Legal

Terms of Service

Last updated: January 6, 2025

General Terms and Conditions

1. Parties & Definitions

The Supplier ("We", "Us", "Provider"): Navilog Solutions AB, a wholly-owned subsidiary of Navichain AB. Registration Number (Org. nr): 556647-3848. Registered Address: Långvägen 35, 756 52 Uppsala, Sweden. Incorporated and operating exclusively under the laws of Sweden.

The Subscriber ("You", "Client"): Any legal entity or individual acting in a professional capacity that registers for an Account or executes an Order Form for the Service.

Definitions:

  • "Service" — The navichain SaaS platform, including the web interface, mobile applications for drivers, and any related APIs.
  • "User" — An individual employee or contractor authorized by the Subscriber to access the Service.
  • "HaaS" — Hardware as a Service; specifically, the vehicle tracking devices provided by the Supplier.
  • "Node" — An individual User account or a designated Vehicle connected to the Service.
  • "Data" — All electronic data, text, messages, or other materials submitted to the Service by the Subscriber.
  • "Freemium Account" — A limited, non-paying subscription tier of the Service.
  • "NCC" (Navichain Compute Credits) — The internal unit of measurement for underlying infrastructure consumption (e.g., API calls, AI processing, storage).

2. Applicability & Scope

These General Terms and Conditions ("Terms") apply to all agreements between the Supplier and the Subscriber regarding the use of the Service. By creating an account or signing an order form, the Subscriber accepts these Terms in full.

3. The Service & Availability (SLA)

Service Description. The Service provides logistics management, smart planning, automated invoicing, e-CMR handling, and vehicle tracking capabilities. The mobile application for drivers is designed to operate seamlessly on the User's own devices (Android or iOS).

Hosting & Uptime. The Service is hosted in secure, enterprise-grade data centers located strictly within the European Union. The Service is provided on a commercially reasonable "best effort" basis to ensure high availability. The Supplier reserves the right to suspend the Service temporarily for maintenance or security purposes.

Third-Party Dependencies. Certain functionalities (including GPS mapping, route calculation, telematics tracking, SMS dispatch, AI data extraction, and payment processing) rely on third-party providers. The Supplier's commitments regarding uptime, accuracy, and availability are limited to the Supplier's own proprietary infrastructure. The Supplier does not warrant the continuous availability or absolute accuracy of third-party services and shall not be held liable for disruptions, errors, or outages caused by upstream third-party failures.

Support & Bug Resolution. The Supplier is committed to continuously improving the Service and will make commercially reasonable efforts to resolve critical bugs within a reasonable timeframe. The Supplier does not guarantee specific resolution times and is under no obligation to immediately fix every reported minor or cosmetic defect.

4. Data Residency, Security & Privacy

Data Ownership. The Subscriber retains full and exclusive ownership of all Data.

EU Data Residency. All Data is hosted on servers located strictly within the European Union. The Supplier is a Swedish entity with no US operations, and all core data processing is governed exclusively by Swedish and European law. Both parties agree to comply fully with the General Data Protection Regulation (GDPR). A separate Data Processing Agreement (DPA) is available upon request.

5. Subscription, Fees & Payment

Core Subscription Fees (Track A). The core subscription fee is 199 SEK per month per Node for the Professional Tier. For the Enterprise Tier, the fee consists of a 2,990 SEK monthly Base Fee plus 199 SEK per month per Node.

Agile Billing (Pro-Rata). Node licenses on all paid tiers are billed per started 24-hour cycle during a calendar month at 199/30 SEK, up to a maximum of 199 SEK per Node per month. The Enterprise Base Fee is a fixed monthly charge and is not subject to pro-rata billing.

Agility Tier (Track B). External or casual users can be assigned runs without a monthly license for a flat 7 SEK per assignment.

Pooled Quotas & NCC. Every paid Node contributes NCCs to a company-wide pool. Actions consuming infrastructure (routing, AI, storage) deduct NCCs dynamically. Unused NCCs do not roll over. Overages are billed automatically at the actual rate per excess credit.

Enterprise Integration (API Gate). Standard Node licenses are for human UI access only. Headless API access consumes NCCs and requires an Enterprise Tier or a separate metered API contract.

Invoicing & Payment Terms. Fees are calculated and invoiced monthly in arrears. Payment is due within thirty (30) days (Net 30). Late payments incur interest per the Swedish Interest Act.

Price Adjustments. The Supplier reserves the right to modify fees with at least thirty (30) days' written notice. The Subscriber may terminate before new rates apply.

6. Hardware as a Service (HaaS)

Connected Vehicle HaaS. HaaS is billed at 199 SEK per month per Node (vehicle). Devices remain the Supplier's property and require no additional equipment.

Hardware Payback Protection. Each HaaS device requires a mandatory minimum commitment of twelve (12) months.

Early Termination. If the Subscriber cancels before the 12-month term, the remaining balance becomes immediately due. If termination is due to a Supplier-initiated price increase (Section 5), the HaaS commitment is waived provided devices are returned in working order.

Warranty & Return. HaaS devices are subject to the OEM warranty. Manufacturer-covered defects are covered by the Supplier. Damage not covered by the manufacturer is the Subscriber's responsibility. Upon termination, devices must be returned within 14 days.

7. Subscriber Obligations & Acceptable Use

Confidentiality of login credentials must be maintained. Unlawful use, reverse engineering, and unauthorized reselling are prohibited.

Strict 1:1 Licensing (Fair Use). Sharing a single User account among multiple individuals is strictly prohibited. This ensures a legally compliant audit trail for e-CMR signatures and system changes. The Service employs anti-overlap logic to enforce this. Attempts to bypass licensing or run high-volume automated operations through standard User interfaces constitute a material breach.

Responsibility for Content. The Supplier acts as a technical processor and passive conduit for the Data. The Subscriber bears sole responsibility for the accuracy, legality, and regulatory compliance of all Data entered into the Service. The Supplier assumes no liability for Data content, including incorrect transport documentation, ADR misclassifications, or unauthorized transmission of sensitive information. The Subscriber agrees to indemnify and hold harmless the Supplier against any third-party claims arising from unlawful use of the Service.

8. Limitation of Liability & No Refunds

"As-Is" Provision. The Service is provided on an "as-is" and "as-available" basis without warranties of any kind regarding performance, availability, accuracy, or fitness for a particular purpose.

Exclusion of Damages. To the maximum extent permitted by Swedish law, the Supplier shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, or data.

Aggregate Liability. The Supplier's total aggregate liability for direct claims shall be limited to the total amount paid by the Subscriber during the three (3) months preceding the event giving rise to the claim. For Freemium accounts, liability is 0 SEK.

No Refunds. All fees are final and non-refundable. No refunds, pro-rated refunds, or credits are provided for partial billing cycles, early terminations, or unused Services.

No Guarantee of Financial Outcomes. Any marketing materials referencing "cost control" or "savings" are for descriptive purposes only. The Supplier makes no warranty that use of the Service will result in financial savings or improved margins.

Device and Hardware Liability. The Supplier disclaims all liability for damage, hardware failure, battery degradation, or data loss on any device used to access the Service.

9. Term & Termination

This Agreement remains in effect until terminated. The Subscriber may terminate at any time, effective at the end of the current billing month (subject to HaaS commitments). The Supplier may terminate immediately if the Subscriber breaches any material term and fails to cure within ten (10) days of notice.

Freemium Account Sunset. Freemium Accounts with no login activity for ninety (90) consecutive days may be permanently deleted. The Supplier will attempt to notify the Subscriber via email prior to deletion.

Right to Discontinue Free Services. The Freemium tier is offered at the Supplier's discretion and may be modified or discontinued at any time. Active Freemium Subscribers will receive thirty (30) days' notice to upgrade or export their Data.

10. Governing Law & Dispute Resolution

This Agreement is governed by the substantive laws of Sweden. Any dispute shall be settled by the general courts of Sweden, with the District Court of Uppsala as the court of first instance.

11. Referral Program ("Navichain Pionjar")

Open to all active Subscribers (Free or Paid). Referring a new independent legal entity that becomes a paid Subscriber grants a software credit equivalent to the referred customer's monthly subscription value, applied month-to-month for up to 6 months. Credits are applied automatically to invoices, have no cash value, and are non-transferable. Fraudulent activity voids credits.

Navilog Solutions AB Langvagen 35, 756 52 Uppsala, Sweden Org. nr: 556647-3848

For legal questions: legal@navichain.se For general inquiries: info@navichain.se Data Protection Officer: dpo@navichain.se

Last Updated: January 6, 2025

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