Terms of Service

1. Definitions

"Agency Data" means all information, manifests, passenger records, vehicle data, driver details, itineraries, and content submitted or uploaded by Customer or its Users to the Platform.

"Dispatch Engine" means Company's proprietary software algorithms, routing tools, segment calculators, and scheduling views.

"Platform" or "Service" means the Pragmatic Tours SaaS application, APIs, driver interfaces, mobile views, and documentation.

"User" means an employee, dispatcher, guide, driver, or authorized contractor of the Customer who accesses the Platform.

2. Nature of Service & Operational Disclaimers

2.1 Software Provider Only

Pragmatic Tours provides a software-as-a-service platform for tour dispatching, resource planning, and operational scheduling. PRAGMATIC TOURS IS NOT A TRANSPORTATION PROVIDER, MOTOR CARRIER, TOUR OPERATOR, DISPATCHER OF RECORD, OR TRAVEL AGENCY. We do not own, operate, inspect, maintain, or control any vehicles, tours, or transport services.

2.2 Independent Fleet & Operational Responsibility

Customer retains 100% sole operational, legal, and regulatory responsibility for:

• The safety, maintenance, licensing, and insurance of all vehicles.
• The qualification, licensing, employment status, background checks, and fitness for duty of all drivers, guides, and staff.
• The execution of all tours, passenger pickups, transfers, itineraries, and passenger safety.

2.3 Regulatory & Hours of Service (HOS) Disclaimer

The Platform may include tools to estimate driver duty times, driving limits, or regulatory constraints (including US FMCSA Hours of Service or EU Regulation (EC) No 561/2006).

Advisory Calculations: All duration splits (e.g., driving time vs. waiting time), shift warnings, and segment calculations provided by the Dispatch Engine are strictly advisory algorithmic estimates.

Non-Certification: The Platform is NOT a certified Electronic Logging Device (ELD) or Digital Tachograph unless explicitly certified in writing.

Customer Compliance Duty: Customer is solely responsible for verifying statutory compliance, maintaining legally mandated logs, and ensuring drivers do not operate vehicles in violation of applicable laws or while fatigued. Company disclaims all liability for regulatory fines, sanctions, driver violations, or roadside penalties incurred by Customer.

2.4 Routing, Schedules, and ETA Disclaimers

Map data, route suggestions, segment durations, and ETA calculations rely on third-party data and algorithmic models. Company does not guarantee accuracy. Customer and its drivers remain solely responsible for real-time navigation, road safety, obeying traffic laws, and adjusting for weather, traffic, or road conditions.

3. Accounts, Subscriptions, & Billing

3.1 Account Security

Customer is responsible for maintaining the confidentiality of account credentials and for all activities occurring under its account. Customer shall immediately notify Company of any unauthorized access.

3.2 Fees & Subscriptions

Customer agrees to pay all fees specified during registration or in an Order Form. Subscriptions automatically renew for successive periods equal to the initial term unless cancelled at least thirty (30) days prior to the renewal date. All payment obligations are non-refundable except as required by law.

3.3 Taxes

Fees do not include sales, use, value-added (VAT), or other taxes or governmental assessments. Customer is responsible for paying all taxes associated with its purchases hereunder.

4. Proprietary Rights & License Grants

4.1 Platform Ownership

Company retains all right, title, and interest (including all intellectual property rights) in and to the Platform, Dispatch Engine, software, documentation, and any underlying technology, suggestions, or updates. No rights are granted to Customer except as expressly set forth herein.

4.2 Agency Data Ownership & Limited License

Customer retains all right, title, and interest in and to all Agency Data. Customer grants Company a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, process, and store Agency Data solely as necessary to provide, maintain, and improve the Platform and related services.

4.3 Aggregated & Anonymized Data

Company may derive anonymized, aggregated statistical or performance data from Customer's use of the Platform ("De-Identified Data"). Company may use De-Identified Data for benchmarking, analytics, R&D, and optimization, provided such data cannot identify Customer, its passengers, or its drivers.

5. Acceptable Use & Restrictions

Customer shall not, and shall not permit any third party or User to:

• Reverse engineer, decompile, disassemble, or attempt to derive the source code or algorithms of the Platform.
• Modify, translate, or create derivative works based on the Service.
• License, sublicense, sell, resell, rent, lease, or transfer the Service to any third party.
• Use the Service to store or transmit malicious code, or interfere with the integrity or performance of the Platform.
• Use the Service for any illegal, hazardous, or high-risk activity where software failure could lead to death, personal injury, or environmental damage.

6. Service Levels, Maintenance, & Support

6.1 Uptime Commitment

Company uses commercially reasonable efforts to make the Service available 99.5% of the time, excluding scheduled maintenance, force majeure events, and third-party infrastructure failures.

6.2 Modifications & Updates

Company reserves the right to update, modify, or enhance features of the Platform from time to time. Material updates will be communicated via the application or email.

7. Indemnification

Customer agrees to defend, indemnify, and hold harmless Pragmatic Tours, its officers, directors, employees, agents, and affiliates from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Customer's or its Drivers' execution of tours, transport services, or passenger carriage.
• Any bodily injury, death, or property damage occurring during or in connection with a tour or vehicle operated by Customer.
• Customer's violation of any local, state, federal, or international law, including transport regulations, FMCSA rules, EU driver regulations, or labor laws.
• Any breach by Customer of its obligations, representations, or warranties under this Agreement.
• Disagreements, employment disputes, or wage/hour claims between Customer and its drivers, guides, or staff.

8. Limitation of Liability

8.1 Exclusion of Indirect & Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PRAGMATIC TOURS, ITS AFFILIATES, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF BOOKINGS, LOSS OF GOODWILL, LOSS OF DATA, SERVICE INTERRUPTIONS, VEHICLE DOWN TIME, OR ACCIDENT COSTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Cap on Direct Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PRAGMATIC TOURS' AGGREGATE TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLATFORM, OR THE SERVICES (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) SHALL BE LIMITED TO THE TOTAL AMOUNT ACTUALLY PAID BY CUSTOMER TO COMPANY HEREUNDER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8.3 Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

9. Term & Termination

9.1 Term

This Agreement commences on the date Customer creates an account or signs an Order Form and remains in effect until terminated.

9.2 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receipt of notice.

9.3 Effect of Termination & Data Retrieval

Upon termination, Customer's access to the Service shall immediately cease. Company shall provide Customer a period of thirty (30) days following termination to export its Agency Data. After such period, Company may permanently delete all Agency Data in accordance with its retention policy.

10. Miscellaneous

Entire Agreement: This Agreement constitutes the entire agreement between the parties regarding the subject matter herein and supersedes all prior agreements or communications.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Force Majeure: Neither party shall be liable for failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, cyberattacks, network outages, or governmental actions.