Terms & Conditions

Last updated: 20 May 2026

Introduction and Acceptance

These Terms and Conditions (the “Terms”) govern your access to and use of the OTO Fulfilment platform and related services (the “Services”) operated by OTO Technologies Ltd, trading as OTO Fulfilment (“OTO”, “we”, “us”, “our”). By registering for an account, signing an Order Form referencing these Terms, or otherwise accessing the Services, you (the “Customer”) accept these Terms and agree to be bound by them. If you do not agree, you must not access or use the Services.

These Terms are intended for business-to-business use only. The Services are not offered to consumers and are not designed for personal, family, or household use.

In these Terms: “Authorised User” means an individual you have permitted to access the Services under your account; “Customer Data” means any data you, or your Authorised Users, submit to or generate through the Services, including marketplace data retrieved on your behalf; “Documentation” means the user guides and technical documentation made available by OTO; and “Order Form” means any written or electronic order, quote, or subscription agreement between you and OTO referencing these Terms.

The Services

OTO Fulfilment is a cloud-based, multi-tenant Warehouse Management System (WMS) and Order Management System (OMS) for e-commerce merchants and third-party logistics (3PL) providers. The Services include, without limitation:

• Order ingestion, picking, packing, dispatch, and returns workflows
• Product catalogue, inventory, bin and location management, and stock allocation
• Integrations with third-party marketplaces (including Amazon and Shopify)
• Integrations with shipping couriers (including Royal Mail and Amazon Shipping)
• Label, invoice, and packing slip generation via print station orchestration
• Customer support ticketing with email ingestion via connected Google Workspace (Gmail) accounts
• AI-assisted support features (order and intent extraction, draft reply suggestions) provided through our ms-support-ai service

OTO may add, modify, or remove Services from time to time. Material changes affecting your use will be communicated as set out in the “Changes to These Terms” section below.

Account, Authorised Users, and Sub-Accounts

You must register for an account to access the Services. You agree to provide accurate, current, and complete information, to keep it up to date, and to safeguard your account credentials. You are responsible for all activity that occurs under your account and for the acts and omissions of your Authorised Users.

3PL Customers may operate “sub-accounts” within their tenancy on behalf of their own customers (merchants). The 3PL Customer remains the contracting party for these Terms and remains responsible for ensuring that each sub-account holder complies with these Terms and with any third-party terms applicable to integrations they connect.

You must notify OTO immediately at security@otofulfilment.com of any suspected unauthorised access to or use of your account.

Customer Data and Ownership

As between you and OTO, you retain all right, title, and interest in and to Customer Data. You grant OTO a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, process, and display Customer Data solely to the extent necessary to provide the Services, to maintain and improve the Services, and to comply with applicable law.

You warrant that you have all rights, consents, and authorisations necessary to submit Customer Data to the Services and to permit OTO’s processing of it as described in these Terms and the Privacy Policy.

Third-Party Integrations

The Services allow you to connect third-party accounts (including, for example, Amazon Selling Partner accounts, Shopify stores, Gmail mailboxes, and courier accounts). You represent and warrant that you are the rightful holder of, or are otherwise authorised to connect, each such third-party account, and that your use of those integrations complies with the applicable third party’s terms of service.

OTO is not responsible for the availability, accuracy, or performance of any third-party service, nor for any change to a third party’s API or terms that affects your use of an integration.

Google API Services User Data

Where you connect a Google Workspace (Gmail) account to enable customer support features, OTO accesses Google user data only through Google APIs and under OAuth 2.0 consent granted by you. This section describes how that data is accessed, used, and protected, and supplements the Privacy Policy.

Scopes Requested

OAuth Scope	Purpose
https://www.googleapis.com/auth/gmail.readonly	Read inbound support messages so they can be ingested as tickets in the OTO support inbox
https://www.googleapis.com/auth/gmail.send	Send agent replies back to your customers via your connected Gmail account, preserving thread context
https://www.googleapis.com/auth/gmail.modify	Apply labels and update thread state so processed messages are not re-ingested
https://www.googleapis.com/auth/userinfo.email	Identify the connected Gmail account so it can be associated with your OTO tenancy

Limited Use Commitment

OTO’s use of information received from Google APIs adheres to the Google API Services User Data Policy, including the Limited Use requirements. Specifically:

• We use Google user data exclusively to provide and improve the user-facing features described in the Services section above (support ticket ingestion, agent reply dispatch, and AI-assisted support features). We do not use it for any other purpose.
• We do not transfer Google user data to third parties except (a) as necessary to provide or improve the Services, (b) to comply with applicable law or valid legal process, (c) as part of a merger, acquisition, or sale of assets where the recipient is contractually bound to honour the commitments in this section, or (d) with your explicit consent.
• We do not use Google user data for serving advertising, including retargeting, personalised advertising, or interest-based advertising.
• We do not allow humans to read Google user data unless (i) you have given explicit consent for specific messages, (ii) it is necessary for security purposes such as investigating abuse, (iii) it is necessary to comply with applicable law, or (iv) the data has been aggregated and anonymised and is used for internal operations.

Artificial Intelligence and Machine Learning

OTO’s ms-support-ai service uses message content from your connected Gmail account to provide AI-assisted features, including extracting the likely order reference and customer intent from inbound messages, surfacing relevant knowledge base content, and generating draft reply suggestions for your agents. These features run through AWS Bedrock-hosted large language models within OTO’s EU infrastructure.

Where OTO fine-tunes machine learning models using your data, those fine-tuned models are scoped to your individual tenancy and are used solely to improve AI-assisted features for you. OTO does not use Google user data, including Gmail message content, to develop, improve, or train generic, generalised, or cross-tenant artificial intelligence or machine learning models, nor do we share Google user data with any third party (including any model provider) for the purpose of training such generic or generalised models.

Revoking Access

You may revoke OTO’s access to your Google account at any time by (a) disconnecting the integration from within the OTO Fulfilment platform, or (b) revoking access via your Google Account permissions page at https://myaccount.google.com/permissions. Upon revocation, OTO will cease accessing your Google account and will delete the associated OAuth refresh tokens. Messages already ingested into your OTO tenancy will be retained and disposed of in accordance with the Privacy Policy.

Marketplace Compliance

When you connect a marketplace integration, you must comply with that marketplace’s terms. In particular, where you connect an Amazon Selling Partner account, you warrant that you are an authorised user of that account under the Amazon Services Business Solutions Agreement and that your use of the Services in connection with Amazon complies with Amazon’s policies, including the Selling Partner API Acceptable Use Policy and Data Protection Policy.

OTO’s handling of Amazon Information, including buyer personally identifiable information accessed via Restricted Data Tokens, is described in the Privacy Policy. OTO reserves the right to suspend access to a marketplace integration where OTO reasonably suspects misuse or where required to do so by the relevant marketplace.

Acceptable Use

You agree not to, and not to permit any Authorised User or other person to:

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying ideas of the Services, except to the extent expressly permitted by applicable law
• Resell, sublicense, rent, lease, or otherwise make the Services available to third parties without OTO’s prior written consent (the 3PL sub-account model is expressly permitted)
• Use the Services to send spam, unsolicited marketing, or any communication that violates applicable anti-spam or telecommunications laws
• Upload, transmit, or process through the Services any content that is unlawful, infringing, defamatory, obscene, or harmful
• Attempt to access data belonging to another tenant, circumvent multi-tenant isolation, or probe, scan, or test the vulnerability of the Services without OTO’s prior written consent
• Use the Services to build a competing product or to benchmark the Services for the benefit of a competing product
• Interfere with or disrupt the integrity or performance of the Services

Fees and Payment

Fees for the Services are set out in the applicable Order Form or written quote between you and OTO. Unless stated otherwise, all fees are exclusive of VAT and other applicable taxes, which you are responsible for paying.

Invoices are payable within thirty (30) days of the invoice date unless the Order Form provides otherwise. Overdue amounts will accrue interest and reasonable debt-recovery costs as provided by the Late Payment of Commercial Debts (Interest) Act 1998 and the Late Payment of Commercial Debts Regulations 2013, calculated at the Bank of England base rate plus 8% per annum.

OTO may suspend the Services on notice if you fail to pay undisputed invoices within fourteen (14) days of a payment-default notice.

Trials and Beta Features

OTO may make trial accounts or beta features available from time to time. Trials and beta features are provided “as is”, without any warranty, indemnity, or service-level commitment, and may be modified or withdrawn by OTO at any time. The limitations of liability set out in these Terms apply with full force to trials and beta features, save that liability for trials and beta features is in any event limited to the maximum extent permitted by law.

Intellectual Property

The Services, the Documentation, and all related intellectual property rights are and remain the property of OTO and its licensors. These Terms grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the term of your subscription, solely for your internal business purposes and in accordance with these Terms.

If you provide OTO with feedback, suggestions, or ideas relating to the Services (“Feedback”), you grant OTO a perpetual, irrevocable, royalty-free, worldwide licence to use that Feedback for any purpose, without obligation to you.

Confidentiality

Each party (the “Receiving Party”) will keep confidential any non-public information disclosed by the other party (the “Disclosing Party”) that is marked confidential or that a reasonable person would understand to be confidential (“Confidential Information”). The Receiving Party will use Confidential Information only to perform under these Terms and will protect it with no less than reasonable care.

Confidential Information does not include information that (a) is or becomes publicly available without breach of these Terms, (b) was rightfully known to the Receiving Party before disclosure, (c) is rightfully received from a third party without confidentiality obligations, or (d) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information. The Receiving Party may disclose Confidential Information if required by law, provided that, where lawful, it gives prompt notice to the Disclosing Party.

Data Protection

Each party will comply with applicable data protection laws, including the UK General Data Protection Regulation and the Data Protection Act 2018. OTO’s handling of personal data, including the lawful basis for processing, retention periods, data subject rights, and security measures, is described in the Privacy Policy, which forms part of these Terms.

Where OTO processes personal data submitted by you or retrieved on your behalf from a connected integration, OTO acts as a processor (or sub-processor, where the marketplace is the controller) and you act as a controller (or, in the case of marketplace buyer PII, you are the seller through whom data-subject requests should be routed). The parties will enter into a separate data processing addendum if required for your operations, including where international data transfers require the UK International Data Transfer Agreement or the UK Addendum to the EU Standard Contractual Clauses.

Security

OTO maintains administrative, technical, and physical safeguards designed to protect Customer Data, including encryption in transit and at rest, role-based access control, multi-tenant isolation, and logging and monitoring. Full details are set out in the security section of the Privacy Policy.

Service Availability

OTO will use commercially reasonable efforts to make the Services available, but does not warrant uninterrupted or error-free operation. Planned maintenance will, where reasonably practicable, be conducted outside UK business hours and notified in advance. Unless an Order Form provides otherwise, the Services are provided without any service-level credit.

Warranties and Disclaimers

OTO warrants that the Services will perform substantially in accordance with the Documentation. Your sole and exclusive remedy for breach of this warranty is, at OTO’s option, to (a) re-perform the affected Services or (b) terminate the affected subscription and receive a pro-rata refund of fees pre-paid for the unused portion of the affected subscription.

Except for the express warranties in these Terms, the Services and all related materials are provided “as is” and OTO gives no other warranties, conditions, representations, or terms (express or implied by statute, common law, custom, or otherwise), including any implied warranties or terms of satisfactory quality, fitness for a particular purpose, non-infringement, or freedom from defects, all of which are excluded to the fullest extent permitted by law.

Limitation of Liability

Nothing in these Terms excludes or limits either party’s liability for (a) death or personal injury caused by negligence, (b) fraud or fraudulent misrepresentation, or (c) any other liability that cannot lawfully be excluded or limited.

Subject to the paragraph above, and to the maximum extent permitted by law:

• Neither party will be liable for any indirect, special, incidental, or consequential loss or damage, or for any loss of profit, loss of revenue, loss of goodwill, loss of anticipated savings, loss of business opportunity, or loss or corruption of data, whether arising in contract, tort (including negligence), under statute, or otherwise, even if advised of the possibility of such loss.
• Each party’s total aggregate liability arising out of or in connection with these Terms, whether in contract, tort (including negligence), under statute, or otherwise, will not exceed the total fees paid or payable by the Customer to OTO under these Terms in the twelve (12) months immediately preceding the event giving rise to the claim.

Indemnities

OTO will defend the Customer against any third-party claim that the Customer’s authorised use of the Services infringes that third party’s intellectual property rights, and will pay damages finally awarded by a court of competent jurisdiction (or amounts agreed in settlement approved by OTO), provided that the Customer (a) promptly notifies OTO of the claim, (b) gives OTO sole control of the defence and settlement, and (c) provides reasonable cooperation. OTO has no liability for claims arising from (i) modification of the Services other than by OTO, (ii) combination of the Services with materials not supplied by OTO, or (iii) use of the Services other than in accordance with the Documentation or these Terms.

The Customer will defend OTO against any third-party claim arising out of (a) the Customer’s breach of the Acceptable Use section, (b) the Customer’s breach of any third-party terms applicable to a connected integration, or (c) Customer Data that is unlawful or infringing, and will pay damages finally awarded by a court of competent jurisdiction (or amounts agreed in settlement approved by the Customer), subject to OTO providing prompt notice, sole control, and reasonable cooperation.

The indemnities in this section are subject to the Limitation of Liability section above.

Term and Termination

These Terms begin on the earlier of the date you accept them or the start date stated in the Order Form, and continue until terminated as set out below. Unless the Order Form provides otherwise, subscriptions renew on a rolling monthly basis and either party may terminate for convenience on thirty (30) days’ written notice expiring at the end of the then-current billing period.

Either party may terminate immediately on written notice if the other party (a) commits a material breach that, if capable of remedy, is not remedied within thirty (30) days of written notice, or (b) becomes insolvent, enters administration, or ceases to carry on business.

On termination, your right to access the Services ends. For thirty (30) days following termination, OTO will, on written request, make Customer Data available to you for export in a structured, commonly used format. Thereafter, Customer Data will be deleted or anonymised in accordance with the retention schedule in the Privacy Policy.

Suspension

OTO may suspend your access to the Services, in whole or in part, where (a) you have failed to pay undisputed fees as set out in the Fees and Payment section, (b) OTO reasonably believes a security incident, breach of the Acceptable Use section, or breach of third-party terms is occurring or imminent, or (c) suspension is requested by a marketplace partner or required by applicable law. OTO will lift any suspension as soon as the underlying cause has been resolved.

Changes to These Terms

OTO may amend these Terms from time to time. Material changes will be notified by email to the account-holder contact on file and posted on this page with an updated “Last updated” date. If you do not agree to a material change, your sole remedy is to terminate your subscription before the change takes effect. Continued use of the Services after a change takes effect constitutes acceptance of the revised Terms.

Force Majeure

Neither party will be liable for delay or failure to perform any obligation under these Terms (other than an obligation to pay fees) to the extent caused by events beyond its reasonable control, including acts of God, war, terrorism, civil disturbance, industrial action, governmental action, failure of public or third-party infrastructure (including marketplace APIs or cloud providers), or epidemic. The affected party will use reasonable efforts to mitigate the impact and resume performance.

Assignment and Subcontracting

You may not assign, transfer, or sub-contract your rights or obligations under these Terms without OTO’s prior written consent. OTO may assign or novate its rights and obligations under these Terms in connection with a merger, acquisition, reorganisation, or sale of all or substantially all of its assets, and may use subcontractors to perform the Services provided that OTO remains responsible for their performance.

Notices

Notices to OTO must be sent by email to admin@otofulfilment.com or by post to OTO Technologies Ltd, Unit 403 Glenfield Park Two, Blakewater Road, Blackburn, England, BB1 5QH. Notices to you will be sent to the email address associated with your account. Notices are deemed received on the next business day after sending by email or on the second business day after posting by first-class mail.

Third-Party Rights

A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of their provisions.

Severance

If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it enforceable, or, if it cannot be modified, severed from these Terms. The remaining provisions will continue in full force and effect.

Entire Agreement

These Terms, together with any Order Form and the Privacy Policy, constitute the entire agreement between you and OTO relating to the Services and supersede any prior agreements, representations, or understandings on the subject matter. In the event of conflict between these documents, the Order Form prevails over these Terms, and these Terms prevail over the Privacy Policy, except in respect of data protection matters where the Privacy Policy prevails.

Governing Law and Jurisdiction

These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any such dispute or claim.

Contact

OTO Technologies Ltd, trading as OTO Fulfilment.
Registered in England and Wales, company number 15147617.
Registered office: Unit 403 Glenfield Park Two, Blakewater Road, Blackburn, England, BB1 5QH.
Information Commissioner’s Office (ICO) registration number: ZC145907.

General enquiries: admin@otofulfilment.com
Data protection: privacy@otofulfilment.com
Security: security@otofulfilment.com