Terms of Service

Effective date: [EFFECTIVE_DATE] Last updated: 2026-02-19

1. Agreement

These Terms of Service (“Terms”) govern access to and use of the Raiden route optimization API and related services (the “Service”) provided by Raiden, [COMPANY_ADDRESS], Belgium.

By creating an account or making an API call you agree to these Terms. If you are acting on behalf of a company, you represent that you have authority to bind that company.

2. The Service

Raiden provides a vehicle routing and scheduling optimization API (“API”). The Service accepts structured JSON input describing stops, vehicles, and constraints, and returns optimized route plans. The Service operates on a pay-per-compute model: you submit solve requests, we return results, you pay for compute consumed.

2.1 API Access

Access is granted via API keys issued to your account.
You are responsible for all activity under your API keys.
You must not share API keys or embed them in client-side code.
We may issue multiple keys per account and revoke compromised keys on request.

2.2 Compute Units (CUs)

The Service is metered in Compute Units (CUs). One CU corresponds to one second of solver compute time. CU consumption is logged per API call and available via the dashboard and API.

2.3 Uptime & SLA

We target 99.5% monthly uptime for the API endpoint, excluding:

Scheduled maintenance (notified ≥ 24h in advance)
Force majeure events (see Section 16)
Issues originating in third-party infrastructure (Cloudflare, etc.)

Service credits for downtime below target:

Monthly uptime	Credit (% of monthly fees)
99.0% – 99.5%	10%
98.0% – 99.0%	25%
< 98.0%	50%

Credits are the sole and exclusive remedy for downtime. Total credits are capped at 50% of the monthly fee. Credits must be claimed within 30 days of the incident. Enterprise customers receive SLA terms and remedies as specified in their Order Form; these SLA credits apply to Enterprise customers only where expressly incorporated in their Order Form.

2.4 Spend Controls

We recommend setting a monthly spend limit in the dashboard. The Service will return HTTP 402 once the limit is reached. Limits are advisory — where enforcement of an advisory spend limit is delayed by measurement latency, we will credit any charges that exceed 200% of the stated limit back to your account in the following billing cycle.

3. Accounts & Registration

You must provide accurate registration information.
You must be at least 18 years old and have legal capacity to contract.
One person or legal entity may not maintain more than one free account.
You are responsible for maintaining the confidentiality of your credentials.

4. Fees & Payment

4.1 Pricing

Fees are charged based on CU consumption per the pricing page at raiden.dev/pricing, which may be updated with 30 days’ notice.

4.2 Billing

CUs are billed monthly in arrears or deducted from pre-purchased credit packs.
Invoices are issued via Stripe. Payment is due within 14 days of invoice.
Late payments accrue interest at 8% per annum above the Belgian statutory rate.

4.3 Taxes

Prices are exclusive of VAT. Belgian VAT (21%) or reverse-charge applies per EU rules. You are responsible for any taxes imposed in your jurisdiction.

4.4 Disputes

You must dispute any invoice in writing within 30 days of receipt. Undisputed amounts remain due.

4.5 Suspension for Non-Payment

We may suspend API access after 30 days of unpaid overdue amounts, with 7 days’ written notice.

4.6 Credit Packs

Pre-purchased credit packs: (a) are valid for 12 months from the purchase date unless otherwise stated at time of purchase; (b) are non-refundable except where required by applicable law; (c) where Raiden terminates the Service without cause, any unused credit pack balance will be refunded pro-rata at the purchase rate within 30 days of termination. Credit packs are not transferable between accounts.

5. Acceptable Use

Your use of the Service must comply with our Acceptable Use Policy. In summary, you may not:

Circumvent rate limits or access controls
Use the Service for illegal purposes or to harm third parties
Attempt to reverse-engineer or extract the underlying solver algorithms
Resell raw API access without a written reseller agreement

6. Intellectual Property

6.1 Our IP

The Service, API, documentation, algorithms, and all related software are owned by Raiden and protected by copyright, trade secret, and other IP laws. These Terms do not transfer any IP to you.

6.2 Your Data

You retain all rights to the data you submit (“Input Data”). You grant us a limited license to process Input Data solely to provide the Service and improve solver reliability (in anonymized, aggregated form only).

6.3 Output Data

Optimized route results (“Output Data”) generated from your Input Data are yours. We make no claim to Output Data.

6.4 Feedback

Any feedback or suggestions you provide may be used by us without restriction or compensation.

7. Confidentiality

For purposes of this section, “Confidential Information” means any non-public information disclosed by one party to the other that is marked as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, without limitation, pricing terms, technical specifications, API implementation details, and business plans. Confidential Information does not include information that: (a) is or becomes publicly known through no breach of these Terms; (b) was known to the receiving party before disclosure; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law, provided the receiving party gives prompt written notice where permitted.

Each party agrees to:

Use Confidential Information only to exercise rights or perform obligations under these Terms
Protect it with at least the same care as their own confidential information (no less than reasonable care)
Not disclose it to third parties without prior written consent

These obligations survive termination of these Terms for 5 years from the date of disclosure.

8. Data Protection

Processing of personal data submitted via the API is governed by our Privacy Policy and, where you are a data controller sending personal data to us as processor, our Data Processing Agreement.

9. EU AI Act Transparency (Art. 13)

The Raiden solver uses an Adaptive Large Neighbourhood Search (ALNS) metaheuristic. It is a deterministic combinatorial optimization algorithm, not a machine learning model. It does not make autonomous decisions about individuals. As of our classification, it falls outside the high-risk categories of Annex III of the EU AI Act. If your use case involves consequential decisions about employees or individuals, you remain responsible for human oversight of outputs.

10. Warranties & Disclaimers

We warrant that:

We have the right to provide the Service
The Service will materially conform to the documentation

The Service is provided “as is” for all other purposes. We disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.

11. Limitation of Liability

To the maximum extent permitted by Belgian law:

Neither party is liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, data loss, or business interruption.
Our total aggregate liability for any claims arising under these Terms is limited to the fees you paid in the 3 months preceding the claim. If no fees were paid in the 3-month period preceding the claim, our minimum aggregate liability shall be EUR 500.

These limitations do not apply to: death or personal injury caused by negligence, fraud, or any liability that cannot be limited by law.

12. Indemnification

12.1 Customer Indemnity

You agree to defend, indemnify, and hold us harmless from any claims, damages, or expenses (including reasonable legal fees) arising from:

Your use of the Service in violation of these Terms
Your Input Data infringing third-party rights
Your breach of applicable law

12.2 Raiden IP Indemnity

We agree to defend, indemnify, and hold you harmless from third-party claims alleging that the Service, as provided by us and used in accordance with these Terms, infringes any third-party intellectual property right. This obligation does not apply where the claim arises from: (a) your modification of the Service outputs; (b) your combination of the Service with third-party products not provided by us; or (c) your continued use after we have notified you of an infringement risk and provided a reasonable workaround.

13. Term & Termination

These Terms remain in effect while you have an active account.
Either party may terminate for convenience with 30 days’ written notice.
We may terminate immediately if you materially breach these Terms and fail to cure within 14 days of notice.
On termination: (a) access ceases; (b) outstanding fees become immediately due; (c) each party returns or destroys the other’s confidential information within 30 days; (d) any unused credit pack balance is refunded per Section 4.6.

Sections 6 (IP), 7 (Confidentiality), 10 (Disclaimers), 11 (Liability), 12 (Indemnification), and 15 (Governing Law) survive termination.

14. Changes to Terms

We may update these Terms with 30 days’ notice by email or dashboard notification. Continued use after the effective date constitutes acceptance. For material changes, we will seek explicit re-acceptance where required by law.

15. Governing Law & Disputes

These Terms are governed by Belgian law. Disputes are subject to the exclusive jurisdiction of the courts of [GOVERNING_LAW_JURISDICTION]. Nothing prevents either party from seeking injunctive relief in any jurisdiction.

16. Force Majeure

Neither party is liable for any delay or failure to perform its obligations to the extent caused by events outside its reasonable control, including natural disasters, war, terrorism, government action, labour disputes, pandemics, or failures of third-party infrastructure (including Cloudflare, internet backbone providers, or cloud infrastructure). The affected party shall: (a) promptly notify the other party in writing; (b) use reasonable efforts to mitigate the effects; and (c) resume performance as soon as reasonably practicable.

If a force majeure event prevents performance for more than 60 consecutive days, either party may terminate the affected services with 14 days’ written notice, without liability (other than for fees already accrued and CU credits refundable under Section 4.6).

17. General

Entire agreement: These Terms (together with the Privacy Policy, DPA, and AUP) constitute the entire agreement between the parties.
Severability: If any provision is unenforceable, the remainder stays in force.
Waiver: Failure to enforce a provision is not a waiver.
Assignment: You may not assign these Terms without our consent. We may assign to an affiliate or acquirer.
Notices: Legal notices to us at [COMPANY_EMAIL]. Notices to you at the email on your account.
Language: These Terms are in English. In case of conflict with any translation, the English version prevails.