SaaS Agreement & Terms of Service

1.1. Subject to the terms of this Agreement, the SaaS Provider grants the Client a non-exclusive, non-transferable, revocable license to access and use the Setrlink platform according to their selected subscription plan (Starter, Growth, or Premium).

1.2. The SaaS Provider shall host and maintain the software, databases, and portals.

1.3. The Client shall not:

• Reverse engineer, decompile, or attempt to extract the source code of the platform.
• Sub-license, rent, lease, or resell access to the software to other logistics companies without prior written consent.
• Remove or alter any copyright or trademark notices belonging to Setrlink.

2.1. Subscription Fees: The Client agrees to pay the monthly subscription fees in Jamaican Dollars (JMD) corresponding to the selected plan:

• Starter Plan: US$99 per month
• Growth Plan: US$229 per month
• Premium Plan: US$479 per month (plus any applicable Native App Store setup fees)

2.2. Payment Terms: Subscription fees are billed in advance on a recurring monthly basis. Invoices are sent via email and must be paid within seven (7) days of the invoice date via Bank Transfer or online Credit Card checkout.

2.3. 14-Day Free Trial: If the Client signs up under a trial, they will have access to the system for 14 days without charge. If subscription payment is not received by the day after the trial ends, access will be locked automatically.

2.4. Late Payment & Suspension: If the Client’s account is past due by more than seven (7) days, the SaaS Provider reserves the right to immediately suspend access to all portals (Admin, Merchant, Driver, and Customer Storefront) until the balance is paid in full.

2.5. Taxes: All fees are exclusive of General Consumption Tax (GCT) where applicable, which shall be added to the invoice and paid by the Client.

3.1. Business Licenses: The Client is solely responsible for obtaining and maintaining all necessary Jamaican licenses, permits, and tax registrations (including a valid Taxpayer Registration Number — TRN) required to operate a logistics/courier business.

3.2. Driver Operations: The Client is responsible for vetting their drivers. The Client must ensure that all drivers:

• Hold a valid Jamaican driver’s license for the class of vehicle operated.
• Operate registered, roadworthy, and insured vehicles (with third-party or commercial delivery insurance coverage).

3.3. Merchant Agreements: The Client is solely responsible for entering into contracts, setting commission structures (default 15%), and settling payouts with their partner merchants.

3.4. Prohibited Goods: The Client agrees that the platform shall not be used to order, dispatch, or deliver illegal substances, unregistered firearms, contraband, or any goods prohibited under the laws of Jamaica.

4.1. No Liability for Logistics Operations: The SaaS Provider is a technology platform provider only. The SaaS Provider is NOT a delivery, logistics, or transport company and does not employ drivers, cook food, or fulfill orders.

4.2. No Liability for Incidents: The SaaS Provider shall not be held liable for:

• Any motor vehicle accidents, personal injuries, or deaths involving the Client’s drivers.
• Any theft, robbery, loss of cash-on-delivery payments, or loss of physical goods in transit.
• Food poisoning, spoilage, or merchant quality issues.
• Fraudulent online card transactions processed through integrated third-party payment gateways (e.g., WiPay).

4.3. System Availability Disclaimer: The software is provided “as is.” While the SaaS Provider targets a 99% system uptime, it does not guarantee uninterrupted service. The SaaS Provider is not liable for business revenue lost during temporary service outages or server maintenance.

4.4. Cap on Liability: The maximum cumulative liability of the SaaS Provider under this Agreement for any claim shall not exceed the total amount of subscription fees paid by the Client in the three (3) months preceding the claim.

5.1. Jamaica Data Protection Act (JDPA): Both parties agree to comply with the regulations of the Jamaica Data Protection Act.

5.2. Data Processing Roles: The Client is the “Data Controller” of the customer, driver, and merchant personal data entered into the system. The SaaS Provider acts as the “Data Processor” hosting and storing this data.

5.3. Security: The SaaS Provider shall implement industry-standard encryption and security measures to protect stored database records.

5.4. Data Ownership: All customer lists, order histories, merchant lists, and sales data uploaded by the Client remain the exclusive property of the Client. In the event of subscription cancellation, the Client may request an export of their database logs.

6.1. The SaaS Provider retains all rights, titles, and interests in and to the Setrlink software platform, including source code, database structures, web design templates, and algorithms.

6.2. The Client retains all rights, titles, and interests in their brand name, logo, custom domains, and marketing materials uploaded to the customer storefront.

7.1. Termination for Convenience: Either party may terminate this Agreement by providing thirty (30) days’ written notice to the other party.

7.2. Termination for Cause: The SaaS Provider may terminate this Agreement immediately without notice if:

• The Client files for bankruptcy or insolvency.
• The Client uses the platform for fraudulent or illegal operations in Jamaica.
• The Client remains suspended for non-payment for more than thirty (30) days.

7.3. Post-Termination: Upon termination, the Client’s access to all portals will be permanently deactivated. The SaaS Provider shall archive the database but is not obligated to retain the data for more than ninety (90) days post-termination.

8.1. This Agreement shall be governed by, construed, and enforced in accordance with the Laws of Jamaica.

8.2. Any disputes arising out of or in connection with this Agreement shall be referred to and finally resolved by the courts of Jamaica, sitting in Kingston.