1. Agreement
These Terms govern access to and use of Orchestrate, provided by Scheduled Outcomes, including the planning application, the driver companion app, and related services.
"Customer" means the business or organization that subscribes to or uses Orchestrate. "Users" means individuals authorized by the customer to access Orchestrate, including planners, administrators, and drivers.
2. The service
Orchestrate provides software for delivery planning and route optimization: managing depots, drivers, stops, orders, zones, rulesets, schedules, scenarios, and operational reporting.
Orchestrate may add, change, or remove features over time, provided that material changes do not substantially reduce the core service during an active paid subscription term without reasonable notice.
Optimization output is decision support. Routes, travel times, and estimates are computed from customer-provided data and third-party mapping services and may contain inaccuracies; the customer remains responsible for operational decisions, road-safety compliance, and working-time rules for its drivers.
3. Accounts and access
Customers are responsible for:
- Ensuring users are authorized.
- Keeping login credentials secure.
- Managing roles and permissions, including driver access.
- Promptly removing access for users who no longer need it.
- All activity that occurs through their accounts, except where caused by Orchestrate's breach of these Terms.
Users must not share passwords, bypass security controls, or access data they are not authorized to use.
4. Customer data
Customer data includes depots, drivers, stops, delivery addresses, orders, schedules, routes, delivery reports, notes, and other content submitted to Orchestrate by or for the customer.
The customer owns its customer data. Orchestrate may process customer data to provide, secure, support, improve, and operate the service, and as otherwise allowed by the customer agreement. The customer is responsible for the accuracy and legality of customer data submitted to Orchestrate — in particular for having a lawful basis to enter its drivers' personal data (such as home addresses used for route planning).
5. Acceptable use
Customers and users must not:
- Use Orchestrate for illegal, harmful, or fraudulent activity.
- Attempt to gain unauthorized access to systems, data, or accounts.
- Interfere with service performance or security.
- Upload malware or harmful code.
- Reverse engineer the service except where allowed by law.
- Use the service to infringe third-party rights.
- Submit data they do not have the right to process.
6. Subscriptions and payment
Subscription fees, plan limits (such as drivers, stops, zones, and orders), renewal terms, and payment schedules are set out on the pricing page, an order form, or a separate agreement. Unless otherwise agreed:
- Fees are payable in advance.
- Fees are non-refundable except as required by law or expressly agreed.
- Late payment may result in suspension after reasonable notice.
- Prices may change at renewal with reasonable notice.
- Trial periods convert or end as described at sign-up.
7. Third-party services
Orchestrate integrates with third-party services such as hosting, mapping, geocoding, routing, and payment providers. Orchestrate is not responsible for third-party services outside its reasonable control. Use of third-party services may be subject to separate terms and availability.
8. Intellectual property
Orchestrate owns the service, software, code, designs, optimization workflows, documentation, trademarks, and product improvements, except for customer data and third-party materials. Customers receive a limited, non-exclusive, non-transferable right to use the service during the subscription term according to these Terms and the applicable order.
Feedback may be used by Orchestrate to improve the service without restriction or obligation, unless otherwise agreed in writing.
9. Confidentiality
Each party may receive confidential information from the other. Each party must protect confidential information using reasonable care and use it only for the purposes of the relationship. Confidential information does not include information that is public, already known without restriction, independently developed, or lawfully received from another source.
10. Security and privacy
Orchestrate will use reasonable technical and organizational measures designed to protect the service and customer data, as described in the Privacy Policy. Customers are responsible for secure configuration, user access, endpoint security, and appropriate internal controls.
11. Suspension
Orchestrate may suspend access where necessary to:
- Prevent security risk or service abuse.
- Address non-payment after notice.
- Comply with law or provider requirements.
- Prevent harm to Orchestrate, customers, users, or third parties.
Orchestrate will use reasonable efforts to provide notice where practical.
12. Termination
Either party may terminate according to the applicable order form or written agreement. After termination, customer access may end and customer data may be deleted according to the retention policy or agreement. Orchestrate provides reasonable export options where technically and commercially practical.
13. Disclaimers
Orchestrate is provided on an "as is" and "as available" basis except as expressly stated in a written agreement. Orchestrate does not guarantee uninterrupted operation, error-free output, perfect route or travel-time accuracy, or that all customer business requirements will be met.
14. Limitation of liability
To the maximum extent permitted by law, Orchestrate's aggregate liability is limited to the fees paid by the customer in the 12 months before the event giving rise to the claim. Orchestrate is not liable for indirect, incidental, consequential, special, punitive, or lost-profit damages, except where such limitations are prohibited by law.
15. Indemnity
The customer will defend and indemnify Orchestrate against claims arising from customer data, unauthorized use, unlawful use, or breach of these Terms.
16. Governing law
[REVIEW] Governing law and venue have not been established for Orchestrate yet. This section must be completed with the operating entity's jurisdiction before public launch.
17. Changes
Orchestrate may update these Terms from time to time. Material changes will be communicated with reasonable notice. Continued use after the effective date means acceptance of the updated Terms, unless a separate signed agreement states otherwise.
18. Contact
Questions about these Terms should be sent to privacy@scheduledoutcomes.example.