Terms of Service
Terms of service for Fleetie (https://fleetie.si), freight operations software operated by RC Studios. The contracting party is RC Studios, {{COMPANY_LEGAL_NAME}}, a {{COMPANY_ENTITY_TYPE}} organized in {{COMPANY_STATE}}, with its address at {{COMPANY_ADDRESS}}. Counsel has not reviewed this outline and it creates no obligation for anyone. It is not legal advice. Items in double braces, such as {{LIABILITY_CAP}}, are placeholders for decisions counsel and the business still have to make.
Acceptance of these terms
DRAFT - pending counsel.
- A person accepts these terms by using the service after signing in, on behalf of the organization they belong to.
- Whoever accepts confirms they have authority to bind that organization.
- These terms stay a draft and gate nobody until counsel signs them off and the status changes to in force.
- A change to the terms asks for acceptance again at the new version.
- These terms incorporate the Customer Data Processing Agreement and the Privacy Notice. Accepting these terms accepts the Customer Data Processing Agreement as part of them. [Counsel: confirm that incorporation by reference is enough, or whether the agreement needs its own acceptance record.]
Parties and definitions
DRAFT - pending counsel.
- The service is provided by RC Studios, {{COMPANY_LEGAL_NAME}} (the "provider"), the company that operates Fleetie.
- Organization: a shipper, carrier or broker account, and the members who belong to it.
- Shipper: an organization that has freight to move. Carrier: an organization that hauls freight. Broker: an organization that arranges freight between shippers and carriers.
- Driver: an individual who hauls freight for a carrier and may use the driver phone experience.
- Customer data: everything an organization or its members put into the service, defined once and used throughout.
- Pilot: the limited early-access period covered by a separate pilot agreement.
The service
DRAFT - pending counsel.
- Software for posting, finding, booking and tracking loads, exchanging freight documents, and recording rates, invoices and payment status between shippers, carriers and brokers.
- Pilot features may be incomplete, change without notice, or be withdrawn.
- The provider is a software provider. [Counsel: confirm the regulatory position and whether any statement that the provider is not a motor carrier, broker or freight forwarder is accurate and needed.]
- Each organization stays responsible for its own freight contracts, rates and compliance with transport law.
Accounts and organizations
DRAFT - pending counsel.
- Each organization has at least one owner who manages members, roles and billing contacts.
- Members keep their sign-in credentials private and report suspected misuse promptly.
- Agent tokens and other programmatic access belong to the member who created them and act with that member's permissions.
- An organization is responsible for what its members and their agent tokens do.
Acceptable use
DRAFT - pending counsel.
- No unlawful use, and no use that breaks transport, safety, sanctions or export rules.
- No fraud: no false or misleading loads, rates, identities, insurance, authority or documents.
- No probing, scraping, overloading or bypassing the security of the service, and no access to another organization's data.
- No tracking of a driver without the notice described under driver location data.
- The provider may suspend access that breaks these rules. [Counsel: notice and appeal wording.]
Customer data and ownership
DRAFT - pending counsel.
- A carrier owns its carrier data: fleet, equipment, capacity, driver records, compliance documents and rates it enters.
- A shipper owns its shipper data: loads, locations, schedules, rates and shipment documents it enters.
- A broker owns its broker data: customer and carrier relationships, loads, rates and margins it enters.
- Where data is shared on a load, each party sees only what the load's workflow shares with it, and the other party's own records stay theirs.
- Each organization grants the provider a licence to host, process and display customer data only as needed to run, secure and support the service.
- [Counsel: whether aggregated or de-identified usage data may be used by the provider, and how it is described.]
Driver location data
DRAFT - pending counsel.
- Location from a driver's phone is collected only while the driver is on duty, has agreed to share location, and has an active load assignment. Going off duty ends collection.
- The carrier confirms its drivers receive notice of the tracking and any consent the law requires. [Counsel: consent and notice wording per jurisdiction.]
- Position points are visible to the driver's own carrier. [Business and counsel: whether, how and for how long a shipper or broker on the load sees tracking.]
- Position points are deleted automatically after 720 hours (30 days). [Business: confirm the automatic deletion is switched on in production before this document goes in force.]
- Driver names are not shown on the fleet map, and location is never used for advertising or sold.
Documents
DRAFT - pending counsel.
- The service stores freight documents the parties upload, such as proof of delivery (POD), bills of lading, rate confirmations and certificates of insurance (COI).
- The uploading organization is responsible for the document being accurate, lawful to share and not infected or altered.
- Documents are visible to the organizations on the load or record that owns them, and to nobody else.
- Documents are kept for a retention period tied to the record that owns them and then deleted. [Counsel and business: retention period.]
- A document under a legal or dispute hold is not deleted until the hold is released.
Payments
DRAFT - pending counsel.
- The service records rates, invoices, accessorials and payment status that organizations enter or agree to.
- The provider does not hold, move or transmit money for anyone. Payment rails are switched off for the pilot and nothing in the service settles a payment.
- Organizations pay each other outside the service, and a recorded status is a record, not a payment.
- If payment features are switched on later, separate terms apply before any money moves.
Fees
DRAFT - pending counsel.
- Pilot fees, if any, are set out in the pilot agreement as {{PILOT_FEE}}.
- Later fees, taxes, invoicing and late payment terms to be drafted once pricing is decided.
- No fee changes without notice under "Changes to these terms".
Uptime and support
DRAFT - pending counsel.
- The provider aims to make the service available at {{UPTIME_TARGET}} measured monthly, excluding planned maintenance and causes outside its control. This is a target, not a promise, during the pilot.
- Planned maintenance is announced in advance where practical.
- Support is available during {{SUPPORT_HOURS}} through the support channel the provider names.
- Support priorities follow severity, and credits or remedies for downtime, if any, are to be drafted by counsel.
Security and incident notice
DRAFT - pending counsel.
- The provider's service providers (subprocessors) are listed in the Customer Data Processing Agreement.
- The provider keeps reasonable technical and organizational safeguards for customer data and describes them on request.
- If the provider confirms a security incident affecting an organization's customer data, it notifies that organization within {{INCIDENT_NOTICE_HOURS}} of confirming it, with what is known and what the organization should do.
- Notice goes to the organization's owners and named security contact.
- Each organization notifies the provider promptly if it suspects its credentials or agent tokens are compromised.
Intellectual property
DRAFT - pending counsel.
- The provider owns the service, its software, designs and documentation.
- Customers own their customer data, and nothing here transfers ownership of either side's property.
- Feedback may be used by the provider without obligation, as set out in the pilot agreement.
Confidentiality
DRAFT - pending counsel.
- Each side keeps the other's non-public information confidential and uses it only for the service.
- Usual exceptions: public information, independently developed information, and disclosure required by law.
- Confidentiality survives termination for a period counsel will set.
Disclaimers
DRAFT - pending counsel.
- The service is provided as is and without warranty of any kind, to the extent the law allows, during the pilot.
- No warranty that tracking, document extraction or recorded data is complete or error free.
- The provider does not guarantee that any load, carrier, shipper or broker will perform.
Limitation of liability
DRAFT - pending counsel.
- Cap on the provider's total liability: {{LIABILITY_CAP}}.
- Exclusion of indirect and consequential loss, with carve-outs counsel will list.
- Nothing limits liability the law does not allow to be limited.
- Cargo loss, damage and freight claims stay between the parties to the freight contract and are not the provider's liability.
Indemnification
DRAFT - pending counsel.
- Each organization defends and indemnifies the provider against third-party claims arising from its customer data or its breach of acceptable use. [Counsel: scope, procedure and any reciprocal indemnity.]
Term, termination and data export
DRAFT - pending counsel.
- The terms last while an organization uses the service. Either side may end them on {{TERMINATION_NOTICE_DAYS}} written notice, and the provider may suspend or end access immediately for serious breach.
- On termination, an organization's owners can export their organization's data for {{EXPORT_WINDOW_DAYS}} after the end date, using the export pages in the service or by asking the provider.
- Organization offboarding removes its members, sessions and agent tokens. After the export window the provider deletes or de-identifies the organization's customer data, except what it must keep by law or for an open hold.
- A shared load keeps the other party's record of it after one side leaves.
- Sections that should survive termination: ownership, confidentiality, liability, indemnification.
Changes to these terms
DRAFT - pending counsel.
- The provider gives notice of a material change in the service and asks for acceptance of the new version before it applies.
- Continued use after the notice period is acceptance only where the law allows it.
Governing law and disputes
DRAFT - pending counsel.
- Governing law and venue: {{GOVERNING_LAW}}.
- Dispute steps to be drafted by counsel: informal resolution first, then the forum counsel chooses.
Contact
DRAFT - pending counsel.
- Questions about these terms and notices to the provider go to {{PRIVACY_CONTACT}}.