General Terms and Conditions

1.1 Rumblestrip provide services to haulage contractors and freight forwarders to help them improve their business.

1.2 These general terms and conditions (the “T&C”), apply for all services provided to the Customer by Rumblestrip.

”Agreement” refers to all documentation that constitutes contractual content between the parties; the Service Agreement, the T&C, any appendices mentioned in the Service Agreement or in the T&C.

”Access Point” refers to the point or points at which Rumblestrip connects the Service to a public electronic communications network (internet) from which the Customer can access the Service via a web- or mobile application.

”Customer Data” refers to all raw data that the Customer or Rumblestrip, on behalf of the Customer, submit to the Service or that is created in the Service and which does not form part of the Service or the Documentation or can otherwise be considered to constitute Rumblestrip Data.

”Customer” refers to the company that according to the Service Agreement is the customer.

”Defect” refers to any deviations from the Service Specification. Deviations due to circumstances beyond Rumblestrip control does not constitutes a defect.

”Documentation” refers to any instructions or other documentation that Rumblestrip provides to the Customer at any time, for example by publishing such documentation at Rumblestrip’s webpage and/or customer page.

”Service Agreement” refers to the commercial agreement between the parties in which the Service that Rumblestrip shall provide to the Customer are specified. The Service Agreement may be an order from the Customer on Rumblestrip’s website or consist of a quote submitted by Rumblestrip and approved by the Customer orally or in writing, or a (digitally or physically) signed agreement.

”Service” refers to the Rumblestrip Better Truckin’ platform that Rumblestrip provides as a cloud-based standard web- and mobile application. The Service is provided with different functionality depending on the Customers choice as specified in the Service Specification.

“Service Specification” refers to any description of the Service that may be provided by Rumblestrip, e.g. at Rumblestrip’s website.

“Rumblestrip Data” refers to all data that Rumblestrip adds to the Service, including data in Documentation, features in the service, index or other data. All anonymized Customer Data that are aggregated and processed by Rumblestrip constitute Rumblestrip Data.

3.1 Rumblestrip provides the Service as a standardized cloud-based service. The Service may be offered with different functionality that the Customer can choose from depending on the Customer’s needs and priorities.

3.2 The Customer can choose to upgrade the Service to be able to use extra features in the Service. Such upgrade is made by the Customer and at the prices as described in Rumblestrip’s from time to time applicable pricelist.

3.3 Subject to Customer’s fulfilment of its payment obligations and the Customer’s use of the Service in accordance with this Agreement, Customer is granted a non-exclusive, non-transferable and time limited right to use the Service in accordance with the terms of the Agreement.

3.4 Rumblestrip reserves the right to make improvements, additions and changes to Service.

3.5 The Service is delivered when Rumblestrip makes the Service available at the Access Point.

3.6 If the Customer choose to use the version of the Service that Rumblestrip provides for free, Rumblestrip provides the Service “as is” and without any warranties and liabilities. Any terms in the Agreement which to their nature are not applicable to free versions of the Service shall not apply.

4.1 Rumblestrip shall deliver the Service in a qualified, technically competent and professional manner and in accordance with the Service Specification.

4.2 If the Service does not fulfil what the parties have agreed on in accordance with the Agreement, Rumblestrip shall, within a reasonable time and where practicable, rectify any Defect that the Customer has complained about without undue delay. Rumblestrip’s obligation to remedy the Defect does not apply if the remedy would cause inconvenience and costs to Rumblestrip that are unreasonably large in relation to the significance of the Defect for the Customer. Should Rumblestrip not correct the Defect without undue delay, and this materially affects the Customer, the Customer has the right to terminate the Agreement in accordance with what is stated in 9.3 a).

4.3 Rumblestrip is not responsible for changes and modifications of the Service or its setup that occur due to changes at the Customer.

5.1 Customer shall pay for the Service as agreed in accordance with the Service Agreement.

5.2 Unless otherwise agreed, the Customer is responsible for the following:

a) to maintain and update any equipment, software and communication services necessary to connect to and use the Service (such as ordinary computer, tablet and/or mobile phone);

b) to provide required information and data to Rumblestrip that are necessary for Rumblestrip to be able to provide the Service; and

c) to not let any third parties that are not specifically mentioned in the Service Agreement use the Service.

5.3 The Customer shall not copy, modify, create derivative work, reverse engineer or otherwise attempt to discover any source code of, or assign, sub-license or transfer any right in, the Service, data in the Service or part thereof.

5.4 If the Customer does not comply with the terms of the Agreement and does not make a correction within ten (10) days of Rumblestrip notifying the Customer of the non-compliance, Rumblestrip is entitled to suspend and/or cease providing the Service until a correction has been made. The Customer shall indemnify Rumblestrip for any costs or claims arising from the Customer´s use of the Service in violation of the terms of the Agreement.

6.1 The Service may not be used (i) for any unlawful or other purpose for which it is not intended, including to transmit, upload or post any computer viruses or other harmful files or codes; (ii) in any way so that the functionality of the Service is impaired, or in a way that is damaging or disruptive to other customers of Rumblestrip or their use of the Service; (iii) in a manner that could be perceived as defamatory or offensive in any way; or (iv) in any other way that could reasonably be expected to affect Rumblestrip or the Service adversely or reflect negatively on the goodwill, name or reputation of Rumblestrip or the Service.

6.2 The Customer is responsible for the following:

a) to comply with applicable law when using the Service; and

b) to follow applicable user guidelines and usage restrictions and limitations set out in the Service Description, Documentation or any other instructions from Rumblestrip regarding the use of the Service.

7.1 Rumblestrip provides the Service “as is” and “as available”, unless otherwise agreed.

7.2 Rumblestrip may from time to time make updates and perform maintenance of the Service at Rumblestrip’s discretion.

7.3 Rumblestrip’s responsibility for the provision of the Service in accordance with what is stated in this section 7 constitutes Rumblestrip’s total commitment and responsibility as regards to availability, support and maintenance in relation to the Customer.

8.1 The Customer shall pay the prices for the Service in accordance with Rumblestrip’s from time to time applicable price list, unless otherwise agreed in the Service Agreement.

8.2 The fees for the Service are paid in advance one (1) month at a time. The Customer can choose to pay when concluding the Agreement using a credit-card or choose to pay by invoice in which case the first invoice is sent in connection with the conclusion of the Service Agreement. Payment of invoices shall be made within thirty (30) days from the issuance of the invoice unless otherwise agreed in writing.

8.3 Rumblestrip may change the prices at any time at Rumblestrip’s discretion, unless otherwise agreed in the Service Agreement. Rumblestrip shall notify the Customer of such price adjustment [60] days before the adjustment starts to apply, giving the Customer [60] days to object. If the Customer objects to the price adjustment, the Customer has the right to terminate the Agreement in accordance with section 9.

8.4 If payment is late or incomplete, Rumblestrip is entitled to default interest in accordance with applicable Swedish Interest Act and a reminder fee and/or collection fee in accordance with applicable laws.

8.5 If payment is not received by Rumblestrip within ten (10) days from the date on which a written payment reminder was sent, Rumblestrip, in addition to other available funds under the Agreement, has the right to (i) immediately suspend Service and/or (ii) terminate the Agreement with immediate effect in accordance with section 9.4.

9.1 If the parties have not agreed otherwise, the Agreement becomes effective when the Service Agreement has been entered into (for example by the Customer approving Rumblestrip offer) and applies for one (1) month.

9.2 If the parties have not agreed otherwise, the Customer can terminate the Agreement at the end of each agreement term, by giving Rumblestrip thirty (30) days prior written notice of termination. If not terminated, the Agreement will be automatically renewed, for one (1) month at a time.

9.3 Each party has the right to terminate the Agreement with immediate effect if:

a) the other party has committed a material breach of the Agreement and does not take full correction of such breach within thirty (30) days of the other party giving written notice thereof; or

b) the other party is declared bankrupt, enters into liquidation, is the subject of corporate reorganisation, cancels its payments or can otherwise reasonably be assumed to have become insolvent.

9.4 Rumblestrip has the right to terminate the Agreement with immediate effect in the event of the Customer´s breach of any of its obligations pursuant to section 6 or 8.5, or Rumblestrip cannot meet Customer’s change request of the documented instructions regarding processing of personal data.

9.5 When the Agreement has expired or been terminated by Rumblestrip in accordance with section 9.4, the Customer shall immediately cease to use Service and both parties shall return or delete such information that is covered by confidentiality in accordance with section 10 including Documentation.

9.6 Rumblestrip shall, upon the Customer´s written request, return the Customer Data in a generally accepted format chosen by Rumblestrip. If Rumblestrip has actual costs for such return, the Customer shall reimburse Rumblestrip for such reasonable costs.

10.1 Rumblestrip shall always keep all Customer Data secret and shall have implemented routines to ensure that all employees and consultants that may access any such data are bound by confidentially obligations.

10.2 Both parties undertake not to publish or otherwise disclose to third parties without the written consent of the other party such information about the other party´s activities that is or can reasonably be assumed to be considered confidential except for:

a) information that is or has become generally known without the receiving party having violated this Agreement;

b) information from third parties without confidentiality undertaking that is generally known to the receiving party;

c) information without confidentiality undertaking that was known to the receiving party prior to receipt by the disclosing party;

d) disclosure or use of information required by law, regulation or by a regulatory authority. In the event of such disclosure, the disclosing party shall, if possible, notify the other party before such disclosure takes place; or

e) disclosure to advisors who are in turn bound by confidentiality.

10.3 Information that a party has stated must be confidential shall always be regarded as confidential information.

10.4 Each party is responsible for compliance with this confidentiality undertaking by its respective subcontractors, consultants and employees. The confidentiality undertaking under this section applies during the term of the agreement and for a period of three years after the Agreement has expired.

11.1 The Security and reliability of the Service are of utmost importance to Rumblestrip. Rumblestrip always takes sufficient and appropriate security measures and provide the Service in accordance with customary security standards.

11.2 The Customer shall ensure a safe management of login details used to access Service, passwords and similar and keep passwords and login details confidential. The Customer shall promptly inform Rumblestrip if anyone on the Customers side gained unauthorized access to the Service, or if Customer otherwise becomes aware of such unauthorized access.

11.3 The Customer is fully responsible for maintaining the security of its own IT-environment, such as the operating environment, networks and applications. The Service may require a certain version of web browser or operative system for the Service to function and/or its mobile application to be downloadable.

11.4 The Customer is also responsible for the security, accuracy, quality and legality of the Customer Data.

12.1 Within the scope of fulfilling the obligations under this Agreement, Rumblestrip will process personal data on behalf of the Customer. Customer is the controller for personal data and Rumblestrip is the processor.

12.2 The parties have entered into a data processing agreement for this purpose.

12.3 Rumblestrip may use Customer Data in aggregated or anonymous form, for use in statistics and for product development purposes, for example to develop and improve the Service.

13.1 The Customer retains the ownership of all rights, including intellectual property rights to the Customer Data. During the term of the agreement, Rumblestrip may use the Customer Data and data related to the Customer´s use of the Service in order to be able to develop the Platform, Service and otherwise provide the Service in the best possible way.

13.2 Rumblestrip or its licensors hold all rights, including intellectual property rights, to the Service, Rumblestrip Data and the Documentation (including, without limitation to, any development or improvements specifically performed on behalf of the Customer) including software and source code. Nothing in this Agreement shall be interpreted as a transfer of such rights, or any part thereof, to the Customer.

13.3 Subject to the limitation of liability in section 14, Rumblestrip undertakes to indemnify the Customer for claims from third parties based on the Customer´s use of the Service, or part thereof, in Sweden that infringes on such third party´s intellectual property rights.

13.4 Rumblestrip’s obligation to indemnify the Customer pursuant to this section 13 applies only provided that the Customer:

a) without undue delay notifies Rumblestrip in writing of claims made against the Customer;

b) allows Rumblestrip to control the defence and make all decisions alone in all related settlement negotiations; and

c) act in accordance with Rumblestrip’s instructions and cooperate with and assist Rumblestrip to the extent that Rumblestrip reasonably request.

13.5 If it is finally settled or comes to the knowledge of Rumblestrip that there is an infringement of a third party´s intellectual property rights, Rumblestrip may choose to either:

a) ensure the Customer a continued right to use the Service;

b) change the Service so that infringement no longer exists;

c) replace the infringing part of the Service, with any other non-infringing equivalent service; or

d) terminate or temporarily cease to provide Service and, after deducting the Customer´s reasonable benefit, repay the Customer´s fee paid for the Service, without interest.

13.6 If the Customer use the Service in breach of the terms in this Agreement, the Customer shall indemnify Rumblestrip for all damages caused by such breach.

13.7 Rumblestrip has the right to freely use the know-how, professional knowledge, experience and skills that Rumblestrip acquires through or in connection with providing the Service.

13.8 Rumblestrip obligations under this section 13 are conditional upon the Customer’s use of the Service exclusively in accordance with the terms of the Agreement.

13.9 This section 13 constitutes Rumblestrip total liability towards the Customer for infringement of third parties´ intellectual property rights.

14.1 In no event shall either party be liable for (i) any indirect, incidental, special, consequential, punitive or tort damages, nor (ii) for any loss of use or data, or production or for lost profits, savings, goodwill or revenues of any kind (whether direct, indirect or consequential); no matter what theory of liability, even if the party has been advised of the possibility of such damages.

14.2 Rumblestrip is not responsible for any decisions made or actions taken by Customer based on Rumblestrip Data, or other data that the Customer can access in the Service.

14.3 Party´s total liability for all damages, losses and causes of action under a year is limited to 100% of the amount paid by the Customer to Rumblestrip for the Service in accordance with the Agreement during the twelve (12) months preceding the time of the event causing such damage, loss or cause of action.

14.4 Rumblestrip is not liable for damages unless the Customer notifies Rumblestrip in writing no later than ninety (90) days after the Customer has discovered or should have discovered the actual damage or loss, but never later than six (6) months from the time the damage occurred.

14.5 The limitation of liability set forth herein does not apply in case of wilful misconduct or gross negligence.

14.6 Rumblestrip is not liable for any damage caused by, or responsible for the functionality of, any integrations made with any services or systems used by the Customer.

15.1 Either party shall be released from liability for failure to fulfil an obligation under this Agreement to the extent that performance is prevented by circumstances beyond the control of the party, such as: Internet limitation or slow connection, power outages, network intrusion, lawsuits, pandemics, labour disputes, loss of communications, mobilisation or large-scale military recruits, ordinances, rationing of fuel, goods or energy, and defects and delays in deliveries from subcontractors caused by any party outside the party´s control provided that the other party is notified immediately.

15.2 The parties have the right to terminate the Agreement if force majeure continues or will obviously continue for more than sixty (60) days.

16.1 Rumblestrip has the right to assign subcontractors for the performance of its obligations under the Agreement. Rumblestrip is responsible for the subcontractors´ work as for its own work.

16.2 All amendments to this Agreement shall be in writing and signed by both parties except as set forth below in this section 16.

16.3 If the grounds for the Agreement change significantly as a result of changes in law, constitution or by authority decision, Rumblestrip shall always have the right, with at least three (3) months´ written notice, to unilaterally amend the Agreement. The Customer has the right to terminate the Agreement with immediate effect if such change entails a significant inconvenience for the Customer. Rumblestrip shall in that case, after deducting the Customer´s reasonable benefit, repay the Customer´s fee paid for the Service, without interest.

16.4 Rumblestrip may make changes to these T&C at any time by notifying Customer of such change. If Customer does not agree to the changes in the T&C, the Customer can stop using the Service and terminate the Agreement in accordance with section 9.

16.5 The primary means of communication between the parties concerning the Service shall be via the medium that Rumblestrip directs the Customer to.

16.6 The Agreement constitute the entire agreement between the parties on all matters to which the Agreement relates. The contents of this Agreement and its appendices shall supersede all previous written or oral commitments and undertakings.

16.7 The respective documents described in the definition of the Agreement shall have mutual priority in the following order: (i) the Service Agreement, (ii) the T&C and (iii) any appendices. Any appendices shall have priority over each other in accordance with the order set out in the Service Agreement (if any). Any data processing agreement shall however always prevail.

16.8 The Agreement may not be transferred to a third party without the other party´s prior written consent. However, Rumblestrip has the right to transfer the Agreement to a third party if it takes place in connection with the transfer of Rumblestrip operations or part thereof. Rumblestrip also has the right to transfer the Agreement to companies within the same group as Rumblestrip.

16.9 The failure of a party to exercise any right under this Agreement or the failure to point out any condition attributable to this Agreement shall not constitute a waiver by a party of such right.
16.10 The following sections apply even after the termination of this Agreement: 9 (Term and termination), 13 (Intellectual property rights), 14 (Limitation of liability), 10 (Confidentiality), 17 (Applicable law and disputes).

17.1 This Agreement shall be governed by and construed in accordance with the laws of Sweden.

17.2 Any dispute arising out of or in connection with this Agreement shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC Institute”).

17.3 The Rules for Expedited Arbitrations shall apply, unless the SCC Institute, taking into account the complexity of the case, the amount in dispute and other circumstances, determines, in its discretion, that the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply. In the latter case, the SCC Institute shall also decide whether the arbitral tribunal shall be composed of one or three arbitrators.

17.4 The place of arbitration shall be Gothenburg. The language of the proceedings shall be Swedish and Swedish law shall apply to the dispute. Regardless of what has just been said, Rumblestrip shall always have the right to apply for an injunction to payment or bring an action regarding non-payment in a general court.

Last updated: 2021-05-01

Effective date: 2021-05-01