1. Parties and Scope

These Terms of Service ("Terms") govern the relationship between RUSO Oy, a company registered in Vantaa, Finland ("RUSO"), and any business entering into a subscription agreement with RUSO ("Customer") for use of the RUSO platform. These Terms apply together with the RUSO Data Processing Agreement ("DPA") and are modeled on generally accepted Finnish IT industry contract standards.

2. Definitions

• "Platform" means the RUSO software service, comprising the web application, the Employee application, and the Scanner application.

• "Authorized Users" means individuals the Customer grants access to the Platform, including Customer's own employees.

• "Customer Data" means all data submitted to, or generated within, the Platform by or on behalf of the Customer, including operational data and personal data relating to Customer's employees and Customer's own customers.

• "Aggregated Data" means Customer Data that has been processed such that it can no longer reasonably be used to identify an individual, a vehicle, or a specific Customer entity, in line with the anonymization standard described in Section 6.4.

3. The Platform

The Platform is a cloud-based logistics management system comprising:

• Management interface — used by Customer's supervisory and management staff (operations, finance, executive) to manage orders, fleet, staff, customer relationships, billing, and reporting.

• Employee application — used by Customer's staff for shift-based task execution.

• Scanner application (Android only) — used with Customer's compatible handheld scanning hardware for warehouse operations.

Each Customer receives an administrator account with full control over its own organization's configuration: onboarding and managing its employees, vehicles, and its own customers' access within the Customer's account. RUSO does not access, modify, or manage Customer Data except as instructed under the DPA or as required to provide support.

4. License Grant

Subject to the Customer's compliance with these Terms and payment of applicable fees, RUSO grants the Customer a limited, non-exclusive, non-transferable license to access and use the Platform during the term of the agreement, solely for the Customer's internal business operations. This license does not permit the Customer to resell, sublicense, reverse engineer, or create derivative works from the Platform.

5. Fees and Invoicing

Fees are billed according to the Customer's agreed subscription tier and billing cycle. Customers on a monthly contract are invoiced monthly in advance. Customers on an annual contract are invoiced annually in advance. Invoicing continues for the full duration of the agreed contract term. All fees are exclusive of VAT and any other applicable taxes, which will be added to invoices as required by Finnish and EU law. Late payment may result in a formal notice and, if unresolved, suspension of access until outstanding amounts are settled in full.

5a. Pricing and Discounts

Pricing is determined following completion of RUSO's onboarding questionnaire, in which the Customer provides an estimate of its current technology-related operating costs (excluding facilities costs such as rent). RUSO uses this information to propose a subscription tier and rate.

Customers committing to longer contract terms receive a discount against RUSO's standard monthly rate, scaled to contract length as set out in the Customer's order form.

Customers who refer a new paying customer to RUSO receive a discount on their own subsequent invoices, calculated as [TO DEFINE: a fixed percentage] of the referred customer's monthly subscription value. Referral discounts do not stack: only one referral discount may apply against a referring Customer's invoice at any time.

The discount applies once the referred customer has signed an agreement with RUSO and completed onboarding. If onboarding takes longer than one month from signature, the discount instead begins from the third month following signature.

For referring Customers on a monthly contract, the discount is applied as a recurring credit against each subsequent monthly invoice for as long as the referred customer remains an active paying subscriber. For referring Customers on an annual contract, the discount does not reduce or extend the following year's invoice; instead, the accumulated discount amount is paid to the referring Customer as a refund at the point of contract renewal.

Each subscription tier includes a fixed number of Authorized Users and Scanner licenses, as set out in the Customer's Order Form. The Platform will notify the Customer's administrators when the Customer approaches or reaches its tier's user limit. A Customer requiring more users or licenses than its current tier allows must upgrade to a higher tier. The only separately billed add-on is additional warehouse locations, as set out in the Order Form.

6. Data Protection and GDPR Compliance

6.1. Roles. With respect to Customer Data that constitutes personal data, RUSO acts as a data processor and the Customer acts as the data controller, as those terms are defined under the General Data Protection Regulation ("GDPR"). RUSO processes personal data only on the Customer's documented instructions, as set out in the DPA.

6.2. Customer responsibilities. The Customer is solely responsible for establishing a valid legal basis for all personal data processed through the Platform, including data relating to its employees, and for providing all legally required notices to its employees and other data subjects. Where local employment or privacy legislation (including the Act on the Protection of Privacy in Working Life) imposes additional obligations on employers using monitoring or tracking functionality, meeting those obligations — including necessity assessments, advance notice, and any required consultation with employee representatives — is the Customer's sole responsibility, not RUSO's.

6.3. Data subject rights. RUSO will provide reasonable assistance to the Customer in responding to data subject access, correction, or deletion requests, as set out in the DPA. RUSO will not withhold assistance on the basis that a request came from an individual rather than the Customer.

6.4. Aggregated Data. RUSO may use Aggregated Data for product improvement, benchmarking, and analytics offerings, including across multiple customers, provided the aggregation meets a minimum group-size threshold sufficient to prevent identification of any individual, vehicle, or specific Customer, as further described in the DPA. RUSO will not use identifiable Customer Data for these purposes without a separate, explicit agreement with the affected Customer.

6.5. International transfers. Any transfer of personal data outside the European Economic Area will be made subject to an approved transfer mechanism (such as Standard Contractual Clauses) as required under GDPR.

7. Data Security

RUSO's platform is hosted on Google Cloud Platform via Firebase, RUSO's primary infrastructure sub-processor. Core platform data is stored in Finland (Google Cloud region europe-north1, Hamina). Firebase Authentication and Firebase Analytics, which RUSO uses for account authentication and usage analytics, process data in the United States. This processing is carried out under Google's Standard Contractual Clauses and the EU-U.S. Data Privacy Framework, as permitted under GDPR for international transfers.

As of 8 September 2026, RUSO's sole sub-processor is Google Cloud Platform via Firebase. Additional sub-processors will be added and disclosed here as they are engaged, with notice provided to Customers as set out in Section 14.

8. Service Availability and Support

The Platform is provided on an as-is basis. RUSO does not guarantee any specific level of uptime or availability unless the Customer has purchased a separate paid SLA tier defining specific uptime commitments and service credits.

RUSO provides customer support on a 24/7 basis. Customers experiencing an urgent issue may contact RUSO's on-call support team directly by phone rather than relying solely on email. Regardless of the nature or severity of the issue, if a support call is not answered live, RUSO will call the Customer back within 5-10 minutes.

9. Intellectual Property

RUSO retains all right, title, and interest in the Platform, including its software, design, and underlying technology. Nothing in these Terms transfers ownership of the Platform to the Customer. The Customer retains ownership of Customer Data, subject to RUSO's rights regarding Aggregated Data under Section 6.4.

10. Confidentiality

Each party will protect the other's confidential information with reasonable care and use it only for purposes of performing under these Terms, for the duration of the agreement and a reasonable period following termination.

11. Indemnification

The Customer will indemnify and hold RUSO harmless from any claim, loss, or liability arising from the Customer's use of the Platform in violation of these Terms, the Customer's failure to provide legally required notices or obtain a valid legal basis for processing its employees' or its own customers' data, or misuse of the Platform by the Customer's Authorized Users.

RUSO will indemnify and hold the Customer harmless from any third-party claim that the Platform, as provided by RUSO and used in accordance with these Terms, infringes that third party's intellectual property rights. This is RUSO's sole indemnification obligation under these Terms.

12. Liability

RUSO's total liability arising from these Terms, for any cause, is capped at the total fees paid by the Customer to RUSO in the one (1) month immediately preceding the event giving rise to the claim. This cap does not apply to: (a) gross negligence or willful misconduct by RUSO, or (b) regulatory fines or penalties arising from RUSO's own non-compliance with applicable data protection law. Neither party is liable for indirect, consequential, or lost-profit damages.

13. Term and Termination

This agreement remains in effect for the contract term agreed at signing. Either party may terminate in accordance with the termination provisions set out in the signed contract. Termination takes effect on the first day of the calendar month following the applicable notice period. Following termination, Customer Data will be deleted within 14 working days, except where retention is required by applicable law.

14. Amendments

RUSO may amend these Terms. Customers will be notified by direct phone contact and provided with the updated Terms in writing prior to the changes taking effect. Material changes affecting data processing will require the Customer's affirmative acknowledgment before taking effect.

15. Governing Law and Dispute Resolution

These Terms are governed by the laws of Finland. Any dispute arising from these Terms will be finally resolved by arbitration administered by the Finland Chamber of Commerce, seated in Helsinki, Finland, to the exclusion of ordinary courts.

16. General Provisions

Force majeure. Neither party is liable for delay or failure to perform caused by circumstances beyond its reasonable control, including outages of third-party infrastructure providers.

Entire agreement. These Terms, together with the DPA and any Order Form, constitute the entire agreement between the parties regarding the Platform and supersede any prior agreements on the same subject.

Severability. If any provision of these Terms is found invalid or unenforceable, the remaining provisions will continue in full force and effect.

Assignment. The Customer may not assign or transfer these Terms without RUSO's prior written consent. RUSO may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.

Notices. Notices under these Terms will be sent to the email or postal address specified in the signed Order Form.

17. Contact Us

For any question regarding these Terms, contact RUSO Oy at info@ruso.app.