DepotKeeper Terms of Service

Operator and contact details

Operator: Nanjing Gugua Gugua Technology Co., Ltd. (“we”, “us” or “DepotKeeper”) Contact email: support@depotkeeper.com Contact address: Building 2, N5, No. 2 Xianyao Road, Yaohua Subdistrict, Qixia District, Nanjing, Jiangsu, China

1. Acceptance of these Terms

These Terms apply to your access to or use of the DepotKeeper website, workspace, APIs and related support services (collectively, the “Services”). By completing registration, clicking acceptance, placing an order, signing an order or beginning to use the Services, you agree to these Terms and the DepotKeeper Privacy Policy. A person using the Services on behalf of an enterprise, warehouse, seller or other organisation confirms that they have sufficient authority to accept these Terms on behalf of that organisation.

2. Service positioning

DepotKeeper provides warehouse-management and fulfilment-collaboration software supporting inbound forecasts, receiving, inventory, bins, orders, picking, shipping, tracking and permission-based collaboration.

Unless otherwise agreed in writing, we are solely a software-service provider. We are not the seller of goods, an actual warehouse custodian, carrier, freight forwarder, customs declarant, insurer, importer or exporter. We do not possess, transport, inspect or control any goods. Quotes, handover of goods, warehousing, shipment, compensation, returns and other actual fulfilment matters between warehouses and sellers are agreed and borne by the relevant parties themselves.

Inventory, order, logistics and operational records in the system are generated from data submitted by authorised users or synchronised from third-party interfaces. They do not constitute our confirmation of the quantity, quality, condition, value, compliance, ownership or allocation of responsibility for any goods.

3. Accounts and permissions

You must provide true, accurate and complete account information and keep passwords, access tokens and devices secure. You must not rent, sell or lend accounts, bypass access controls, or allow unauthorised persons to use the Services.

Organisational users may appoint administrators. Administrators may invite members, configure permissions and establish or end warehouse-seller collaboration relationships. A person using the mobile on-site operations features must be expressly authorised by their warehouse or organisation and may perform receiving, putaway, picking and shipping actions only for the warehouse and business scope assigned to them. Organisational users are responsible for the actions of their administrators, members and invited users under their accounts. If you discover account compromise, credential disclosure, abnormal access or mistaken authorisation, you must notify us immediately.

4. User Data

“User Data” means data entered, imported or synchronised to the Services by you or authorised third parties, including company and shop information, products, SKUs, inventory, bins, inbound forecasts, orders, recipient information, addresses, logistics information, operational records and attachments.

You retain the rights you lawfully have in User Data. To provide, maintain, protect, support and improve the Services, you grant us a non-exclusive licence to process User Data as necessary during the service term. You represent that you have lawful rights and necessary authorisations for User Data and have fulfilled applicable notice, consent or other legal obligations.

Sellers, warehouses and their authorised members may access only the business data for which they are authorised. You must allocate permissions according to the principle of least necessity and regularly review members and collaboration relationships.

5. User obligations and prohibited or restricted goods

You must comply with applicable laws concerning goods, warehousing, transport, customs, tax, import and export controls, economic sanctions, consumer protection, intellectual property and data protection, and ensure that product information, dangerous-goods characteristics, declarations, labels, packaging, orders and recipient information are true, accurate and complete.

Unless expressly permitted by law, warehouse rules and carrier rules and all necessary licence, declaration, packaging and labelling requirements have been completed, you must not arrange or record through the Services the following goods or activities:

• Illegal, counterfeit, infringing, stolen or goods of unknown origin;
• Drugs, controlled substances, weapons, ammunition, explosives, fireworks and other high-risk goods;
• Dangerous goods, lithium batteries, chemicals, compressed gases, liquids or powders that have not been declared, packaged or transported in compliance with applicable requirements;
• Goods, counterparties or end uses that violate export controls, economic sanctions, customs restrictions or destination laws;
• Any goods or conduct that may endanger personnel, warehouses, carriers, consumers or the public interest.

If we reasonably suspect illegality, danger, infringement, fraud or a security risk, we may suspend relevant accounts, orders, inventory, features or third-party integrations. Where necessary, we may notify relevant collaborators, carriers or competent authorities. Disposal, return, fines, claims and reasonable costs caused by the responsible party will be borne by that responsible party.

6. Third-party services

The Services may allow connections to ecommerce platforms, carriers, payment, logistics, cloud or other third-party services. Enabling a connection authorises us to process and transfer relevant data to the extent necessary for the selected functionality. Third-party services are governed by their own terms and privacy policies. Their interface changes, rate limits, errors, delays, interruptions, charges or data-processing practices do not constitute our breach.

7. Fees and payment

Prices, billing methods, service periods, payment timing, renewals and refund rules for paid Services are governed by the order page, quotation, order or written agreement between the parties. You must pay fees and any applicable taxes, bank charges and cross-border payment charges in a timely manner. If payment is overdue, we may suspend paid features or terminate the relevant Services after reasonable notice.

8. Intellectual property

Intellectual property in the Services, software, interfaces, documentation, trademarks and improvements belongs to us or our licensors. Subject to your compliance with these Terms and payment of applicable fees, we grant you a non-transferable, non-sublicensable, non-exclusive licence, limited to the service term, for internal business use only.

Without our written permission, you must not copy, modify, rent, sell, transfer, reverse engineer, decompile, circumvent technical restrictions or otherwise use the Services to create competing products. We may use any feedback or suggestions you provide without charge.

9. Confidentiality

Non-public commercial, technical, operational, pricing, customer or data materials of one party learned by the other party under these Terms are confidential information. The receiving party may use confidential information only to perform these Terms and must protect it with reasonable measures. Where disclosure is required by law, the receiving party must, to the extent permitted by law, notify the disclosing party in advance.

10. Service availability and changes

We will use commercially reasonable efforts to provide the Services, but do not promise that the Services will never be interrupted, error-free or fully suitable for your particular purpose. You should independently export and back up important business records and complete necessary checks before irreversible actions such as shipping, inventory adjustments or bulk imports.

We may update, restrict, suspend or discontinue features due to maintenance, security, compliance, performance, changes in third-party dependencies or product upgrades. Where reasonably practicable, we will give advance notice, except in emergency security or compliance circumstances.

11. Disclaimers and limitation of liability

To the maximum extent permitted by applicable law, the Services are provided on an “as is” and “as available” basis. Except as expressly stated in these Terms, we make no express, implied or statutory warranties regarding uninterrupted operation, error-free operation, accuracy, merchantability, fitness for a particular purpose or non-infringement.

We are not responsible for loss, shortage, damage, deterioration, delay, mis-shipment, returned goods, customs detention, taxes, fines, recalls, consumer claims, carrier conduct, third-party service failures or disputes between warehouses and sellers, unless the loss is directly and solely caused by our wilful misconduct or negligence that cannot be excluded by law.

To the maximum extent permitted by applicable law, we are not liable for indirect, incidental, special, punitive or consequential losses, or for loss of profits, revenue, goodwill, business opportunities, data, or costs of substitute services. Except for wilful misconduct, gross negligence, personal injury, fraud, breach of confidentiality, intellectual-property infringement or liability that law prohibits from being limited, our aggregate liability in any consecutive twelve-month period is limited to the service fees you actually paid to us in the twelve months before the event giving rise to liability. If no fees were paid, liability is limited to RMB 1,000 or the minimum amount permitted by applicable law, whichever is higher.

12. Suspension, termination and data export

You may terminate the Services through the applicable ordering process. Termination does not affect payment obligations incurred before termination. If you materially or repeatedly breach these Terms, fail to make timely payment, create a security or compliance risk, or if law, regulators or rights holders require it, we may suspend or terminate all or part of the Services.

After termination, you must export User Data within the reasonable period we provide. After that period, we may delete, anonymise or restrict processing of User Data in accordance with the DepotKeeper Privacy Policy and applicable law, except for data that must be retained for legal, audit, security, dispute-resolution or backup-recovery purposes.

13. Updates, governing law and dispute resolution

We may update these Terms. For changes that materially and adversely affect your rights, we will give reasonable advance notice through the website, in-Service notices or the registered email address. Continued use of the Services after an update takes effect constitutes acceptance. If you do not agree, you must stop using the Services and terminate them as agreed.

These Terms are governed by the laws of the People’s Republic of China, excluding its conflict-of-laws rules, except where mandatory law at the user’s location provides otherwise. The parties must first consult in good faith to resolve disputes arising from these Terms or the Services. If no resolution is reached, the dispute will be submitted to the people’s court with jurisdiction at the operator’s domicile.