General Service Terms and Conditions of the Outbound Order Book service

1. These service T&Cs constitute a stand-alone agreement between TB Digital Services GmbH (“TBDS”) and its user (“the User”). The service T&Cs regulate the provision of the TBDS service described in section 2 by TBDS to the User (hereinafter referred to as the “TBDS service”) via the RIO Platform. They constitute a stand-alone agreement in addition to the General Terms and Conditions for RIO Platform Use already concluded between the User and TBDS (hereinafter referred to as the "RIO Platform T&Cs").

2. Unless otherwise expressly stipulated in these service T&Cs, the provisions of the RIO Platform T&Cs already concluded between the User and TBDS shall apply to these service T&Cs. The terms defined in the RIO Platform T&Cs shall also apply to these service T&Cs. The service T&Cs shall be agreed via the RIO Platform in accordance with the provisions from sections 2.1 and 2.3 of the RIO Platform T&Cs.

3. If a User wishes to use the TBDS Outbound Order Book service, they must first complete the registration process for using the RIO platform and have created a user account on the RIO platform. The User must then click on the corresponding button on the Marketplace of the RIO platform to purchase the TBDS Outbound Order Book service and confirm these service T&Cs, including the TBDS service description. Completion of the ordering process does not immediately give rise to an agreement with TBDS; this simply results in the submission of an order by the User. Only with the confirmation of acceptance by TBDS (this is communicated to the User via the RIO Platform) is the agreement for the TBDS Outbound Order Book service concluded. In addition, (a) following the submission of an order by the User and (b) prior to acceptance of that order by TBDS, and (c) at regular intervals once the order has been accepted by TBDS, TBDS reserves the right to perform sanction list checks and VAT ID checks with regard to the User.
   
   Use of the TBDS service shall be subject to there being no impediments to fulfilment as a result of national or international provisions, including but not limited to export control regulations or embargoes or other such legal restrictions. The User shall undertake to provide all information and documents that are required for the use of the service. Any delays resulting from export checks or approval procedures shall result in the temporary suspension of the service. In the event that the necessary approvals are not granted, the service T&Cs shall be deemed to have not been concluded; claims for compensation in this regard and in connection with missed deadlines as referred to above shall be excluded.

4. Section 312i(1) sentence (1) numbers (1)-(3) and Section 312i(1) sentence (2) of the German Civil Code shall not apply with regard to the conclusion of these service T&Cs.

1. TBDS shall provide the following TBDS service to the User specified in the service description of the TBDS service during the term of these service T&Cs:

   Designation	Brief description
   Outbound Order Book	The TBDS Outbound Order Book service enables the User and its client (freight payer) to (1) display transport and service orders via the RIO platform; (2) transmit both transport and service orders via an API interface provided by TBDS; and (3) execute, manage and track/monitor transport and service orders by adding status messages to an order, such as the current position of a transport vehicle.

   The latest version of the detailed service description of the TBDS service described above, in addition to the technical requirements and fee payable for using the TBDS service, can also be viewed on the RIO Platform’s Marketplace at https://rio.cloud/de/marketplace/overview and are available for download.

2. The availability of the RIO Platform for the TBDS service referred to above that is to be provided via the RIO Platform is determined in accordance with section 3.2 of the RIO Platform T&Cs.

3. Important note: With regard to the requirements under data privacy law, we refer the reader expressly to Section 8 of the Platform T&Cs. The User shall remain responsible under data privacy law for data processing within the scope of the commissioned data processing activities by TBDS. Additionally, the User guarantees that it shall be permissible to process the personal data of the data subjects (driver and other persons if necessary). This includes the User’s duty to fully inform the data subjects and encompasses the establishment of a legal basis under data privacy law.

Fees

1. The fee payable for the TBDS service shall be based on the rates listed on the RIO Platform at https://rio.cloud and is subject to statutory value-added tax (VAT).

2. On receipt of the invoice from TBDS, the User shall pay the fee to TBDS’s payment service provider as specified in section 4.2 of the RIO Platform T&Cs. This payment shall fulfil the User’s obligation to TBDS.

3. If the User is in default despite previous appropriate written warnings from TBDS, TBDS may, after giving further advance notice of at least one (1) week, suspend its provision of the TBDS service under these service T&Cs until payment is received.

4. The prices and the aforementioned fees do not include statutory value-added tax (VAT) or comparable taxes. Taxes of this nature shall be charged to the User by TBDS in addition to the agreed payment.
   
   In the event that a reverse charge mechanism or a comparable simplification method is to be used (according to which the recipient of the supply or the service is obliged to submit a self-declaration or to deduct value-added tax or comparable taxes), the User must perform the self-declaration or submit the tax deduction to the competent tax authority within the prescribed period. In the event that a mechanism of this nature is to be used on an optional basis, the Parties shall agree upon the application of that mechanism. Irrespective of this, the prices and fees shall, in both cases, be calculated without value-added tax or comparable taxes, and payments made by the User to TBDS shall be equal to the contractually agreed price, without any deductions.

5. The User and TBDS shall each be responsible for their own income taxes based on their respective earnings.
   
   The prices and the aforementioned fees shall be understood to be exclusive of withholding tax and comparable taxes. Should the payment be subject to statutory withholding tax, the User shall not be permitted to deduct withholding tax deduction amounts, in accordance with the law of the country in which it is based, from the payment made to TBDS. In addition to the payment of the agreed amount to TBDS, the User must pay taxes of this nature from its own account to the appropriate authorities on behalf of TBDS.
   
   Should a Double Taxation Convention (“DTC”) exist between the countries in which TBDS and the User are based, the User shall be permitted to pay the maximum withholding tax contribution provided for in the applicable DTC to the appropriate authorities, provided the conditions for a reduction in withholding tax (where applicable to zero) are present. The User shall be responsible for fulfilling the formal requirements for a reduction in withholding tax (where applicable to zero). Upon conclusion of an agreement, TBDS shall provide the User with a tax residence certificate.
   
   The User shall undertake to provide TBDS with official proof of the tax paid on behalf of TBDS and to provide such proof immediately and without a request having to be made in that regard. In the event that official proof is not provided or is provided late, the User must hold TBDS harmless with regard to any damages resulting from the failure to provide proof or the late submission of that proof.

Changes to these service T&Cs

1. Changes to these service T&Cs shall require the agreement of both parties, unless otherwise stipulated in section 4.

2. As part of its provision of the TBDS service, TBDS may make appropriate technical modifications, particularly to the extent that these are necessary to improve functionality or comply with legal requirements.

3. As part of its provision of the TBDS service, TBDS may also make changes to the content, provided this does not reduce the range of services for the User with regard to their use of the TBDS service and provided the User has not objected to that change in accordance with section 4.4.

4. The User shall be notified in writing of reasonable changes to the services (that do not restrict the functionality of the service) and appropriate price increases as part of the provision of the TBDS service, and shall be given the chance to object to any change within six (6) weeks. If no objection is made (in writing or by e-mail) to a reasonable change to a service and/or increase in fees within this six (6) week period, the change to the service and/or increase in fees shall be deemed to have been accepted, provided the User was made aware of this legal consequence when they were notified of the change. If the User objects to a change to a service and/or an increase in fees, TBDS shall grant the User the right to terminate the service T&Cs with immediate effect. In addition, the User of the service T&Cs of the TBDS service may also terminate the service T&Cs of the TBDS service of an indefinite duration at any time without notice in accordance with section 7.3 of the RIO Platform T&Cs and section 6.2 of these service T&Cs or deactivate their registration on the RIO Platform.

Warranty and liability

1. Warranty

   1. The User shall inform TBDS immediately of any defect in the TBDS service. TBDS shall rectify any defects in the TBDS service within a reasonable period of time. Should TBDS fail to rectify a fault within a reasonable period of time on two (2) occasions, the User shall be entitled to effect the extraordinary termination of these Service T&Cs.
      Other claims by the User are governed in accordance with Section 5.2.

   2. Claims for defects are excluded, provided the cause lies with the User or one of the User’s vicarious agents.

2. Liability

   TBDS shall be liable for loss or damage that is attributable to intentional acts and/or gross negligence on the part of TBDS or its vicarious agents. TBDS shall only be liable for loss or damage resulting from ordinary negligence on the part of TBDS or its vicarious agents if a cardinal obligation has been breached. Cardinal obligations are essential contractual obligations that ensure due implementation of the contract in the first place and the observance of which the User has relied upon and was entitled to do so.
   
   In the event of a breach of these cardinal obligations caused by ordinary negligence, TBDS’s liability shall be limited to typically foreseeable loss or damage, though limited to a maximum of 100% of the annual fee.
   
   If a TBDS service is provided free of charge, the following conditions apply: In the event of a breach of these cardinal obligations caused by ordinary negligence, given the fact that the TBDS service is provided free of charge, TBDS shall also only be responsible for exercising a degree of care that TBDS itself applies to its own affairs.

3. Other exclusions

   1. TBDS shall not be liable for the proper condition of vehicles belonging to the User for which the TBDS service is being provided. The TBDS service is merely intended to provide support to the User; responsibility for complying with legislation and for the use and condition of the vehicles shall remain with the owner or driver of the vehicles, as appropriate.

   2. The provision of RIO Boxes and/or RIO transmitter units and/or TBM2 telematics hardware shall not form an integral part of these service T&Cs. No warranty shall be provided and/or no liability assumed under the terms of these service T&Cs in this regard.

   3. Likewise, no warranty shall be provided and/or no liability assumed under the terms of these service T&Cs for defective TBDS services (particularly for missing or incorrect data) and/or for damages resulting from malfunctions and/or breakdowns of vehicles, of RIO Boxes, RIO transmitter units and/or TBM2 telematics hardware, and/or from incorrect data input by the User.

Term and termination

1. Term
   These service T&Cs shall be concluded for an indefinite period.

2. Termination

   1. The User may terminate these service T&Cs at any time without notice to TBDS. Termination may also be effected by the User deactivating their User Account on the RIO Platform.

   2. TBDS shall be entitled to effect ordinary termination of these service T&Cs, subject to a notice period of three (3) months to the end of the month.

   3. The right of termination for good cause shall remain unaffected for both parties in this case. Examples of good cause include but are not limited to (i) a significant breach of obligations by one of the Parties that has not been remedied following the expiry of a deadline of thirty (30) days set by the other Party and that makes it unreasonable for the other Party to continue with the agreement, or (ii) the instigation of insolvency proceedings against a Party or the refusal of such proceedings due to a lack of assets, or (iii) the sale of the vehicle on which a digital service with an active term is activated, or (iv) any other change of owner or holder.

   4. Termination of these service T&Cs, for any reason whatsoever, shall not affect the RIO Platform T&Cs and, where applicable, other service T&Cs that have been entered into by the User concerning other TBDS services. However, if the RIO Platform T&Cs are terminated for any reason whatever, these service T&Cs shall also come to an end at the same time. The provision of the TBDS service under these service T&Cs is dependent on the conclusion and continued applicability of the RIO Platform T&Cs.

3. Data erasure
   TBDS undertakes to erase the User’s data history after the expiry of three (3) months following termination of these service T&Cs in addition to section 2.1 of these service T&Cs.

Confidentiality

1. TBDS and the User shall each undertake to refrain from disclosing confidential information regarding the other party and to only use such information for the purposes of implementing these service T&Cs and for the objective they are intended to achieve. This obligation shall continue to exist for a period of three (3) years following termination of these service T&Cs.

2. The confidentiality requirements set out in section 7.1 shall not apply in the event that the confidential information (i) was already known to the other Party at the time that the service T&Cs were concluded, and evidence can be provided of this, or was disclosed at a later date by a third party without any breach of the confidentiality agreement having taken place, (ii) was already in the public domain at the time that the service T&Cs were concluded or entered into the public domain at a later date, provided this did not occur as a result of a breach of these service T&Cs, (iii) may be used by a Party with the prior consent of the other Party for purposes that are not covered by these service T&Cs, or (iv) must be disclosed as a result of a legal obligation or an order issued by a court or a public authority; where permissible and possible, the Party obliged to disclose the information must inform the other Party of this in advance and provide them with the opportunity to take action to prevent the disclosure.

Other provisions

1. In the event that the TBDS service becomes unavailable as a result of force majeure, TBDS shall be released from its obligation to ensure the availability of the TBDS service for the duration and within the scope of the impact of the case of force majeure, provided TBDS has taken appropriate steps to prevent the consequences of this. Force majeure shall be understood to be any event over which TBDS has no influence and that fully or partially prevents TBDS from fulfilling its obligations; this includes fire damage, floods, strikes and lawful lockouts, as well as disruptions to operations for which it is not at fault or official decrees. This also includes failure of the RIO Platform due to force majeure.
   
   TBDS shall immediately inform the User of the occurrence and rectification of a case of force majeure and shall make every effort to rectify the case of force majeure and to limit its impact as far as is possible.

2. Should individual provisions of these service T&Cs be or become invalid, either in whole or in part, this shall not affect the validity of the remaining provisions. The Parties shall agree to replace the invalid provision with an appropriate provision that most closely approximates to the sense and purpose thereof. Any loopholes in these service T&Cs shall be closed accordingly.

3. TBDS is entitled to transfer rights and/or obligations under these service T&Cs, either in whole or in part, to companies which are affiliated with TBDS within the meaning of Sections 15 et seq. of the German Stock Corporation Act. The User is entitled to terminate these service T&Cs in the event of a full transfer of all rights and obligations.

4. The User shall not be entitled to transfer rights and/or obligations under these service T&Cs, either in whole or in part, to third parties without the prior written consent of TBDS.

5. Any modifications and supplements to these service T&Cs must be made in writing. The same shall apply with regard to any agreement to cancel this requirement for written form.

6. These service T&Cs are available in the respective national languages of the countries; in the event of discrepancies, the original German version shall prevail.

7. These service T&Cs are subject to and construed in accordance with the laws of Germany, to the exclusion of conflict of laws rules and the UN Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction for any disputes arising from or in connection with these service T&Cs shall be Munich, Germany.