Terms of Service.

Last updated: 5 August 2026

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, a company registered in England and Wales, 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
• Shipping Rates & Labels: The ability to purchase carrier services (including shipping labels) at rates displayed through the Service (“Rates”)
• AI Agent: An AI-powered assistant for querying data and executing operations
• Orderly Intelligence: Predictive logistics services, available at intelligence.orderlycore.com, that generate delivery-window, delay, and exception predictions from shipment and tracking data
• 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
• Provide inaccurate shipment information (including weight, dimensions, address, or contents) with the intent of obtaining lower Rates

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.

Network Data and Orderly Intelligence

To improve the accuracy of Orderly Intelligence predictions across our network, we process a limited set of de-identified shipment attributes derived from Your Data (“Network Data”). Network Data includes operational information such as origin and destination postal/ZIP code, city, and state or region, carrier, service level, package weight and dimensions, tracking scan events and timestamps, and delivery outcomes.

Network Data excludes personal identifiers by design. Personal identifiers — including customer names, email addresses, phone numbers, street addresses, and order contents — are never ingested into Orderly Intelligence. Our ingestion APIs discard these fields at the point of collection, and this applies equally to data received from Orderly Hub and to tracking data received directly from carriers. Because these identifiers are never collected into the Intelligence system, Network Data cannot be linked back to an identifiable individual. We commit not to attempt to re-identify any individual from Network Data, and we require the same of anyone we share aggregated insights with.

You grant us a non-exclusive, perpetual license to use Network Data to train, evaluate, and improve our prediction models and to produce aggregated statistics and benchmarks (such as lane transit times and carrier performance). Aggregated outputs will never identify you, your organization, your customers, or your specific shipments. Model improvements derived from Network Data benefit all customers and are owned by Orderly.

Network Data processing is a condition of using the Service. Network Data is derived from all shipments processed through Orderly Hub and Orderly Intelligence, and this processing cannot be disabled or opted out of. If you do not agree to Network Data processing as described in this section, you must not use the Service.

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. Data Protection and Privacy

Roles

Where we process personal data contained in Your Data (such as your customers’ names, addresses, and contact details) on your behalf and on your instructions, you are the controller and we act as your processor. Where we process personal data for our own purposes (such as your account, billing, and usage information), we act as controller.

UK and EU GDPR

We process personal data in accordance with the UK General Data Protection Regulation and the Data Protection Act 2018 (for UK data subjects) and Regulation (EU) 2016/679 (the “EU GDPR”) (for EU/EEA data subjects). Our processing of Your Data as processor is governed by our Data Processing Addendum (“DPA”), which is incorporated into these Terms by reference. The DPA sets out the subject matter, duration, nature, and purposes of processing, the categories of data subjects and personal data, our security obligations, sub-processor terms, and assistance with data subject rights.

Network Data

Network Data (as defined in Section 5) is collected with data minimization applied at the point of ingestion: personal identifiers are never received into the Orderly Intelligence system, whether the data originates from Orderly Hub or directly from carriers. We consider Network Data to be effectively anonymized and outside the scope of data protection law. To the extent any element of Network Data is nonetheless deemed personal data under applicable law, we process it as a controller on the basis of our legitimate interests in improving the accuracy, reliability, and security of the Service. Details are set out in our Privacy Policy.

International Transfers

The Service is operated from the United Kingdom and uses infrastructure and sub-processors located in the United States and other countries. Where personal data subject to the UK or EU GDPR is transferred outside the UK or EEA, we rely on appropriate safeguards, including the European Commission’s Standard Contractual Clauses, the UK International Data Transfer Addendum, and/or adequacy mechanisms such as the EU–US Data Privacy Framework (and its UK Extension) where a sub-processor is certified.

US Operations

If you or your customers are located in the United States, we process personal data in accordance with applicable US federal and state privacy laws, including, where applicable, the California Consumer Privacy Act as amended (CCPA/CPRA). Where we process personal data on your behalf, we act as a “service provider” and do not sell or share that personal data as those terms are defined under the CCPA.

Your Responsibilities

You are responsible for ensuring you have a lawful basis to collect and transfer personal data to us, for providing all required privacy notices to your customers and end users, and for responding to data subject requests relating to Your Data. We will provide reasonable assistance as described in the DPA.

7. 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.

8. 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

9. 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.

10. 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.

11. 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.

12. Fees, Prepaid Balance, and Payment

12.1 Subscription Fees

Certain features of the Service require a paid subscription. 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.

12.2 Payment Processing and Billing Providers

Payments are processed by Stripe, Inc. and its affiliates (“Stripe”), and usage-based billing is metered and calculated using Metronome, Inc. (“Metronome”). By providing a payment method, you authorize us and Stripe to charge that payment method for all amounts due under these Terms, and you agree to Stripe’s applicable terms, including the Stripe Services Agreement and, where applicable, the Stripe Connected Account Agreement. You consent to our sharing of your account, transaction, and usage information with Stripe and Metronome as necessary to process payments, meter usage, calculate invoices, prevent fraud, and comply with legal obligations. We do not store full payment card details on our systems.

You agree to keep at least one valid payment method on file for as long as you use Rates or maintain a Prepaid Balance.

12.3 Rates and Usage-Based Charges

If you purchase carrier services through the Service, you will be charged the Rates displayed at the time of purchase, together with any applicable surcharges, taxes, duties, and fees. Rates are quoted based on the shipment information you provide (including weight, dimensions, origin, destination, and service level). You are responsible for the accuracy of that information. Usage-based charges are calculated based on metered usage of the Service and are billed in accordance with your plan.

12.4 Prepaid Balance

To purchase Rates and other usage-based services, you must maintain a prepaid balance on your account (the “Prepaid Balance”). You may fund your Prepaid Balance using a payment method on file, and you may enable automatic top-ups at thresholds you configure.

• Sufficient funds required. Purchases of Rates require sufficient funds in your Prepaid Balance at the time of purchase. You may not overdraw your Prepaid Balance, and we may decline any transaction that would cause your balance to become negative.
• Negative balances. If, notwithstanding the above, your Prepaid Balance becomes negative for any reason (including carrier adjustments under Section 12.5, refunds reversals, chargebacks, or currency fluctuations), you must bring your account back to a positive balance promptly. You authorize us to charge any payment method on file for the outstanding amount, without further notice, until the negative balance is cleared.
• No interest; not a deposit. Your Prepaid Balance does not earn interest, is not a deposit or e-money account, and may only be used to pay for the Service. Unused Prepaid Balance is refundable upon account closure, less any amounts owed to us, except as otherwise required by law.

12.5 Carrier Adjustments and Additional Charges

Carriers (including, without limitation, UPS, FedEx, USPS, DHL, and Royal Mail) may audit shipments during or after transit and apply additional charges or corrections, including but not limited to:

• Adjustments for differences between declared and actual weight or dimensions (including dimensional-weight recalculations)
• Address correction fees for incorrect, incomplete, or undeliverable addresses
• Residential, remote-area, oversize, additional-handling, and peak-season surcharges
• Duties, taxes, customs fees, return-to-sender fees, and other carrier-imposed charges

These adjustments are determined by the carrier and may be billed to us days or weeks after the original shipment. You are responsible for all carrier adjustments and additional charges attributable to your shipments, regardless of when the carrier bills them, including after the shipment has been delivered or your account has been closed.

When we receive a carrier adjustment attributable to your shipment, we will:

1. Deduct the amount from your Prepaid Balance first. Adjustments will appear in your billing history with the associated shipment reference where available.
2. Charge your payment method on file for any amount not covered by your Prepaid Balance, which you hereby authorize.
3. Restrict or suspend your ability to purchase Rates or create shipments until all outstanding adjustments and negative balances have been paid in full, at our discretion.

If you believe a carrier adjustment is incorrect, you may dispute it by contacting us within 30 days of the adjustment appearing on your account. We will pass reasonable disputes through to the carrier where the carrier’s process permits, but the carrier’s determination is final, and disputing an adjustment does not suspend your obligation to pay it.

12.6 Chargebacks and Failed Payments

If a payment fails or is reversed (including by chargeback), we may suspend your account, restrict shipment creation, deduct the disputed amount plus any processor fees from your Prepaid Balance, and recover the amounts owed through any payment method on file. Initiating a chargeback for validly incurred charges is a material breach of these Terms.

12.7 Taxes

All fees are exclusive of taxes unless stated otherwise. You are responsible for all applicable taxes, including VAT, sales tax, and use tax, other than taxes on our income.

13. 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.

14. 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. We are not liable for the acts, omissions, delays, losses, or damages caused by carriers, including loss of or damage to shipments; your recourse for carrier performance is against the carrier under its terms of carriage. Our total liability for any claim shall not exceed the amount you paid us in the 12 months preceding the claim. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for death or personal injury caused by negligence or for fraud.

15. 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, and we do not warrant carrier transit times, delivery outcomes, or the accuracy of Rates quoted based on information you provide.

16. 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, infringement of any third-party rights, or inaccurate shipment information you provide.

17. 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 carrier adjustments, maintain a negative Prepaid Balance, 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. Any amounts owed to us, including carrier adjustments billed after termination, remain payable, and we may set off such amounts against any remaining Prepaid Balance before refunding the remainder. Sections regarding data ownership, payment obligations, limitation of liability, indemnification, and governing law survive termination.

18. 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.

19. 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. This does not affect any mandatory consumer or data protection rights you have under the laws of your country of residence.

20. General

• Entire Agreement: These Terms, together with the Privacy Policy and the Data Processing Addendum, 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.

21. Contact Us

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

Vextria Atlas Group Limited Email: legal@vextria.tech