Terms of Service

1. Definitions

The following terms have the meanings set out below:

“Agreement” means these Terms together with the Agreement Form and any annexes.

“Agreement Form” means document, form, or procedure, including any online registration, made available by Dubs from time to time, through which a party agrees to become a Drive Customer and/or Drive Partner under this Agreement, and which, upon execution or completion by the relevant party, forms part of this Agreement.

“DPA” means the Data Processing Agreement governing personal data processing under this Agreement.

“Drive Customer” means a party that has completed Dubs’ then-current enrollment process and been granted access to Dubs Drive under Part A of this Agreement.

“Drive Fees” means the fees payable by the Drive Customer for access to Dubs Drive, as set out in the Agreement Form and Annex A2.

“Drive Instance” means the Drive Customer’s own workspace within the Service: an environment logically separated from other customers, in which the Drive Customer manages its own operations.

“Drive Partner” means a Drive Customer that has additionally accepted the Transport Addendum (Part B) and is thereby eligible to receive and perform Transport Tasks offered by Dubs. All Drive Partners must be limited liability companies or equivalent legal entities under applicable law. Drive Partners may not be natural persons or sole traders.

“Dubs Drive” or “Drive” or the “Fleet Solutions” or the “Service” means Dubs’ proprietary fleet technology for vehicle, driver and operations management, provided to each Drive Customer as a Drive Instance, as further described in Section 3 and Annex A1. References to the “Customer” in the Annexes mean the Drive Customer.

“End-Customer” means a business customer of Dubs on whose behalf Transport Tasks are offered through Dubs Drive.

“Operational Data” means data generated during the performance of Transport Tasks relating to fleet and driver performance, such as route, driving times and performance metrics.

“Subscription Period” means the subscription period specified in the Agreement Form.

“Transport Task” or “Task” means a city logistics assignment offered to the Drive Partner through Dubs Drive by Dubs on behalf of its End-Customer, which the Drive Partner may accept or reject at its discretion.

“(Transport) Addendum” means Part B of this Agreement, which applies where the Drive Partner accepts Transport Tasks from Dubs.

“User” means an individual authorized by the Drive Customer to access Dubs Drive.

2. Right to use Dubs Drive

Subject to payment of the Drive Fees and compliance with these Terms, Dubs grants the Drive Customer a limited, non-exclusive, non-transferable and non-sublicensable right to use Dubs Drive during the Subscription Period.

3. About Dubs Drive

Dubs Drive is Dubs’ fleet technology for fleet, driver, and operations management. Dubs provisions each Drive Customer with its own Drive Instance. The core functionalities of the Fleet Solutions are laid out in Annex A1.

• Vehicle management: GPS tracking, live location and route history, maintenance scheduling, inspection reminders, fuel and emissions monitoring, and vehicle documentation;

• Driver management: driver profiles, scheduling, license storage and expiry alerts, working-hours, and electronic logbook;

• Additional modules: fault reporting, area and zone reporting, customizable dashboards, API integrations, and related mobile applications;

• Emissions reporting: automated capture of distance- and fuel-based emissions data to support the Drive Customer’s CSRD or equivalent regulatory reporting.

  
  

The functionalities available at any given time are further specified in Annex A1.

4. Authorised users

Only individuals authorized by the Drive Customer may access Dubs Drive (“Users”). The Drive Customer shall not provide access to Users outside its own organization or to any third parties.

The Drive Customer is responsible for all use of Dubs Drive under its account, including any unauthorized use. User accounts are strictly personal and non-transferable. The Drive Customer shall remove access rights promptly when a User’s engagement ends.

If the Drive Customer suspects any unauthorized access or compromise of account credentials, it shall notify Dubs without delay.

5. Restrictions of use

Dubs Drive may only be used for the Drive Customer’s own lawful business operations. The Drive Customer and its Users shall not:

• circumvent or attempt to circumvent any access or security controls of Dubs Drive;

• probe, scan or test the vulnerability of Dubs Drive;

• use Dubs Drive in any manner that could damage, disable or impair it or interfere with other Drive Customers;

• use data mining, scraping or similar data extraction methods;

• sell, rent, transfer, sublicense or otherwise provide Dubs Drive to any third party;

• reverse engineer, decompile or attempt to access the source code of Dubs Drive;

• use Dubs Drive to transmit spam, malware or any other harmful content; or

• use Dubs Drive in violation of applicable law.

Dubs may deny access without prior notice if it suspects a material violation of this section or that the Drive Customer or a User is using Dubs Drive in a manner that jeopardises availability for other Drive Customers and shall notify the Drive Customer of the reasons without undue delay.

6. Other obligations

The Drive Customer is responsible for ensuring that its hardware, devices, and internet connection are compatible with and sufficient for the use of Dubs Drive.

The Drive Customer is responsible for all data it or its Users enter into Dubs Drive, including its accuracy and lawfulness.

7. Third party services

Dubs Drive may include integrations or connections to third-party services, such as mapping or other API-based tools. Such third-party services are governed by their own terms and Dubs assumes no liability for their availability, accuracy or performance.

8. Intellectual property rights

All intellectual property rights in Dubs Drive, including its software, algorithms, data structures and documentation, belong to Dubs or its licensors. These Terms do not grant the Drive Customer any ownership interest in Dubs Drive or any Drive Instance.

Dubs may use the Drive Customer’s name and logo as a reference in its marketing activities, provided this does not disclose any confidential information.

9. Analytics data

Dubs may collect, generate, store and use all data arising from the Drive Customer’s and Users’ access to and use of Dubs Drive (“Usage Data”). The Drive Customer grants Dubs a worldwide, perpetual, irrevocable, royalty-free and sublicensable right to use Usage Data for any lawful business purpose, including operating, securing, analyzing and improving Dubs Drive and Dubs’ other products and services, developing new products and services, training analytical and machine-learning models, benchmarking, and producing and commercializing aggregated or anonymized insights. Aggregated or anonymized data that can no longer be linked to the Drive Customer, a User, the Drive Partner entity or any identifiable individual is owned by Dubs and may be used and disclosed without restriction. This Section survives termination.

10. Personal data processing

In respect of personal data processed within the Drive Customer’s Drive Instance, such as data relating to the Drive Customer’s drivers and personnel, the Drive Customer acts as data controller and Dubs as data processor under the GDPR. Such processing is governed by the DPA (Annex A3), which forms an integral part of this Agreement.

The Drive Customer acknowledges that Dubs Drive includes features that involve monitoring individuals, including GPS tracking, working-hours recording and tachograph data. The Drive Customer is responsible for ensuring that its use of these features complies with applicable data protection and employment law.

11. Availability

Dubs strives to make Dubs Drive available 24/7 but does not guarantee uninterrupted availability. Dubs may suspend Dubs Drive or any Drive Instance for maintenance and will endeavour to notify the Drive Customer in advance and minimise any disruption.

12. Warranty and limitation of liability

Dubs Drive is provided “as is” without warranty of any kind. Dubs has no obligations or liabilities beyond those expressly set out in this Agreement.

Dubs is not a party to any transport contract concluded by the Drive Customer with its customers and assumes no responsibility for the planning, performance or outcome of any Drive Customer’s services, unless Part B explicitly applies.

Neither Party shall be liable for indirect or consequential damages. Dubs’ total aggregate liability under Part A is limited to the Drive Fees paid by the Drive Customer during the three (3) months preceding the event giving rise to the claim, or EUR 5,000 where no fees apply. For the avoidance of doubt, to the extent Part B applies, the liability provisions thereunder shall prevail over the terms of Part A.

The above limitations do not apply to damages caused by Drive Customer’s breach of Section 5 (Restrictions of Use), Section 8 (Intellectual Property Rights), Section 17 (Confidentiality), or by Drive Customer’s gross negligence or wilful misconduct.

13. Dubs equipment

Dubs may make available certain hardware, including OBD trackers and telematics devices (“Dubs Equipment”), free of charge or for a fee as specified in the Agreement Form or Annex A2. Title to Dubs Equipment always remains with Dubs; the Drive Customer receives only a right to use it in connection with Dubs Drive during the term.

The Drive Customer shall keep Dubs Equipment in good condition (fair wear and tear excepted), shall not modify, tamper with or transfer it, and bears the risk of loss or damage while it is in its possession or control.

On termination or expiry of this Agreement, or on Dubs’ request where the Dubs Equipment is no longer required, the Drive Customer shall return all Dubs Equipment in accordance with Dubs’ then-current return instructions within fourteen (14) days.

If any Dubs Equipment is not returned within that period, or is returned damaged beyond fair wear and tear, the Drive Customer shall pay Dubs, per device, a replacement charge of EUR 250 per device. Payment does not transfer title unless Dubs confirms otherwise in writing.

Amounts under this Section are due within fourteen (14) days of invoice and accrue interest under the Finnish Interest Act (633/1982) if unpaid.

14. Subscription period and fees

The Subscription Period and Drive Fees are specified in the Agreement Form and Annex A2.

Dubs may increase Drive Fees once per calendar year by no more than five percent (5%) with at least thirty (30) days’ written notice. The Drive Customer may not terminate the Agreement solely on the basis of such an increase.

In addition, at the commencement of each new subscription period, Dubs may increase Drive Fees by any amount, provided that written notice is given no later than one (1) month before the expiry of the Drive Customer’s notice period.

Invoices are due within fourteen (14) days. Late payments accrue interest in accordance with the Finnish Interest Act (633/1982). VAT is added where applicable.

15. Term and termination

The Agreement enters into force on the date the Agreement Form is signed and remains in force for the Subscription Period, renewing automatically for successive equal periods unless terminated by either Party with ninety (90) days’ written notice prior to the end of the then-current Subscription Period.

Fees paid for the ongoing Subscription Period are non-refundable upon termination.

Either Party may terminate the Agreement with immediate effect if the other Party materially breaches these Terms and fails to remedy the breach within thirty (30) days of written notice, or becomes insolvent.

Upon termination, the Drive Customer and its Users lose access to Dubs Drive and the Drive Instance. Any active Addendum terminates simultaneously unless the Parties agree otherwise in writing.

16. Force Majeure

Neither Party shall be liable for delay or failure to perform its obligations due to circumstances beyond its reasonable control, such as war, natural disaster, power outage, or widespread disruption to data communications or transport infrastructure.

The affected Party shall notify the other without delay of the force majeure event and its cessation.

17. Confidentiality

Each Party shall keep confidential all non-public information received from the other Party and use it solely for the purposes of this Agreement.

The confidentiality obligation does not apply to information that (a) is or becomes publicly available without breach of this Agreement; (b) was already in the receiving Party’s possession without obligation of confidentiality; (c) is received from a third party without restriction; or (d) is required to be disclosed by law or authority.

The confidentiality obligation survives termination of this Agreement.

18. Governing law and dispute resolution

This Agreement is governed by the laws of Finland.

Any dispute arising out of or relating to this Agreement shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitration of the Finland Chamber of Commerce. The seat of arbitration shall be Helsinki and the language of arbitration shall be English.

19. Changes to Dubs Drive or these terms

Dubs may modify Dubs Drive at any time without notice.

If Dubs makes material changes to these Terms (including both Part A and B), it shall notify the Drive Customer at least thirty (30) days in advance. The Drive Customer may object to the changes by terminating the Agreement before the changes take effect. Continued use of Dubs Drive after the notice period constitutes acceptance of the revised Terms.

20. Other terms

Entire Agreement

This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior discussions and understandings. Any amendments must be made in writing.

Severability

If any provision of this Agreement is found invalid or unenforceable, the remaining provisions continue in full force and effect.

Assignment

The Drive Customer may not assign this Agreement without the prior written consent of Dubs.

Subcontractors

Dubs may use subcontractors in the provision of Dubs Drive while remaining responsible for their performance as for its own.

Annex A1 - Dubs Drive description

A1.1 What Dubs Drive is

Dubs Drive is Dubs Oy’s supply-side software for companies that run people and vehicles: a web administration application for the operator, and mobile applications for the workers who carry out the work. Together they cover planning work, dispatching it, recording that it happened, measuring how it was done, and paying for it.

The Service is hosted and operated by Dubs Oy, and each Customer is provisioned its own Drive Instance. The Customer does not receive a copy of the software.

A1.2 Components

• Administration application — used by the Customer’s schedulers, fleet leads and administrators; accessed by web browser at the Customer’s own address on the Dubs domain.

• Worker mobile applications — used by the Customer’s workers; available in the Apple App Store and Google Play, published by Dubs Oy.

• Customer portal — used by the Customer’s own clients, where the Customer enables it; accessed by web browser at a separate address.

• Application programming interface — used by the Customer’s own systems; HTTPS, authenticated with keys the Customer issues.

A1.3 Modules

Modules are enabled per Customer and may be switched on or off during the term. The Service is provided as available from time to time: Dubs Oy develops it continuously, and the functionality described here may be extended, changed or withdrawn in accordance with these Terms.

Work and scheduling. Job definitions, including working hours, locations, pay basis, and whether a vehicle and a pre-shift check-in are required; a scheduling grid for planning shifts across workers and days, with drafts that are published to workers as a single step, recurring patterns, and multi-person crews for work needing more than one person per vehicle; collection of worker availability, with reminders; shift lifecycle (clock-in and clock-out, breaks, cancellations, and a worker-initiated correction request that an administrator approves or rejects); and open shift postings that workers can apply for.

People. Worker records, job titles, teams and administrator permissions; invitations by email or invite code, and self-service registration against an invitation; engagement types reflecting the different bases on which people work in Finland, which determine how work is paid and reported; a document library for contracts, guides and other files shared with workers; and announcements, including announcements requiring acknowledgement.

Vehicles and fleet. Vehicle records including registration details, type, equipment and status; assignment of vehicles to shifts and workers, with capacity and utilisation reporting by vehicle type; maintenance tasks, service intervals and monitors that raise a task automatically; grounding, so a vehicle reported unusable is withheld from scheduling until cleared; and driver condition reports and photographic handover at end of shift.

Telemetry and driving data. Ingestion of data from vehicle-mounted telematics devices, where fitted; a live map of vehicle positions and status; driven distance, fuel or charge level, and idling detection; driving quality scoring across smoothness, eco, pace, cornering, timing and activity, derived from telemetry, presented to administrators and to the worker in their own app; and a driving log of trips over a selected period.

Pay and payroll. Pay rates per worker, per job and per rule, including surcharges; calculation of pay from recorded shifts; payroll periods with a defined open, ended and closed lifecycle, and reports generated per period and per engagement type; export in the formats used by Finnish payroll and invoicing intermediaries; and, where the Customer engages workers as entrepreneurs, self-billing and invoicing support.

Forms and compliance. Administrator-defined forms presented to workers at end of shift, supporting text, choice, numeric, signature and photographic answers; mandatory pre-shift check-in with a defined lead and closing window; and retention of submissions and attachments.

Analytics and reporting. Operational dashboards covering shifts worked, hours, utilisation and punctuality; automated written summaries of operational data; and, where enabled, an assistant that answers questions about the Customer’s own data in natural language.

Communications. Push notifications to the worker app, with an in-app inbox retaining every message sent; email and text-message delivery where a worker cannot be reached by push; optional connection to the Customer’s Slack workspace; and optional inbound telephone routing with an escalation chain and voicemail.

Customer portal, where enabled. The Customer’s own clients can see work carried out for them, and reporting supporting environmental and sustainability disclosure.

Interfaces. A documented HTTPS interface for the Customer’s own systems, authenticated with keys the Customer issues and revokes; outbound webhooks on defined events; and telemetry ingestion from supported device types.

A1.4 Worker applications

The worker applications are published by Dubs Oy to the Apple App Store and Google Play, and are free for workers. A worker signs in with a phone number and one-time code, an email address and password, or a Google or Apple account. The applications provide the worker with:

• a live map of vehicles available to them;

• their schedule, past and future, and submission of availability;

• clock-in and clock-out, including vehicle selection, a readiness check, and photographic vehicle handover;

• their own working statistics, driving scores and recognition features;

• an estimate of pay for the current period and a history of payments made;

• their personal details, bank account number, and documents shared with them; and

• messages from the Customer, and support for the application itself, provided by Dubs Oy.

  
  

Availability of the applications depends on the Apple and Google stores, and on device operating-system versions supported from time to time.

A1.5 Service delivery

The Service is delivered over the public internet and requires a working connection. It is hosted within the European Union. Dubs Oy may change hosting, sub-processors and technical implementation, subject to the Data Processing Agreement.

No availability commitment or service levels are provided under this Annex. Availability is governed by Section 11 of these Terms. Any service-level commitments are agreed, where applicable, in an enterprise agreement under A2.3.

Annex A2 - Drive fees and billing

A2.1 Basis of charging

Drive Fees are charged per vehicle per month. A vehicle counts toward the fee for a billing period if it is registered to the Customer in the Service at any point during that period. Fees are not pro-rated.

Worker accounts are not charged for. The Customer may register any number of workers and administrators.

A2.2 Fees

• The first vehicle: free of charge, for as long as the Customer uses the Service. The first vehicle is free permanently, not as a trial; a Customer operating one vehicle pays nothing for the Service.

• Vehicles 2–10: EUR 1.00 per vehicle per month.

• 11 vehicles and above: by separate agreement (see A2.3).

  
  

Fees are exclusive of value added tax, which is added at the applicable rate.

A2.3 Enterprise pricing

Above ten vehicles, pricing is agreed separately in writing and may depart from the rates in A2.2, including in respect of unit price, minimum commitment, term and payment terms. Until such an agreement is in force, a Customer exceeding ten vehicles is charged at the rate in A2.2 for all vehicles above the first.

A2.4 Volume discounts

Volume discounts may be granted within an enterprise agreement under A2.3. No volume discount applies to the rates in A2.2.

A2.5 Billing interval

Drive Fees are billed monthly in arrears unless otherwise agreed. The billing period runs from the day the Customer’s subscription begins. The vehicle count for a billing period is determined in accordance with A2.1.

A2.6 Deployment fee

Where the Customer requires implementation work beyond ordinary self-service onboarding — including migration of existing data, configuration of jobs, pay rules or forms on the Customer’s behalf, integration with the Customer’s own systems, or on-site training — a deployment fee is agreed in writing in advance. It is one-off, invoiced on completion unless otherwise agreed, and does not recur.

No deployment fee is charged for ordinary onboarding: creating an account, adding workers and vehicles, and configuring the Service through the administration application.

A2.7 Telematics hardware

Telematics devices, their supply, installation and any associated connectivity are not included in the Drive Fee and are charged separately where Dubs Oy supplies them, as agreed in writing. Dubs Equipment made available under Section 13 of these Terms remains subject to that Section.

A2.8 Payment, late payment and changes

• Invoices are issued electronically and are payable within fourteen (14) days.

• Late payment carries interest at the statutory rate under the Finnish Interest Act (633/1982).

• Changes to the fees in A2.2 are governed by Section 14 of these Terms.

• Dubs Oy may suspend the Customer’s access to the Service where payment remains outstanding more than fourteen (14) days after a written reminder.

Annex A3 - Data processing agreement

This DPA forms part of the Agreement and governs Dubs’ processing, as processor, of personal data within the Drive Customer’s Drive Instance under Section 10 of these Terms. “Controller” means the Drive Customer. Defined terms in the Agreement apply. On personal data processing, this DPA prevails over conflicting terms.

1. Roles. For the personal data described in the Processing Table, the Controller is controller and Dubs is processor under the GDPR. Dubs processes such data only on the Controller’s documented instructions (including the Agreement and this DPA), unless required otherwise by EU or Finnish law, in which case Dubs informs the Controller unless the law prohibits it.

2. Scope. Subject matter, duration, nature and purpose, data types and categories of data subjects are set out in the Processing Table.

3. Confidentiality. Dubs ensures persons authorized to process the data are bound by confidentiality.

4. Security. Dubs implements appropriate technical and organizational measures under Article 32 GDPR having regard to the risk. Sub-processors. The Controller grants general authorization for Dubs to engage sub-processors, provided Dubs binds them to obligations equivalent to this DPA and remains liable for their performance. Dubs maintains a sub-processor list and informs the Controller of intended changes, allowing objection on reasonable data protection grounds.

5. Assistance. Taking into account the nature of processing and information available, Dubs assists the Controller with data subject requests under Chapter III GDPR and with Articles 32 to 36 GDPR.

6. Breach. Dubs notifies the Controller without undue delay after becoming aware of a personal data breach and provides information reasonably needed for the Controller to meet its obligations.

7. Deletion or return. On termination of processing, Dubs, at the Controller’s choice, deletes or returns the data and deletes existing copies, unless EU or Finnish law requires storage.

8. Audit. Dubs makes available information necessary to demonstrate compliance with Article 28 GDPR and allows for and contributes to audits by the Controller or its mandated auditor, on reasonable notice and subject to confidentiality.

9. Transfers. Dubs does not transfer the data outside the EEA without a valid transfer mechanism under Chapter V GDPR.

Processing Table

This Agreement is executed electronically.