Terms of Service

TimeSpan is operated by Africa Procurement Group Ltd (company number 10553435), registered in England and Wales at Devonshire House, One Mayfair Place, London, England, W1J 8AJ ("we", "us", "our"). These Terms of Service (the "Terms") form a binding agreement between us and the organisation that opens an account ("you", "Customer").

These Terms incorporate, and you also agree to, our Privacy Policy, Acceptable Use Policy, Availability Statement and, where we process personal data on your behalf, our Data Processing Agreement.

TimeSpan provides an API and web platform for scheduling and routing optimisation, including Employee Shift Scheduling, Task Scheduling, Field Service Routing and Pickup & Delivery Routing solvers, an AI-assisted Copilot, dashboards, and supporting tools such as configuration profiles and webhooks (together, the "Service").

The Service produces proposed schedules and routes computed from the data and constraints you supply. It is a decision-support tool. It does not make decisions for you, and it does not verify that a proposal is lawful, safe or appropriate for your circumstances. Clause 8 sets out your responsibilities in this respect.

You are responsible for all activity under your account, including activity by your personnel and by anyone using your API keys, whether or not authorised by you. Keep credentials and API keys secret; treat a key as you would a password. You must notify us without undue delay at security@timespan.online if you know or suspect a credential has been compromised. You may revoke and rotate API keys at any time from the dashboard, and revocation takes effect immediately.

Paid plans are billed in advance on a recurring basis through our payment processor, Stripe, at the prices and usage allowances shown on our pricing page when you subscribe. Fees are stated exclusive of VAT and any other applicable taxes, which you pay in addition where chargeable.

Plans carry usage allowances (including monthly solve and Copilot allowances). We may meter, throttle or decline requests beyond your allowance, and may apply reasonable rate limits to protect platform stability for all customers. Free plans may be limited, changed or withdrawn at any time.

We may change prices for a renewal term on at least 30 days' notice before renewal. If you do not accept a price change, you may cancel before the renewal date. Cancellation and refunds are governed by our Refund & Cancellation Policy.

If payment fails, we may suspend access after giving you notice and a reasonable opportunity to fix the payment method. Amounts overdue may carry interest at the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998.

You retain all rights in the data you submit to the Service ("Customer Data"). You grant us a non-exclusive, worldwide licence to host, process, transmit and display Customer Data strictly to the extent necessary to provide, secure, support and maintain the Service for you, and to comply with law.

Where Customer Data includes personal data (for example, the names, contact details, working patterns or locations of your employees and technicians), you are the controller and we act as your processor. Our processing is governed by the Data Processing Agreement, which forms part of these Terms and prevails over them in the event of conflict on data protection matters.

We may generate and use aggregated, statistical and de-identified data derived from use of the Service (for example, solver performance benchmarks) to operate and improve TimeSpan, provided such data does not identify you, your personnel or any individual, and is not disclosed in a form that would allow re-identification.

We do not use Customer Data to train generative AI models. Copilot prompts are sent to our AI sub-processor for the sole purpose of returning your answer; see the Sub-processor list.

We maintain encrypted backups of the platform database as part of our own disaster-recovery arrangements, and describe them on our security page. Those backups exist to restore the Service; they are not a data-escrow or archival service for you.

You must comply with our Acceptable Use Policy. In particular you must not attempt to circumvent usage allowances, rate limits or entitlement checks, reverse engineer or copy the Service, probe or attack its security, resell or provide the Service to third parties except as expressly permitted, or use the Service to process special category personal data without first agreeing appropriate additional measures with us in writing.

The quality of any output depends entirely on the accuracy and completeness of the data and constraints you supply. We do not audit, validate or warrant your inputs. You are responsible for having a lawful basis to provide personal data to us, and for issuing any privacy notices and obtaining any consents your own staff or customers require.

The Service, including all software, source code, models, solver logic, algorithms, APIs, documentation, user interfaces, designs and the TimeSpan name and branding, is and remains our exclusive property and that of our licensors. Nothing in these Terms transfers any ownership to you.

Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service during your subscription term for your own internal business purposes.

You must not copy, adapt, translate, decompile, disassemble or reverse engineer any part of the Service, nor attempt to derive its source code, structure or algorithms, except strictly to the extent such restriction cannot lawfully be prevented (including under sections 50B and 296A of the Copyright, Designs and Patents Act 1988). You must not use the Service to build, train or assist a competing product, nor benchmark it for publication without our prior written consent.

If you send us feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free licence to use them without obligation to you.

Each party may receive confidential information of the other. Each party will keep the other's confidential information secret, use it only for the purposes of this agreement, and disclose it only to personnel and advisers who need it and are under equivalent duties. These obligations do not apply to information that is or becomes public through no breach, was already known free of restriction, is independently developed, or must be disclosed by law or a regulator, provided that (where lawful) the disclosing party is given prior notice.

The Service depends on third-party infrastructure, including hosting, database, payment, mapping and AI providers. Outages, changes or withdrawal of those services are outside our reasonable control. We may also carry out maintenance, and will use reasonable efforts to schedule planned maintenance to limit disruption.

A committed service level with service credits is available only where we have signed a separate written service level agreement with you as part of an Enterprise plan. Where such an SLA exists, service credits are your sole and exclusive financial remedy for failure to meet the committed availability target. Full detail is in our Availability Statement.

We warrant that we will provide the Service with reasonable care and skill, and that we have the right to grant the rights we grant here.

Otherwise, and to the fullest extent permitted by law, the Service is provided "as is" and we exclude all other warranties, conditions, representations and terms, whether express or implied by statute, common law or otherwise, including any implied terms as to satisfactory quality, fitness for a particular purpose or non-infringement. In particular we do not warrant that the Service will be uninterrupted or error-free, that defects will be corrected, that results will be optimal, accurate, feasible or lawful for your circumstances, or that output of the AI Copilot will be accurate or complete. AI-generated content may be wrong and must be verified before you rely on it.

13.1 Liabilities we do not exclude. Nothing in these Terms excludes or limits our liability for: death or personal injury caused by our negligence; fraud or fraudulent misrepresentation; any liability under section 2(1) of the Unfair Contract Terms Act 1977; breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or any other liability that cannot lawfully be excluded or limited.

13.2 Losses we exclude. Subject to clause 13.1, we are not liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any: loss of profit, revenue, business, contracts or anticipated savings; loss of or damage to goodwill or reputation; loss, corruption or unavailability of data (subject to clause 6); business interruption or downtime; wasted management time; regulatory fines or penalties imposed on you; or any indirect or consequential loss, in each case however arising and even if foreseeable or if we were advised of the possibility.

13.4 Allocation of risk. You acknowledge that the fees for the Service reflect the allocation of risk in this clause 13, that the limits are reasonable in the circumstances given the nature of the Service as a decision-support tool reviewed by you before use, and that you are able to insure against, or otherwise bear, losses exceeding these limits. Clause 13 survives termination.

You will indemnify us against all losses, liabilities, damages, costs and reasonable legal fees we incur arising out of or in connection with: your breach of clauses 7, 8 or 9; any claim that Customer Data infringes a third party's rights or was supplied to us unlawfully; any claim brought by your personnel, customers or a regulator relating to a schedule, roster or route you adopted; and your use of the Service in breach of applicable law. Your obligations under this clause are not subject to the cap in clause 13.3.

This agreement runs for your subscription term and renews automatically unless cancelled. You may cancel at any time with effect from the end of the current billing period.

We may suspend access immediately, without liability, where we reasonably believe it is necessary to protect the security, integrity or availability of the platform, to stop unlawful or abusive use, or where fees are overdue. Where practicable we will tell you first and restore access once the cause is resolved.

Either party may terminate for material breach that is not remedied within 30 days of written notice, or immediately if the other becomes insolvent. On termination your right to use the Service ends. You may export Customer Data during your subscription and for 30 days afterwards, after which we may delete it in accordance with the DPA and our retention schedule.

We may change the Service to improve it, to reflect changes in law, or for security. We will not make a change that materially degrades a core function of the plan you are paying for during a term you have already paid for, except where required for legal or security reasons.

We may amend these Terms. For changes that are materially adverse to you, we will give at least 30 days' notice by email or in-product notice before they take effect. If you object, you may terminate before the change takes effect; continued use afterwards constitutes acceptance. Minor changes and changes required by law may take effect immediately.

We are not liable for any failure or delay caused by events beyond our reasonable control, including failures of third-party infrastructure or telecommunications, cyber attack, denial of service, power failure, epidemic, industrial action, act of government, war or natural disaster. If such an event continues for more than 30 days, either party may terminate on written notice.

Assignment. You may not assign or transfer this agreement without our written consent. We may assign it to an affiliate or in connection with a merger, reorganisation or sale of the business or assets to which it relates.

Entire agreement. These Terms, together with the documents they incorporate, are the entire agreement and supersede all prior discussions. Each party confirms it has not relied on any statement not expressly set out here. Nothing limits liability for fraudulent misrepresentation.

Severance and waiver. If any provision is held unenforceable, it is modified to the minimum extent necessary or severed, and the remainder continues in force. A delay in enforcing a right is not a waiver of it.

Third parties. A person who is not a party has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.

Notices. Legal notices to us go to legal@timespan.online and to our registered office. Notices to you go to the email address on your account, which you must keep current.

This agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), is governed by and construed in accordance with the law of England and Wales. The courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim.