This is an English translation provided for convenience. In the event of any discrepancy, the Romanian version available at www.routena.com/termeni-conditii shall prevail.
Routena’s Services are provided exclusively to professionals, legal entities and other entities that contract within their commercial or professional activity. The Client declares that it does not contract as a consumer.
1. Parties and applicability
Provider: SPECTRALAB SOLUTIONS S.R.L., with its registered office at Aiudul de Sus no. 52, Alba County, registered with the Trade Register under no. J01/1511/2022, fiscal identification code RO46954671, share capital RON 200, operator of the www.routena.com platform and its subdomains (including app.routena.com) (the “Provider” or “Routena”).
Client: the entity identified in the Offer or Agreement accepted by an authorized representative. The creation of an account by a User does not bind the entity in the absence of authority to represent it or of the commercial confirmation thereof.
Access to the Services in the absence of an Offer is governed by these Terms on a monthly basis, without a firm commitment. The entity becomes a Client by acceptance of the Terms by an authorized representative, by the commercial confirmation it sends, or by paying an invoice issued in its name after the Terms have been made available. Mere use by a User without authority to represent the entity does not, in itself, create a contractual commitment for the entity.
These General B2B Terms (the “Terms”) apply to all Services provided by Routena, together with the Offer and the other contractual documents referred to in section 3. The Terms apply exclusively to relationships between professionals (B2B) and do not apply to consumers.
2. Definitions
- Services — access to the Routena management platform for transport, freight-forwarding and logistics companies (orders, planning, fleet, documents, monitoring, invoicing, reports) and the related services, provided in the form of a subscription.
- Offer — the commercial offer and product specification accepted by the Client, which identifies the plan, the contracted quantities, the prices, the Initial Term and the versions of the applicable legal and contractual documents.
- Initial Term — the firm commitment period set out in the Offer.
- Total Contract Value (TCV) — the total value of the Services for the Initial Term, regardless of the billing cadence.
- Billing Period — the interval (monthly, quarterly or annual) at which invoices are issued, as a means of paying the TCV.
- User — an employee or collaborator of the Client granted access to an account.
- Fees — the amounts owed by the Client under the Offer (subscription, implementation fee, optional services).
3. Contractual documents and order of priority
The contract between the parties is made up of the following documents. In the event of inconsistency, they prevail in the following order:
- the signed Offer and special conditions;
- the signed Subscription Agreement (where one exists);
- the Data Processing Agreement (DPA) — for matters concerning personal data;
- the Data Portability and Provider Switching Annex — for provider-switching matters;
- the Routena SLA — where expressly included in the Offer;
- these General B2B Terms.
The Privacy Policy is made available to the Client for information purposes and does not constitute a basis for accepting the processing.
4. Subject matter of the Services
Routena grants the Client a non-exclusive, non-transferable right to access and use the platform for the duration of the Contract, for its professional purposes. The Services are provided “as a service” (SaaS), accessible over the internet, and do not operate offline. The scope of the contracted functionalities is that identified in the Offer. The general descriptions on the website, the commercial materials, the demonstrations and the documentation are informative, except for the elements expressly taken over into the Offer.
5. Client accounts and authorized users
5.1. The Client configures users with access rights and is fully responsible for their actions. A user account is intended for a single person; sharing an account between several persons may lead to suspension, in accordance with section 22.
5.2. The Client is responsible for keeping the authentication data confidential and for any activity carried out through its accounts, except for activity resulting from unauthorized access caused by a security breach attributable to Routena.
6. Subscription plans and contractual quantities
6.1. The Services are contracted on plans, sized according to the quantities in the Offer (for example users, managed vehicles, modules).
6.2. The quantities in the signed Offer represent contractual minimums for the Initial Term. Deactivating or not using users, vehicles, modules or functionalities does not automatically reduce the invoiced value and does not give a right to a refund.
7. Initial Term, expiry and Billing Period
7.1. The Contract is concluded for a firm Initial Term, set out in the Offer.
7.2. The Contract does not renew automatically. Upon expiry of the Initial Term, the Contract ends and access to the Services is interrupted, unless the parties sign a new Offer. By way of exception, where the Client has initiated a provider switch with valid notice under the Data Act, the Contract and the Services remain active for the duration of the notice and transition periods set out in the Data Portability and Provider Switching Annex, to allow data export, and the Contract terminates upon the successful completion of the switch. Continued use of the Services during the extended period beyond the Initial Term is charged at the usual, proportionate subscription rates for using the Services, and not as a cost for accessing the export functionality, standard export and switching being free under section 25.3. The Client may also terminate the Services and request the deletion of its Exportable Data and Digital Assets, without moving to another provider or its own infrastructure; in that case, the Contract terminates upon expiry of the notice period applicable to the deletion request, without affecting the financial obligations set out in section 24.2. Data may be recovered and is deleted in accordance with the same Annex.
7.3. Automatic renewal. By way of exception to section 7.2, the Contract renews automatically for successive periods equal to the applicable subscription period (a “Renewal Term”) only if:
a) the Offer or Subscription Agreement expressly provides for automatic renewal, its conditions and the notice period for non-renewal, and the Client has expressly accepted it; or
b) the Client holds a recurring subscription entered into prior to 5 June 2026, for which automatic renewal and recurring payment were accepted under the terms and contracting mechanism applicable to that subscription.
For the situation under letter a), where the Offer does not set another notice period, non-renewal is notified at least 30 calendar days before the expiry of the current period. For the situation under letter b), the Client may cancel the renewal directly from the Platform before the next recurring payment; deactivation takes effect at the end of the period already paid or in progress.
Deactivating the renewal does not cause the retroactive termination of the current period and does not give a right to a refund of Fees already paid. If the Client deactivates only the recurring payment method, without cancelling the subscription in accordance with the procedure available in the Platform, the payment obligations relating to a contractual period already started or to a firm contractual commitment remain unaffected. The Provider keeps records of subscription activation, acceptance of automatic renewal, recurring payments and the deactivation or cancellation requested by the Client.
7.4. The Billing Period (monthly, quarterly or annual) is exclusively a means of paying the TCV and does not turn the Contract into a monthly, terminable subscription.
8. Firm contractual commitment and Total Contract Value
8.1. By signing the Offer, the Client undertakes a firm and bilateral commitment for the entire Initial Term and undertakes to pay the Total Contract Value (TCV) relating to it.
8.2. Monthly or quarterly billing is a payment facility; the instalments remaining from the firm commitment remain due even if the Client stops using the Services. Non-use of the Services does not reduce the price.
9. Billing, payment, taxes and late payment
9.1. The Client pays the Fees in accordance with the Offer and the Billing Period. Prices are expressed exclusive of VAT unless otherwise stated; VAT and other applicable taxes are added in accordance with the law.
9.2. In the event of late payment, Routena may charge penalty interest in accordance with the law and may suspend the Services in accordance with section 22, without waiving its right to collect the outstanding amounts.
9.3. Implementation (onboarding) fee. For certain plans, activation may be conditioned on a one-time implementation fee, communicated before the start of the collaboration. Implementation work begins after payment confirmation.
10. Upgrades and reductions
10.1. The Client may upgrade at any time; the upgrade is activated and billed from the activation date, generally pro rata to the period remaining in the Billing Period.
10.2. Plan or quantity reductions below the contractual minimums do not apply during the current Initial Term; they may be requested for a new Offer (or, where automatic renewal under section 7.3 applies, for the Renewal Term) and take effect from its beginning.
10.3. Quantities added above the contractual minimums may be reduced, at the Client’s written request, starting with the next Billing Period, without going below the minimums in the Offer.
11. Implementation and onboarding
The implementation services, deliverables, number of sessions, import volumes, templates and integrations included are exclusively those set out in the Offer. Additional migration or customization services may be billed separately in accordance with the Offer or a supplementary offer accepted by the Client.
12. Client responsibilities
12.1. The Client is responsible for the accuracy, correctness, completeness, currency and legality of the data entered, imported or generated in the platform and for the documents issued with the help of the Services.
12.2. The Client uses the Services in full legality, complying with the legislation applicable to its activity (transport, tax, data protection) and with the rights of third parties.
13. Acceptable use
The Client will not use the Services for illegal, fraudulent or abusive activities, will not attempt unauthorized access to the non-public components of the platform, and will not affect the security, integrity or availability of the Services.
14. Product evolution
During the Contract, Routena may: redesign interfaces, reorganize workflows, replace suppliers, modify APIs, improve algorithms, retire non-essential functionalities, introduce equivalent functionalities and change the technical implementation. During the current Initial Term, Routena will not materially remove a functionality expressly identified as essential in the signed Offer without (i) a reasonably equivalent alternative, (ii) the Client’s agreement, or (iii) the remedy provided in section 23.2.
15. Support and availability
15.1. Routena provides standard support through in-app support, Monday to Friday, between 09:00 and 17:00 (excluding public holidays), for platform-related issues. Contractual and commercial communications, as well as feature requests, may be sent by e-mail.
15.2. Routena uses commercially reasonable efforts to maintain the availability of the Services. Any contractual availability level and any service credit apply only if a separate SLA is included in the Offer.
16. Third-party services and integrations
The Services may depend on third-party suppliers, including cloud hosting, connectivity, authentication, e-mail, maps, routing, monitoring, telematics and GPS integration suppliers.
Routena is not liable for interruptions, errors or changes caused exclusively by third-party systems outside its reasonable control, but remains responsible for its own contractual obligations, for the configuration and operation of the components under its control, and for the obligations that cannot be removed or limited under the law or the DPA.
Routena will use commercially reasonable efforts to investigate incidents, cooperate with the relevant supplier and restore normal operation.
The current list of sub-processors is available at the address indicated in the DPA and on the Routena legal page.
17. Functional limitations
17.1. Results generated automatically or imported by the platform are of an informative and decision-support nature and must be verified by the Client before: operational approval, dispatch, invoicing, accounting, payment, reporting, transmission to partners or transmission to authorities.
17.2. By way of example and without limitation, the limitation in 17.1 applies to the following functionalities and any similar future functionalities: route, distance and estimated-time (ETA) calculation and route optimization; address geocoding; estimates of tolls, fuel, cost and emissions; exchange rates (BNR/ECB); generation and transmission of e-Factura to ANAF; GPS location and telematics data; notifications and reminders regarding document expiry (for example insurance and service/revision dates); capacity and load calculations and ADR classification; tachograph data and driving-time calculations; document readers and OCR; automated order entry using artificial intelligence; integrations with fuel-card and road-toll suppliers; generated templates and documents; KPI, profitability and margin calculations; third-party APIs and authority systems. The enumeration applies only to functionalities available and included in the Client’s plan or Offer.
17.3. Notifications and reminders are assistance functions provided “as is”, without any guarantee of timely delivery; the responsibility to track and meet deadlines rests entirely with the Client.
17.4. GPS integrations cover the suppliers actually supported by the platform at the relevant time and the mobile application for drivers; the availability of a particular integration is not guaranteed. A GPS integration expressly included in the Offer is subject to the rules on product evolution and replacement with a reasonably equivalent alternative, in accordance with section 14.
17.5. Except for the warranties expressly provided in the Contract and the rights that cannot be limited under the law, the Services are provided “as is” and “as available”. To the extent permitted by law, the implied warranties of fitness for a particular purpose, uninterrupted operation and conformity with expectations not expressly provided in the Offer are excluded, without prejudice to mandatory legal provisions.
17.6. Without limiting the verification obligation in 17.1, the functionalities expressly included and billed in the Offer (for example the generation and transmission of e-Factura to ANAF) are provided in accordance with their documented specifications and with reasonable commercial diligence. The decision-support nature of the results does not relieve Routena of the obligations expressly undertaken in respect of a contracted functionality.
18. Data ownership and permitted use
18.1. The rights to the data entered, imported or generated by the Client in the platform (the “Client Data”) remain with the Client. Routena processes them to provide the Services and in accordance with the DPA, where personal data is involved.
18.2. Routena may process technical data and aggregated or irreversibly anonymized data regarding the use of the Services, for the purpose of their operation, security and improvement. Pseudonymized data remains personal data and is treated as such.
19. Intellectual property
The platform, the software, the interfaces, the documentation and all associated intellectual property rights belong to Routena or its licensors. The Client receives a non-exclusive, non-transferable licence for the duration of the Contract. The Client will not copy, decompile, resell or create derivative works, beyond the limits permitted by law.
20. Confidentiality
20.1. Confidential information means any information, in any form, disclosed by one party to the other, which is marked as confidential or which, by its nature or by the circumstances of disclosure, should be considered confidential (including commercial, technical, financial, security and pricing data).
20.2. Each party keeps the other party’s confidential information confidential and uses it only for the performance of the Contract.
20.3. The obligation does not apply to information that is or becomes public without breach of the Contract, was lawfully known beforehand, is lawfully obtained from a third party without an obligation of confidentiality, or is independently developed. Disclosure is permitted where required by law or by a competent authority, within the strict limit of the requirement and, where permitted, with prior notice to the other party.
20.4. Upon termination of the Contract, each party returns or deletes the other party’s confidential information, subject to legal retention obligations and technical backups.
20.5. The confidentiality obligations remain in force for 5 years after the termination of the Contract, and for trade secrets and data protected by law, for as long as the information retains its protected character.
21. Security
Routena implements and maintains technical and organizational measures appropriate to the risks associated with the provision of the Services and the processing of Client Data.
The measures include, as applicable, mechanisms for protecting data in transit, access control, logical separation of clients’ data, logging of relevant activities, backups and continuity and recovery mechanisms.
The applicable measures are described in more detail in the DPA and in the Annex on technical and organizational measures.
Routena may update these measures to reflect technical, operational and security developments, provided that they do not materially reduce the general level of protection applicable to Client Data.
No method of transmitting, storing or protecting data can be guaranteed to be completely free of risk.
22. Suspension
Routena may suspend access, in whole or in part, in the event of: non-payment, breach of sections 12–13, unauthorized account sharing (one account per person, in accordance with section 5), security risk, apparently fraudulent activities (“spam”, “phishing”) or a legal request. Where reasonable, suspension is preceded by a notice. Suspension does not extinguish payment obligations already due.
23. Refunds
23.1. Voluntary cancellation, non-use or voluntary provider switching do not give a right to a refund of the Fees paid, and the instalments remaining from the firm commitment remain due. The implementation fee becomes entirely non-refundable from the start of the implementation activities, as it covers the reservation of resources, configuration, preparation, services already rendered and costs committed for the Client.
23.2. In the event of valid termination for a material breach attributable to Routena and not remedied within the contractual period, the Client is entitled to a proportional refund of the recurring Fees paid in advance relating to the period after the effective date of termination. The following are not refunded: (a) the implementation (onboarding) fee; (b) the usage already consumed; (c) the customized services already completed; (d) third-party costs that cannot be cancelled. Billing errors are corrected, and refunds required by a mandatory rule apply under the conditions of the law.
24. Termination and expiry
24.1. The Contract may terminate: by agreement of the parties; for repeated or material and unremedied non-performance of obligations; by expiry of the Initial Term (or, where automatic renewal applies, by non-renewal or deactivation of the renewal, in accordance with section 7.3); or in the event of dissolution, liquidation or bankruptcy of a party. Where a provider switch applies, termination occurs upon the completion of the switching process, in accordance with section 7.2. Where the Client requests termination of the Services and deletion of its data, without switching provider, the Contract terminates upon expiry of the notice period applicable to the deletion request, without affecting the financial obligations set out in section 24.2.
24.2. Termination does not affect payment obligations already due or the instalments remaining from the firm commitment, except where termination is attributable to Routena in accordance with section 23.2.
24.3. For a remediable breach, the party at fault benefits from 15 business days from receipt of the written notice to remedy it. Immediate suspension or termination, without this period, is possible only in the event of: illegal activity; serious security risk; fraud; a breach that cannot be remedied; a repeated material breach; entry into bankruptcy, cessation of legal existence, or a definitive legal impossibility of performance, to the extent permitted by insolvency law.
25. Data portability and provider switching
25.1. The methods of export, transfer and provider switching are detailed in the Data Portability and Provider Switching Annex.
25.2. Exercising the right of provider switching or of transfer to one’s own infrastructure does not in itself constitute a breach of the Contract and will not be technically impeded by Routena. Exercising this right does not extinguish the financial obligations relating to the firm contractual commitment, does not generate a refund of the Fees paid, and does not turn the remaining contract value into a provider-switching fee. The export and provider-switching process itself is not conditioned on payment of the remaining contract value; the financial obligations relating to the Initial Term represent the consideration for a fixed-term commitment, distinct from any switching cost, which is governed by section 25.3.
25.3. Routena does not charge Switching Fees for standard mandatory export and provider-switching operations. Optional customized migration services (conversions, data cleansing, dedicated integrations, project management) may be billed separately and are not automatically included in the standard assistance.
26. Liability
26.1. To the extent permitted by law, Routena’s total aggregate liability, arising out of or in connection with the Contract, on whatever basis, is limited to the value of the recurring Fees paid or due for the 3 months preceding the event that caused the damage, but not less than the value of the recurring Fees relating to the first 3 months of the Contract.
26.2. Routena is not liable for indirect or consequential damages, including loss of profit, revenue, anticipated savings, goodwill, commercial opportunities or business interruption.
In the event of loss, corruption or unavailability of Client Data caused directly by a breach of Routena’s obligations, Routena’s liability is subject to the cap provided in section 26.1. Routena will use commercially reasonable efforts to restore the data from the most recent available backup, to the extent that restoration is technically possible.
This obligation does not constitute a guarantee of full data recovery, recovery to a specific point prior to the incident, or compliance with a determined restoration deadline, except where such levels are expressly undertaken in an SLA or a separate contractual annex.
Routena is not liable for the loss or corruption of data caused by the Client, Users, third-party systems outside Routena’s reasonable control, non-compliant use, the Client’s instructions or the events excluded under the Contract.
26.3. Fines and regulatory liability. Routena is not obliged to reimburse the Client for fines, penalties or administrative measures imposed on the Client, except to the extent that, by a final judgment or by agreement of the Parties, it is established that they were caused directly by Routena’s breach of its contractual or legal obligations, in proportion to Routena’s contribution to the damage, and that reimbursement is permitted by law.
Any liability between the Parties in this situation remains subject to the cap provided in section 26.1, to the extent that the law permits its limitation.
The Contract’s limitations do not affect the direct liability of each Party towards the competent authorities or the data subjects, where such liability arises from mandatory legal rules.
26.4. The limitations do not apply where liability cannot be removed or limited under Romanian law, including for intent or gross negligence (art. 1355 of the Civil Code) and for damage to physical integrity or health.
27. Force majeure
Neither party is liable for non-performance caused by an event of force majeure or fortuitous event, under the conditions of the Civil Code. The affected party notifies the other party within 5 business days from when it knew or should reasonably have known of the event, provides reasonable evidence of the event (including a force-majeure certificate issued by the competent chamber of commerce and industry, where available or reasonably requested), and uses reasonable efforts to limit the effects. The affected party is liable for any additional damage caused by late notification.
28. Assignment and subcontracting
The Client may not assign the Contract without Routena’s written consent. Routena may assign the Contract to an affiliate or to a successor in rights, as part of a reorganization, merger, acquisition or sale of assets, with notice to the Client. Routena may subcontract parts of the Services (including sub-processors for personal data, in accordance with the DPA), remaining responsible for the performance of the Contract.
29. Notices
Notices are sent by e-mail to the parties’ contact addresses (for Routena: [email protected]) or via the platform. The Client is obliged to keep the contact details in the account up to date.
Notices are deemed received on the next business day after transmission by e-mail, if the sender does not receive an automatic non-delivery message. Notices regarding termination, non-renewal, breach of the Contract or materially adverse changes are sent by e-mail, not only by in-app message.
30. Amendment procedure
30.1. During the current Term, Routena may apply, without prior agreement: corrections, clarifications, updates of contact details, technical changes, security improvements, supplier changes without materially adverse effect, mandatory legal changes and urgent security changes. In respect of suppliers that process personal data (sub-processors), changes are made in compliance with the prior notice and objection procedure provided in the DPA (section 6), which prevails for such data.
30.2. Materially adverse changes apply upon renewal or only after the Client’s express acceptance for an earlier application.
30.3. A website update may not retroactively modify, for a Client with a commitment in progress: the Total Contract Value, the contractual minimums, the current Initial Term, the current billing commitment, the material rights regarding liability, and the mandatory protections in the DPA.
30.4. Each updated version will indicate the version number, the publication date and the effective date.
30.5. Materially adverse changes will be communicated to the Client by e-mail at least 30 calendar days before the renewal date or the date on which their express acceptance is requested.
30.6. Non-material changes may be published on the Routena legal page and may take effect on the date indicated in the updated version. Routena will send a notice when the change is relevant to the use or administration of the Services.
31. Applicable law and competent courts
The Contract is governed by Romanian law. Disputes are resolved amicably and, failing a solution, by the competent courts at the Provider’s registered office, to the extent permitted by law.
32. Final provisions
If a clause is declared invalid, the other clauses remain in force. Failure to exercise a right does not constitute a waiver of it. These Terms, together with the documents in section 3, constitute the entire agreement between the parties with respect to their subject matter.
The contractual documents may be made available in Romanian and English. The English versions are courtesy translations; in the event of any inconsistency or divergence of interpretation, the Romanian version prevails and governs the contractual relationship.