Terms of Service

Please read these Terms of Service carefully before using Tarot Routing.

These Terms of Service govern your access to and use of Tarot Routing, including the Tarot Routing web application, optimisation API, driver applications, tracking pages, customer portals and related services provided by Tarot Analytics Pty Ltd.

In these Terms of Service, “Tarot Analytics”, “we”, “us” and “our” refer to Tarot Analytics Pty Ltd. “Customer”, “you” and “your” refer to the organisation or person using Tarot Routing.

By accessing or using Tarot Routing, you agree to be bound by these Terms of Service. If you are using Tarot Routing on behalf of an organisation, you represent that you have authority to accept these Terms of Service on behalf of that organisation.

Order of precedence

If you have entered into a separate signed agreement or contract with Tarot Analytics that governs your use of Tarot Routing, the terms of that separate agreement will take precedence over these Terms of Service to the extent of any inconsistency. These Terms of Service apply as a general framework, but your individually agreed terms prevail where the two documents conflict.

Tarot Routing

Tarot Routing is a software platform for route optimisation, delivery management, driver runsheets, tracking, proof of delivery and related logistics operations.

We may improve, update, modify or discontinue parts of Tarot Routing from time to time. We will take reasonable steps to avoid material disruption to Customer operations and, where practical, notify Customers of major changes.

Accounts and access

Customers are responsible for ensuring that only authorised users access Tarot Routing under their account.

Customers are responsible for maintaining the confidentiality of login credentials and for all activity that occurs under their account, except to the extent caused by Tarot Analytics’ breach of these Terms of Service.

You must notify us promptly if you become aware of any unauthorised access to your account or any security incident involving Tarot Routing.

Customer data

Customers retain ownership of data, content and information submitted to Tarot Routing by or on behalf of the Customer, including route, delivery, driver, recipient and operational data.

Customers grant Tarot Analytics the right to process Customer data as reasonably necessary to provide, secure, support and improve Tarot Routing, comply with legal obligations and exercise our rights under these Terms of Service.

Customers are responsible for ensuring that they have the necessary rights, notices, consents and lawful bases to submit Customer data to Tarot Routing and to use Tarot Routing for their intended purposes.

We do not sell Customer data.

Privacy

Our handling of personal information is described in our Privacy Policy.

Where Tarot Analytics processes personal information on behalf of a Customer, the Customer is responsible for determining the purposes and lawful basis for that processing, and Tarot Analytics will process that personal information to provide Tarot Routing and in accordance with applicable agreements.

Acceptable use

You must not use Tarot Routing to:

• violate any applicable law or regulation;
• infringe the rights of any person or organisation;
• submit unlawful, misleading, harmful or malicious content;
• attempt to gain unauthorised access to Tarot Routing or related systems;
• interfere with the security, integrity, availability or performance of Tarot Routing;
• reverse engineer, copy or misuse Tarot Routing except as permitted by law;
• use Tarot Routing to transmit malware, spam or other harmful material; or
• use Tarot Routing in a way that could reasonably be expected to damage Tarot Analytics, our customers, users or service providers.

Customer responsibilities

Customers are responsible for their own logistics operations, business decisions and compliance obligations.

Tarot Routing may assist with route optimisation, delivery management and tracking, but Customers remain responsible for reviewing outputs, managing drivers, complying with workplace, transport, safety and privacy laws, and ensuring that Tarot Routing is suitable for their intended use.

Fees and subscriptions

Access to Tarot Routing is provided on a subscription basis unless agreed otherwise in writing.

Subscriptions are generally billed monthly, unless a different billing cycle is agreed in writing.

Unless agreed otherwise, subscriptions are calculated on a per active driver per month basis.

Customers may increase or decrease subscription levels through the account portal or by contacting Tarot Analytics, subject to the applicable billing terms.

To cancel a subscription, the Customer must notify Tarot Analytics in writing or by email. Unless agreed otherwise, cancellation takes effect at the end of the Customer’s current billing cycle.

Fees already paid are non-refundable except where required by law or expressly agreed in writing.

Payment

Customers must pay all fees when due.

If payment is overdue, we may suspend access to Tarot Routing after providing reasonable notice, unless the overdue amount is the subject of a genuine dispute notified to us in good faith.

Customers are responsible for any taxes, duties or charges payable in connection with their subscription, except for taxes based on Tarot Analytics’ income.

Availability

Tarot Analytics will take reasonable steps to maintain the availability and reliability of Tarot Routing.

Unless agreed otherwise in writing, Tarot Analytics targets monthly availability of at least 99% under normal operating circumstances. This is a service target and does not create service credits, refunds or other remedies unless expressly agreed in writing.

Availability commitments do not apply to downtime or disruption caused by scheduled maintenance, emergency maintenance, third-party service failures, internet or network issues outside our control, Customer systems or configurations, misuse of Tarot Routing, force majeure events, or other circumstances beyond our reasonable control.

Support and maintenance

We may provide support and maintenance for Tarot Routing through the support channels made available to Customers.

We may perform maintenance, updates, fixes and improvements from time to time. We will take reasonable steps to minimise disruption where practical.

Third-party services

Tarot Routing may integrate with or link to third-party services, including mapping, navigation, hosting, payment, communication and analytics services.

Third-party services are not owned or controlled by Tarot Analytics. We are not responsible for the content, availability, performance, terms or privacy practices of third-party services, except to the extent required by law.

Your use of third-party services may be subject to separate terms and policies issued by those providers.

Intellectual property

Tarot Routing, including its software, design, features, functionality, workflows, documentation, trademarks and other intellectual property, is owned by Tarot Analytics Pty Ltd or its licensors.

Except for the limited right to use Tarot Routing in accordance with these Terms of Service, no rights are transferred to you.

You must not copy, modify, distribute, sell, lease, reverse engineer or create derivative works from Tarot Routing, except as permitted by law or expressly authorised by Tarot Analytics in writing.

Feedback

If you provide feedback, ideas or suggestions about Tarot Routing, we may use them without restriction or obligation to compensate you, provided we do not disclose your confidential information in doing so.

Confidentiality

Each party may receive confidential information from the other party in connection with Tarot Routing.

Each party must take reasonable steps to protect the other party’s confidential information and must not use or disclose it except as necessary to perform or receive the services, comply with law, exercise rights under these Terms of Service, or with the other party’s consent.

Confidential information does not include information that is publicly available, already known without confidentiality obligations, independently developed, or lawfully received from a third party without confidentiality obligations.

Security

Tarot Analytics takes reasonable technical and organisational measures to protect Tarot Routing and Customer data against unauthorised access, alteration, disclosure, misuse, interference, loss or destruction.

These measures include encryption in transit, access controls, authentication controls, backup and recovery processes, monitoring, incident response procedures, secure development practices and internal security policies.

Our information security practices are aligned with the principles of ISO/IEC 27001. Tarot Analytics uses ISO/IEC 27001 as a reference framework when reviewing and improving our security controls, policies and information security management practices.

The Tarot Analytics IT Security Policy is available upon request.

Disclaimer

Tarot Routing is provided on an “as is” and “as available” basis, except as expressly stated in these Terms of Service or required by law.

To the maximum extent permitted by law, we disclaim all warranties, representations and conditions that are not expressly stated in these Terms of Service, including implied warranties of merchantability, fitness for a particular purpose and non-infringement.

We do not guarantee that Tarot Routing will be uninterrupted, error-free or suitable for every Customer’s particular business requirements.

Limitation of liability

To the maximum extent permitted by law, Tarot Analytics will not be liable for indirect, incidental, special, consequential or punitive loss or damage, including loss of profits, loss of revenue, loss of business opportunity, loss of goodwill or loss of data.

To the maximum extent permitted by law, Tarot Analytics’ total aggregate liability arising out of or in connection with these Terms of Service or Tarot Routing is limited to the amount equivalent to three months of the Customer’s subscription fees for Tarot Routing, calculated based on the subscription fees applicable immediately before the event giving rise to the claim, regardless of the Customer’s billing cycle or payment schedule.

The limitations in this section do not apply to liability that cannot be excluded or limited under applicable law.

Indemnity

Customers agree to indemnify Tarot Analytics Pty Ltd and its officers, employees, contractors and agents against claims, losses, liabilities, damages, costs and expenses arising from:

• the Customer’s breach of these Terms of Service;
• the Customer’s unlawful use of Tarot Routing;
• Customer data submitted to Tarot Routing; or
• the Customer’s business operations, except to the extent caused by Tarot Analytics’ breach of these Terms of Service or unlawful conduct.

Suspension

We may suspend access to Tarot Routing if:

• fees are overdue and remain unpaid after reasonable notice;
• we reasonably believe continued access creates a security, legal or operational risk;
• the Customer or a user materially breaches these Terms of Service; or
• we are required to do so by law.

Where practical, we will provide notice before suspending access and give the Customer a reasonable opportunity to resolve the issue.

Termination

Either party may terminate the Customer’s subscription in accordance with the applicable billing and cancellation terms.

We may terminate access to Tarot Routing if the Customer materially breaches these Terms of Service and does not remedy the breach within a reasonable period after notice, or immediately where the breach cannot reasonably be remedied or creates serious legal, security or operational risk.

Upon request made within a reasonable period after termination, we may provide the Customer with an export of Customer data in a commonly used format, unless prohibited by law, technically impractical, or otherwise agreed in writing.

Sections that by their nature should survive termination will survive, including sections relating to fees owed, intellectual property, confidentiality, disclaimers, limitation of liability, indemnity and governing law.

Force majeure

Neither party will be liable for delay or failure to perform obligations, other than payment obligations, caused by events beyond its reasonable control, including natural disasters, war, terrorism, labour disputes, internet or telecommunications failures, power failures, government action, supply chain disruption, cyberattacks or failures of third-party service providers.

Changes to these Terms of Service

We may update these Terms of Service from time to time by posting the updated terms on the Platform or our website.

Where a change is material, we will take reasonable steps to notify affected Customers.

Your continued use of Tarot Routing after the updated Terms of Service take effect constitutes acceptance of the updated Terms of Service. If you do not agree to the updated Terms of Service, you must stop using Tarot Routing and may cancel your subscription in accordance with the applicable cancellation terms.

Dispute resolution

If a dispute arises between the parties in connection with these Terms of Service or Tarot Routing, the parties will first attempt to resolve it through good-faith discussions between senior representatives of each party. If the dispute is not resolved within 30 days of one party notifying the other in writing, either party may pursue any remedy available to it, including legal proceedings. Nothing in this section prevents either party from seeking urgent injunctive relief at any time.

Governing law

These Terms of Service are governed by the laws of New South Wales, Australia, unless agreed otherwise in writing.

Each party submits to the non-exclusive jurisdiction of the courts of New South Wales, Australia, and courts entitled to hear appeals from those courts.

Non-excludable rights

Nothing in these Terms of Service excludes, restricts or modifies any rights, guarantees, warranties or remedies that cannot be excluded, restricted or modified under applicable law.

General

If any part of these Terms of Service is found to be invalid or unenforceable, the remaining parts will continue in effect.

Failure to enforce a provision of these Terms of Service is not a waiver of that provision.

You may not assign or transfer your rights or obligations under these Terms of Service without our prior written consent, except as part of a genuine business transfer. We may assign or transfer our rights or obligations as part of a merger, acquisition, restructure, sale of assets or by operation of law.

These Terms of Service, together with any applicable order form, subscription terms, data processing agreement or written agreement between the parties, form the agreement between the parties regarding Tarot Routing.

Contact us

If you have any questions about these Terms of Service, please contact us at:

Tarot Analytics Pty Ltd
Email: info@tarotanalytics.com