1. Definitions

Routix: the provider of the Routix Platform. Customer: any natural person or legal entity acting in the course of their trade, business, craft or profession and subscribing to the Platform. Platform: the Routix Transport Management System (SaaS). User: a natural person who uses the Platform on behalf of the Customer. Personal Data: as defined in the General Data Protection Regulation (GDPR). Data Processing Agreement (DPA): Annex 1 to these terms.

2. Applicability and Acceptance

These Terms of Service apply to every offer, use and agreement regarding the Platform. By registering or using the Platform, the Customer accepts these Terms of Service including the Data Processing Agreement (Annex 1). Deviations are only valid if agreed in writing.

3. Description of Service

Routix provides a cloud-based Transport Management System (TMS) including, but not limited to: order and trip management, planning and optimization, fleet and equipment management, reporting and AI support. AI support is advisory in nature; the Customer remains fully responsible at all times for operational, commercial and legal decisions. The Customer acknowledges that the Platform, including any AI-generated outputs, is intended for support purposes only. The Customer shall independently verify all outputs before use. Routix does not warrant the accuracy, completeness, or fitness for a particular purpose of any output generated by the Platform. Any onboarding, training, or support services are provided on a best-effort basis only. No specific outcomes, timelines, or results are guaranteed unless explicitly agreed in writing. Routix reserves the right to modify, expand or discontinue functionalities, provided that the core functionality is reasonably maintained.

4. Best-Efforts Obligation

All services provided by Routix are performed on a best-efforts basis, unless Routix has explicitly and in writing committed to a specific result.

5. Users and Accounts

The Customer is responsible for all activities within the account. User accounts are personal and may not be shared. The Customer is responsible for securing login credentials. Routix is not liable for damage resulting from unauthorized use via the Customer's account.

6. Subscriptions, Payment and Invoicing

Services are provided on a subscription basis. All prices are exclusive of VAT unless otherwise stated. Invoicing takes place in advance. Routix may suspend access in case of non-payment. No refund for early termination, unless legally required.

7. Price Changes and Indexation

Routix is entitled to periodically index the agreed rates based on inflation corrections, such as the Consumer Price Index (CPI) or a comparable objective benchmark. In addition, Routix is entitled to change rates and pricing models. Routix will inform the Customer of this in a timely manner, with a notice period of at least 30 days. If the Customer does not wish to agree to a price change, the Customer has the right to terminate the agreement in writing before the effective date of the change. Use of the Platform after the effective date of the amended rates constitutes acceptance of the new rates. Routix is entitled to pass on price increases from third parties, including but not limited to cloud providers, software suppliers and infrastructure services, to the Customer.

8. Early Adopter Arrangement

If Routix has granted the Customer a so-called early adopter arrangement under which one (1) branch is offered free of charge, that arrangement applies only for the duration of the uninterrupted agreement between the Customer and Routix. The free branch forms part of the pricing model applicable at that time and does not represent an independent right to a fixed price or separate compensation. The stated value of the free branch is indicative and may be adjusted by Routix. The arrangement is personal, non-transferable and applies only to the specifically agreed subscription. The arrangement automatically lapses if: (a) the agreement is terminated or interrupted, (b) the subscription or pricing model is changed, (c) the Customer switches to another product or service, or (d) there is abuse or improper use.

9. General Discounts and Promotions

Discounts, promotions and other pricing benefits offered by Routix are temporary in nature and apply only for the explicitly indicated period and conditions. No rights may be derived from such discounts for future periods, renewals or other services, unless expressly agreed otherwise in writing. Deviations from the foregoing, such as specific early adopter arrangements or structural pricing advantages, apply only if they have been expressly granted by Routix in writing and only under the conditions established for them.

10. Changes to Subscription Components

Routix reserves the right to change the content and scope of subscription components, including included functionalities and quantities, provided that the core of the service is reasonably maintained.

11. Data Protection and Privacy

The Customer is the data controller within the meaning of the GDPR. Routix is the processor and processes Personal Data exclusively: for the provision of the Service, in accordance with written instructions from the Customer, in accordance with the Data Processing Agreement (Annex 1). More information is included in the Privacy Policy.

12. Customer Data and Accuracy

The Customer is at all times responsible for the accuracy, completeness, timeliness and lawfulness of all information, data, documents and instructions provided to Routix by or on behalf of the Customer or entered via the Platform. Routix is not obliged to substantively verify the information, data, documents or instructions provided by or on behalf of the Customer for accuracy, completeness, timeliness or suitability, unless expressly agreed otherwise in writing. The Customer accepts that the operation, outputs and reports of the Platform depend in part on the accuracy and completeness of the data supplied or entered by the Customer. Routix is not liable for damage arising from incorrect, incomplete or outdated data or instructions from the Customer.

13. Intellectual Property

All intellectual property rights to the Platform belong to Routix or its licensors. The Customer only obtains a non-exclusive, non-transferable and revocable right to use.

14. Availability and Maintenance

The Platform is provided on an "as is" and "as available" basis without warranties of any kind, whether express, implied, statutory or otherwise, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, non-infringement, availability, accuracy, or error-free operation. No advice or information, whether oral or written, obtained from Routix or through the Platform shall create any warranty not expressly stated in these Terms. Routix does not guarantee uninterrupted or continuous availability of the Platform. Temporary interruptions, delays or errors may occur. The Customer acknowledges that software may inherently contain errors, malfunctions and interruptions. The occurrence of bugs, malfunctions or downtime does not in itself constitute an attributable failure by Routix. Routix does not warrant that the Platform will be error-free, secure or free from defects at all times. Routix does not warrant that the Platform is suitable for the Customer's specific purpose or use. Any service levels apply only if they are explicitly set out in a separate written agreement.

15. Notice of Default

Routix shall only become liable for an attributable failure if the Customer promptly gives Routix written notice of default, grants a reasonable period to remedy the failure, and Routix still remains attributably in default after that period. The notice of default must contain as complete and detailed a description as possible of the alleged failure, so that Routix is able to respond adequately and perform remedial work.

16. Expiry of Claims

Any claim for damages or other right of action by the Customer against Routix shall lapse if it has not been reported to Routix in writing and with reasons within a reasonable period after the Customer became aware, or could reasonably have become aware, of the fact causing the damage, and in any event no later than 12 months after it arose.

17. Liability

To the maximum extent permitted by law, Routix shall not be liable for any indirect, incidental, consequential, special, punitive or exemplary damages, including but not limited to loss of profits, loss of revenue, loss of data, business interruption, or loss of business opportunities. Routix shall not be liable for any damages resulting from: (a) decisions made based on AI-generated outputs or recommendations, (b) incorrect, incomplete, or outdated data provided by the Customer, (c) failures, downtime, or errors in third-party systems, including but not limited to cloud providers, APIs, integrations, or telematics systems, (d) unauthorized access resulting from the Customer's failure to secure credentials, (e) force majeure events, including but not limited to internet failures, infrastructure outages, or government actions. Routix shall also not be liable for any damage resulting from defects, bugs, errors or malfunctions in the Platform, unless such damage is the result of intent or gross negligence on the part of Routix. Routix is not obliged to remedy defects free of charge, re-perform services or provide replacement performance, unless agreed otherwise in writing. If and to the extent Routix is obliged to remedy a failure, such remedy or replacement of the relevant performance shall be Routix's sole obligation. This limitation of liability applies regardless of the legal basis of the claim, including but not limited to contract, tort or any other legal theory. To the extent Routix is held liable, Routix's total aggregate liability arising out of or relating to the Agreement shall in no event exceed the higher of: (a) the total fees paid by the Customer in the twelve (12) months preceding the first event giving rise to the liability; or (b) EUR 1,000. Nothing in these Terms shall exclude or limit liability where such limitation is not permitted by applicable law.

18. Force Majeure

Routix is not obliged to fulfil any obligation if it is prevented from doing so as a result of force majeure. Force majeure means any circumstance beyond the reasonable control of Routix, including but not limited to failures in internet or telecommunications infrastructure, outages of cloud or hosting providers, failures of third parties, cyber incidents, government measures, pandemics, strikes, energy outages and other situations that prevent or significantly hinder the performance of the services. During a force majeure situation, the obligations of Routix are suspended. If the force majeure situation continues for more than sixty (60) days, both parties have the right to terminate the agreement in writing without any obligation to pay damages.

19. Indemnification

The Customer indemnifies Routix against all third-party claims arising from: unlawful content or data from the Customer, violation of laws and regulations by the Customer, incorrect instructions to Routix.

20. Termination, Renewal and Data Retention

Subscriptions are automatically renewed for the same period as the initial term, unless the Customer terminates the agreement in writing with due observance of a notice period of at least 30 days before the end of the current term. After termination of the agreement, access to the Platform is terminated and data is retained for a maximum period of 12 months, unless a longer retention period is necessary for legal obligations, dispute resolution, or audit purposes. After this period, data is deleted or anonymized, unless longer retention periods are legally required. Routix does not guarantee that data will remain available at all times during this retention period and is not liable for loss of data after termination of the agreement.

21. Changes

Routix may modify these terms. Changes take effect 30 days after announcement via the Platform or email.

22. Applicable Law

Dutch law exclusively applies to these Terms of Service. Disputes are submitted to the competent court in the Netherlands. The Vienna Sales Convention is excluded.

23. Contact

Routix, Email: info@routix.nl

24. Language

These Terms of Service may be made available in multiple languages for convenience. In the event of any conflict or inconsistency between versions, the English version shall prevail.

Annex 1 – Data Processing Agreement (GDPR)

1. Roles

Customer: data controller. Routix: processor.

2. Subject and Duration

Processing of Personal Data for as long as the Service is provided and during the retention period as described in Article 20 of the Terms of Service.

3. Types of Data and Data Subjects

User data, Contact and account data, Operational transport data, Log and audit data.

4. Routix Obligations

Routix processes data only on instructions from the Customer, takes appropriate technical and organizational measures, ensures confidentiality, reports data breaches within 72 hours, and supports the Customer with GDPR requests.

5. Sub-processors

Routix may use sub-processors (such as cloud and infrastructure providers), provided: equivalent level of protection and contractual GDPR obligations. If Personal Data is processed outside the European Economic Area (EEA), Routix ensures appropriate safeguards in accordance with Chapter V GDPR, including Standard Contractual Clauses (SCCs) or an adequacy decision by the European Commission.

6. Audit and Supervision

The Customer may request an audit once a year, at their own expense, with reasonable notice.

7. Liability

Liability under this Data Processing Agreement follows the limitations from the Terms of Service.

8. End of Processing

After termination of the agreement, Personal Data is retained for a maximum period of 12 months, unless a longer retention period is necessary for legal obligations, dispute resolution, or audit purposes. After the retention period expires, Personal Data is deleted or anonymized, unless legal retention obligations require otherwise. Routix does not guarantee that data will remain available at all times during this retention period and is not liable for loss of data after termination of the agreement.