Terms of Service

These Terms of Service (the "Terms") govern your use of the Druma TMS platform (the "Service") provided by WESLEY DATA CONSULTING S.R.L., registered in Romania, Trade Register no. J29/511/2024, CUI 49645204, with registered office at 19 Mărgaritarilor Street, Bărcănești Village, Prahova County, 107055, Romania ("Druma", "we", "us").

By creating an account, accepting an invitation to an existing account, or otherwise using the Service, you agree to these Terms on behalf of your company (the "Customer"). If you do not have authority to bind your company, do not accept these Terms.

• Authorized User — any individual employee, contractor, or driver of the Customer who is given a Druma login by the Customer.
• Customer Data — all data submitted to or generated by the Service on behalf of the Customer.
• Subscription — the paid plan agreed with the Customer, including the number of seats and billing interval.
• Evaluation Period — a time-limited free evaluation of the Service, where one is agreed in writing with Druma at onboarding.
• Effective Date — the date the Customer first accepts these Terms.

Druma is a software-as-a-service Transport Management System for road freight carriers. It includes order management, planning, dispatch, driver PWA, fleet compliance, finance, analytics, and integrations with European freight, accounting, and regulatory systems.

Druma is delivered over the public internet through a web browser and a progressive web app. We do not warrant that the Service will be free of interruptions or errors.

No contractual uptime guarantee. Druma does not currently offer a service-level agreement, a committed availability percentage, or service credits, and does not operate a public status page. We build and operate the Service with the intent of keeping it highly available — managed EU infrastructure, automated deployments, error monitoring and alerting — and we will inform affected Customers by email of significant incidents and of planned maintenance that we expect to interrupt the Service. If we introduce a measured availability commitment in the future it will be set out in a separate service-level annex referenced from these Terms; until then, nothing on our website, in our documentation, or in sales material should be read as an availability guarantee.

Druma is currently invite-only. There is no self-serve sign-up and no online checkout. Access begins when Druma issues an invitation, or accepts an access request submitted through druma.io/contact, and then provisions the Customer's account together with the Customer during onboarding. The Customer's first administrator accepts these Terms at that point and can then invite the Customer's own Authorized Users.

The Service is offered on a subscription basis. Pricing is shown at druma.io/pricing and consists of a monthly base fee set by fleet-size band plus a per-active-truck fee from the same band. Office users, drivers, and client- and carrier-portal users are unlimited and not charged. Commercial terms are agreed directly with Druma; billing is set up after onboarding and no payment method is captured through a web checkout.

A Subscription is taken on one of two Terms, recorded in the Customer's subscription confirmation and visible in the Service under Settings → Billing:

• Committed Term — a fixed period of 12 months at the rates published for a 12-month contract, invoiced monthly.
• Month-to-month — no fixed period, at the published month-to-month rates, terminable under section 13.

The Customer's active-truck count moves freely within a Term. Parking a truck removes it from billing from the next cycle, and activating one adds it. What the Customer commits to under a Committed Term is the Term and the rates, not a fixed fleet size or a minimum spend.

Where Druma agrees an Evaluation Period in writing at onboarding, it does not convert into a paid Subscription automatically. A Subscription starts only when the Customer agrees to it in writing. If no Subscription is agreed by the end of the Evaluation Period, access to operational features is suspended and Customer Data is handled under the single 90-day rule in section 13.

Every Subscription is invoiced monthly, in advance, for both Terms. Druma does not require payment of a year in advance. A Committed Term is a minimum period, not a payment schedule. Usage-based charges (AI and automation beyond the included allowance) are added in arrears to the same monthly invoice.

Invoices are issued in EUR by Druma as a Romanian e-Factura through the ANAF SPV system, with the VAT amount additionally stated in RON at the BNR reference rate. Fees are exclusive of VAT, which is applied according to the Customer's billing country and VAT status. Payment is by bank transfer within 30 days of the invoice date unless a different period is stated in the subscription confirmation.

Late payment. An overdue invoice accrues statutory late-payment interest and a fixed recovery amount under Directive 2011/7/EU on combating late payment in commercial transactions, as transposed in Romania by Law 72/2013 — currently the ECB reference rate plus 8 percentage points, and EUR 40 per invoice towards recovery costs. Druma may also recover reasonable further costs of recovery. No notice is required for interest to begin running.

Reminders and suspension. Druma sends automated reminders from the due date. If an invoice remains unpaid 14 days after its due date, Druma may suspend access to the Service on written notice; if it remains unpaid 30 days after its due date, Druma may terminate the Subscription under section 13 and refer the debt for recovery. Suspension does not reduce or pause the fees due for a Committed Term, and Customer Data is retained during suspension under the single 90-day rule in section 13.

Refunds. Fees already invoiced for elapsed months are non-refundable. Where the Customer terminates a Committed Term early other than for Druma's material breach, the remaining monthly fees for the balance of that Term become due — see section 13.

The Customer and its Authorized Users will not:

• Use the Service for any unlawful activity or in violation of EU or national law;
• Reverse-engineer, decompile, or attempt to derive source code from the Service, except to the extent permitted by mandatory law;
• Resell, sublicense, or white-label the Service without a written agreement;
• Submit data containing malware, illegal content, or content that infringes a third party's rights;
• Interfere with the Service's security, availability, or rate-limiting controls;
• Use automated scraping or load-testing without our written consent;
• Use the Service to send unsolicited communications.

The Customer is responsible for:

• The accuracy of all data submitted to the Service.
• Maintaining the confidentiality of login credentials and the actions of its Authorized Users.
• Providing the privacy notice and any consent required by law to its drivers, employees, customers, and counterparties before adding their data to the Service. The Customer is the data controller for that data; Druma is the data processor (see our DPA).
• Compliance with sector-specific regulations affecting its operations — including but not limited to ANAF e-Transport, e-Factura, cabotage rules, EU driving-time rules, eCMR obligations, and tachograph data archiving. Druma provides tools to support compliance; correct use is the Customer's responsibility.
• Paying fees on time.

Druma will:

• Provide the Service materially as described in our public documentation.
• Maintain technical and organisational security measures appropriate to the data processed (see our Privacy Notice and DPA).
• Process Customer Data only as instructed and only for the purposes of delivering the Service.
• Notify the Customer of personal data breaches affecting Customer Data within 48 hours of becoming aware.
• Maintain a current list of sub-processors and notify the Customer of changes at least 30 days in advance.

Druma and its licensors retain all right, title, and interest in and to the Service, including all software, design, branding, and documentation. The Customer is granted a limited, non-exclusive, non-transferable, revocable right to use the Service during the term of the Subscription.

The Customer retains all rights in Customer Data. By using the Service the Customer grants Druma a limited licence to host, transmit, and process Customer Data solely as required to provide the Service.

Each party will protect the other's confidential information using at least the same care it uses for its own confidential information of similar importance, and will not disclose it except to its employees, contractors, and sub-processors who have a need to know and are bound by equivalent obligations. This obligation survives termination for three years.

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, business, or anticipated savings, arising out of or in connection with these Terms.

Druma's total aggregate liability under these Terms in any 12-month period is capped at the fees paid by the Customer to Druma in the preceding 12 months. This cap does not apply to liability for wilful misconduct, gross negligence, fraud, breach of confidentiality, or amounts the Customer owes for fees and taxes.

Nothing in these Terms limits or excludes either party's liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded under applicable law — including liability to data subjects for damage caused by processing in breach of the GDPR under Article 82 GDPR. Nothing in these Terms or in the DPA is intended to restrict a data subject's rights or remedies against either party, or to alter the allocation of responsibility between controller and processor under Articles 82(1) to 82(3) GDPR.

Compliance and regulatory outcomes are the Customer's responsibility. Druma provides tools that support compliance with eCMR, e-Transport, e-Factura, Peppol, cabotage, working-time, and accounting rules — but the Customer is responsible for ensuring its operations comply. Druma is not liable for fines, penalties, audit findings, or other regulatory consequences arising from incorrect, incomplete, or untimely data submitted by the Customer or its Authorized Users.

Each party will defend, indemnify, and hold the other harmless from third-party claims arising from (a) its breach of these Terms, (b) its infringement of a third party's intellectual property rights, or (c) its violation of applicable law. The indemnified party must promptly notify the indemnifying party of the claim, give it sole control of the defence and settlement, and provide reasonable cooperation.

These Terms apply for the duration of the Customer's Subscription. What either party may do to end it depends on the Term recorded in the subscription confirmation (section 4).

Month-to-month Subscriptions. Either party may terminate for convenience with 30 days' written notice, effective at the end of the then-current billing cycle.

Committed Term Subscriptions. The Subscription runs for the full 12-month Term. It then renews automatically for successive 12-month Terms unless either party gives written notice of non-renewal at least 30 days before the current Term ends. Within a Term, the Customer may terminate for convenience only by paying the remaining monthly fees for the balance of that Term, which become due on the effective date of termination. This does not apply where the Customer terminates for Druma's material breach, or where section 14 gives the Customer a right to terminate following a material change to these Terms.

Either Term. Druma may terminate immediately for material breach if not cured within 14 days of written notice, or for non-payment after the periods described in section 5. A party may terminate immediately if the other becomes insolvent, enters insolvency proceedings, or ceases to trade.

One 90-day rule applies after termination or suspension. Customer Data is retained for 90 days from the effective date of termination or suspension. During those 90 days the Customer can export Customer Data via the in-app GDPR export tool, and the account can be reactivated with its data intact. At the end of the 90 days Customer Data is purged, except for records subject to legal retention (invoices and accounting records — 10 years from issue date per Romanian Accounting Law 82/1991 Art. 25; eCMR and eFTI consignment documents — 7 years; audit log — 12 months), which remain isolated and access-controlled until their retention period expires. The same 90-day rule is stated in section 11 of our DPA and in the retention table of our Privacy Notice; if any of them appear to differ, the 90-day period stated here governs.

The Customer may instead ask Druma, in writing at any time before the end of the 90-day window, to return Customer Data and delete it immediately; Druma will comply as described in section 11 of the DPA.

We may update these Terms from time to time. For material changes we will notify Customers by email at least 30 days before the new version takes effect. Continued use after the effective date constitutes acceptance. If the Customer objects to a material change, it may terminate the Subscription on written notice without further fees, and we will refund any unused prepaid period.

These Terms are governed by the laws of Romania, without regard to conflict-of-laws principles. Any dispute arising out of or relating to these Terms is subject to the exclusive jurisdiction of the courts of Bucharest, Romania. The English-language version of these Terms is the binding version; translations are provided for convenience only.

• Force majeure — neither party is liable for delays or failures caused by events beyond its reasonable control.
• Assignment — neither party may assign these Terms without the other's written consent, except in a merger, acquisition, or sale of substantially all assets.
• No waiver — failure to enforce a provision is not a waiver of that provision.
• Severability — if any provision is unenforceable, the remainder stays in effect.
• Entire agreement — these Terms, together with the Privacy Notice and DPA, are the entire agreement between the parties on this subject.

Questions: legal@druma.io.

Chapter VI of the EU Data Act (Regulation (EU) 2023/2854), applicable since 12 September 2025, gives the Customer, as a user of a data processing service, rights around switching provider, data egress, and portability. This section states how Druma meets Chapter VI. It supplements, and does not narrow, section 13 above.

Article 25 — termination for switching. Where the Customer gives notice for the purpose of switching to another provider or to its own infrastructure, that notice period is no more than two months. From the date notice is given, Druma provides a mandatory 30-day transitional period during which the Service and Customer Data remain available, extendable once — only where Druma has documented that completing the switch within 30 days is technically infeasible — up to a maximum of seven months in total. Where Druma invokes that infeasibility, it will inform the Customer within 14 working days of the switching request, explain the reasons for the delay, and state the alternative transitional period; the Service remains fully available throughout. After the transitional period ends, Druma provides a further 30-day retrieval window in which the Customer can still retrieve Customer Data. Section 13 above already grants a 90-day Customer Data retention and export window after termination or suspension — longer, in every respect, than what Article 25 requires — and that 90-day window continues to apply on top of, not instead of, this section.

Article 26 — export formats. Druma publishes and keeps current a register of the structured data, formats, and interfaces in which Customer Data can be exported, at druma.io/legal/data-export-formats.

Article 29 — no switching charges. Article 29 bans switching charges from 12 January 2027. Druma does not currently charge, and will not charge, the Customer for switching, exporting, or terminating — before or after that date.

Article 30(2) and 30(5) — open interfaces. Druma exposes open interfaces to the Service — including a REST data API secured by the Customer's own account credentials and the same access controls used throughout the Service — available equally to every Customer, of the same quality, and free of charge. Export of the Customer's input data, output data (data generated through the Customer's use of the Service, such as computed routes, invoices, and analytics), and associated metadata is provided in a structured, commonly used, machine-readable format, as detailed in the register referenced above.

The client and carrier portals let a Customer's counterparties store documents (such as proof-of-delivery images and eCMR attachments) that Druma displays back to them. To the extent this makes Druma a hosting service within the meaning of Article 3(g)(iii) of the Digital Services Act (Regulation (EU) 2022/2065), this section gives the information the DSA requires of such a service.

Single point of contact (Art. 11). For electronic communication with authorities and users on DSA matters: legal@druma.io.

Notice and action (Art. 16 and 17). If you believe content stored through the Service is illegal, notify us at legal@druma.io with (a) a sufficiently substantiated explanation of why the content is illegal, (b) the exact location of the content (URL or in-app reference), and (c) your name and contact details. We assess the notice diligently and without undue influence, and inform you of our decision without undue delay, together with information on the redress available. Where we decide to remove or disable access to content following a notice, we inform the party that provided the content, giving our reasons, before or at the time of removal — unless we are legally required not to.