General Terms and Conditions

Version 2.1, valid from 1 November 2026.

1. Parties & Definitions

The Supplier (“We”, “Us”, “Provider”): Navilog Solutions AB, Org. nr 556647-3848, Långvägen 35, 756 52 Uppsala, Sweden. Navilog Solutions AB is a wholly-owned subsidiary of Navichain AB, Org. nr 556853-1957. Incorporated and operating 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. The Service is not offered to consumers.

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.
“Plan” — The subscription the Subscriber has chosen for its whole organisation: Free, FLOW, SCALE or OPERATIONS, as described in the Price List.
“Price List” — The Supplier’s prices and plan limits published at navichain.se/pricing, as in force from time to time.
“Paid Job Role” — A permission in the Service that is charged per person under the Price List: Transport, Warehouse, Service, or Rental & Maintenance.
“Billing Period” — One month, running from the day of the month on which the Subscriber moved to a paid Plan.
“Vehicle” — A vehicle registered in the Service that is not archived, not out of service and not a forklift.
“Warehouse Site” — A warehouse facility registered in the Service; storage locations, shelves or bins within a facility are not Warehouse Sites.
“Order” — A customer or supplier order registered in the Service, counted once.
“Data” — All electronic data, text, messages, or other materials submitted to the Service by the Subscriber.
“Free Plan” — The non-paying Plan, limited as described in the Price List.
“DPA” — The Supplier’s Data Processing Agreement published at navichain.se/legal/dpa.
“Agreement” — These Terms together with the documents listed in Section 2.

2. Applicability, Scope & Contract Documents

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.

Contract Documents. The Agreement consists of: (a) any signed Order Form; (b) the DPA; (c) these Terms; and (d) the Price List. If they conflict, they apply in that order, except that the DPA always prevails on the processing of personal data. The Agreement is the entire agreement between the parties on its subject and replaces earlier proposals and correspondence. The Subscriber’s own purchasing terms do not apply.

Language. These Terms are published in several languages. If the versions differ, the English version prevails.

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 on the User’s own devices (Android or iOS).

Hosting & Uptime. The Service runs on the Supplier’s own servers in Sweden, with a database replica at a hosting provider in Finland. 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, Security & Privacy

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

Where Data Is Stored. Data is stored in the European Union: on the Supplier’s own servers in Sweden, with a database replica in Finland. Backups are kept in Sweden. Where a sub-processor or support staff working by remote access is located outside the EU/EEA, the Supplier relies on the safeguards provided by the General Data Protection Regulation (GDPR), as described in the DPA and on the sub-processor list at navichain.se/legal/sub-processors.

Data Processing Agreement. When the Supplier processes personal data on the Subscriber’s behalf, it does so as processor under the DPA, which forms part of the Agreement and applies to every Plan, including the Free Plan. Both parties shall comply with the GDPR.

5. Subscription, Fees & Payment

Price List. Fees are charged according to the Price List valid from 1 November 2026, which forms part of these Terms. All prices are in Swedish kronor (SEK), excluding VAT.

One Plan per Organisation. The Subscriber chooses one Plan for its whole organisation. The Subscriber may change Plan at any time: a move to a higher Plan takes effect immediately, a move to a lower Plan at the end of the current Billing Period.

What Is Charged. A paid Plan consists of: (a) the Plan’s monthly base fee; (b) a fee per person for each Paid Job Role that person holds — a person holding more than one Paid Job Role pays the full price of the most expensive and half the price of each other; (c) a fee per Vehicle; (d) a fee per Order beyond the number included in the Plan; (e) a fee per Warehouse Site beyond the number included in the Plan; and (f) the fee for each company-wide add-on the Subscriber has enabled. Administration, sales, purchasing and finance functions are included and carry no per-person fee. There is no separate fee for the mobile applications.

How Usage Is Counted. Every person who held a Paid Job Role at any time during a Billing Period is charged for the whole Billing Period; fees are not pro-rated. Vehicles and Warehouse Sites are counted at the end of the Billing Period. Orders are counted in the Billing Period in which they were created; quotes and drafts are not Orders, and an Order cancelled before any work on it started is not counted.

Free Plan. The Free Plan is free of charge within the limits stated in the Price List. The Service may refuse additions that would exceed those limits; continued use beyond them requires a paid Plan.

Existing Subscriptions. A Subscriber on a plan purchased before 1 November 2026 keeps that plan’s pricing until the Subscriber chooses to move to a Plan in the current Price List.

Automated Access. Access to the Service through its API is covered by the Subscriber’s Plan. The Supplier may require a separate agreement for unusually high-volume automated use that places a disproportionate load on the Service.

Invoicing & Payment Terms. The Plan’s base fee is invoiced in advance for each Billing Period; all other fees are calculated and invoiced after the Billing Period ends. Payment is due within thirty (30) days (Net 30). Late payments incur interest per the Swedish Interest Act.

Suspension for Non-Payment. If an invoice is more than fourteen (14) days overdue, the Supplier may suspend the Subscriber’s access to the Service after written notice. Data is kept during the suspension, and access is restored once the overdue amount has been paid. Fees continue to accrue during the suspension.

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 device, under its own agreement and separately from the Plan. 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, because every action in the Service, including on e-CMR documents, must be traceable to one person in the audit trail. Attempts to bypass licensing or run high-volume automated operations through standard User interfaces constitute a material breach.

Responsibility for Content. 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. 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 the Free Plan, 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. HaaS devices are covered by Section 6.

Force Majeure. Neither party is liable for a failure or delay caused by circumstances beyond its reasonable control, such as war, sabotage, cyber attack, natural disaster, fire, epidemic, labour dispute, government action, or the failure of energy supply, telecommunications or a sub-contractor affected by such a circumstance. This does not affect the obligation to pay fees.

Scope. The limitations and exclusions in this Agreement apply to the fullest extent permitted by mandatory law.

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 Period (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.

Data on Termination. After termination, the Subscriber may export its Data, and the Supplier then deletes it, as set out in the DPA. eCMR Canonical Records are retained as set out in Section 12.8.

Free Plan Sunset. Accounts on the Free Plan 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. eCMR Canonical Records are retained as set out in Section 12.8.

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

10. Intellectual Property & Confidentiality

Intellectual Property. The Service, including its software, design and documentation, and all intellectual property rights in it, belong to the Supplier or its licensors. For the term of the Agreement, the Supplier grants the Subscriber a non-exclusive, non-transferable right for its Users to use the Service for the Subscriber’s internal business purposes. No other rights are transferred. Suggestions and feedback the Subscriber gives about the Service may be used freely by the Supplier.

Confidentiality. Each party shall keep confidential any information received from the other party that is marked as confidential or that should reasonably be understood to be confidential, and use it only to perform the Agreement. This does not apply to information that is public, that the receiving party already had, or that must be disclosed by law or by order of an authority. This obligation survives termination of the Agreement for three (3) years.

11. Changes to these Terms

The Supplier may change these Terms. The Supplier notifies the Subscriber of a change by email to the account’s administrators or in the Service at least thirty (30) days before it takes effect. A change required by law, by an authority, or to protect the security of the Service may take effect immediately.

The Subscriber accepts a change by accepting it in the Service or by continuing to use the Service after it takes effect. A Subscriber that does not accept a change may terminate the Agreement before the change takes effect; this is the Subscriber’s only remedy. Termination under this Section does not entitle the Subscriber to a refund and does not affect HaaS commitments, except as Section 6 provides for a price increase.

The version in force is always published at navichain.se/legal/terms.

12. Electronic Consignment Notes (eCMR)

12.1 Scope

This Section applies whenever the Subscriber uses the Service to issue, exchange, store, or verify electronic consignment notes (“eCMRs”) in connection with the international or domestic carriage of goods by road.

12.2 Electronic form and legal equivalence

The Parties expressly agree that eCMRs issued through the Service:

constitute electronic documents within the meaning of Regulation (EU) No 910/2014 (“eIDAS”);
shall have the same legal effect, admissibility, and enforceability between the Parties as if executed on paper, and shall not be denied legal effect solely because they are in electronic form; and
may be relied upon as originals for the purposes of evidence in any judicial, arbitral, or regulatory proceeding between the Parties.

12.3 CMR Convention and 2008 Additional Protocol

The Parties acknowledge that international road carriage may be governed by the Convention on the Contract for the International Carriage of Goods by Road of 19 May 1956 (the “CMR Convention”) and its Additional Protocol concerning the Electronic Consignment Note of 20 February 2008 (the “eCMR Protocol”). The Subscriber is responsible for ensuring that its use of the Service complies with the mandatory requirements of the CMR Convention, the eCMR Protocol where ratified, and any other mandatory transport law applicable to the corridor of carriage.

12.4 Electronic signatures by agreement

The Parties agree that the following shall, between them, constitute the signatures of the corresponding parties on each eCMR:

the company stamp of the Subscriber applied automatically by the Service to the sender’s signature box (Box 22) and/or the carrier’s signature box (Box 23);
the company stamp of an assigned third-party carrier, where uploaded to the Service;
the signature captured at the point of delivery from the consignee or their authorized representative, drawn on the driver’s device; and
the cryptographic seal (SHA-256 hash and RFC 3161 trusted timestamp) applied automatically by the Service at the moment of issuance.

Together these shall be deemed sufficient to satisfy any requirement that an eCMR be signed by the relevant parties for the purposes of the Parties’ contractual relationships, without prejudice to any higher standard required by mandatory law (including, where applicable, the requirement for an advanced or qualified electronic signature under eIDAS or the eCMR Protocol — see §12.9 below).

12.5 Authority to bind

Each User who issues, signs, or causes the issuance of an eCMR through the Service warrants that they are authorized to bind their organization, and to apply that organization’s signature or stamp, in respect of the eCMR concerned. The Subscriber is responsible for ensuring that only authorized Users have access to issue or sign eCMRs.

12.6 Integrity and the canonical record

For each issued eCMR, the Service retains a canonical PDF together with its SHA-256 hash, RFC 3161 trusted timestamp, and full audit trail (the “Canonical Record”). The Parties agree that:

the Canonical Record is the authoritative version of the eCMR;
any copy of an eCMR may be verified against the Canonical Record at the public verification endpoint provided by the Service; and
the Canonical Record, the cryptographic hash, and the trusted timestamp shall, between the Parties, be conclusive evidence of the content of the eCMR and that its integrity has not been altered since issuance.

12.7 Onward binding of customers, consignees, and carriers

The Subscriber undertakes to procure that its customers, consignors, consignees, and any contracted carriers contractually accept the use of the Service for the issuance and exchange of eCMRs on terms substantially equivalent to those set out in this Section 12, including the provisions on electronic form (§12.2), signatures (§12.4), and integrity (§12.6).

12.8 Retention

Notwithstanding Section 9 and the deletion provisions of the DPA, the Supplier shall retain each Canonical Record for the longer of (i) the minimum period required by mandatory transport law applicable to the corridor of carriage, and (ii) ten (10) years from the date of issuance, in each case regardless of any termination of this Agreement or deletion of the Subscriber’s account. The Subscriber shall be entitled to access and download its Canonical Records during this retention period.

12.9 No derogation from mandatory law

Nothing in this Section 12 shall:

override any mandatory requirement of the CMR Convention, the eCMR Protocol where ratified, eIDAS, or other mandatory law applicable to the carriage; or
prevent any Party from supplementing an eCMR with a wet-ink signed paper original at handover where required by customs, mandatory law, or the bona fide commercial requirements of a counterparty.

Where mandatory law in a corridor of carriage requires an advanced or qualified electronic signature (as defined in eIDAS), the Subscriber is responsible for ensuring that the higher signature standard is applied for that corridor, including by procuring such signatures from a qualified trust service provider.

12.10 Survival

The provisions of §12.6 (Canonical Record and integrity), §12.8 (Retention), and this §12.10 shall survive termination of this Agreement.

13. Environmental & Emissions Estimates

Estimates only. Any carbon dioxide (CO₂), CO₂-equivalent (CO₂e), fuel-consumption, energy, or other environmental figures presented by the Service (each an “Emissions Estimate”) are modelled estimates, not measured or independently verified values. They are derived from route distances, generic or user-supplied vehicle parameters, assumed load factors, and standard published emission factors (including factors aligned with the GLEC Framework and UK DEFRA conversion factors).

Methodology and factors. An Emissions Estimate is calculated as modelled fuel or energy consumption multiplied by an emission factor. Default factors, the well-to-wheel (WTW) and tank-to-wheel (TTW) definitions, and assumed consumption are indicative and may not reflect the actual vehicle, fuel blend, gradient, weather, traffic, driving behaviour, or the true load carried. Factors and methodology may change without notice as standards or data sources are updated.

Not for compliance or reporting. Emissions Estimates are provided for indicative, operational, and planning purposes only. They are not intended, and must not be relied upon, for statutory, regulatory, or contractual emissions reporting; for carbon accounting, offsetting, trading, taxation, or eco-labelling; or for any representation to a third party, customer, or authority, unless the Subscriber has independently verified them against a recognised standard (for example ISO 14083) using primary data.

No warranty; Subscriber responsibility. The Supplier makes no warranty as to the accuracy, completeness, or fitness for any particular purpose of any Emissions Estimate and, to the maximum extent permitted by law, disclaims all liability arising from reliance on it. The Subscriber is solely responsible for verifying any figure before publishing, reporting, or otherwise relying on it. The limitations of liability in §8 apply in full to Emissions Estimates.

14. Notices & General Provisions

Notices. The Supplier sends notices under the Agreement by email to the administrators registered on the Subscriber’s account, or in the Service. The Subscriber sends notices to legal@navichain.se. An email notice is deemed received on the next business day after it is sent.

Assignment. The Subscriber may not assign the Agreement without the Supplier’s written consent. The Supplier may assign the Agreement to another company in the Navichain group or to a buyer of the business.

Severability. If a provision of the Agreement is held invalid or unenforceable, the remaining provisions continue to apply, and the invalid provision shall be replaced by a valid one that comes as close as possible to its purpose.

15. 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.

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

For legal questions: legal@navichain.se For general inquiries: info@navichain.se Privacy: privacy@navichain.se

Last updated: 1 November 2026