OptiRoute Terms of Service
1. Provider and scope
1.1 The OptiRoute service (the "Service") is provided by [company name d.o.o.], [address], registration no. [__], tax no. [__], e-mail info@optiroute.si (the "Provider").
1.2 These terms govern the relationship between the Provider and the legal entity or sole trader that orders the Service (the "Customer"). The Service is for business customers only; consumer-protection rules do not apply.
1.3 These terms apply together with the order or quote, the Data Processing Agreement (annex) and the current price list. If an individual contract differs from these terms, the contract prevails.
2. The Service
2.1 OptiRoute is a web application for fleet management (vehicle register, bookings, travel orders, projects, reports) and route optimisation. The Service is ordered as slots per vehicle: a Fleet slot covers fleet management for one vehicle, and a Route-optimisation slot covers everything in a Fleet slot and also allows the vehicle to be used in route optimisation. The features are described on optiroute.si and in the price list.
2.2 The Service is provided as cloud software (SaaS). The Customer does not receive a copy of the software.
2.3 The Provider may develop and change the Service. It will not remove essential features the Customer pays for without at least 30 days' notice; in that case the Customer may terminate without a notice period.
2.4 Calculated routes, arrival times and costs are suggestions based on data entered by the Customer and on OpenStreetMap map data. They do not necessarily reflect current traffic, closures or local restrictions. The Customer and its drivers remain responsible for safe driving and for complying with traffic law and driving-time rules.
2.5 Travel orders and reports are generated from data entered by the Customer's users. The Customer is responsible for the accuracy of that data and for ensuring the documents meet the tax and other rules that apply to it.
3. User accounts
3.1 The Customer appoints an administrator who creates user accounts for its staff. The Customer is responsible for its users' actions and for keeping passwords secure.
3.2 The Customer informs the Provider immediately at info@optiroute.si of any suspected account misuse.
4. Free demo and pilot
4.1 Anyone may create a free demo account in the application. The demo account includes 1 vehicle with route optimisation and 1 route plan, which cannot be deleted. The demo is provided without charge and without any guaranteed availability. Using the demo does not create a paid subscription. [The Provider may delete demo accounts that have not been used for 6 months.]
4.2 To get more slots, the Customer sends a request with its company details from Profile → Subscription & billing in the application. The Provider contacts the Customer, and the paid subscription starts when the contract (order or quote) is signed.
4.3 By agreement, the Provider may offer a new Customer a 30-day guided pilot on its own data, with the slots agreed for the pilot. After the pilot the Service continues only if the Customer confirms an order; otherwise access is locked and the data is deleted after 30 days, unless agreed otherwise.
5. Prices and payment
5.1 The price list published on optiroute.si on the order date applies. Prices are in EUR excluding VAT.
5.2 The Service is billed by the number of slots the Customer has ordered (Fleet slots and Route-optimisation slots), not by the vehicles actually used. The number of the Customer's vehicles in the Service may not exceed the total number of its slots, and the number of vehicles with route optimisation switched on may not exceed the number of its Route-optimisation slots. The minimum bill is €30 per month excl. VAT; if the slots ordered cost less, €30 is billed.
5.2a Increasing slots: the Customer may add slots at any time in Profile → Subscription & billing. Added slots are billed from the following month. Decreasing slots: only on request to support (info@optiroute.si). A slot can be removed only after it has been billed for at least one full month; the change applies from the following month. Under an annual plan, slots cannot be decreased before renewal.
5.3 Monthly plan: billed monthly, no commitment, cancellable at the end of any month. Annual plan: 12-month commitment; the Customer pays 11 monthly amounts for 12 months (one month free). No other discounts apply unless agreed in writing. [Slots added during an annual plan are billed monthly until renewal, at the same 11/12 rate.]
5.4 Payment is due [15] days from the invoice date. For late payment the Provider may charge statutory default interest and, after a written reminder and a further 8 days, restrict access to the Service. Data remains stored during the restriction.
5.5 The Provider may change the price list with at least 30 days' notice. For annual plans the change applies only on renewal. A Customer who does not accept the change may cancel a monthly plan before the new price list takes effect.
6. Availability and support
6.1 The Provider aims for uninterrupted operation but does not guarantee a specific availability unless agreed in a separate written service-level agreement (SLA).
6.2 Planned maintenance is normally done outside working hours, with advance notice if it lasts longer than 30 minutes.
6.3 Support is available by e-mail at info@optiroute.si and by phone on working days from [8:00 to 16:00]. The Provider normally responds within one working day.
7. Customer data
7.1 All data the Customer enters into the Service remains the Customer's property. The Provider uses it only to provide the Service.
7.2 For personal data, the Customer is the controller and the Provider the processor. Processing is governed by the Data Processing Agreement, which forms part of these terms.
7.3 The Customer may export its data at any time (CSV, API).
7.4 After the contract ends, the Customer has 30 days to export its data. The Provider then deletes it; backups are deleted in the regular cycle within [35] days at the latest. On request, the Provider confirms the deletion in writing.
7.5 The Provider may use anonymised, aggregated usage data (e.g. number of routes calculated, calculation time) to improve the Service. Such data cannot identify the Customer or any individual.
8. Acceptable use
The Customer may not use the Service unlawfully, overload it (e.g. automated mass API calls beyond reasonable use), attempt to access other customers' data, reverse-engineer it, or resell it without the Provider's written consent.
9. Intellectual property
All rights in the software, trademark and documentation remain with the Provider. The Customer receives a non-exclusive, non-transferable right to use the Service for its business purposes for the duration of the subscription.
10. Liability
10.1 The Provider is liable under the law for damage caused intentionally or through gross negligence.
10.2 For other damage, the Provider's liability is limited to the amount the Customer paid for the Service in the 12 months before the event causing the damage.
10.3 The Provider is not liable for lost profit, indirect damage, damage caused by incorrect data entered by the Customer, or disruptions at third parties (internet, map data) outside its control.
10.4 The Provider does not guarantee any specific savings in distance, time or cost.
11. Term and termination
11.1 A monthly plan renews automatically for one month and an annual plan for one year, unless either party cancels in writing (e-mail is sufficient) at least [30] days before the end of the term.
11.2 Either party may terminate immediately if the other party materially breaches the contract and does not remedy the breach within 15 days of written notice.
12. Confidentiality
Both parties keep confidential all non-public information they learn about each other, also after the contract ends.
13. Changes to these terms
The Provider may change these terms by e-mail notice at least 30 days before they take effect. A Customer who does not accept the change may terminate before it takes effect.
14. Final provisions
14.1 The law of the Republic of Slovenia applies.
14.2 The parties will try to settle disputes amicably; otherwise the competent court in [Ljubljana] has jurisdiction.
14.3 These terms apply from [date].