Digire – Terms & Conditions of Use and Service

Effective date: 10 March  2025
Last updated: 17  May  2025

1. Introduction & Agreement

Thank you for choosing Digire B.V. (“Digire,” “we,” “us,” or “our”). These Terms & Conditions (“Terms”) govern your access to and use of (a) the Digire website located at https://digire.ai and any sub‑domains (collectively, the “Site“), and (b) Digire’s cloud‑based logistics‑visibility, analytics services, APIs, mobile applications, and related support (collectively, the “Services“).

By accessing or using the Site or Services—whether on a paid subscription, free trial, or beta basis—you (“Customer,” “you,” or “your“) agree to be bound by (i) these Terms, (ii) each ordering document executed by the parties (each, an “Order“), and (iii) the additional policies listed below (together, the “Agreement”).

2. Incorporated Policies

The following documents are incorporated by reference and form part of this Agreement. If any link is unavailable at the time of acceptance, Customer may request a copy prior to use:

In the event of conflict, the order of precedence is: (1) an Order, (2) DPA, (3) SLA, (4) these Terms, (5) Support Policy.

3. Definitions

Affiliate, Aggregated Data, Beta Features, Client Data, Documentation, Platform, Subscription Term – have the meanings set out in this Agreement.

4. Business‑User Eligibility & Consumer Carve‑Out

The Services are exclusively for business use. By accepting this Agreement, you represent and warrant that (a) you are at least 18 years old, (b) you have authority to bind the legal entity you represent, and (c) you are acting in the course of your trade, business, or profession and not as a consumer. If you are a “consumer” under applicable law, you may not use the Services.

5. Scope of Services & Beta Confidentiality

5.1 Deliverables. Digire provides shipment tracking, predictive ETA, analytics dashboards, and related APIs enabling supply‑chain visibility, as described in the applicable Order and Documentation.
5.2 Professional Services & SOWs. Any implementation or consulting is governed by a mutually executed statement of work (“SOW”).
5.3 Beta Features. Beta Features are provided “AS IS” for evaluation only. Customer agrees not to disclose performance or benchmark results of Beta Features without Digire’s prior written consent.

6. Account Registration & Security

7. Fees, Automatic Renewal & Price Adjustments

7.1 Fees. Subscription, usage, and professional‑services fees are set forth in the Order and exclude taxes.
7.2 Invoicing & Payment. Unless otherwise stated, invoices are due net 30 days. Late payments accrue 1.5 % interest per month (or the maximum lawful rate).
7.3 Automatic Renewal. Each Subscription Term will automatically renew for successive 12‑month periods unless either party gives at least 60 days’ written notice prior to the end of the then‑current term.
7.4 Price Adjustments. Digire may adjust Fees for a renewal term by up to 5 % or the Dutch CPI (whichever is greater) by giving at least 90 days’ notice. Material increases above this threshold require mutual agreement.
7.5 Suspension for Non‑Payment.

8. Service Levels, Credits & Support

Digire targets 99.5 % Monthly Uptime. If Monthly Uptime falls below that target, Customer is entitled to a service‑credit equal to 5 % of the monthly Subscription Fees for each 0.5 % shortfall (up to 25 % total). Credits are Customer’s sole and exclusive remedy for SLA breaches. The SLA details calculation and claim procedure.

9. Customer Responsibilities & Acceptable Use

10. Data Rights, Privacy & Security

10.1 Ownership. Customer retains all rights in Client Data; Digire retains all rights in the Services and Aggregated Data.
10.2 Data‑Processing & Transfers. Digire will process Personal Data in compliance with GDPR and the DPA, including the EU Standard Contractual Clauses (SCCs) and, where relevant, the UK International Data Transfer Addendum (IDTA) for transfers outside the EEA/UK.
10.3 Security Program. Digire maintains ISO 27001 and SOC 2 compliant controls.
10.4 Security Incident Notification. Digire will notify Customer without undue delay and in any event within 48 hours of confirming a Personal Data Breach, providing details required by GDPR Art. 33.
10.5 Sub‑Processors. A current list is available at the above URL. Digire shall give at least 30 days’ advance notice of new sub‑processors. Customer may object on reasonable, data‑protection grounds within 10 business days; the parties will cooperate in good faith to resolve the objection.

11. Intellectual‑Property Rights & Open‑Source Components

11.1 Digire IP & Feedback.
11.2 Open‑Source Notices. Certain third‑party and open‑source software components are included in the Services and are provided under their own licences as indicated in the Open‑Source Notices. Nothing in this Agreement restricts your rights under those licences.

12. Third‑Party Content & Integrations

13. Confidentiality

14. Warranties & Disclaimers

14.1 Digire Warranty.
14.2 Exclusive Remedy.
14.3 Disclaimer.

15. Limitation of Liability

15.1 Indirect Damages.
15.2 Cap on Direct Damages. Except for Excluded Claims, each party’s aggregate liability is capped at the total Fees paid or payable in the 12 months preceding the claim.
15.3 Excluded Claims. The cap does not apply to (a) fraud, intent, or gross negligence; (b) death or personal injury; (c) data‑protection fines, penalties, or losses caused by a party’s breach of the DPA; (d) infringement‑indemnity obligations; or (e) unpaid Fees.

16. Indemnification

17. Suspension & Termination; Change‑of‑Control

17.1 Suspension.
17.2 Termination for Cause.
17.3 Change‑of‑Control Right. Customer may terminate an Order on 30 days’ notice if Digire is acquired by Customer’s direct competitor.
17.4 Effect of Termination.

18. Insurance

Digire maintains €5 million in combined professional‑liability and cyber‑liability insurance and will provide certificates upon written request.

19. Changes to the Agreement

Material changes take effect at the start of the next Subscription Term or 30 days after posting—whichever is later—unless the change is required to comply with law, in which case it becomes effective immediately.

20. Governing Law & Dispute Resolution

Dutch law; exclusive jurisdiction in Amsterdam. For cross‑border disputes either party may elect confidential arbitration under ICC Rules, seat Amsterdam, language English. The United Nations CISG does not apply.

21. Force Majeure

Neither party is liable for failure or delay caused by events beyond reasonable control, including but not limited to natural disasters, governmental acts (e.g., sanctions, trade restrictions), war, terrorism, labour disputes, or widespread cloud‑hosting outages.

22. Miscellaneous

22.1 Assignment.
22.2 Entire Agreement & Precedence. See §2.
22.3 Severability.
22.4 Relationship of the Parties.
22.5 No Third‑Party Beneficiaries.
22.6 Notices. Must be in writing and given by email with confirmation, courier, or registered post to the addresses in the Order.
22.7 Waiver.

23. Contact Information

Digire B.V.
Wilhelminakade 139, 3072 AP Rotterdam, The Netherlands
Email: legal@digire.ai
Phone: +31 (0)10 426 36 35

© 2025 Digire B.V. All rights reserved.

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