rights or obligations without our written consent. We may transfer ours to a group company or successor, provided your rights are not adversely affected.
• A18.4 Third-party rights. No one other than you and us has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce these Terms.
• A18.5 Notices. We may give notice by email to the address on your account or by posting on the Site; you may give notice to us at [email protected].

Part B: Service Agreement for Digital and Information Services

This Service Agreement (the “Agreement”) is between you or your organisation (the “Client”) and WEMELOGISTICS LTD (the “Provider”), a company incorporated in England and Wales (No. 14081751), registered office 1 Robin Hood House, Kingston Vale, London, England, SW15 3AL (each a “Party”, together the “Parties”). It applies when you order paid digital or information services from us, and takes effect as set out in clause B2.

B1. Definitions and interpretation

• B1.1 “Services” means the digital and information services set out in the applicable Commercial Offer, provided using our Digital Solutions.

• “Digital Solutions” means our SaaS applications, software, web tools, widgets and APIs, whether accessed on our websites, integrated into your website, or via API. Implementation documentation is published on our Developer Portal at https://developers.navo24.com.
• “Charges” means the fees payable for the Services, as set out in the Commercial Offer.
• “Commercial Offer” means the individual quotation or order agreed with you (typically by email) that specifies the Services, limits and Charges.

• B1.2 Headings are for convenience only. The singular includes the plural and vice versa. Monthly limits (unique API calls, requests, sub-accounts or domain connections) may be increased by mutual agreement by email, against an invoice we issue. Any bespoke development or tailored modification is charged separately as individual software development.

B2. Charges, payment and formation

• B2.1 The Services are provided under a pricing plan agreed with your account manager, based on your requested usage or API-call limits, and set out in the Commercial Offer.
• B2.2 Accepting a Commercial Offer (including by paying it) is your full and unconditional acceptance of this Agreement. The Agreement takes effect when your payment is received into our bank account, as confirmed by our finance team, or when we otherwise provision access, whichever is first.
• B2.3 Charges are paid by bank transfer or an approved online payment gateway against our invoice. For business customers, all bank, intermediary and SWIFT charges are borne by you (SWIFT field 71A: “OUR”), and Charges are paid without deduction or set-off. Any applicable taxes or duties are your responsibility, save that we will charge VAT where required.
• B2.4 Unless the Commercial Offer says otherwise, monthly usage allowances run by calendar month, are not cumulative, and unused allowance is not carried over. Exceeding a limit may result in temporary suspension of the relevant API key or credentials until the next period or an agreed increase.
• B2.5 We may review and adjust Charges for future billing periods on reasonable prior notice to you before the change takes effect. If you are a consumer and do not accept an increase, you may cancel before it applies.

B3. Consumer cancellation right (14 days)

If you are a consumer, you normally have the right to cancel within 14 days of entering into this Agreement, without giving a reason. However, because the Services are digital and typically supplied immediately, if you ask us to start (and you can, so that you get access straight away) you agree that: (a) we begin during the cancellation period with your express request; and (b) you lose the right to cancel once the Services are fully performed. If you cancel before performance is complete, you may be charged a proportionate amount for what you have used. To cancel, email [email protected]. This clause does not affect your other statutory rights.

B4. Refunds

• B4.1 Business customers: Charges are non-refundable once the Services have been provisioned, except where we are at fault or the law requires otherwise.
• B4.2 Consumers: the above is subject to your cancellation right in clause B3 and your statutory rights, including a right to a remedy if the Services are not provided with reasonable care and skill or as described. Where we are required to refund you, we do so within 14 days using your original payment method.
• B4.3 Chargebacks. If you raise a chargeback or payment dispute for Charges properly due, we may provide evidence to your payment provider, suspend Services pending resolution, and recover sums lawfully owed, including reasonable costs. We will always try to resolve billing questions with you directly first; please contact us before disputing a charge.

B5. Our obligations

• B5.1 We will provide an API key and/or login credentials for the agreed term within three (3) business days of confirmed receipt of full payment.
• B5.2 We provide the Services as described on our Developer Portal (https://developers.navo24.com). Features not listed there are outside scope. We may update the Developer Portal from time to time; we will not remove documented, materially relied-upon functionality without reasonable notice.
• B5.3 We will use reasonable endeavours to resolve technical errors you report in the core Services, and will keep you updated on progress.
• B5.4 We provide standard technical support during business hours, 09:00 to 18:00 UK time (GMT in winter, BST in summer), Monday to Friday, excluding public holidays in England and Wales.

B6. Your obligations

• B6.1 Pay our invoices on time.
• B6.2 Pay separately for any bespoke development or work outside the standard Services.
• B6.3 Keep your API keys, tokens and credentials secure and confidential, and not transfer or disclose them to any third party. You are responsible for use of the Services under your credentials.

B7. Liability

Clause A11 applies to this Agreement. In summary, and subject to the matters we cannot exclude by law: for business customers we exclude indirect and consequential loss and the categories of loss listed in A11, and our total liability in any 12-month period is limited to the greater of the Charges you paid in that period or GBP 100; for consumers, we are liable for foreseeable loss caused by our breach or lack of reasonable care and skill, and your statutory rights are unaffected.

B8. Events outside our control (force majeure)

Neither Party is liable for failure or delay caused by events beyond its reasonable control, including natural disasters, war, civil unrest, fire, strikes, or serious failures of network or infrastructure. This does not relieve the Client of the obligation to pay for Services properly performed before the event. If the event continues for more than 30 days, either Party may terminate on written notice.

B9. Term, termination and your data

• B9.1 The initial term is set out in the Commercial Offer and starts when access is provisioned.
• B9.2 Either Party may terminate on written notice if the other commits a material breach and fails to remedy it within 30 days, or becomes insolvent or ceases trading. Either Party may also terminate for convenience on 30 days’ written notice; termination for convenience does not oblige us to refund Charges for a period already provisioned, subject to consumers’ rights in clauses B3–B4.
• B9.3 On termination, your right to use the Services ends. For a period of 30 days afterwards you may request an export of your account data in a commonly used format; after that we may delete it, save where we must retain it by law. See our Privacy Policy for retention detail.
• B9.4 We may end the Services if we cease to operate the underlying platform; we will give as much notice as reasonably practicable.

B10. Confidentiality

Each Party will keep the other’s confidential information (including business practices and technical data) confidential and use it only to perform this Agreement, except where disclosure is required by law or a regulator. This clause survives termination.

B11. Complaints, disputes and governing law

• B11.1 If you have a complaint, please contact [email protected] first; we will try to resolve it promptly and in good faith. Consumers can find general guidance on their rights at gov.uk.
• B11.2 The Parties will try to settle any dispute amicably. A formal written pre-action claim should be made within a reasonable period, and the receiving Party will respond within one month.
• B11.3 This Agreement, and any dispute arising from it (including non-contractual disputes), is governed by the law of England and Wales, and the courts of England and Wales have jurisdiction (subject to a consumer’s right to bring proceedings in their home UK nation).

B12. General

Amendments must be in writing and signed (electronically or physically) by authorised representatives of both Parties. This Agreement, together with the Commercial Offer and the terms it incorporates, is the entire agreement between the Parties on its subject matter and supersedes prior discussions. Clauses A18.1–A18.5 (severability, waiver, assignment, third-party rights and notices) apply to this Agreement.

B13. Provider details