Terms of Use

These Terms of Use (the “Terms”) govern your access to and use of Odro, a delivery operations platform provided by Odro (“Odro”, “we”, “us”). By creating an account, accessing odro.ai, or otherwise using any part of the Service, you agree to these Terms. If you do not agree, you must not use the Service.

01Acceptance & eligibility#

By using the Service you represent and warrant that: (a) you are at least 18 years of age and have full legal capacity to enter into a binding contract; (b) if you are entering into these Terms on behalf of a business or other legal entity, you have the authority to bind that entity — “you” refers to that entity in such cases; (c) your use of the Service does not violate any applicable law, regulation, contract, or court order; and (d) you have not previously been suspended or removed from the Service.

02Definitions#

• ServiceThe Odro platform, including all websites, software, application programming interfaces (APIs), mobile and web applications, and related services made available by Odro.
• CustomerThe business or other legal entity that has registered an Odro workspace.
• End UserAny natural person who interacts with the Service via a Customer's workspace, including the Customer's employees, contractors, drivers, recipients of deliveries, and recipients of tracking links.
• Customer DataAll data, content, information, and materials uploaded, submitted, or generated by the Customer or its End Users through the Service — including order records, customer contact details, addresses, photographs, scan events, and timestamps.
• OutputAny data, reports, files, exports, or material generated by the Service in response to Customer Data.

03The Service#

Odro provides software for managing the operational lifecycle of deliveries — including order capture, scan-based proof of delivery, driver coordination, customer-facing tracking, and reporting. The Service is provided on a subscription basis on an “as-is” and “as-available” basis. We reserve the right at any time, with or without notice, to add, remove, modify, suspend, or discontinue any feature, integration, or aspect of the Service. We are not liable to you or any third party for any modification, suspension, or discontinuation.

04Account & security#

To use most parts of the Service you must register for an account and create a workspace. You agree to: (a) provide accurate, current, and complete information; (b) maintain the security of your password and accept all risks of unauthorised access to your account; and (c) notify us immediately if you discover or suspect any security breach related to the Service or your account. You are solely responsible for all activity that occurs under your account, whether or not authorised by you. We are not liable for any loss or damage arising from your failure to comply with this section.

05Customer responsibilities#

You acknowledge and agree that:

1. You are solely responsible for: (a) the accuracy, quality, integrity, legality, and reliability of all Customer Data; (b) obtaining all consents and providing all notices required by law before submitting any Customer Data, including from your customers, drivers, and any data subjects whose personal information is included; (c) configuring the Service appropriately for your use case; and (d) fulfilling deliveries, packaging goods correctly, complying with road traffic laws, employing or contracting drivers in accordance with applicable employment and labour law, paying taxes, and complying with all other regulatory obligations of your business.
2. The Service is a tool to help you manage your operations. The Service does not perform deliveries. Drivers, vehicles, and goods are entirely your responsibility. We are not your employer, agent, partner, or joint venturer, and nothing in these Terms creates such a relationship.
3. You are responsible for the conduct of your End Users and for ensuring they comply with these Terms. A breach by an End User is treated as a breach by you.
4. You must obtain and maintain all licences, permits, registrations, and insurance policies required to operate your delivery business. You will indemnify us against any claim arising from your failure to do so (see Section 16).

06Acceptable use#

You agree not to, and not to permit any End User or third party to:

1. use the Service to violate any applicable law, regulation, court order, or contractual obligation (including export-control, sanctions, anti-bribery, anti-money-laundering, data-protection, and competition laws);
2. upload, transmit, or otherwise make available any content that is illegal, infringing, defamatory, obscene, harassing, threatening, deceptive, fraudulent, or otherwise objectionable;
3. attempt to gain unauthorised access to any part of the Service, any account that is not yours, or any related system or network — including by reverse engineering, decompiling, disassembling, scraping in excess of normal use, or interfering with security features;
4. probe, scan, or test the vulnerability of the Service or breach any authentication or security measure;
5. use the Service to develop, train, or improve any competing product or service, or any large language model, machine-learning system, or other artificial-intelligence model;
6. use the Service to send spam, unsolicited bulk communications, or any communications that violate any applicable consumer-protection or anti-spam law;
7. use the Service to deliver or facilitate the delivery of unlawful goods, including controlled substances, weapons, hazardous materials in violation of applicable law, counterfeit goods, or stolen property;
8. remove, obscure, or alter any proprietary notices on the Service;
9. impose an unreasonable or disproportionately large load on the Service's infrastructure;
10. use the Service to track, surveil, or harass any natural person in a manner that violates applicable privacy law.

We may suspend or terminate your account immediately and without notice if we determine, in our sole discretion, that you have breached this Section 6 or any other part of these Terms.

07Subscription & billing#

Use of paid plans is conditional on payment of the applicable subscription fees. Fees are billed in advance on the cadence stated at checkout (monthly or annually). Accepted payment methods are stated at checkout and may include card, EFT, and SEPA direct debit. Fees are non-refundable except where required by law.

We may change pricing at any time, with at least thirty (30) days' advance notice for renewals. If you do not agree to a price change, your sole remedy is to cancel before the renewal takes effect. Outstanding fees not paid by their due date accrue interest at the maximum rate permitted by law and we may suspend or terminate your access until your account is brought current.

Free trial periods, where offered, are subject to the terms communicated at sign-up. We reserve the right to modify or terminate any free trial at any time. All fees are exclusive of VAT and other applicable taxes, which will be added to your invoice where required by law.

08Uptime & availability#

We aim to keep the Service available 24/7 and target a monthly uptime of 99.9% for production traffic, measured against the public dashboard, driver app, and tracking pages. Planned maintenance, third-party outages (Supabase, Vercel, Cloudflare, payment processors, SMS gateways, etc.), force-majeure events, and time required to mitigate a security incident are excluded from the calculation.

Where a written, signed order form expressly provides for service-level credits, those credits are your sole and exclusive remedy for any failure to meet the stated availability target. Without such an order form, no service-level credits are due.

09Intellectual property#

As between you and us, we own all right, title, and interest in and to the Service, including all software, trademarks, logos, trade dress, designs, copy, documentation, and any improvements, modifications, or derivative works of any of the foregoing. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service for your internal business operations during your subscription term. No other rights are granted, by implication or otherwise. All rights not expressly granted are reserved.

You retain all rights in your Customer Data. You grant us a worldwide, royalty-free, fully-paid, non-exclusive licence to host, copy, transmit, display, modify, and process Customer Data solely as necessary to provide and improve the Service, comply with law, and enforce these Terms.

If you provide us with feedback, suggestions, or ideas about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable, transferable licence to use that feedback for any purpose without compensation or attribution.

10Third-party services#

The Service may integrate with or link to third-party products, services, or websites (including but not limited to Shopify, OpenCart, Supabase, Vercel, email and SMS gateways, payment processors, and mapping providers). We do not control and are not responsible for any third-party service. Your use of a third-party service is governed by that third party's terms and privacy policies. Any dispute you have with a third-party service is between you and that third party.

11Beta features#

From time to time we may offer features that are designated as “beta”, “preview”, or otherwise pre-release. Such features are provided “as-is”, without warranty of any kind, may be modified or removed at any time, may not function as intended, and may be subject to additional terms communicated at the time of release.

12Publicity & references#

We may identify you as a customer of Odro on our website, in pitch decks, and in case studies, and may use your trade name and logo for that purpose, in accordance with any brand guidelines you provide. You can opt out of this use at any time by emailing legal@odro.ai. Any quote, testimonial, or case study that identifies you specifically will only be published with your prior written approval.

13DISCLAIMER OF WARRANTIES#

Without limiting the generality of the foregoing, we do not warrant that the Service will meet your requirements; that the Service will be uninterrupted, timely, secure, or error-free; that any errors will be corrected; that the results obtained from the Service will be accurate or reliable; that any scan event, GPS coordinate, photograph, signature, PIN, or other proof-of-delivery artefact will be free from tampering, loss, corruption, or inaccuracy; or that the Service is suitable for use in any environment in which failure could result in death, personal injury, property damage, or environmental harm. The Service is not intended for use in any safety-critical, life-support, or high-risk system.

You acknowledge that delivery operations involve inherent risks (including but not limited to traffic accidents, theft, weather, mechanical failure, and human error). Odro does not insure, guarantee, or otherwise underwrite the safety, completion, accuracy, or success of any delivery, the conduct of any driver, or the condition of any goods. All such risks are borne by you.

14LIMITATION OF LIABILITY#

These limitations apply: (i) regardless of the form of action, whether in contract, tort, or otherwise; (ii) even if the limited remedies fail of their essential purpose; and (iii) to the maximum extent permitted by applicable law. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages; in such jurisdictions, our liability is limited to the smallest amount permitted by law.

15Basis of the bargain#

You acknowledge that the disclaimers and limitations in Sections 13 and 14 are an essential basis of the bargain between you and us, that the fees would be substantially higher without them, and that we would not enter into these Terms without them.

16Indemnification#

You will defend, indemnify, and hold harmless Odro and its affiliates and its and their respective officers, directors, employees, contractors, agents, licensors, and suppliers (the “Indemnified Parties”) from and against any and all third-party claims, demands, suits, actions, proceedings, losses, damages, fines, penalties, costs, and expenses (including reasonable attorneys' fees and disbursements) arising out of or relating to: (a) your or any End User's breach of these Terms; (b) Customer Data, including any allegation that Customer Data infringes, misappropriates, or violates a third party's rights or applicable law; (c) any delivery, attempted delivery, or non-delivery of goods, including any injury, death, property damage, theft, spoilage, or mis-delivery; (d) any dispute between you and an End User, employee, contractor, driver, supplier, or recipient; (e) your violation of any applicable law; or (f) your gross negligence or wilful misconduct.

We will give you prompt notice of any indemnifiable claim, allow you to control the defence and settlement (provided no settlement may impose any obligation on us without our prior written consent), and reasonably cooperate at your expense.

17Suspension & termination#

We may suspend or terminate your access to the Service at any time, with or without cause, with or without notice, and without liability, including without limitation if: (a) you breach these Terms; (b) you fail to pay fees when due; (c) we are required to do so by law or court order; (d) we determine your use poses a security risk to the Service or other users; or (e) we cease offering the Service.

On termination, your licence to use the Service ends immediately. We will retain Customer Data for thirty (30) days after termination, after which we may delete it without further notice. You are responsible for exporting any data you wish to keep before termination. Sections 5, 6, 9, 13, 14, 15, 16, 18, 19, 20, 21, and 22, and any other provision that by its nature should survive, will survive termination.

18Dispute resolution & governing law#

These Terms are governed by the laws of the Republic of South Africa, without regard to its conflict-of-laws rules. Any dispute arising out of or relating to these Terms or the Service that the parties cannot resolve through good-faith negotiation will, at our election, be resolved either: (a) by the exclusive jurisdiction of the High Court of South Africa, Western Cape Division, Cape Town; or (b) by final and binding arbitration administered by the Arbitration Foundation of Southern Africa under its Commercial Rules, with the seat of arbitration in Cape Town and proceedings conducted in English.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

19Statute of limitations#

Any cause of action arising out of or related to these Terms or the Service must be commenced within one (1) year after the cause of action accrues. Otherwise, the cause of action is permanently barred.

20Force majeure#

Neither party is liable for any failure or delay in performance to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, labour disputes, shortages of transport, fuel, energy, or materials, internet or telecommunications failures, third-party service outages, denial-of-service attacks, or governmental action.

21Compliance with law#

You will comply with all applicable laws and regulations in your use of the Service, including privacy and data-protection laws (including the Protection of Personal Information Act, 2013 (POPIA), the EU General Data Protection Regulation (GDPR), the UK Data Protection Act 2018, the California Consumer Privacy Act / California Privacy Rights Act (CCPA/CPRA), and any other applicable equivalent), export-control and sanctions laws (including those of South Africa, the United States, the United Kingdom, and the European Union), anti-bribery laws (including the Prevention and Combating of Corrupt Activities Act, 2004, the U.S. Foreign Corrupt Practices Act, and the UK Bribery Act 2010), and consumer-protection and labour laws.

22General#

Entire agreement. These Terms, together with our Privacy Policy and any order form or plan-specific terms agreed in writing, constitute the entire agreement between you and us regarding the Service and supersede any prior or contemporaneous agreements, whether oral or written.

Order of precedence. In the event of a conflict, the order of precedence is: (i) any signed order form, (ii) these Terms, (iii) our Privacy Policy.

Modifications. We may modify these Terms at any time by posting the modified version at odro.ai/legal/terms. Material changes take effect on the date stated in the updated Terms; your continued use after that date constitutes acceptance.

Assignment. You may not assign these Terms or transfer any rights without our prior written consent. We may assign these Terms or any of our rights or obligations without consent in connection with a merger, acquisition, reorganisation, or sale of all or substantially all of our assets.

No waiver. Our failure to enforce any provision is not a waiver of our right to do so later.

Severability. If any provision is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be reformed to the minimum extent necessary to be enforceable.

No third-party beneficiaries. These Terms do not create any third-party beneficiary rights, except that the Indemnified Parties are intended beneficiaries of Section 16.

Headings. Headings are for convenience only and do not affect interpretation.

Notices. Notices to us must be sent to legal@odro.ai. We may give notice to you by email to your account email address or by posting on the Service.

23Contact#

Odro · Cape Town, South Africa · legal@odro.ai