Terms & Conditions

General terms and conditions

Version 1.0 – 15 December 2025

GENERAL TERMS AND CONDITIONS – UFOFLEET LITE

TABLE OF CONTENTS

UFODRIVE’s general terms and conditions ………………………………………………………………………………………………………………………. 1

1. Introduction…………………………………………………………………………………………………………………………………………………………………………. 1

2. Definitions …………………………………………………………………………………………………………………………………………………………………………… 2

3. Object of the Agreement …………………………………………………………………………………………………………………………………………………… 3

4. Access and use……………………………………………………………………………………………………………………………………………………………………. 3

5. Use restrictions ……………………………………………………………………………………………………………………………………………………………………. 4

6. Data migration and acceptance of the Platform ……………………………………………………………………………………………………………….. 4

7. Intellectual Property Rights ………………………………………………………………………………………………………………………………………………… 5

8. Client Data …………………………………………………………………………………………………………………………………………………………………………. 5

9. Data protection and security ……………………………………………………………………………………………………………………………………………… 5

10. Confidentiality ……………………………………………………………………………………………………………………………………………………………………. 6

11. Third-party AI providers…………………………………………………………………………………………………………………………………………………….. 6

12. High-risk AI Features ………………………………………………………………………………………………………………………………………………………….. 6

13. Professional Services ………………………………………………………………………………………………………………………………………………………….. 7

14. Fees and payment ……………………………………………………………………………………………………………………………………………………………… 7

15. Duration and termination ……………………………………………………………………………………………………………………………………………………. 7

16. Disclaimer …………………………………………………………………………………………………………………………………………………………………………… 8

17. Liability ………………………………………………………………………………………………………………………………………………………………………………. 8

18. Indemnification …………………………………………………………………………………………………………………………………………………………………… 9

19. Force Majeure ……………………………………………………………………………………………………………………………………………………………………. 9

20. Miscellaneous ……………………………………………………………………………………………………………………………………………………………………… 9

Schedule 1 – Service Level Agreement …………………………………………………………………………………………………………………………… 11

1. Target Availability …………………………………………………………………………………………………………………………………………………………… 11

2. Response Time and Resolution Time ………………………………………………………………………………………………………………………………….. 11

3. Remedy for failure to meet Target Availability……………………………………………………………………………………………………………….. 13

4. Contact …………………………………………………………………………………………………………………………………………………………………………….. 13

1. INTRODUCTION

1.1. These general terms and conditions (the “General Terms”) apply to any use of the website https://lite.ufofleet.com (the

“Website”) and to the services provided through UFODRIVE’s cloud-based software platform UFOFLEET LITE, a plug-and-

play fleet automation tool for (test-drive) vehicle bookings, and staff vehicle allocation, which may include AI Features

made available as part thereof (the “Platform”). The Website and the Platform are published and operated by UFODRIVE

S.A., VAT-ID: LU 30027174, with registered office at 89B, rue Pafebruch, L-8308 Capellen, Luxembourg.

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1.2. These General Terms, together with any Order Form or Statement of Work (if applicable), the Service Level Agreement,

and the Data Processing Agreement, form the entire contractual framework between UFODRIVE S.A. and its affiliates

(“UFODRIVE”), and the person or entity identified in an Order Form or Statement of Work, or, if none exists, the person

or entity that creates an account on the Platform or otherwise uses the Platform or the Website (the “Client”). This contractual

framework constitutes the binding agreement between UFODRIVE and the Client (the “Agreement”). By accessing or using

the Website or the Platform, the Client confirms that it understands and agrees to be bound by the Agreement.

1.3. Any terms or conditions of the Client, whether printed on purchase orders, included in correspondence, or made available

in any other manner, do not apply and are expressly excluded, unless UFODRIVE has accepted them in a written agreement

signed by both parties.

1.4. These General Terms and Conditions and the Data Processing Agreement apply equally to any proof of concept, pilot, or

trial access to the Platform, except that UFODRIVE may terminate such access at any time and without notice. Parties agree

that these General Terms, including data protection and confidentiality, will be in full force and effect to such use, but that

any special (deviating) terms which are set forth between Parties will take precedence (e.g. specific use and access rights,

deviating fee arrangement).

The Client acknowledges and agrees that different commercial terms, such as the duration, termination rights, and pricing,

may apply to proof of concept, pilot, or free trial access, as specified in writing by UFODRIVE at the time of granting such

access. In case of any conflict between these General Terms and the specific commercial terms for a proof of concept, pilot,

or free trial, the latter shall prevail.

2. DEFINITIONS

2.1. In these General Terms, the following terms written with a capital letter, either in singular or plural, shall have the meanings

as set out below:

(a) AI Feature: any feature or functionality made available as part of the Platform that involves or interacts with an AI

System, and that enables the generation, classification, extraction, translation, prediction, or transformation of content,

signals, or data.

(b) AI System: a machine-based system that is designed to operate with varying levels of autonomy and that may

exhibit adaptiveness after deployment, and that, for explicit or implicit objectives, infers, from the input it receives,

how to generate outputs such as predictions, content, recommendations, or decisions that can influence physical or

virtual environments.

data, as available at UFOFLEET DPA

(d) Documentation: documentation made available by UFODRIVE to the Client with regard to the Platform, including

the documentation made available via https://ufodrive.odoo.com/knowledge/

(e) End User: an individual authorized by the Client to access and use the Platform under the Client’s responsibility.

(f) Force Majeure: circumstances or events beyond the reasonable control of UFODRIVE, preventing the performance of

obligations under the Agreement. Such circumstances include, but are not limited to: (a) lightning strikes, floods, storms,

explosions, fires, or natural disasters; (b) acts of war, terrorism, riots, civil commotion, sabotage, revolution, strikes, or

labor disturbances; (c) pandemics or epidemics; and (d) network delays or intrusions, cyberattacks, unavailability of

essential resources, or failures of computers, internet, or telecommunications systems.

(g) Intellectual Property Rights: any rights in intellectual and industrial property, whether existing now or created in the

future, in any country or jurisdiction in the world. Such rights include rights whether registered or unregistered, together

with all registrations, applications, and rights to apply for registration, all extensions, reversions, revivals, and

renewals of such rights, and the right to obtain or enforce them. Intellectual Property Rights include, but are not limited

to: (a) copyrights, including on software programs and algorithms; (b) databases, including sui generis database

rights; (c) trademarks and trade names; (d) patents; (e) rights to know-how; and (f) all other forms of intellectual

property.

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(h) Order Form: an ordering document or online sign-up flow issued or made available by UFODRIVE and accepted by

the Client, specifying the subscription plan, the number of End Users, the fees, the subscription term, and any other

commercial terms for the Platform.

(i) Output: Any content, result, recommendation, prediction, extraction, response, or other output generated by or

through an AI Feature, regardless of format or whether it is further processed, edited, stored, or used by the Client.

(j) Professional Services: any services not forming part of the primary Platform services, including onboarding and

training, implementation and configuration work, data migration or assisted data export, custom development, work

arising from Client-requested changes, and the creation of specific deliverables such as custom reports or branded

materials.

(k) Statement of Work or SOW: an agreement for the provision of Professional Services.

(l) Services: any services provided by UFODRIVE under the Agreement, including the primary Platform services and any

Professional Services.

(m) Service Level Agreement: the service level agreement between UFODRIVE and the Client governing the availability,

performance, and support of the Platform, set forth as Schedule 1.

3. OBJECT OF THE AGREEMENT

3.1. The Agreement sets out the terms under which UFODRIVE provides the Client with access to and use of the Platform. Client

acknowledges that UFODRIVE has provided the Client with all relevant information regarding the Platform, including

interoperability, security and access controls, the cloud environment, and the technical or functional requirements for End

Users.

3.2. The Client represents that it is not and will not be (i) acting as a consumer and is using the Services for professional purposes;

and/or (ii) integrating the Platform within another IT solution as “white label” software; and/or (iii) acting as a reseller for

the subscriptions to the Platform and will only use the Platform for its own business purposes.

4. ACCESS AND USE

4.1. Subject to payment of the fees and the terms set out in the Agreement, the Client receives a personal, restricted, non-

exclusive, non-transferable, non-assignable, non-sublicensable right to access and use the Platform (and have it used by its

End Users), during the term of the Agreement, solely for the Client’s internal business purposes and up to an agreed number

of End Users.

4.2. Each End User account is personal to one (1) individual user, and account sharing is prohibited. UFODRIVE may limit the

number of concurrent sessions or devices per End User account.

4.3. No rights are granted to any underlying model, component, AI System, or architecture used to generate Output, except the

limited right to use the AI Feature through the Platform as part of the Services.

4.4. UFODRIVE may apply reasonable technical and usage limits to the Platform (including limits on storage, bandwidth, emails

sent, and artificial intelligence usage). Where the Client materially exceeds fair use, UFODRIVE may: (a) request that the

Client reduce its usage; (b) propose an adjustment of the applicable fees, or, failing agreement; (c) temporarily throttle or

restrict the relevant functionality. Any such measures shall be proportionate and notified in advance where reasonably

possible.

4.5. Certain features, modules, integrations and/or AI Features of the Platform may be offered by UFODRIVE as optional add-

ons and may be subject to additional fees, including recurring monthly fees (each an “Optional Feature”). Optional Features

will only be enabled at the Client’s request or upon the Client’s explicit activation (including via an in-Platform flow).

The applicable fees and billing frequency for an Optional Feature will be set out in an Order Form, displayed and

accepted in the Platform at activation, or otherwise confirmed in writing by UFODRIVE. Such fees are charged in addition

to the subscription fees for the Platform and apply as from activation (unless agreed otherwise).

4.6. The Platform may implement a system whereby the Platform partly operates on a credit-based system. Clients may

purchase credits directly within the Platform. The price per credit is displayed in the Platform prior to purchase and may

be changed by UFODRIVE at any time. Credits are non-refundable and may only be used for services as described in the

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Platform. Credits purchased by the Client within the Platform are valid for a period of twelve (12) months from the date

of purchase. Any credits that are not used within this twelve (12) month period will automatically expire and be forfeited,

without any right to refund or compensation.

4.7. The Platform may allow the Client to enable integrations with third-party services (such as payment providers or

communication tools). The Client is solely responsible for selecting, enabling, and configuring such integrations and for any

data exchanged with them. UFODRIVE does not control and is not responsible for the availability, security, or performance

of third-party services, which are governed by the terms agreed between the Client and the relevant third party.

5. USE RESTRICTIONS

5.1. The Client shall comply with all applicable laws in its use of the Platform. The Client shall not (directly or indirectly) and

shall procure that its End Users shall not:

(a) copy, adapt, alter, translate, modify or make derivative works based on the Platform and any other Intellectual

Property Rights of UFODRIVE, without the express consent of UFODRIVE;

(b) exceed the subscribed quantities, users or other entitlement measures of the Platform as set forth in the applicable

Order Form (which may include online user flows, including via third-party services);

(c) assign, sell, resell, sublicense, rent, lease, time-share, distribute, or otherwise transfer the rights granted to the Client

under the Agreement to any third party;

(d) modify, decompile, reverse engineer, disassemble, or otherwise derive or determine or attempt to derive or

determine the source code (or any underlying ideas, algorithms, structure or organization) of the Platform, except

and only to the extent that such activity is expressly permitted by applicable law;

(e) use the Platform to generate unsolicited e-mail advertisements or spam;

(f) interfere with or disrupt the integrity or performance of the Platform;

(g) attempt to gain unauthorized access to the Platform or its related systems or networks, or perform unauthorized

penetration testing on the Platform;

(h) use the Platform in a manner that infringes on the Intellectual Property Rights, publicity rights, or privacy rights of any

third party, or to store or transfer defamatory, trade libelous or otherwise unlawful data;

(i) use any high volume automatic, electronic or manual process to access, search or harvest information from the Platform

(including without limitation robots, spiders or scripts);

(j) alter, remove, or obscure any copyright notice, digital watermarks, proprietary legends or other notice included in

the Platform;

(k) use any AI Feature in such a manner that would have it be considered a “high-risk System” under the EU AI Act; or

(l) rely on any Output as factually accurate without independent verification.

5.2. Any use of the Platform outside the scope of the access and usage rights granted under the Agreement shall entitle

UFODRIVE to suspend the rights granted hereunder and/or terminate the Agreement for material breach by the Client,

notwithstanding any right of UFODRIVE to claim damages.

6. DATA MIGRATION AND ACCEPTANCE OF THE PLATFORM

6.1. Parties may agree, in consideration of an implementation fee payable by the Customer, that UFODRIVE performs data

migration services, onboarding, configuration or other data transfer activities at the start of the Agreement (the

“Migration”), such Migration to be included in an Order Form or Statement of Work.

Client is responsible for providing a full data export from their previous system. After receiving the export, Parties will set

forth next steps in the Migration. The Client must approve the proposed mapping before proceeding to the next step in the

Migration process.

6.2. Any additional migration work, processing, transformation, cleansing or migration requested by the Client shall constitute

additional Professional Services can be refused by UFODRIVE and may be subject to additional fees.

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7. INTELLECTUAL PROPERTY RIGHTS

7.1. All Intellectual Property Rights in and to the Platform and any manuals, guides, help center, or similar materials provided

by UFODRIVE to assist the Client in using the Platform or services, as well as any Intellectual Property Rights developed by

UFODRIVE during the performance of Professional Services (together with all related know-how, methodologies, and tools)

are and will remain the exclusive property of UFODRIVE or its licensors. Except for the limited rights expressly granted in

the Agreement, no other rights are granted to the Client. To the extent the Client acquires any right, title, or interest in any

Intellectual Property Rights relating to the Platform, the Client hereby assigns or will assign at the time of its creation, all of

its right, title, and interest in such Intellectual Property Rights in the Platform. The Client shall undertake all steps necessary

to secure such assignment to UFODRIVE.

7.2. The Client is solely responsible for ensuring that it has all necessary rights and authorizations to input any data, content, or

prompt into the Platform and that such input does not infringe any third-party rights or violate applicable law.

7.3. UFODRIVE shall not claim any rights in or to the Output, except to the extent that the Output reproduces elements of

UFODRIVE’s Intellectual Property Rights. The Client is solely responsible for the use of the Output, including for ensuring that

such use complies with applicable law and does not infringe any third-party rights. The Client acknowledges that, due to

the nature of AI-generated content, UFODRIVE does not represent or warrant that the Output will be capable of protection

or enforcement under applicable law.

7.4. UFODRIVE retains the right in any event to use any suggestions, ideas, requests, feedback, recommendations or other know-

how used or developed in the course of the Agreement, to the extent it does not include Client Data (as defined below).

7.5. The Client grants UFODRIVE the right to use its name and logo on the Website, in presentations, in customer lists, on social

media, at trade fairs or other events aimed at presenting or promoting UFODRIVE’s products or services, and in any other

media serving the same purpose. The Client may withdraw this consent at any time by written notice, in which case UFODRIVE

will cease such use and remove the Client’s name and logo from publicly accessible materials within a reasonable period.

8. CLIENT DATA

8.1. All Intellectual Property Rights in any data, content, or materials provided by the Client to UFODRIVE in connection with the

Platform (the “Client Data”) remain the exclusive property of the Client. The Client grants UFODRIVE a non-exclusive,

worldwide, royalty-free license to use, host, reproduce, transmit, and process the Client Data solely to the extent necessary

to provide the Platform and for the Client to fully use the Platform.

8.2. The Client is solely responsible for: (a) the accuracy, quality, integrity, legality, reliability, and appropriateness of all Client

Data; and (b) ensuring that it has obtained and maintains all necessary rights, licenses, and consents required to provide

the Client Data to UFODRIVE and to grant the rights set out in the Agreement.

9. DATA PROTECTION AND SECURITY

9.1. The parties shall comply with all applicable data protection laws and with the Data Processing Agreement when processing

personal data in connection with the Agreement. The Data Processing Agreement governs the processing of personal data

carried out through the Platform. The Client will ensure that any processing of personal data via the Platform shall comply

with applicable data processing legislation.

9.2. The Client shall:

(a) follow the technical and security requirements for accessing and using the Platform, including those described in these

General Terms and the Data Processing Agreement;

(b) keep all usernames and passwords confidential. Any use of the Platform under valid credentials is deemed to be

made by an authorized End User; and

measures to mitigate the incident.

9.3. UFODRIVE shall only access or process Client Data as necessary to provide the Platform and contracted services and is

never shared with third parties except as required for service delivery and always under strict confidentiality and data

protection obligations.

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9.4. only access or process Client Data as necessary to provide the Platform and contracted services and is never shared with

third parties except as required for service delivery and always under strict confidentiality and data protection obligations.

9.5. For maintenance, security, or integrity reasons, UFODRIVE may temporarily suspend or modify the Services. UFODRIVE will

notify the Client in advance whenever reasonably possible. Such suspension does not give rise to any compensation.

9.6. UFODRIVE may use aggregate anonymized Client Data for benchmarking, product development and product improvement.

9.7. Client Data is backed up on a regular basis. Backups are encrypted and stored securely in accordance with industry best

practices.

10. CONFIDENTIALITY

10.1. Each party shall keep all information received from the other party that is confidential or should reasonably be understood

to be confidential strictly confidential. The receiving party shall use such information solely for the purposes of performin g

the Agreement. Information is considered confidential in any event if a party designates it as confidential.

10.2. The confidentiality obligations do not apply to information that the receiving party can demonstrate: (a) was already

lawfully known to it without confidentiality obligations before disclosure; (b) was independently developed by the receiving

party without using the confidential information; (c) becomes publicly available through no breach of the Agreement; and

(d) is lawfully received from a third party without confidentiality obligations.

10.3. The receiving party may disclose confidential information to its employees, contractors, and advisors who need to know it

for the performance of the Agreement, provided they are bound by confidentiality obligations no less strict than those set

out in this article. The receiving party may disclose confidential information to the extent required by law or by a competent

authority, provided it gives prior notice to the disclosing party where legally permitted.

11. THIRD-PARTY AI PROVIDERS

11.1. The Client acknowledges that an AI Feature may incorporate or rely on services, models or infrastructure provided by third-

party providers. Where a third-party provider is used, UFODRIVE shall take reasonable steps to ensure that the relevant

third-party provider is bound by contractual terms that:

(a) prohibit the use of Client Data for any training, fine tuning, validation or improvement of any model or algorithm;

(b) impose confidentiality and data security obligations that are no less protective than, and equivalent in scope and

effect to, those set out in this Agreement; and

11.2. UFODRIVE shall remain responsible for the performance of any AI Feature made available to the Client under the

Agreement, including where such AI Feature incorporates or relies on third-party components, except to the extent that any

issue arises as a result of: (a) the Client’s breach of the Agreement; (b) use of the AI Feature in a manner not in accordance

with the documentation provided by UFODRIVE; or (c) a failure by a third-party provider that is outside UFODRIVE’s

reasonable control and not attributable to a failure by UFODRIVE to select, supervise or implement reasonable contractual

safeguards in respect of such third-party provider. In any case, the Client acknowledges that Outputs may be generated

in a probabilistic or non-deterministic manner and that the same input may not always produce the same result.

12. HIGH-RISK AI FEATURES

If the European Commission or the European AI Office publishes model contractual clauses or other standard terms for the

deployment or use of AI Systems classified as high risk under Regulation (EU) 2024/1689, and an AI Feature made

available under this Agreement qualifies as such a high-risk AI System, then those model clauses shall apply. If applying

those model clauses would, in UFODRIVE’s reasonable opinion, materially prejudice UFODRIVE’s legal or commercial

position, the parties shall discuss in good faith how to implement them. If the parties do not reach agreement, UFODRIVE

may discontinue the relevant AI Feature by written notice without liability. UFODRIVE will comply with the requirements set

forth under the EU AI Act as they enter into force.

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13. PROFESSIONAL SERVICES

13.1. In the event UFODRIVE provides Professional Services to the Client, parties will execute a separate SOW. UFODRIVE shall

provide the Client with a detailed overview of the Professional Services to be provided, the timeline and acceptance

criteria. All delivery dates and timelines are indicative, and UFODRIVE shall perform in good faith and use best efforts to

perform the Professional Services in accordance with the SOW requirements and timeline. The Parties acknowledge that

the performance of the Professional Services depends on the timely cooperation of the Client and the availability of

information, access, and other inputs to be provided by the Client.

14. FEES AND PAYMENT

14.1. The applicable subscription fees for access to the Platform are either those: (a) published on the Website at the time of

subscription or renewal; (b) shown on the Platform under the billing section or (c) shown in the applicable Order Form if an

Order Form is executed. Fees for Professional Services are set out in the relevant Statement of Work. UFODRIVE may

revise any and all fees at any time, provided it gives the Client at least thirty (30) calendar days’ prior notice. If the Client

does not agree with the revised fees, it may terminate the Agreement by giving written notice before the effective date

of the revised fees. Any such termination will take effect: (i) where the revised fees would become applicable during the

first contract year, as from the end of that first contract year; and (ii) from the second contract year onwards, on the

effective date of the revised fees. If the Client does not give notice of termination before the effective date of the revise d

fees, the Client is deemed to have accepted the revised fees. Until termination takes effect, the unrevised fees continue to

apply. Except as expressly stated in an Order Form or required by mandatory applicable law, all fees are non-refundable

and non-cancellable once paid.

14.2. All fees are exclusive of VAT, other taxes or charges, and any costs or expenses incurred by UFODRIVE in providing the

Services, unless expressly agreed otherwise in writing.

14.3. Platform subscription fees are billed in accordance with the applicable Order Form and/or the applicable in-Platform or

on-website checkout flow. Where UFODRIVE issues invoices, invoices are payable within thirty (30) calendar days of the

invoice date. Where payment is processed via a payment provider, the Client authorizes the payment provider to charge

the applicable fees in accordance with the chosen plan and billing frequency. Any non-payment, late payment, or partial

payment automatically, entitles UFODRIVE to charge a late payment interest of one percent (1%) per started month, without

prior notice. All collection costs are borne by the Client.

15. DURATION AND TERMINATION

15.1. Unless an Order Form provides otherwise, the Agreement enters into force on the date the Client’s subscription is activated

by UFODRIVE (the “Effective Date”). Unless an Order Form sets forth a monthly renewable subscription, the Term

(subscription) runs for one (1) year from the Effective Date and automatically renews for successive one (1) year periods,

unless terminated (i) by written notice before the end of the then-current month for monthly subscription; (ii) by written notice

at least 60 (sixty) calendar days before the end of the yearly subscription.

15.2. Each SOW remains in effect for the duration specified in that SOW. If the applicable SOW does not provide for an early

termination right or notice period, the SOW cannot be terminated early except as a result of termination of the Agreement,

which shall automatically and simultaneously terminate all SOWs. This does not affect the Client’s obligation to pay all

fees, costs, and charges accrued under any SOW up to the date of termination or arising from work already performed.

15.3. Either party may terminate the Agreement and/or any SOW or Order Form with immediate effect by notice to the other

party if that other party:

– commits a material breach of the Agreement and fails to remedy that breach (if capable of remedy) within thirty

(30) calendar days after receiving notice from the non-breaching party requiring it to do so. Any failure by the Client

to make a payment when due under the Agreement shall constitute a material breach; or

– (i) becomes subject to insolvency, judicial reorganization, bankruptcy, or any equivalent procedure under applicable

law, or is in a state of durable cessation of payments or of financial distress evidenced by an inability or unwillingness

to meet its payment obligations under the Agreement as they fall due; (ii) is declared bankrupt, is dissolved, or is

placed under the control of a curator, liquidator, provisional administrator, court-appointed representative, or other

insolvency practitioner; or (iii) permanently ceases its business activities, including following a resolution to dissolve or

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a public announcement of the cessation of all or substantially all operations, other than in the context of a solvent

restructuring, merger, acquisition, or other bona fide corporate reorganization.

15.4. Upon termination or expiry of the Agreement for any reason, UFODRIVE may make the Platform available for a reasonable

period solely to allow the Client to retrieve its Client Data, or shall make the Client Data available to the Client within this

term. Exporting data may need to be done within the different features of the Platform. No other functionality will be

available during this period. If the Client requests UFODRIVE’s assistance for data export, migration, or transfer upon

termination or expiry of the Agreement, such assistance shall be provided as Professional Services. UFODRIVE has no

obligation to provide assisted export services beyond the thirty (30) day retrieval period.

15.5. Termination or expiry of the Agreement for whatever reason does not affect: (a) the payability of any invoiced or accrued

amounts; (b) rights and obligations accrued up to the date of termination or expiry; and (c) provisions of the Agreement

that are expressly stated to survive, or that by their nature should reasonably survive termination or expiry, including

articles 7, 8, 10, 14, 15, 16, 17, 18, 19, and 20 of these General Terms.

16. DISCLAIMER

16.1. The Platform and Services are provided “as is” and “as available.” UFODRIVE does not warrant that the Services will be

uninterrupted, error-free, or free of harmful components, or that the results obtained from the Services will meet the Client’s

requirements. To the maximum extent permitted by applicable law, UFODRIVE DOES NOT MAKE ANY WARRANTY,

EXPRESS OR IMPLIED, WITH RESPECT TO THE PLATFORM, THE SERVICES RENDERED BY ITS PERSONNEL, OR THE RESULTS

OBTAINED FROM THEIR WORK, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY

OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY

IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF

TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (A) UFODRIVE HAS NO OBLIGATION TO INDEMNIFY

OR DEFEND THE CLIENT OR USERS AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS;

(B) UFODRIVE DOES NOT REPRESENT OR WARRANT THAT THE PRODUCTS WILL PERFORM WITHOUT INTERRUPTION OR

ERROR; AND (C) SUBJECT TO UFODRIVE’S OBLIGATIONS OF NON-DISCLOSURE OF CONFIDENTIAL INFORMATION,

UFODRIVE DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM ARE SECURE FROM HACKING OR OTHER

UNAUTHORIZED INTRUSION OR THAT THE DATA WILL REMAIN PRIVATE OR SECURE..

16.2. For each AI Feature that is made available as part of the Platform, UFODRIVE shall use reasonable efforts to ensure that

such AI Feature functions in accordance with the applicable documentation and is free from material defects that would

prevent its intended use. However, the Client acknowledges that Outputs may be generated in a probabilistic or non-

deterministic manner and that the same input may not always produce the same result.

17. LIABILITY

17.1. EXCEPT FOR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND TO THE FULLEST EXTENT PERMITTED BY

LAW AND REGULATION IN THE APPLICABLE JURISDICTION, IN NO EVENT SHALL A PARTY, ITS AFFILIATES, THAT PARTY’S

AND ITS AFFILIATES’ RESPECTIVE OFFICERS, DIRECTORS AND EMPLOYEES BE LIABLE FOR ANY INDIRECT,

CONSEQUENTIAL, SPECIAL, EXEMPLARY OR INCIDENTAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION,

DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR BUSINESS INFORMATION,

OR LOSS OF GOODWILL OR REPUTATION, OR COSTS OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO

THIS AGREEMENT, THE SERVICES OR THE USE OF OR INABILITY TO USE THE SERVICES, EVEN IF THAT PARTY HAS BEEN

ADVISED OF THE POSSIBILITY OF SUCH DAMAGES..

17.2. Except in cases of willful misconduct or bodily injury, UFODRIVE’s aggregate liability for damages under the Agreement,

regardless of the legal basis (including contract, statute, equity, tort, or negligence), shall not exceed the amounts paid by

the Client to UFODRIVE in the twelve (12) months preceding the event giving rise to the claim.

17.3. The Parties agree that UFODRIVE cannot be held liable for any claims resulting from:

the unavailability of the Licensed Products due to facts and circumstances related to the Client or any other persons who

are obliged to respond to the Client regarding the Client’s hardware or software or the availability of suitable internet

connections at the Client’s sites, including problems involving hardware, software and the internal network of the Client’s

structure;

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subject to the terms of the SLA, nuisance or inaccessibility of the Licensed Products during weekends and public holidays, as

well as evening hours of Working Days due to maintenance of the Licensed Products;

the Client’s unauthorized use of the Licensed Products;

actions or omissions of UFODRIVE or its personnel, undertaken in good faith, in reliance upon Client’s instructions or directions;

The Client’s or any third-party’s modification of the Licensed Products or any parts thereof; or

the Client’s use of the Licensed Products in combination with any products or services which have not been approved by

UFODRIVE.

17.4. For the avoidance of doubt, UFODRIVE’s liability limits and other rights set forth in this Article 8 apply likewise to

UFODRIVE’s Associates, affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, Employees,

consultants, and other representatives.

18. INDEMNIFICATION

18.1. The Client acknowledges and accepts that: (a) UFODRIVE is not a party to any contract between the Client and any

candidate or other third party and is not liable for any breach of legal or contractual duties by the Client; (b) UFODRIVE

acts solely as an intermediary for information and data processed on the Platform, is not responsible for the content of such

information or data, and does not monitor it for illegal activity.

18.2. The Client shall defend, indemnify, and hold UFODRIVE harmless from and against any and all claims, demands, losses,

damages, fines, or costs (including reasonable legal fees) brought or asserted by any candidate or other third party arising

out of or relating to: (a) the Client’s relationship, communications, or dealings with such candidate or third party; (b) any

breach by the Client of its representations, warranties, or obligations under the Agreement; (c) any Client Data, including

its accuracy, legality, and use; and (d) the Client’s violation of applicable law in connection with its use of the Platform.

19. FORCE MAJEURE

UFODRIVE is not liable for any delay or failure to perform its obligations under the Agreement to the extent caused by a

Force Majeure event. In case of a Force Majeure event, UFODRIVE shall provide notice to the Client as soon as reasonably

possible and use its reasonable efforts to prevent, mitigate, and overcome the effects of the event. Each party bears its

own costs, losses, and damages resulting from Force Majeure.

20. MISCELLANEOUS

20.1. Relationship. Nothing in the Agreement shall be construed to create a joint venture, partnership, association, agency, or

employment relationship between the parties. Each party acts in its own name and for its own account, and remains solely

responsible for the direction, supervision, and compensation of its own personnel. Neither party shall represent itself as

having, nor shall it hold itself out as having, any authority to act for or to bind the other party or its personnel, except

where the Agreement explicitly provides otherwise.

20.2. Notices. All notices and other forms of communication required under the Agreement must be in writing and delivered or

transmitted to the recipient either in person, by a reputable courier service, by registered mail (with acknowledgment of

receipt) to support@ufofleet.com.

20.3. Entire Agreement. The Agreement constitutes the entire understanding between the parties and supersedes all prior

communications, understandings, promises, representations, warranties, and agreements, whether written or oral, relating

to its subject matter.

20.4. Order of precedence. In the event of any conflict or inconsistency between the components of the Agreement, the following

order of precedence applies: (a) any Statement of Work; (b) any Order Form (including an in-Platform or on-website flow

with commercial terms); (c) the Data Processing Agreement; (d) these General Terms; and (e) the Service Level Agreement.

20.5. Amendment. UFODRIVE may amend the Agreement by giving the Client at least thirty (30) calendar days’ notice. If the

Client does not agree to the amended terms and the amendment is not made for reasons of compliance with applicable

law or when including new features and options, the Client may terminate the Agreement during the aforementioned term,

with the termination taking effect at the end of this term.

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20.6. 20.7. 20.8. 20.9. 20.10. Validity and severability. If any provision of the Agreement, or any part of it, is found to be invalid, illegal, or

unenforceable, that provision or part will be interpreted in a way that keeps it valid and enforceable under applicable

law. If it would still exceed what applicable law allows, the provision or part will apply only to the extent permitted. If it

remains invalid, illegal, or unenforceable even after that adjustment, it will be limited or severed to the extent necessary,

without affecting the rest of the Agreement or the unaffected portion of that provision. The parties shall replace any invalid

provision with one that reflects its intent and purpose as closely as possible. The deciding court may make that substitution.

Subcontracting. UFODRIVE may subcontract the performance of any of its obligations under the Agreement. UFODRIVE

shall remain fully liable for the acts and omissions of its subcontractors as if they were its own, subject always to the

limitations and exclusions of liability set out in the Agreement.

Assignment. The Client may not assign or transfer any of its rights or obligations under the Agreement without the prior

written consent of UFODRIVE. The Client hereby consents to UFODRIVE assigning or transferring its rights or obligations

under the Agreement, without the need for further consent.

Waiver. A failure or delay by UFODRIVE to exercise any right or remedy under the Agreement does not operate as a

waiver of that right or remedy. A single or partial exercise does not preclude any further exercise. Rights and remedies

are cumulative and not exclusive, unless expressly stated otherwise. Any waiver must be in writing, excluding email, signed

by an authorized representative of the waiving party, and must be specific. A waiver of any breach does not constitute a

waiver of any other or subsequent breach.

Governing law and jurisdiction. The Agreement is governed by and shall be construed in accordance with the laws of the

Grand Duchy of Luxembourg, excluding its conflict of law rules. Any disputes arising from or related to the Agreement shall

be subject to the exclusive jurisdiction of the courts of the Grand Duchy of Luxembourg.

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SCHEDULE 1 – SERVICE LEVEL AGREEMENT

1. TARGET AVAILABILITY

1.1. UFODRIVE will use reasonable efforts to make the Platform available with an uptime of ninety-nine percent (99%) from

8:00 until 20:00 Central European Time (“Target Availability”).

1.2. Target Availability is measured as the percentage of total minutes in a calendar month during which the Platform is

accessible, excluding unavailability of the Platform to the extent caused by (a) use of the Platform by the Client in a manner

not authorized under the Agreement or any applicable documentation; (b) general internet issues, Force Majeure events,

or other factors outside UFODRIVE’s reasonable control; (c) the Client’s own equipment, software, network connections, or

other infrastructure; (d) third-party systems, acts, or omissions (including third-party integrations selected by the Client); or

(e) Scheduled Maintenance or reasonable emergency maintenance.

“Scheduled Maintenance” means planned maintenance windows during which UFODRIVE performs routine maintenance or

upgrades on the Platform. UFODRIVE will notify the Client of Scheduled Maintenance at least twenty-four (24) hours in

advance. Scheduled Maintenance will not exceed eight (8) hours per calendar month and is typically performed outside

the Target Availability window and, where reasonably possible, during weekends. Scheduled Maintenance is excluded

from the Target Availability calculation.

2. RESPONSE TIME AND RESOLUTION TIME

2.1. UFODRIVE will use commercially reasonable efforts to respond to support requests and to resolve any Incidents and

Problems reported by the Client in connection with the Platform. Response and resolution times may vary depending on the

nature, complexity, and severity of the issue, and target resolution times are set forth below. UFODRIVE will keep the Client

informed of the status of any reported issue and will work diligently to address and resolve such issues as promptly as

reasonably possible.

“Incidents” means, in general, each report, question, request, complaint or observation about the Licensed Products, within

the scope of the Agreement, in particular, each production call raised in the Helpdesk portal about perceived incorrect

behaviour of the Platform.

“Problems” means a cause of one or more Incidents. The cause is not usually known at the time a call is recorded, and the

problem management process is responsible for further investigation and rectification.

Priority Levels:

Priority Level Description

1 – Urgent Total unavailability of the Licensed Products

2- High Major business function of the Licensed Products unavailable causing critical

impact to business operations for majority of users

Critical performance degradation to all users

3 – Medium Significant parts of the Licensed Products unavailable

Some functions of the Licensed Products unavailable causing significant impact

to some business operations

Significant performance degradation to all users

4 – Low Non-critical part of the Licensed Products unavailable

Some functions of the Licensed Products unavailable causing insignificant impact

to business operations

Work-around is available

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	Minor problem
	Problem of presentation or documentation error
(non-priority)	Changed specification
	Enquiry
	Suggestion
	Request for Change
	Impact Analysis

Target resolution times for Incidents:

Priority Level	Target Response Time	Target Resolution Time
1 – Urgent	4 Working Hour	1 Working Day
2 – High	4 Working Hours	2 Working Days
3 – Medium	1 Working Day	5 Working Days
4 – Low	5 Working Days	10 Working Days

Target resolution times for Problems:

Priority Level	Target Resolution Time	Solution (One or more of the following)
1 – Urgent	6 Working Days	Product patch or hot fix is provided; or Satisfactory workaround is provided; and Fix incorporated into future release (but not necessarily within the target resolution time); and Fix or workaround incorporated into knowledge base (but not necessarily within the target resolution time).
2 – High	12 Working Days	Product patch is provided; or Satisfactory workaround is provided; and Fix incorporated into future release (but not necessarily within the target resolution time); and Fix or workaround incorporated into knowledge base (but not necessarily within the target resolution time).
3 – Medium	24 Working Days	Answer to question is provided; or Satisfactory workaround is provided; and Fix incorporated into future release (but not necessarily within the target resolution time); and Fix or workaround incorporated into knowledge base (but not necessarily within

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the target resolution time).

4 – Low 48 Working Days Answer to question is provided; or

Satisfactory workaround is provided; and

Fix incorporated into future release (but not necessarily

within the target resolution time); and

Fix or workaround incorporated into knowledge base

(but not necessarily within

the target resolution time).

2.2. Any service that is performed under this Schedule 2 by UFODRIVE but which is not included in the remedial maintenance

mentioned in Article 2 shall be considered as ‘out of scope services’ and shall be charged to the Client on a time and

material basis at the UFODRIVE’s then current applicable rates or such other rates as may be agreed between the Parties.

This includes, among others, advice on how to use, configure or administer the Platform;

3. REMEDY FOR FAILURE TO MEET TARGET AVAILABILITY

If availability falls below the Target Availability in a given month, the Client is entitled to a service credit equal to: 5% for

an availability from 98,00% to 98,99%; 10% for an availability from 97,00% to 97,99% and 20% for an availability

lower than 97%; such percentage to be credited against future invoices. To claim a service credit, the Client must notify

UFODRIVE in writing within 30 days after the end of the affected month.

4. CONTACT

The service desk contact details are as follows (as may be updated from time to time by the UFODRIVE):

Email* support@ufofleet.com

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