End-User License Agreement

1Acceptance of Terms

This End-User License Agreement ("Agreement" or "EULA") is a legally binding contract between you ("User," "you," or "your") and Tricivo ("Licensor," "we," "our," or "us") governing your access to and use of the Tricivo operations platform, including all associated websites, mobile applications, APIs, and related services (collectively, the "Service").

By accessing or using the Service, creating an account, or clicking any acceptance button, you represent that:

• You are at least 18 years of age
• You have the legal authority to enter into this Agreement on behalf of yourself or the business entity you represent
• You have read and understood this Agreement in its entirety
• You agree to be bound by the terms and conditions set forth herein

If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms. If you lack such authority, you must not use the Service.

2Definitions

In this Agreement, the following terms shall have the meanings set out below:

• "Service" means the Tricivo operations platform, web application, mobile applications (including the driver dispatch app and manager app), APIs, and all related features and functionality.
• "Account" means the registered business account created by or for the User to access the Service.
• "User Data" means all data, content, and information submitted, uploaded, or generated by the User or their personnel through use of the Service, including customer records, booking data, driver information, vehicle records, and financial data.
• "Authorised Users" means the employees, contractors, drivers, and personnel of the User who are authorised by the User to access the Service under the User's Account.
• "Subscription" means the paid plan selected by the User to access the Service, as described in the applicable tier pricing.
• "Third-Party Integration" means any third-party service connected to the Service with the User's authorisation, including but not limited to QuickBooks (Intuit).
• "Controlled Service" means features or integrations marked as Controlled Service within the platform, which may be subject to additional terms, availability conditions, or pricing.
• "Intellectual Property Rights" means all patents, copyright, trademarks, trade secrets, database rights, design rights, and all other intellectual property rights, registered or unregistered.

3License Grant

Subject to your compliance with this Agreement and payment of applicable Subscription fees, Tricivo grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to:

• Access and use the web-based Service through supported browsers for your internal business operations
• Download and use the Tricivo mobile application(s) on authorised mobile devices for your business purposes
• Allow your Authorised Users to access the Service in accordance with their assigned roles and permissions
• Use the Service features available under your selected Subscription tier

This licence does not include any right to copy, modify, create derivative works of, reverse engineer, or commercially exploit the Service or any part thereof.

4Use Restrictions

You agree not to, and shall ensure your Authorised Users do not:

• Use the Service for any unlawful purpose or in violation of any applicable law or regulation
• Sublicense, sell, resell, transfer, assign, or otherwise commercially exploit the Service or your access to it
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service
• Modify, adapt, or create derivative works based upon the Service
• Access the Service by automated means, including bots or scrapers, except through authorised API usage
• Introduce viruses, malware, or other malicious code into the Service
• Attempt to gain unauthorised access to any part of the Service, its servers, or related systems
• Use the Service to store, transmit, or process data belonging to third parties without appropriate authorisation
• Circumvent, disable, or interfere with any security features of the Service
• Use the Service in a way that could damage, overburden, or impair its infrastructure
• Remove or obscure any proprietary notices, labels, or branding within the Service
• Use the Service to violate the privacy or data protection rights of any individual

5Account Responsibilities

Account Security

You are responsible for maintaining the confidentiality and security of your Account credentials, including all usernames and passwords. You must:

• Maintain strong, unique passwords for all Account logins
• Not share your Account credentials with any unauthorised person
• Promptly notify us of any suspected unauthorised access to your Account
• Ensure Authorised Users adhere to security requirements

You accept full responsibility for all activities that occur under your Account, whether or not authorised by you, except where directly caused by our negligence or security failure.

Accuracy of Information

You represent that all information provided in connection with your Account, including business details, contact information, and payment information, is accurate, complete, and current. You are responsible for keeping this information updated.

Authorised Users

You are responsible for all access and use of the Service by your Authorised Users. You must ensure Authorised Users are aware of and comply with this Agreement. You must promptly revoke access for any personnel who leave your organisation or whose authorisation should otherwise be withdrawn.

Compliance with Laws

You are solely responsible for ensuring your use of the Service complies with all applicable laws and regulations in your jurisdiction, including but not limited to waste management regulations, vehicle licensing requirements, employment law, data protection legislation, and HMRC requirements.

6Subscriptions, Fees & Payments

Subscription Tiers

Access to the Service is provided on a subscription basis. Tricivo offers the following tiers: Foundation (Tier 1), Professional (Tier 2), and Advanced (Tier 3). Features available to you are determined by your selected tier. Tier details are available at tricivo.com.

Fees

Subscription fees are as specified on our pricing page or in any order confirmation. All fees are quoted exclusive of VAT unless stated otherwise. VAT will be applied at the applicable rate where required by UK law.

Payment Terms

• Subscription fees are payable in advance on the billing cycle (monthly or annual) selected at sign-up
• Payments are processed via our authorised payment processor using the payment method on file
• You must maintain valid payment details to avoid interruption to Service access
• Late or failed payments may result in suspension of Service access

Changes to Fees

We reserve the right to change Subscription fees at any time. We will provide at least 30 days' advance written notice of any price increase. Continued use of the Service following the price change effective date constitutes acceptance of the new fees.

Refunds

All Subscription fees are non-refundable except where required by applicable law. We may, at our sole discretion, issue credits or refunds in exceptional circumstances on a case-by-case basis.

7Third-Party Integrations

General

The Service enables optional integration with third-party platforms and services. These integrations are provided for your convenience but are governed by the terms and conditions of those third-party providers. Tricivo does not endorse, warrant, or accept liability for any third-party services.

QuickBooks Integration (Controlled Service)

The QuickBooks integration enables synchronisation of financial transaction data between Tricivo and your Intuit QuickBooks account. By enabling this integration, you:

• Authorise Tricivo to transmit transaction data, invoice information, payment records, and PDF attachments to your QuickBooks account via Intuit's API
• Acknowledge that your use of QuickBooks is subject to Intuit's own terms of service and privacy policy
• Accept that Tricivo is not responsible for QuickBooks' availability, accuracy, or any errors arising from the integration
• Confirm that you hold a valid, active QuickBooks subscription necessary for the integration to function
• Agree that Tricivo authentication with QuickBooks uses OAuth 2.0 and that you may revoke access at any time through your QuickBooks account settings

The QuickBooks integration is a Controlled Service and its availability may be subject to your subscription tier and separate configuration requirements.

API Integrations

Where you connect third-party systems via Tricivo's API or custom API development, you are responsible for ensuring those integrations comply with all applicable laws and the terms of any connected platforms.

8Data Ownership & Processor Relationship

Your Data

You retain full ownership of all User Data submitted to the Service. Tricivo does not claim any intellectual property rights over your User Data. You grant Tricivo a limited licence to store, process, and use your User Data solely as necessary to provide the Service to you.

Data Processing

In respect of personal data about your customers, drivers, and employees that you input into the Service, you act as the data controller and Tricivo acts as data processor on your behalf. We process such data in accordance with our Privacy Policy and applicable data protection law.

Data Accuracy

You are responsible for the accuracy, integrity, and legality of all User Data you input into or generate through the Service. Tricivo does not verify the accuracy of User Data and accepts no liability for inaccuracies.

Data Portability

You may export your User Data from the Service in available export formats at any time during your active subscription. Following account termination, data may be requested within 30 days before it is deleted in accordance with our Privacy Policy.

9Intellectual Property Rights

All Intellectual Property Rights in the Service, including the software, platform architecture, user interface, design, features, functionality, documentation, and all updates and improvements thereto, are and shall remain the exclusive property of Tricivo or its licensors.

Nothing in this Agreement transfers any intellectual property rights to you. The licence granted in Section 3 is strictly limited to the right to use the Service as described.

If you provide feedback, suggestions, or feature requests to Tricivo, you grant us a perpetual, royalty-free, worldwide licence to use, implement, and incorporate such feedback into the Service without obligation to you.

10Confidentiality

Each party agrees to maintain the confidentiality of the other party's Confidential Information. "Confidential Information" means any non-public information disclosed by one party to the other in connection with the Service that is designated as confidential or that reasonably should be understood as confidential given its nature.

Tricivo's Confidential Information includes pricing, technical architecture, and unreleased features. Your Confidential Information includes your User Data and business operations information.

Each party agrees to use Confidential Information solely for the purposes of this Agreement and to disclose it only to personnel who have a need to know for such purposes. Confidentiality obligations survive termination of this Agreement for a period of 5 years.

11Warranties, Representations & Disclaimers

Our Warranties

Tricivo warrants that:

• The Service will perform materially in accordance with its documentation during the Subscription term
• We will use reasonable industry-standard security measures to protect User Data
• We have the right to enter into this Agreement and to grant the licences herein

Disclaimers

To the fullest extent permitted by applicable law, the Service is provided on an "as is" and "as available" basis. Except as expressly stated above, Tricivo disclaims all warranties, express or implied, including:

• Implied warranties of merchantability and fitness for a particular purpose
• Warranties that the Service will be uninterrupted, error-free, or completely secure
• Warranties regarding the accuracy, reliability, or completeness of any outputs or reports generated by the Service
• Warranties regarding the fitness of the Service for regulatory compliance purposes — you are responsible for verifying compliance with applicable regulations

12Limitation of Liability

Exclusion of Consequential Loss

To the fullest extent permitted by applicable law, Tricivo shall not be liable to you for any indirect, incidental, special, consequential, or punitive damages, including but not limited to:

• Loss of profits, revenue, or business
• Loss of data or corruption of data
• Loss of goodwill or reputation
• Costs of procuring substitute goods or services
• Business interruption losses

This exclusion applies regardless of whether such damages were foreseeable or whether Tricivo was advised of the possibility of such damages.

Cap on Liability

Subject to Section 12.3 below, Tricivo's total aggregate liability to you arising out of or in connection with this Agreement or your use of the Service shall not exceed the total Subscription fees paid by you to Tricivo in the six (6) months immediately preceding the event giving rise to the claim.

Exceptions

Nothing in this Agreement limits or excludes either party's liability for:

• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Any liability that cannot be excluded or limited by applicable law

13Indemnification

You agree to indemnify, defend, and hold harmless Tricivo and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with:

• Your use of the Service in violation of this Agreement
• Your violation of any applicable law or regulation
• Your User Data, including any claim that your User Data infringes a third party's rights
• Your misuse of any Third-Party Integration
• Any claim by your customers, drivers, or employees arising from your operations or your use of the Service

14Termination

Termination by You

You may terminate this Agreement and your Account at any time by providing written notice to us. Termination takes effect at the end of your current billing period. No refunds are provided for unused periods except as required by law.

Termination by Tricivo

We may suspend or terminate your Account and access to the Service with immediate effect, with or without notice, if:

• You materially breach this Agreement and fail to remedy the breach within 14 days of written notice
• You fail to pay Subscription fees when due and do not remedy such failure within 7 days of notice
• You engage in conduct we reasonably determine is harmful, fraudulent, or illegal
• We are required to do so by law or court order
• We discontinue the Service (with reasonable advance notice where commercially practicable)

Effects of Termination

Upon termination: the licence granted under this Agreement ceases immediately; your access to the Service will be disabled; and User Data will be retained for 30 days during which you may request an export, after which it will be deleted in accordance with our Privacy Policy.

Sections of this Agreement that by their nature should survive termination (including intellectual property, limitation of liability, indemnification, governing law, and confidentiality) shall survive.

15Updates, Modifications & Service Changes

Tricivo continuously develops and improves the Service. We reserve the right to:

• Update, modify, add, or remove features from the Service at any time
• Modify this Agreement with 30 days' advance notice for material changes
• Modify pricing with 30 days' advance notice
• Discontinue any feature, integration, or aspect of the Service with reasonable notice

We will communicate material changes via email to your registered address or in-platform notification. Your continued use of the Service following any modification constitutes acceptance of the updated terms. If you do not accept a material change, your sole remedy is to terminate your Subscription prior to the effective date of the change.

16Governing Law & Dispute Resolution

Governing Law

This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

Jurisdiction

The parties submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute or claim arising out of or in connection with this Agreement.

Dispute Resolution

Before initiating formal proceedings, both parties agree to attempt in good faith to resolve any dispute through direct negotiation. Either party may initiate this process by sending written notice describing the dispute. The parties shall have 30 days from receipt of such notice to attempt resolution before either party may commence legal proceedings.

Consumer Rights

If you are an individual consumer (rather than a business), nothing in this Agreement affects your statutory rights under applicable consumer protection legislation, including the Consumer Rights Act 2015.

17Contact & Notices

All legal notices under this Agreement must be in writing and sent to the addresses below. Notices to you will be sent to the email address registered on your Account.