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Legal Documentation

Terms of Service — SaaS Agreement

Last Updated: October 30, 2026 • Effective Date: October 30, 2026 • Jurisdiction: Republic of Latvia (EU)
COMMERCIAL B2B CONTRACT NOTICE: PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE ACCESSING OR USING THE OSCAR SMART DISPATCHING PLATFORM, WEBSITES, PORTALS, OR RELATED SERVICES. BY CHECKING "I AGREE", COMPLETING A REGISTRATION, PAYING AN INVOICE OR SETUP FEE, OR ACCESSING THE PLATFORM, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS AS A COMMERCIALLY BINDING B2B CONTRACT.
Platform Provider: Oscar Smart Dispatching, represented by Founder Santis • Based in Riga, Republic of Latvia (European Union) • Contact: support@oscardispatch.com

1. Description of Service & License Grant

1.1. Service Overview

Oscar Smart Dispatching is a cloud-hosted B2B operations and dispatch management software platform tailored for moving, transport, clearance, and field logistics service providers. The platform includes a visual Gantt scheduler, calendar view, driver mobile web portal, invoicing generation with payment links, analytics, and inbound webhook pipelines.

1.2. Subscription License

Subject to full payment of applicable fees and compliance with this Agreement, Provider grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform during the active subscription term solely for Customer's internal business operations.

1.3. Capacity Limits

Access is governed by the purchased tier and capacity add-ons:

Adding capacity beyond tier limits requires purchasing monthly add-ons (extra crews, extra dispatchers, or extra admins).

1.4. Temporary Evaluation & 24-Hour Demo Access

Provider may, at its sole discretion, grant Customer temporary access to an evaluation or demonstration environment ("24-Hour Demo") prior to formal onboarding:

2. Onboarding, Setup & Activation

2.1. One-Time Setup Fee

Each customer instance requires technical deployment and configuration. The one-time setup fee is payable prior to provisioning:

2.2. Non-Refundable Setup

All setup and onboarding fees compensate Provider for upfront engineering time and server provisioning, and are strictly non-refundable once setup work has commenced.

2.3. Post-Onboarding Calibration, Testing & Defect Rectification

Customer explicitly acknowledges and agrees that technical platform rollout, custom website webhook synchronization, and third-party API integrations require an ongoing operational calibration, live field testing, and fine-tuning period that may naturally extend across several weeks or months of active dispatching operations.

Minor software bugs, unexpected data formatting anomalies, or integration inaccuracies may occasionally occur during early live operations and will be resolved by Provider as part of standard ongoing software maintenance.

NO ENTITLEMENT TO DISCOUNTS OR WITHHOLDINGS: The manifestation of minor software bugs, edge-case glitches, or integration adjustments during this ongoing calibration and testing phase SHALL UNDER NO CIRCUMSTANCES ENTITLE CUSTOMER TO ANY SUBSCRIPTION DISCOUNTS, PRICE REDUCTIONS, PAYMENT WITHHOLDINGS, CREDITS, OR REFUNDS. Full agreed subscription fees remain unconditionally payable throughout the calibration period.

3. Subscription Fees, Billing & Strict No-Refund Policy

3.1. Billing Cycles

Subscription fees are billed in advance on either a monthly or annual recurring basis:

3.2. Strict No-Refund Policy (Annual & Monthly)

STRICT B2B NO-REFUND POLICY: All subscription payments made to Provider are final and non-refundable.

Annual Commitment Rule: If Customer selects an annual subscription plan and subsequently decides to cancel, downgrade, or terminate use of the Software before the end of the 12-month period (e.g., after 2, 4, or 6 months), NO prorated refunds, chargebacks, or credits will be issued for the remaining unused months. The discounted annual rate is granted strictly in exchange for a binding 12-month volume commitment. Customer retains platform access until the expiration date of their prepaid 12-month term.

3.3. Payment Failure & Suspension

If subscription payment fails or is overdue by more than seven (7) calendar days, Provider reserves the right to temporarily suspend Customer's access to the Platform. If payment remains outstanding for more than thirty (30) days, Provider may decommission the instance.

4. "Bring Your Own" (BYO) Infrastructure & Third-Party Services

Oscar Smart Dispatching operates under a decentralized, customer-first infrastructure model:

4.1. Bring Your Own Database (BYODB) (Recommended: Supabase)

Customer connects their own dedicated PostgreSQL-compatible database instance. Provider recommends Supabase for turnkey integration. Provider does not own, resell, or store Customer's proprietary customer contact records in a central aggregated repository. Customer remains the sole legal owner and Data Controller of their database under applicable data protection laws.

4.2. Bring Your Own SMS Gateway (Recommended: ClickSend)

Customer connects their direct account with a supported SMS gateway. Provider recommends ClickSend for direct carrier routing and imposes 0% markup on carrier SMS messages. Customer pays their SMS provider directly according to standard rates. Provider is not liable for carrier delivery delays or telecommunication outages.

4.3. Bring Your Own AI Key — OpenAI / Google Gemini

The Oscar AI Financial & Analytics Assistant operates by connecting Customer's own API key. Provider charges zero markup on AI API tokens. Customer is solely responsible for usage costs incurred directly with the respective AI API provider.

5. Support Service Level Agreement (SLA)

5.1. Support Channels & Operating Hours

Customer support is provided via WhatsApp and Email during standard business hours: Monday through Friday, 09:00 – 18:00 Eastern European Time (EET / UTC+2 or UTC+3 during Daylight Saving).

5.2. Target Response Times

5.3. Service Outages

In the event of critical infrastructure downtime or server unreachable states, emergency monitoring and recovery proceed regardless of the support tier.

6. Customer Data, Intellectual Property & GDPR

6.1. Customer Data Ownership

Customer retains all rights, title, and ownership in and to all business data, customer addresses, booking details, driver records, and job history entered into or processed through the Platform.

6.2. Provider Intellectual Property

Provider owns all rights, title, and interest in and to the Platform, including all underlying source code, user interfaces, database schemas, proprietary algorithms, visual designs, and documentation. Customer shall not reverse engineer, decompile, copy, resell, or create derivative works of the Software.

6.3. GDPR Compliance & Data Processing

As Customer manages their own database, Customer acts as the Data Controller under Regulation (EU) 2016/679 (GDPR) for all personal data processed within the Platform. Customer warrants that it has collected and processed all personal data in full compliance with applicable privacy legislation.

7. Limitation of Liability, Server Outages & Disclaimers

7.1. Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND UNINTERRUPTED AVAILABILITY.

7.2. External Cloud Hosting & Zero Downtime Compensation

The Service is deployed on third-party cloud hosting infrastructure (e.g., Render.com and cloud datacenter providers), not on private local servers. In the event of network outages, cloud datacenter disruptions, or server downtime, Provider will make all commercially reasonable efforts to restore operations promptly. HOWEVER, CUSTOMER EXPLICITLY ACKNOWLEDGES THAT PROVIDER ASSUMES ZERO MATERIAL OR FINANCIAL LIABILITY FOR SERVER DOWNTIME, INTERNET DISRUPTIONS, OR DATA UNAVAILABILITY. UNDER NO CIRCUMSTANCES WILL PROVIDER PAY ANY FINANCIAL DAMAGES, CREDITS, OR REIMBURSEMENTS FOR CLOUD OUTAGES.

7.3. Pure Software Provider Status & Operational Disclaimers

Provider is strictly a software and digital technology provider. Provider is NOT a transport carrier, freight forwarder, or moving contractor. Provider assumes zero liability for Customer's physical transportation services, vehicle operations, road traffic incidents, cargo safety, property handling, driver conduct, or any disputes between Customer and its end-clients.

7.4. Limitation of Aggregate Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE STRICTLY LIMITED TO THE ACTUAL FEES PAID BY CUSTOMER TO PROVIDER IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

8. Term, Cancellation & Termination

8.1. Term

This Agreement commences upon the date of registration or initial payment and remains in effect until terminated by either party.

8.2. Cancellation by Customer

Customer may cancel auto-renewal at any time prior to the commencement of the next billing period by providing written notice or selecting cancellation in account settings. Monthly fees will cease from the next billing date. Annual subscriptions will run until the end of the 12-month commitment with no refund.

8.3. Termination for Cause

Provider may suspend or terminate this Agreement immediately if Customer: fails to pay overdue fees within fourteen (14) days; violates intellectual property rights; or uses the Platform for unlawful, fraudulent, or abusive activities.

9. Governing Law & Dispute Resolution

9.1. Governing Law

This Agreement and any disputes arising out of or related to it shall be governed by and construed in accordance with the laws of the Republic of Latvia, European Union, without regard to its conflict of law principles.

9.2. Jurisdiction

Any legal action, suit, or proceeding arising under or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the competent courts of the Republic of Latvia.

10. Contact Information

For inquiries regarding these Terms of Service or billing support, please contact: