SaaS Agreement
This agreement is made on 7 November 2026 between:
- Cloudline Software Ltd, of 12 Harbour Road, Dublin D02 X285, Ireland ("the Provider"); and
- Brightway Logistics BV, of Kade 20, 3011 AB Rotterdam, Netherlands ("the Customer").
The Provider offers hosted software over the internet, and the Customer wishes to subscribe to it for its business. They agree as follows.
1. The service
1.1 The Provider will make available to the Customer RouteDesk (the "Service"), which is a hosted route planning and delivery tracking platform that lets dispatchers plan routes, follow vehicles and share delivery times with their customers. The Customer subscribes to the "Business" plan.
1.2 The Service is hosted and run by the Provider. The Customer does not receive a copy of the software and does not need to install anything except what the Provider describes in its documentation.
1.3 The Provider will give the Customer access to the Service and to its current documentation from 1 January 2027, and will provide it with the skill and care of an experienced provider of similar services.
1.4 The Customer's access is for its own internal business use and for its staff and contractors who need it ("Users"). The Customer may not resell the Service unless the Provider agrees in writing.
2. Subscription term and renewal
2.1 The subscription starts on 1 January 2027 and runs for 12 months (the "Initial Term").
2.2 At the end of the Initial Term, and of each renewal, the subscription renews for a further 12 months, unless either party gives the other written notice at least 60 days before the end of the current term that it does not want it to renew. The Initial Term and each renewal together are the "Term".
2.3 The Provider will remind the Customer of an approaching renewal, and of any change to the fee, at least 60 days before the term ends.
3. Fees and payment
3.1 The Customer will pay the Provider a subscription fee of EUR 1,450 a month. The Provider will invoice the fee in advance for each period that it covers.
3.2 The Customer will pay each invoice within 30 days of the date of the invoice, by the means named on it, without deduction except as the law requires. The fees are exclusive of value added tax, sales tax and similar taxes, which the Customer will pay where they apply. Each party pays the taxes on its own income.
3.3 The Provider may increase the fee for a renewal term by notice given as set out in section 2.3. The increase will not be more than 5% of the fee for the term that is ending. The fee does not change during a term, except for use above the limits under section 4.
3.4 A sum that is not paid on time carries interest at 1% a month, or the highest rate the law allows if that is lower, from the due date until payment, except on a sum that the Customer disputes in good faith and tells the Provider about before the due date.
3.5 The Provider may suspend the Service under section 9 if an undisputed invoice remains unpaid 15 days after a written reminder.
4. Usage limits and extra use
4.1 The plan includes the following use.
Up to 25 named users
Up to 20,000 delivery stops a month
50 GB of stored documents
4.2 Use above the limits is charged at EUR 0.05 for each extra delivery stop and EUR 12 a month for each extra user and invoiced with the next invoice. The Provider will tell the Customer when it goes over, and the Customer may reduce its use or move to a larger plan by written notice from the start of the next invoice period.
5. Service levels and support
5.1 The Provider will make the Service available for at least 99.9% of the time in each calendar month (the "Uptime Target"). Time when the Service is not available because of the following does not count against the Provider.
- planned maintenance of which the Customer was told at least 3 working days before;
- a failure of the Customer's own equipment, network or software, or of a third party that the Provider does not control;
- suspension of the Service under section 9;
- an event under section 19.
5.2 The Provider will give help with the Service during these support hours: 9:00 to 18:00 Central European Time, Monday to Friday, except public holidays. The Customer may report a problem by the support channel named in the documentation. The Provider will answer reports within the times in this table, and will keep working on the problem until it is solved or a workaround is in place.
| Priority | What it means | First response |
|---|---|---|
| Critical | The Service is not available, or an important function does not work for all Users and there is no workaround | 1 hour |
| High | An important function is seriously affected, or does not work for many Users, but a workaround exists | 4 hours |
| Normal | A minor fault, a question or a request for help | 1 working day |
5.3 For a critical problem the Provider will work on it without a break until it is solved, will update the Customer at least every 4 hours and will send a short written report of the cause afterwards.
5.4 If the Service is available for less than the Uptime Target in a calendar month, the Customer is entitled to a credit against its next invoice, as in this table.
| Availability in the month | Service credit |
|---|---|
| Below 99.9%, and 99% or more | 5% of the monthly fee |
| Below 99% | twice that percentage of the monthly fee |
5.5 The Customer must ask for a credit in writing within 30 days of the end of the month. The credit is applied to the next invoice or, if none is due, paid within 30 days. It is the Customer's only remedy for missing the Uptime Target, except that the Customer may end this agreement under section 17.3.
6. Customer data and data protection
6.1 As between the parties, the Customer owns all data, files and content that the Customer or its Users put into the Service, and all results the Service produces from them ("Customer Data"). The Customer gives the Provider the right to use Customer Data only as needed to provide and support the Service, to keep it secure and to meet the law, as this agreement allows.
6.2 The Provider will not sell Customer Data, will not use it to train models or build products for others, and will not look at it except to give support the Customer has asked for, to stop a security or abuse problem, or because the law requires it. It may use data about how the Service is used, from which no person or customer can be identified, to run and improve the Service.
6.3 The Customer is responsible for having the right to put Customer Data into the Service, for the lawfulness of the way it uses the Service, and for giving any notice and getting any consent the law requires from the people whose data it is.
6.4 Where the Customer Data contains personal data, the Provider acts as the Customer's processor and will process it only on the Customer's written instructions, which are this agreement and the Customer's use of the Service. The Provider will:
- keep it secure as set out in section 7;
- help the Customer to respond to requests from the people whose data it is, and to meet its own duties on security, impact assessments and breaches, as far as it reasonably can;
- tell the Customer without undue delay, and in any case within 72 hours, after it learns of a breach of security that affects the personal data;
- delete or return the data at the end as set out in section 18;
- give the Customer the information it reasonably needs to show that the Provider keeps to this section, and allow an audit once a year, at the Customer's cost and at a time agreed beforehand, unless a breach has happened or a regulator asks for one.
6.5 The Provider will keep Customer Data in data centres in the European Union. It will not move it to another region without telling the Customer at least 30 days before, and will make sure that any move meets the law that applies to the Customer Data.
6.6 The Provider may use other companies to help it provide the Service ("Subprocessors"), if it keeps a current list of them available, gives the Customer at least 30 days' notice of a new one and binds each one to duties of protection no less strict than this section. The Customer may object to a new Subprocessor on reasonable grounds. If the parties cannot find a solution, the Customer may end the affected part of the Service and be repaid any fee paid for the time after that.
7. Security
7.1 The Provider will protect the Service and Customer Data with technical and organisational measures that are suitable to the risk and in line with good practice in its trade. These include at least:
- encryption of Customer Data in transit and where it is stored;
- access to Customer Data limited to the staff who need it, with strong sign-in and a record of access;
- regular backups, kept in a different place from the main system, and tests that show they can be restored;
- a written plan for responding to a security incident and for keeping the Service going after a disaster.
7.2 The Provider will give the Customer a summary of its security practices and of its latest independent audit or certification, if it has one, on request, under the duty of confidence in section 12.
8. Acceptable use
8.1 The Customer will not, and will not let others:
- use the Service for anything unlawful, or to store or send material that is unlawful, that infringes the rights of another or that contains a virus or other harmful code;
- try to get into the Service, or into the data of another customer, without permission, or test its security without the Provider's written agreement;
- copy, change, translate, take apart or try to find the source code of the Service, except as the law allows despite this clause;
- harm the speed or availability of the Service for others, or get round its usage limits;
- share an account between several people, or give access to people who are not Users.
9. Suspension
9.1 The Provider may suspend access to all or part of the Service if:
- an undisputed invoice is not paid as set out in section 3.5;
- the Customer or a User breaches section 8, and it does not stop within 3 working days of a written notice; or
- it is needed at once to protect the Service, other customers or Customer Data from a serious threat, or the law requires it.
9.2 The Provider will keep the suspension as narrow and as short as it can, will tell the Customer beforehand if it can (and otherwise at once afterwards) and will give the reason. It will restore access as soon as the cause is removed. The Customer is not entitled to a credit for time when the Service is suspended under this section, and still has to pay the fee for it, except where the suspension was not justified.
10. Customer responsibilities
The Customer will give the Provider the information, decisions and help it reasonably needs to provide the Service, in good time, will make sure that its Users keep to this agreement and are its responsibility, and will keep the contact details that the Provider uses for notices and security matters up to date.
11. Intellectual property and feedback
11.1 The Provider keeps all rights in the Service, its software, its design, its documentation, and everything that it improves or creates for the Service, including its name and logos. This agreement gives the Customer only the right of access that section 1 describes, for the Term. It does not transfer any right to the Customer.
11.2 The Customer keeps all rights in Customer Data and in its own name and logos. The Provider may not use the name or logo of the Customer in its marketing without the Customer's written agreement.
11.3 If the Customer gives the Provider ideas or comments about the Service ("Feedback"), the Provider may use them freely, without charge or duty to the Customer. Feedback does not include Customer Data.
11.4 The Provider will defend the Customer against a claim by a third party that the Service, used as this agreement allows, infringes that party's intellectual property rights, and will pay the costs and damages that a court finally awards or that the Provider agrees to in a settlement, if the Customer tells it promptly in writing, lets it control the defence and helps as it reasonably asks. If a claim is made or likely, the Provider may change the Service so it does not infringe, get the right for the Customer to keep using it or, if neither is reasonably possible, end the affected part of the Service and repay the fee for the rest of the paid period. This section does not apply to claims that come from Customer Data, from the Customer's changes, or from use together with things the Provider did not supply.
12. Confidentiality
12.1 Each party will keep confidential the information that the other gives it and that is marked as confidential or that a reasonable person would see as confidential, including Customer Data and the non-public parts of the Service ("Confidential Information"). It will use it only for this agreement and disclose it only to staff, advisers, insurers and Subprocessors who need to know it and are bound by a duty of confidence at least as strict.
12.2 This duty does not apply to information that is or becomes public without a breach of this agreement, that the receiving party already had or gets from another source without a duty of confidence, or that it builds on its own. A party may disclose information that the law, a court or a regulator requires it to disclose, if it tells the other party first where the law lets it, and discloses only what is required.
12.3 This duty continues for 5 years after this agreement ends, and for as long as the information is a trade secret, and for Customer Data and personal data without a time limit.
13. Warranties
13.1 Each party states that it has the power to enter into this agreement and that doing so does not break any other agreement or law that binds it.
13.2 The Provider states that the Service will, during the Term, work in all important respects as the documentation describes, that it will provide it with reasonable skill and care, that it will use up-to-date measures against viruses and harmful code, and that the Service will not, to its knowledge, infringe the rights of any third party.
13.3 If the Service does not meet section 13.2, the Provider will correct it, or give a workaround, within a reasonable time. If it cannot do that within 30 days, the Customer may end this agreement and the Provider will repay the fee for the part of the paid period after the end. This and the rights in sections 5 and 11 are the Customer's only remedies for a breach of section 13.2.
13.4 The Customer states that it has the right to give the Provider the Customer Data and that its use of the Service will meet the law.
13.5 Except as this agreement states, and to the extent the law allows, the Provider does not give any other warranty, including that the Service will run without any interruption or error or that it will meet all the Customer's needs.
14. Limits of liability
14.1 Nothing in this agreement limits or excludes a party's liability for death or personal injury caused by its negligence, for fraud, for deliberate wrong or for anything else that the law does not allow it to limit.
14.2 Subject to section 14.1 and to section 14.4, neither party is liable to the other for loss of profit, loss of revenue, loss of business or goodwill, or for any indirect or consequential loss, however it arises, even if it was told that it might happen.
14.3 Subject to sections 14.1 and 14.4, each party's total liability to the other for all claims that arise from or in connection with this agreement in a year, whether in contract, in tort including negligence, or otherwise, is limited to the fees paid or payable in the 12 months before the event.
14.4 The limits in sections 14.2 and 14.3 do not apply to the Customer's duty to pay the fees, to a breach of section 12, or to the Provider's duty under section 11.4. For the Provider's breach of section 6 or 7 caused by its own serious fault, its liability is limited to three times the amount in section 14.3 instead.
15. Indemnity by the Customer
The Customer will defend the Provider against a claim by a third party that comes from Customer Data or from use of the Service in breach of section 8, and will pay the costs and damages that a court finally awards or that the Customer agrees to in a settlement, if the Provider tells it promptly in writing, lets it control the defence and helps as it reasonably asks.
16. Changes to the service
16.1 The Provider may improve and change the Service, its features and its documentation from time to time, and will tell the Customer in good time of an important change.
16.2 The Provider will not make a change that has a material negative effect on the way the Customer uses the Service, or that removes an important feature of the plan, during the Term, unless the law requires it or it is needed at once for security. If it does, it will give the Customer at least 90 days' notice. If the change harms the Customer and the Provider cannot offer something that is as good, the Customer may end the affected part of this agreement by written notice, and will be repaid any fee it has paid for the time after the end.
16.4 A change to this agreement itself must be in writing and signed by both parties.
17. Ending the agreement
17.1 This agreement ends at the end of the Term, as section 2 sets out.
17.2 Either party may end this agreement by written notice with immediate effect if the other commits a serious breach and does not put it right within 30 days of a written notice that describes it, or if the other becomes insolvent, stops its business, or is subject to a procedure for the winding up of its business.
17.3 The Customer may also end this agreement by written notice if the Uptime Target is missed in three months of any six, or in another case where this agreement gives it that right.
17.4 If the Customer ends this agreement because of the Provider's breach or under section 17.3, the Provider will repay the fee for the part of the paid period after the end. If the Provider ends it because of the Customer's breach, the Customer will pay the fee for the rest of the term that is running, which then becomes due.
17.5 Ending this agreement does not affect rights that have already arisen. Sections 3 (for sums due), 6 to 9, 11, 12, 14, 15, 18 and 20 and anything else that is meant to continue stay in force.
18. Data export and deletion at the end
18.1 For 30 days after this agreement ends, the Provider will let the Customer export Customer Data from the Service, in a common format that other systems can read, at no extra charge. At the Customer's written request the Provider will help with a larger export, at its usual rates.
18.2 The Provider will keep Customer Data safe during that time, but need not keep the Service running for other use.
18.3 60 days after this agreement ends the Provider will delete Customer Data from the Service and its other systems, and will confirm it in writing on request. Copies in backups will be deleted in the normal backup cycle, within 90 days after that, and stay protected until then. The Provider may keep Customer Data that the law requires it to keep, and will protect it and use it only for that purpose.
18.4 The Customer is responsible for exporting what it needs in time. The Provider has no duty to keep Customer Data afterwards.
19. Events beyond a party's control
A party is not in breach of this agreement for a failure or delay caused by an event beyond its reasonable control, such as a natural disaster, war, an attack on a public network or a general internet failure. It will tell the other party promptly and limit the effect. If the event lasts more than 30 days, either party may end this agreement by written notice, and the Provider will repay the fee for the part of the paid period after the end.
20. Law and disputes
This agreement, and any dispute that arises from it, is governed by the laws of Ireland. The parties will first try to settle any dispute by discussing it in good faith for 30 days after one of them gives written notice of it.
The place for deciding any dispute under this agreement is Dublin. How disputes are decided
Either party may ask a court anywhere for an urgent order to protect its confidential information or intellectual property while a dispute is decided.
21. General
- This agreement, with its schedules, is the whole agreement of the parties on its subject and replaces earlier talks and proposals. Terms in a purchase order or in the Customer's own conditions do not apply.
- Neither party may transfer its rights or duties under this agreement without the other's written consent, which may not be unreasonably withheld, except that either party may transfer them to a successor of its whole business.
- If a part of this agreement is found invalid, the rest stays in force, and the parties will replace the invalid part with a valid one that is as close to it as possible.
- A party that does not enforce a right at once has not given it up.
- The parties are independent businesses. This agreement does not make either of them the partner, agent or employee of the other.
- Notices must be in writing and sent to the address at the head of this agreement, or to an email address that a party names for the purpose.
- This agreement may be signed in separate copies and electronically, and together they form one agreement.
Signatures
For the Provider: Cloudline Software Ltd
Name and title: ______________
Signature: ______________
Date: ______________
For the Customer: Brightway Logistics BV
Name and title: ______________
Signature: ______________
Date: ______________