Terms of Service

These Terms of Service ("Terms") govern your access to and use of the Orderly platform, APIs, website, and related services (collectively, the "Service") provided by Vextria Atlas Group Limited, operating as Orderly ("Orderly," "we," "us," or "our"). By accessing or using the Service, you agree to be bound by these Terms.

1. Acceptance of Terms

By creating an account or using the Service, you agree to these Terms and our Privacy Policy. If you are using the Service on behalf of an organization, you represent that you have the authority to bind that organization to these Terms. If you do not agree, do not use the Service.

2. Description of Service

Orderly is a multi-tenant integration platform for e-commerce operations. The Service includes:

Bridges: Integrations connecting your e-commerce, shipping, marketplace, and ERP platforms to the Orderly platform
Data Normalization: Unified order and shipment models across all connected platforms
Operations: Batch workflows for fulfillment, inventory, and order management
Dispatchers: Automated rules for routing orders and assigning carriers
Transformations: Custom data transformation pipelines
AI Agent: An AI-powered assistant for querying data and executing operations
Embed System: White-label components for embedding Orderly features in your applications
API Access: RESTful APIs for programmatic integration

3. Accounts and Registration

You must create an account to use the Service. You agree to provide accurate, current, and complete information during registration and keep your account information updated. You are responsible for maintaining the confidentiality of your account credentials and for all activities under your account.

Each account belongs to an organization. The organization owner is responsible for managing members, roles, and permissions. You must promptly notify us of any unauthorized use of your account.

4. Acceptable Use

You agree not to:

Use the Service for any unlawful purpose or in violation of any applicable laws
Attempt to gain unauthorized access to the Service, other accounts, or our systems
Interfere with or disrupt the Service or servers connected to the Service
Reverse engineer, decompile, or disassemble any part of the Service
Use the Service to transmit malware, viruses, or harmful code
Exceed rate limits or use the Service in a way that degrades performance for others
Resell or redistribute the Service without our written consent
Use the Service to collect data in violation of third-party terms or privacy laws

5. Your Data

Ownership

You retain all rights to your data. "Your Data" includes all information you upload, sync, or transmit through the Service, including order data, shipment data, customer information, and configurations. We do not claim ownership of your data.

License to Us

You grant us a limited, non-exclusive license to process, store, and transmit your data solely as necessary to provide and improve the Service. This includes syncing data between your connected platforms, executing operations and transformations you configure, and providing AI Agent responses based on your data.

Data Portability

You may export your data at any time through the Service's API or export features. Upon termination, you will have 30 days to export your data before it is deleted.

6. Third-Party Integrations

The Service connects to third-party platforms through Bridges. Your use of these platforms is governed by their respective terms of service. We are not responsible for the availability, accuracy, or policies of third-party platforms. You are responsible for ensuring you have the right to connect your third-party accounts to Orderly.

When you authorize a Bridge, you grant Orderly permission to access your third-party account data as needed to perform the configured integration tasks. You can revoke this access at any time by disconnecting the Bridge.

7. Embed System

If you use the Embed system to integrate Orderly features into your application:

You are responsible for your end users' compliance with these Terms
You must provide appropriate privacy disclosures to your end users regarding data processed through Orderly
You are responsible for managing embed sessions and access control for your end users
Action requests submitted by end users are advisory — your team is responsible for reviewing and resolving them

8. API Usage

Access to our API is subject to rate limits and usage quotas based on your plan. API keys are confidential — do not share them publicly or embed them in client-side code. Use publishable keys for frontend integrations. We reserve the right to throttle or suspend API access that impacts Service stability.

9. AI Agent

The AI Agent provides assistance based on your data and queries. Agent responses are generated by AI and may not always be accurate. You are responsible for reviewing and verifying any actions suggested or executed by the Agent. The Agent operates within the permissions you configure and requires explicit approval for significant actions.

We do not use your Agent interactions to train third-party AI models. Agent memory items are scoped to your organization and can be deleted at any time.

10. Service Availability

We strive to maintain high availability but do not guarantee uninterrupted access. The Service may be temporarily unavailable due to maintenance, updates, or circumstances beyond our control. We will provide reasonable notice of planned maintenance through our status page.

11. Fees and Payment

Certain features of the Service require a paid subscription. Fees are based on your selected plan and usage. All fees are non-refundable except as required by law or as explicitly stated in your plan terms. We may change pricing with 30 days' notice. Continued use after a pricing change constitutes acceptance.

12. Intellectual Property

The Service, including its code, design, documentation, and branding, is owned by Orderly and protected by intellectual property laws. These Terms do not grant you any rights to our intellectual property except the limited right to use the Service as described herein.

13. Limitation of Liability

To the maximum extent permitted by law, Orderly shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, data, or business opportunities arising from your use of the Service. Our total liability for any claim shall not exceed the amount you paid us in the 12 months preceding the claim.

14. Disclaimer of Warranties

The Service is provided "as is" and "as available" without warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be error-free, secure, or uninterrupted.

15. Indemnification

You agree to indemnify and hold Orderly harmless from any claims, damages, or expenses (including reasonable attorney's fees) arising from your use of the Service, violation of these Terms, or infringement of any third-party rights.

16. Termination

You may terminate your account at any time through the Service or by contacting us. We may suspend or terminate your access if you violate these Terms, fail to pay fees, or if we reasonably believe your use poses a risk to the Service or other users.

Upon termination, your right to use the Service ceases immediately. Sections regarding data ownership, limitation of liability, indemnification, and governing law survive termination.

17. Changes to Terms

We may modify these Terms at any time. We will notify you of material changes by email or through the Service. Continued use after changes take effect constitutes acceptance of the updated Terms. If you disagree with changes, you may terminate your account.

18. Governing Law

These Terms are governed by the laws of England and Wales, without regard to conflict of law principles. Any disputes arising from these Terms shall be resolved in the courts of England and Wales.

19. General

Entire Agreement: These Terms, together with the Privacy Policy, constitute the entire agreement between you and Orderly regarding the Service.
Severability: If any provision is found unenforceable, the remaining provisions remain in full effect.
No Waiver: Failure to enforce any provision does not constitute a waiver.
Assignment: You may not assign these Terms without our consent. We may assign them in connection with a merger, acquisition, or sale of assets.

20. Contact Us

If you have questions about these Terms, contact us at:

Vextria Atlas Group Limited
Email: legal@vextria.tech