Nutzungsbedingungen

Please carefully read this agreement before using the service. By using the service, clicking “Agree,” or otherwise indicating your acceptance of this agreement, you are agreeing to be bound by its terms. If you are accepting this agreement on behalf of your employer or another entity for whose benefit this service is being used, you represent and warrant that you have the necessary authority to do so. If you have a written agreement with Taskroad for these services, that agreement will take precedence over the agreement below.

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This agreement is between Taskroad LLP., a London corporation (Taskroad), and the customer agreeing to this agreement (Customer)

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1.DELIVERY MANAGEMENT SERVICE.
This agreement pertains to the Service which is an internet-based software that helps manage deliveries. The Customer will be granted access to this Service according to the terms specified in their order, as well as the Taskroad mobile applications.
2. USE OF SERVICE.
1.Trial: If the Customer has not committed to paying for the Service, they will be considered to be in a trial period, as determined by Taskroad. It should be noted that during this trial period, the Service will be provided in its current condition, without any warranties or guarantees. Any data associated with the trial may be deleted once the trial period has expired, unless the Customer opts to convert to a paid account.
2. Ownership of Data. Any data uploaded by the Customer to the Service will remain the exclusive property of the Customer (Customer Data). However, the Customer grants Taskroad the right to use the Customer Data solely for the purpose of providing the Service under this agreement. During the term of this agreement, the Customer may generate reports or export certain Customer Data, subject to the functionality of the Service.
3.Contractors and Employee Access and Usage: Customer is permitted to grant access to the Service to its contractors and employees, provided that such access is for the exclusive benefit of Customer and in accordance with the terms of this agreement. Customer is responsible for ensuring that its contractors and employees comply with the terms of this agreement.
4. Responsibilities of Customer. By using the Service, Customer agrees that they will (i) safeguard and keep confidential their passwords; (ii) be solely responsible for all activities in their account and any Customer Data; (iii) make reasonable efforts to prevent any unauthorized access to their account, and inform Taskroad immediately if they become aware of any such unauthorized access; and (iv) use the Service in accordance with the User Guide and applicable laws.
5. Taskroad Support. Taskroad must provide customer support for the Service under the terms of Taskroad’s Support and Maintenance Terms (Support), and is incorporated into this agreement for all purposes.
6. Privacy: Taskroad is committed to protecting the privacy of its customers and users. The Taskroad Privacy Policy outlines the types of personal information that may be collected, how that information may be used and shared, and the measures taken to protect that information. By using the Service and mobile apps, Customer agrees to the terms of the Privacy Policy, which may be updated from time to time. Taskroad encourages its customers to review the Privacy Policy periodically for any changes.
7. API Usage. Taskroad allows access to its application-programming interface (API) as part of the Service, without any additional fee. By using the API, Customer agrees to a non-exclusive, non-transferable, and terminable license to interact with the Service through the API, subject to the terms of this agreement.

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To ensure reasonable usage, Customer may not use the API in a way that Taskroad reasonably determines as excessive, abusive, or exceeding reasonable request volume. Taskroad reserves the right to suspend or terminate Customer’s access to the API temporarily or permanently if Customer fails to comply with any part of the API.

Taskroad may modify or remove existing endpoints or fields in API results with at least 30 days prior notice to Customer, but will make reasonable efforts to support the previous version of the API for at least 6 months. Taskroad may also add new endpoints or fields in API results without prior notice to Customer.

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The API is provided on an “AS IS” basis, and Taskroad shall not be liable to Customer for any change, temporary unavailability, suspension, or termination of access to the API.

3. Beta Releases. On occasion, Taskroad may grant access to early-stage products, such as alpha or beta releases, to the Customer (“Beta Releases”). While Taskroad may provide some assistance with Beta Releases, the Customer acknowledges and agrees that any Beta Release is provided “as is” and “as available”. Beta Releases may not be complete, fully functional, and may contain bugs, errors, omissions, and other issues for which Taskroad will not be held responsible. As such, any use of a Beta Release is at the Customer’s sole risk. Taskroad does not guarantee the release of future versions of a Beta Release. Taskroad reserves the right to terminate the Customer’s access to any Beta Release at any time, without liability, for any reason or no reason, in Taskroad’s sole discretion.
4. SERVICE LEVEL AGREEMENT & WARRANTY.
1. Warranty Taskroad provides the following warranty to Customer: (i) the Service will be available online for a minimum level of availability each month as specified in the chart below, subject to exceptions such as maintenance outages, events beyond Taskroad’s control, and outages caused by Customer technology or third party vendor issues; (ii) the functionality and features of the Service will not materially decrease during any paid term, though they may change over time; and (iii) the Support provided to Customer will not materially degrade during any paid term, though it may change.

2. LIMITED REMEDY. If Taskroad fails to meet the warranty in (i) above, Customer’s sole and exclusive remedy is limited to Taskroad providing a credit for the applicable month, as outlined in the chart above, or a refund if this agreement is not renewed. To be eligible for this remedy, Customer must notify Taskroad of the breach within 30 days of the end of the relevant month. This remedy shall be Customer’s sole remedy and Taskroad’s sole obligation for any failure to meet the warranty in (i) above.
3. DISCLAIMER Taskroad makes no other warranties, express or implied, including but not limited to implied warranties of merchantability, title, and fitness for a particular purpose. Taskroad takes reasonable measures to ensure the security of the Service, but cannot guarantee that the Service will not be compromised. Customer acknowledges that the Service may contain errors and interruptions may occur during its use.

5. PAYMENT AND ORDERING.
1.Customer is required to pay all fees in accordance with the order, and if the fees are not specified, then within 30 days of receiving an invoice. Prepaid fees are non-refundable, except as otherwise stated in this agreement. Customer is responsible for the payment of all sales, use, withholding, VAT, and other similar taxes. If a payment is not received on time, Taskroad may choose to charge interest on the late payment at a rate of 1.5% per month (or the highest rate allowed by law, if lower). This agreement involves one or more orders for the Service, which are subject to the terms of this agreement. Customer must provide up-to-date, complete, and accurate billing and credit card information. Customer agrees to bear all collection costs, including attorney’s fees and costs, on any unpaid balance. In some cases, the issuer of the Customer’s credit card may levy a foreign transaction fee or related charges, which Customer will be held responsible for paying.
2.A task is the central unit of work in the Service, representing either a pickup or delivery at a designated location. Tasks are considered completed, and thus counted for billing, only when they are marked as “Completed” using Taskroad’s driver app, driver app SDK, dispatcher dashboard, or API call.
3.Additional Tasks: If a customer exceeds the number of tasks included in their plan during any given month, they will be charged for the additional tasks at the rate specified above

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Billing:
Annual plans
1.For annual plans, the subscription fees are invoiced in their entirety and are due within 7 days of receipt.
2.Additional tasks and telephony usage are invoiced on the 1st day of the month following the usage and will be automatically charged to the credit card on file.

Monthly Plans:
1. Invoiced on the 1st of the month.
1. Includes current month Subscription Fee and prior month’s additional task and telephony usage. Charged automatically to the credit card on file.

Customers have the flexibility to upgrade their plan at any time, which will initiate a new billing cycle for either a monthly or annual period, depending on the customer’s chosen billing frequency.

Each order will automatically renew for additional periods based on the original duration ordered, unless either party provides notice of non-renewal at least 45 days prior to the renewal date. Taskroad may update the pricing and notify the customer accordingly.

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MUTUAL CONFIDENTIALITY.
1. Definition of Confidential Information: Confidential Information refers to any information that is disclosed by one party (Discloser) to another party (Recipient), whether verbally or in writing, and is not publicly available. This includes information that is designated as confidential or that should be understood as confidential based on the nature of the information and the context of the disclosure. Taskroad’s Confidential Information encompasses the Service, which includes the user interface design, layout, and non-public pricing information, among other things.
2.Protection of Confidential Information. The Recipient is obligated to take reasonable care to maintain the confidentiality of the Confidential Information provided by the Discloser, using the same level of care it uses to protect its own confidential information. The Recipient must not disclose or use the Confidential Information for any purpose outside the scope of the agreement. Additionally, the Recipient must make commercially reasonable efforts to restrict access to the Discloser’s Confidential Information to only those employees and contractors who require access for purposes consistent with the agreement, and who have signed confidentiality agreements with the Recipient that are no less restrictive than the confidentiality terms of this agreement.
3.Exclusions. There are certain exclusions to what is considered Confidential Information, which includes: (i) information that is publicly known without any breach of obligation to the Discloser, (ii) information that was already known to the Recipient before it was disclosed by the Discloser without any breach of obligation, (iii) information that is received from a third party without any breach of obligation to the Discloser, or (iv) information that is independently developed by the Recipient without using or accessing the Confidential Information. The Recipient may disclose Confidential Information if required by law or court order, but must provide advance notice to the Discloser to seek a protective order.
4.Security Measures. Taskroad will take necessary measures to protect Customer’s Confidential Information and Customer Data, which includes: (i) implementing and maintaining reasonable security measures that are appropriate to the nature of the Confidential Information, such as technical, physical, administrative, and organizational controls, to ensure the confidentiality, security, and integrity of the information and data; (ii) implementing and maintaining industry standard systems and procedures to detect, prevent, and respond to attacks, intrusions, or systems failures, and regularly testing and monitoring the effectiveness of these safeguards; (iii) designating an employee or employees to coordinate the implementation and maintenance of security measures; and (iv) identifying foreseeable risks, both internal and external, to the security, confidentiality, and integrity of information and data, and assessing the adequacy of existing safeguards to manage these risks.
5.Notice of Data Breach.
If Taskroad becomes aware that Customer’s Confidential Information or Customer Data has been accessed, disclosed, or acquired without proper authorization and in violation of the terms of this agreement, Taskroad will promptly notify Customer of such data breach within two business days. Taskroad will take immediate actions, including preserving forensic evidence and addressing the cause of the data breach. Taskroad will prioritize correcting the data breach and allocate necessary resources to resolve the issue expeditiously. Taskroad will provide Customer with all relevant information to fully understand the nature and extent of the data breach. If Customer deems it necessary, in its sole reasonable discretion, Customer may notify affected parties of the data breach. Taskroad will consult with Customer on appropriate steps for notifying third parties in a timely manner. Taskroad will also inform Customer of the actions taken or planned to minimize any harmful effects or unauthorized use, disclosure, or access to the Confidential Information.

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Taskroad property.
1.Preservation of Rights. The software, process flows, user interfaces, designs, specialized knowledge, and other technologies delivered by Taskroad as an element of the Service are the sole property of Taskroad and its licensors. All rights, ownership, and interests in relation to such components, including all affiliated intellectual property rights, shall be retained by Taskroad exclusively. The Customer is forbidden from altering or eradicating any proprietary indicators or restrictive legends contained within the Service. Taskroad reserves any rights not explicitly conferred in this Agreement.

2.Prohibitions. The Customer is prohibited from (i) bartering, exchanging, letting, or sublicensing the Service; (ii) employing the Service to store or transmit materials that violate rights, represent unsolicited marketing communications, or are defamatory, unlawful, tortious, or otherwise undesirable, or to store or transmit materials contravening third-party rights; (iii) undermining the integrity or functionality of the Service; (iv) pursuing unauthorized entry to the Service or affiliated systems or networks; (v) disassembling the Service; or (vi) accessing the Service with the aim of devising a rival service or product, or replicating any aspect, functionality, or graphic for competitive objectives.

3.Anonymized Data Utilization. During and subsequent to the term of this Agreement, Taskroad may employ and retain all anonymized data within the Service for the improvement of the Service, aggregated statistical assessment, technical assistance, and various internal and external commercial purposes.

4.Portable Software. Taskroad may supply software enabling access to the Service via a mobile apparatus. To utilize the software, the Customer must possess a compatible mobile apparatus. Taskroad disavows any guarantee concerning the compatibility of the software with the Customer’s mobile apparatus. The Customer may consume mobile data in conjunction with the software and may incur supplementary charges from their wireless provider. The Customer consents to assume sole responsibility for such charges. The Customer acknowledges that Taskroad may sporadically release new iterations of the software and may automatically update the software version on the Customer’s mobile apparatus. The Customer grants permission for these automatic updates and concurs that the provisions of this Agreement shall apply to all such updates. If the mobile software is procured from an Apple platform (App Store Software), the supplementary terms in Exhibit A shall apply.

CCPA Adherence. To the extent that the California Consumer Privacy Act of 2018 (as amended from time to time, the “CCPA”) pertains to Customer Data and for the purposes of this section:
“Business Relationship” refers to the direct commercial association between the Customer and Taskroad, which encompasses the parties’ utilization of Customer Data as stipulated in the Agreement.
“Customer Data” includes any data that Taskroad obtains or gathers directly or indirectly from the Customer and/or the Customer’s patrons or users under the Agreement.
“Customer Personal Information” denotes any Customer Data that constitutes Personal Information as delineated by, and subject to, the CCPA.
“Services” represent Taskroad’s execution of its duties and exercise of its privileges under the Agreement and its performance of the Services.
Taskroad shall not retain, employ, or disclose Customer Personal Information for any purpose other than executing the Services or as permitted by the CCPA, including retaining, using, or disclosing Customer Personal Information for a commercial purpose (as defined in the CCPA) other than providing the Services.
Taskroad shall not (a) sell any Customer Personal Information; (b) retain, use or disclose any Customer Personal Information for any purpose other than executing the Services, including retaining, using, or disclosing Customer Personal Information for a commercial purpose (as defined in the CCPA) other than the provision of the Services; or (c) retain, use or disclose Customer Personal Information beyond the Business Relationship or in a manner that contravenes the Agreement. Taskroad hereby attests that it comprehends its obligations under this clause and commits to abide by them.

8 DURATION AND DISSOLUTION.

1.Tenure. This agreement persists until all orders have lapsed or are terminated under Section 8(b) below.

2.Reciprocal Termination for Substantial Breach. If either party is in substantial breach of this agreement, the other party may dissolve this agreement at the conclusion of a written 30-day notice/rectification period, provided the breach has not been remedied.

3.Recovery of Customer Data. Within 60 days following termination, upon request, Taskroad will make the Service accessible for Customer to export such data as outlined in Section 2(b).
Following this 60-day period, Taskroad bears no obligation to preserve the Customer Data and may dispose of it.

4.Restitution of Taskroad Property Upon Dissolution. Upon the termination of this agreement for any reason, Customer must compensate Taskroad for any outstanding amounts and annihilate or return all property of Taskroad. At Taskroad’s behest, Customer will verify in writing its adherence to this annihilation or return stipulation.

5.Suspension for Legal Infractions. Taskroad may provisionally suspend the Service or eliminate the relevant Customer Data, or both, if it believes in good faith that, as a part of utilizing the Service, Customer has contravened a law. Taskroad will endeavor to contact Customer beforehand.

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CONSTRAINT ON LIABILITY.
EXEMPTION FROM INDIRECT DAMAGES. TASKROAD SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM OR ASSOCIATED WITH THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, EXPENSES OF DELAY; LOSS OF DATA, RECORDS, OR INFORMATION; AND FORFEITED PROFITS), EVEN IF AWARE OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS.

ABSOLUTE LIMIT ON LIABILITY. TASKROAD’S AGGREGATE LIABILITY ARISING FROM OR CONNECTED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL NOT EXCEED THE SUM PAID BY CUSTOMER WITHIN THE 12-MONTH PERIOD PRECEDING THE EVENT THAT LED TO THE LIABILITY.
INDEMNIFICATION.

INDEMNITY.

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1. Safeguard Against Third-Party Claims. Taskroad shall defend or settle any third-party claim against Customer insofar as the claim alleges that the Taskroad technology employed in providing the Service infringes a copyright, patent, trademark, or other intellectual property right, provided that Customer promptly notifies Taskroad of the claim in writing, cooperates with Taskroad in the defense, and permits Taskroad to have sole control over the defense or settlement of the claim. Expenses. Taskroad will cover defense costs incurred as part of its obligations above, as well as negotiated settlement amounts and court-awarded damages. Procedure. If such a claim appears probable, Taskroad may modify the Service, secure the necessary rights, or substitute it with a functionally equivalent alternative. If Taskroad determines that none of these options are reasonably feasible, Taskroad may terminate the Service and refund any prepaid and unused fees. Exceptions. Taskroad bears no responsibility for any claim arising from: Taskroad’s compliance with Customer’s specifications; a combination of the Service with other items where the infringement would not occur but for the combination; the utilization of Customer Data; or items not supplied by Taskroad. This section encompasses Customer’s exclusive remedies and Taskroad’s sole liability for intellectual property infringement claims.

2. Customer Indemnification. To the extent permissible by law, if any third party initiates a claim against Taskroad related to Customer’s actions, omissions, data, or information within the Services, Customer must defend, indemnify, and hold Taskroad harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) connected to such claim.

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GOVERNING LAW AND ARBITRATION. THIS AGREEMENT IS GOVERNED BY THE LAWS OF THE UNITED KINGDOM, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES. ANY DISPUTE BETWEEN CUSTOMER AND TASKROAD ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST BE DETERMINED BY BINDING ARBITRATION IN LONDON, UK, UNDER THE THEN CURRENT COMMERCIAL RULES OF THE BRITISH ARBITRATION ASSOCIATION OR INTERNATIONAL RULES OF THE INTERNATIONAL CENTRE FOR DISPUTE RESOLUTION, DEPENDING ON WHETHER CUSTOMER IS LOCATED IN THE UNITED KINGDOM OR OUTSIDE THE UNITED KINGDOM. THE DECISIONS OF THE ARBITRATORS MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION. NOTHING IN THIS AGREEMENT PREVENTS EITHER PARTY FROM SEEKING INJUNCTIVE RELIEF IN ANY COURT OF COMPETENT JURISDICTION. THE PREVAILING PARTY IN ANY ARBITRATION OR LITIGATION IS ENTITLED TO RECOVER ITS ATTORNEYS’ FEES AND EXPENSES FROM THE OPPOSING PARTY.

OTHER TERMS.

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Complete Agreement and Modifications. This agreement and the order embody the entire understanding between the parties and supersede any prior or simultaneous negotiations or agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation regarding this subject matter, oral or written, not incorporated in this agreement. No representation, promise, or inducement not included in this agreement is binding. No modification of this agreement is effective unless both parties sign it or Customer agrees to a new agreement or modification as provided by an online process designated by Taskroad, and no waiver is effective unless the party relinquishing the right signs a waiver in writing.

No Transfer. Neither party may assign or transfer this agreement or an order to a third party, except that this agreement with all orders may be assigned, without the consent of the other party, as part of a merger or sale of substantially all the assets of a party.

Independent Entities. The parties are independent contractors in relation to each other.

Enforceability and Force Majeure. If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Except for the payment of monies, neither party is liable for events beyond its reasonable control, including, without limitation force majeure events.

Inadequacy of Monetary Damages. Any breach by a party of this agreement or violation of the other party’s intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to halt any breach or prevent any future breach.

No Supplementary Terms. Taskroad rejects additional or conflicting terms of any Customer form-purchasing document.

Priority of Terms. If there is an inconsistency between this agreement and an order, the order prevails.

Continuation of Terms. Any terms that by their nature survive termination of this agreement for a party to assert its rights and receive the protections of this agreement will endure. The UN Convention on Contracts for the International Sale of Goods does not apply.

Suggestions. If Customer offers feedback or suggestions about the Service, then Taskroad (and those it permits to use its technology) may utilise such information without obligation to Customer.

Logo Permission. Customer consents to Taskroad using its name and logo in its marketing communications and materials, in accordance with Customer’s trademark guidelines and policies, if provided to Taskroad.

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EXHIBIT A – MOBILE SOFTWARE FROM APPLE APP STORE

The following applies to any Taskroad Mobile Software Customer acquires from the Apple App Store (App Store Software):
a. Acknowledgment. This agreement is between Taskroad and Customer only, and not with Apple, and Taskroad, not Apple, is solely responsible for the App Store Software and its content. The agreement does not provide for usage rules for App Store Software that conflict with the App Store Terms of Service as of the effective date of the agreement (which Customer acknowledges it has had the opportunity to review).
b. License Scope. The license granted to Customer for the App Store Software is limited to a non-transferable license on any Apple-branded Products that the Customer owns or controls and as permitted by the Usage Rules set forth in the App Store Terms of Service, except that such App Store Software may be accessed and used by other accounts associated with the purchaser via Family Sharing or volume purchasing.
c. Maintenance and Support. Taskroad is solely responsible for providing any maintenance and support services concerning the App Store Software, as specified in the agreement, or as required under applicable law. Taskroad and Customer acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services concerning the App Store Software.
d. Warranty. Taskroad is solely responsible for any App Store Software warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the App Store Software to conform to any applicable warranty, Customer may notify Apple, and Apple may refund the purchase price for the App Store Software (if that purchase price was paid to Apple on behalf of Taskroad to Customer; and to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the App Store Software, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty is Taskroad’s sole responsibility.
e. Product Claims. Taskroad and Customer acknowledge that Taskroad, not Apple, is responsible for addressing any claims of Customer or any third party relating to the App Store Software or Customer’s possession and/or use of that App Store Software, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation, including in connection with the App Store Software’s use of the HealthKit and HomeKit frameworks. This agreement does not limit Taskroad’s liability to Customer beyond what is permitted by applicable law.
f. Intellectual Property Rights. Taskroad and Customer acknowledge that, in the event of any third-party claim that the App Store Software or Customer’s possession and use of that App Store Software infringes that third party’s intellectual property rights, Customer, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.
g. Legal Compliance. Customer represents and warrants that: (i) he/she/it is not located in a country that is subject to a UK Government embargo, or that has been designated by the UK Government as a “terrorist supporting” country; and (ii) he/she/it is not listed on any UK Government list of prohibited or restricted parties.
h. Developer Name and Address. Company’s name is Taskroad, Inc. and address is XXXXXXX, and the contact information (phone number; email address) to which any Customer questions, complaints, or claims with respect to the App Store Software should be directed as follows: support@taskroad.pro
i. Third-Party Terms of Agreement. Customer must comply with applicable third-party terms of use when using the App Store Software (e.g., if the App Store Software is a VoIP application, then Customer must not be in violation of its wireless data service agreement when using the App Store Software).
j. Third-Party Beneficiary. Taskroad and Customer acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this agreement, and that, upon Customer’s acceptance of the agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the agreement against Customer as a third-party beneficiary thereof.