Terms of service

These Terms describe how Tiercube may be used.

Last updated: DRAFT

1. About these terms

These terms of service (the “Terms”) are an agreement between Morfose USA Inc., 3920 Tollhouse Drive, Naples, FL 34114, United States (“Tiercube”, “we”, “us”) and the company or other organisation that signs up for Tiercube (the “Customer”, “you”). They cover the Tiercube web application and any related services (the “Service”).

Tiercube is a business-to-business service. It is not offered to consumers. The person who accepts these Terms confirms that they are authorised to bind the Customer. If you have a signed order form with us (for example, an Enterprise agreement), the order form takes priority over these Terms where they conflict.

Our privacy policy, data processing agreement (“DPA”) and cookie policy form part of these Terms.

2. What Tiercube does

Tiercube helps warehouses and distributors plan outbound shipments of mixed-SKU orders. From an order and your product catalog, the Service:

• plans pallets: which cases go on which pallet, in which layer, with a 3D view and a printable build card;
• plans truck and container loads: how planned pallets fit into a trailer or container you choose;
• writes freight quote requests: an email text describing the load, addressed to carriers you list, and a place to record and compare the quotes you receive.

Pallet and load plans are calculated in your web browser. When you save a plan, our servers check it for internal consistency (for example, that every case in the order appears on a pallet exactly once) and store it. Order PDFs you open in the planner are read in your browser; the file itself is not uploaded to our servers.

Tiercube is not a carrier, freight broker or freight forwarder. We do not book, transport or insure freight, we do not negotiate rates, and we are not a party to any agreement between you and a carrier. Quotes are between you and the carrier.

Some features shown on our website are marked “roadmap”. They are not part of the Service until we release them.

3. Load safety: plans are recommendations

Every pallet plan, truck plan and container plan produced by Tiercube is a recommendation, not an instruction and not a guarantee that a load is safe, stable or legal. The person or company that builds, loads and ships the freight is responsible for securing and checking every load.

In particular, you and your loaders remain responsible for:

• checking each pallet and load physically before it moves, and rebuilding it if it is unstable, overhanging, crushed or damaged;
• wrapping, strapping, blocking, bracing and otherwise securing freight, and following the cargo securement rules and carrier requirements that apply to the shipment;
• respecting the rated capacity of pallets, racking, forklifts, trailers and containers, and legal gross, axle and height limits;
• deciding whether fragile, hazardous, temperature-controlled or unusually shaped goods need handling that the plan does not show;
• the accuracy of the data the plan is based on: case dimensions, weights, “this side up”, stackability, fragility and top-load limits in your catalog, and the quantities in your orders. A plan built on wrong data will be wrong.

Do not use a plan if what you see on the floor differs from it. To the maximum extent permitted by law, Tiercube is not responsible for damage to goods, vehicles or property, or for injury, arising from how a load was built, secured, checked or moved (see section 15).

4. Accounts and roles

Signing in

Users sign in with a one-time sign-in link sent to their email address, or, if the Customer’s user chooses it, with their Google account. Sign-in links expire after 15 minutes and work once. You are responsible for keeping access to the email accounts and Google accounts used to sign in, and for telling us promptly at hello@themorfose.com if you believe an account has been compromised. Any user can sign out of all devices from their account.

Company workspace and roles

Each Customer has a company workspace. Users are invited by email and given one of four roles:

Invitations expire after 7 days. The Customer is responsible for who it invites, for the roles it assigns, for removing users who should no longer have access, and for everything done under its users’ accounts. Floor users are unlimited on every plan.

5. Acceptable use

You will use the Service only for your own business operations and in line with applicable law. You will not, and will not allow anyone to:

• try to access another customer’s data, or probe, scan or test the Service for vulnerabilities without our written permission (we welcome responsible reports at hello@themorfose.com);
• get around usage limits, rate limits or the pallet quota, for example by creating extra workspaces to plan the same orders;
• use the Service to build a competing product, or copy, scrape, decompile or reverse-engineer it except where the law allows this despite this restriction;
• upload malware, or content that is unlawful or that you have no right to use;
• put information into the Service that it is not designed for, such as payment card numbers, health data or government ID numbers;
• resell or sublicense the Service unless we have agreed this in writing.

6. Freight quote request emails

Tiercube writes a quote request for each carrier you choose. Today, the Service does not send these emails itself: you copy the text, or Tiercube opens a draft in your own email program and you press send. We plan to add sending from Tiercube. When we do, this section also applies to emails sent through us, and we will say so in the product before you send.

Whichever way the email goes out, you are the sender and you are responsible for it. You agree to:

• send quote requests only to carriers, brokers and forwarders you work with or have a genuine reason to ask for a price for one of your shipments;
• not use quote requests for bulk or unsolicited marketing, and not add recipients you have bought, rented or scraped;
• stop contacting a recipient who asks you to, and remove them from your carrier list;
• make sure the load details you send are accurate, and follow the laws on commercial email that apply to you and the recipient, such as the US CAN-SPAM Act, Turkish Law No. 6563 on electronic commerce, and data protection law.

When sending through Tiercube is available, we may set daily sending limits, pause sending from a workspace that generates bounces or complaints, and keep a suppression list of recipients who have asked not to be contacted. We will tell you when we pause sending and why.

7. Plans, pallet quota and trial

Plans are priced by the number of pallets you plan each month, as published on our pricing page. The prices on that page are a draft until launch. The counting rules are:

• A pallet counts once. Each pallet counts once, for the order it was planned for, when the plan is saved. Re-planning the same order, or changing a quantity, only counts pallets above the highest number already counted for that order. Saving the same order with the same lines and settings again counts nothing.
• Trucks and quotes are included. Loading pallets into a truck or container and writing freight quote requests never count against the quota.
• 10% buffer, no overage fees. When you reach your monthly quota, you can keep saving new pallets up to 10% above it. After that, saving a plan that adds new pallets is refused until the next month starts or you move to a larger plan. We do not charge overage fees.
• Saved plans never lock. Even at quota, plans you have already saved still open, print and share, and their status can still be updated.
• The month. Until online billing launches, the quota month is the calendar month in UTC. After billing launches, it follows your billing period.

Free trial. At launch, new Customers get a 14-day free trial with no credit card and a smaller pallet quota of 200 pallets. At the end of the trial you can choose a paid plan; if you don’t, saving new plans stops and your data is handled as described in section 17.

Warning emails. Tiercube emails a company’s owners and admins 3 days before its trial ends, when the trial ends, and when the month’s pallet usage reaches 80% and 100% of the quota, each warning once per trial end date or per month. Like the deletion emails in section 17, these are built into the Service and start going out once our email delivery provider is connected.

8. Fees and payment

Online billing is not live yet. When it launches:

• fees are charged in advance for each monthly or yearly billing period, and renew automatically until cancelled (under legal review);
• payments are processed by a third-party payment processor (see our subprocessors). We do not store full card numbers;
• fees exclude taxes, which you pay where applicable (under legal review);
• fees already paid are non-refundable except where required by law or stated in an order form (under legal review);
• we will give at least 30 days’ notice of a price change, which applies from your next billing period.

Enterprise pricing and terms are agreed in an order form.

9. Your data

“Customer Data” means the information you and your users put into the Service: your catalog, orders and order lines, customer names you enter, saved plans, warehouse addresses, company settings, carrier details and quotes.

• You own Customer Data. You give us a limited right to host, copy, process and display it only to provide, secure and support the Service for you, and as described in the DPA.
• For Customer Data that is personal data, you are the controller and we are your processor. The DPA applies.
• You are responsible for having the right to put Customer Data into the Service, including any notices or consents your customers, employees or carriers need.
• We record how the Service is used (for example, how many pallets were counted for each order, and how many database rows a plan save used) to bill you, enforce quotas, run the Service and understand our costs. We may use this usage data in aggregated form that does not identify you or reveal your plans. We do not sell Customer Data and do not use it for advertising.
• Some features keep data only in your browser today, not on our servers: the freight carrier list and recorded quotes, the vehicle planner’s settings, and any catalog you use without signing in. That data is not backed up by us and is lost if the browser’s storage is cleared.

10. Our intellectual property

We own the Service, including the planning software, its design and documentation. These Terms give you a non-exclusive, non-transferable right to use the Service during your subscription. If you send us suggestions or feedback, we may use them without obligation to you.

11. Third-party services

If a user signs in with Google, Google’s own terms apply to that account. Carriers you contact, and email programs you use to send quote requests, are third parties; we are not responsible for them. We list the service providers that process data for us on the subprocessors page.

12. Availability and support

We work to keep the Service available and to fix problems quickly, but we do not offer a service level agreement (SLA) unless one is included in an Enterprise order form. The Service may be unavailable during maintenance, provider outages or events outside our control. Support is provided by email at hello@themorfose.com Monday to Friday, 9:00–17:00 US Eastern Time; we aim to reply within two business days.

Because saved plans can be printed as build cards, we recommend keeping printed or downloaded copies of plans for loads that are about to ship.

13. Confidentiality

Each party will protect the other’s non-public information with reasonable care, use it only for the purposes of these Terms, and share it only with people who need it and are bound by similar obligations. This does not apply to information that is public, already known, independently developed, or that must be disclosed by law (with notice where legally allowed).

14. Warranty disclaimer

We will provide the Service with reasonable skill and care. Apart from that, and to the maximum extent permitted by law, the Service is provided “as is” and “as available”. We do not warrant that it will be uninterrupted or error-free, that plans will be optimal or suitable for any particular load, or that any carrier will respond or quote. Section 3 (load safety) applies in all cases.

15. Limitation of liability

To the maximum extent permitted by law:

• neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or data, even if told they were possible;
• Tiercube is not liable for loss or damage to goods, vehicles, equipment or property, or for personal injury, arising from building, securing, checking, loading, transporting or unloading freight, whether or not a Tiercube plan was used;
• each party’s total liability arising out of or relating to these Terms is limited to the greater of the fees you paid for the Service in the 12 months before the event giving rise to the claim, or USD 100.

These limits do not apply to your payment obligations, to either party’s indemnity obligations, to breach of section 5, or to liability that cannot be limited by law (for example, for fraud, or for gross negligence or wilful misconduct where the law does not allow a limit). (under legal review)

16. Indemnity

You will defend and indemnify Tiercube against third-party claims arising from (a) loads you or your contractors built, secured, loaded or shipped, (b) quote request emails and other messages you send, (c) Customer Data, or (d) your breach of section 5. We will defend and indemnify you against third-party claims that the Service, used as permitted, infringes their intellectual property rights. The indemnified party must notify the other promptly and allow it to control the defence. (under legal review)

17. Termination, data export and deletion

You can stop using the Service at any time. Paid subscriptions end at the end of the current billing period. We may suspend or end your access if you materially breach these Terms and do not fix the breach within 14 days of notice, immediately if suspension is needed to protect the Service or other customers, or if you do not pay.

Export. Owners and admins can export the company’s data from Settings at any time until the deletion job starts, including during the deletion waiting period. The export is one machine-readable JSON file containing the company details and settings, the plan package, members (email address, role and date joined only), warehouse addresses, the catalog (including deactivated items), saved plans with all their versions, pallet usage records, the record of warning emails sent (type, date and delivery status) and the audit log (without IP digests). The catalog can also be downloaded as a CSV file in the same format the catalog import accepts. Each export is recorded in the audit log.

Company deletion. Only an owner can ask for the company workspace to be deleted, by typing the company’s name to confirm. Pending invitations are cancelled at once and are not restored if the deletion is cancelled. The workspace then becomes read-only for a 30-day waiting period: members can still open and print saved plans, owners and admins can still export, and any change to the workspace’s data is refused. An owner can cancel the deletion at any time until the deletion job starts, including after the 30 days if the job has not started yet. When the waiting period ends, our daily deletion job removes Customer Data from our live database in batches; for a large workspace this can take more than one day. Our database provider keeps point-in-time recovery history for up to 30 days, so deleted data leaves that history within a further 30 days after it is removed.

A few records remain after deletion, as security and billing evidence: a closed record of the company (its internal ID, a short hash of its former name, its country, language and time-zone settings, and dates); the audit log, with IP digests and before/after values removed; per-month pallet totals, without order numbers or plan contents; records of quota adjustments made by Tiercube staff; the record of warning emails sent (type, date, delivery status and number of recipients, without email addresses); and counts of database rows used per plan save. These records are kept for seven years.

The Service shows the planned deletion date to every member while the waiting period runs. Tiercube also emails the company’s owners when deletion is requested (with the deletion date and how to cancel) and when it is cancelled, and emails a user when deleting their account deletes a company in which they were the only member. These emails are built into the Service and start going out once our email delivery provider is connected (see subprocessors); until then, the deletion date is shown only in the Service.

Deleting a user account. Any user can delete their own account from Settings, by typing their email address to confirm. If the user is the only owner of a company that has other members, deletion is refused until they make another member an owner or delete the company. Otherwise:

• the user leaves every company they belong to;
• any company in which they are the only member is deleted immediately, without a waiting period and without the option to cancel (the Service lists these companies before the user confirms); its data is removed by the next run of the daily deletion job, as described above;
• their sessions and pending sign-in links are deleted and they are signed out;
• their email address is replaced, on the account and on invitations they accepted, with a placeholder derived from their internal user ID (not from the email address), and their name, Google account link, staff role and last sign-in date are erased;
• their internal user ID remains, so audit log entries and saved plans in companies that continue stay linked to that ID, which no longer resolves to a name or email address. IP digests are removed from the audit log entries recording their actions; the before/after values in those entries stay.

Signing up again later with the same email address creates a new account that is not connected to the deleted one.

Sections 3, 9, 10, 13 to 17 and 19 to 20 survive termination.

18. Changes to these terms

We may update these Terms. For material changes, we will tell account owners by email or in the Service at least 30 days before the change takes effect. If you do not agree, you can stop using the Service before then; continuing to use it after the effective date means you accept the change. The date at the top of this page shows the current version.

19. Governing law and disputes

These Terms are governed by the laws of the State of Florida, United States, without regard to conflict-of-law rules. Disputes will be heard in the state or federal courts located in Collier County, Florida, and each party submits to their jurisdiction. Mandatory law of a Customer’s own country continues to apply where it cannot be excluded by contract. (under legal review)

20. General

These Terms, together with any order form and the documents they refer to, are the whole agreement about the Service. If a provision is unenforceable, the rest remains in effect. Neither party may assign these Terms without the other’s consent, except to a successor in a merger or sale of substantially all of its business. Neither party is liable for delays caused by events beyond its reasonable control. Notices to us go to hello@themorfose.com; notices to you go to the email address of the workspace owner.

21. Contact

Morfose USA Inc.
3920 Tollhouse Drive, Naples, FL 34114, United States
Email: hello@themorfose.com