Non-disclosure agreement (NDA)

1. Purpose

The Parties intend to engage in business discussions and evaluate potential cooperation regarding the use of the Platform operated by the Provider for automated tender analysis and logistics management. In the course of these discussions, each Party may disclose proprietary information to the other Party.

2. Confidential Information

"Confidential Information" shall mean all information disclosed by one Party to the other, whether in writing, orally, or through access to the Platform, including but not limited to:

• Tender documentation, freight rates, carrier data, and customer lists
• Software code, platform architecture, algorithms, and technical specifications of the Platform
• Trade secrets, financial information, business strategies, and operational methodologies

3. Data Access, Confidentiality & No Secondary Use

To operate the Platform, the Provider necessarily has technical access to Client data for the sole purpose of processing it (tender analysis, distance and cost calculation). The Provider commits that:

• Client data is protected by access controls and is not disclosed to, nor accessible by, other platform users or competitors;
• Client data is used only to deliver the service to the Client, and is never re-used for the Provider's own purposes: no benchmarking, no aggregation across clients, no model training, no resale;
• Data belonging to different clients is kept segregated, and Provider access is limited to what is required to run and support the service.

Two limited exceptions apply:

• Shared carrier data. Only if the Client switches on carrier sharing in the Platform, the company and contact data of its carriers is copied to the Provider's carrier registry, and the Provider may invite those carriers to tenders of other clients. Rates and the Client's private notes are never copied. Withdrawing this consent ends the Client's access to the shared pool, but data already copied stays in the registry unless the Client requests its deletion.
• Geographic data. Coordinates of postal areas and road distances between them are cached and re-used for all clients. This data contains no client identity, rates, or tender details.

4. Service Providers

The Provider delivers the service with the following subprocessors, each of which receives only what its function requires. Disclosure to them for this purpose is not a breach of this Agreement:

• Anthropic (AI analysis): the text of tender documents and statistics computed from the lane and history files, only after the Client starts an analysis. Processing takes place outside the European Economic Area. Under Anthropic's published terms, this data is not used to train models and is deleted within 30 days.
• HERE (geocoding and truck routing): countries, postcodes, and cities of the selected lanes.
• Supabase (database, authentication, file storage) and Vercel (application hosting).
• OpenFreeMap (map display): the user's IP address when a route map is opened.

5. Data Ownership & Retention

All tender data, files, and results submitted by or generated for the Client remain the property of the Client. The Provider acts solely as a processor of that data on the Client's behalf.

Client data is kept until the Client deletes it. The Client's account administrator can delete a tender or a distance run in the Platform at any time, which removes its files, lanes, reports, and results. Upon termination of the relationship, remaining Client data is deleted on request.

Deletion does not cover credit ledger entries, which may contain a tender name and are kept as billing records, or this Agreement. Deleted data may remain in technical backups until they expire.

6. Obligations of the Parties

The Receiving Party shall:

• Use the Confidential Information solely for the Purpose defined in Section 1
• Maintain the information in strict confidence using at least the same degree of care applied to its own confidential information
• Not disclose such information to any third party without prior written consent of the Disclosing Party, except as described in Sections 3 and 4

7. Term and Termination

This Agreement shall remain in effect for a period of five (5) years from the Effective Date. The obligations regarding trade secrets shall survive termination indefinitely.